Komori
Business alliance2769Village Vanguard CO.,LTD.Retail

Notice Regarding the Execution of an Agreement for a Business and Capital Alliance and the Issuance by Third-Party Allotment of the 7th Series of Stock Acquisition Rights and the 1st Series of Unsecured Convertible Bonds with Stock Acquisition Rights

The Company decided to enter into a business and capital alliance with グロースパートナーズ to receive management and business support, and to raise funds through a third-party allotment of stock acquisition rights and convertible bond-type bonds with stock acquisition rights from a GP fund for which グロースパートナーズ provides services. If all of the securities are exercised and converted, additional shares equivalent to 36.98% of the number of shares issued could be delivered.

Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
36.98
% (ratio of potential shares to total shares issued)
Wording
Conditional
How definitive the wording is.

Agreements reached under this partnership

Business and Capital Alliances
2769Village Vanguard CO.,LTD.
Alliance partnerName of alliance partner
Details of the alliance
  1. 1

    Analysis of sales data and formulation of product strategies, as well as support for continuously improving product strategies in response to changes in business scale and the operating environment

  2. 2

    Introductions to potential business partners and support for recruiting personnel by leveraging グロースパートナーズ' network

  3. 3

    Analysis of the current business model and cost structure

  4. 4

    Conducting operational diagnostics and proposing efficiency improvements through workflow reductions and the use of IT tools

These are items that the documents state the two companies will work on. The lines above and below represent arrangements between the two companies.

Capital and personnel relationships

This indicates whether the companies will do more than work together, such as holding each other’s shares or seconding personnel (capital and business alliance).

26.99%Our ownership stake in the partner’s shares
Shareholding ratio 26.99% (major shareholders after the offering, assuming all securities are exercised and converted)
Number of shares acquired2,900,100 shares (if all of the stock acquisition rights and convertible bond-type bonds with stock acquisition rights are exercised and converted under their initial terms), equivalent to 36.98% of total shares issued
Acquisition price¥7,482,430 for the stock acquisition rights and ¥1,000,000,000 for the bonds with stock acquisition rights
Dispatch of directors and officersグロースパートナーズ will be granted the right to nominate 1 director of the Company
Shareholding PolicyThe policy is not to transfer the stock acquisition rights or the bonds with stock acquisition rights to a third party within a short period after their allotment. However, the common shares acquired through exercise or conversion will be sold while taking market conditions and other factors into consideration. From the payment date through 30 April 2031, the prior consent of the GP fund and other approvals will be required for the issuance of the Company's shares or other equity securities.
Change in major shareholdersKikuchi Keiichi (菊地敬一), 21.66% (largest shareholder before the offering) → GP上場企業出資投資事業有限責任組合, 26.99% (largest shareholder after the offering)(5.33 percentage points (from 21.66% to 26.99%))
About the partner
Business DescriptionFinancial services; support services related to formulating corporate strategies and other matters; management consulting; investment and related consulting services
LocationMeguro-ku, Tokyo
Share capital¥9 million
Net Sales¥109.867 million (fiscal year ended June 2025)
Operating profit¥14.873 million (fiscal year ended June 2025)
Impact on Business Performance

The impact on consolidated results for the fiscal year ending May 2026 will be immaterial. The specific impact on consolidated results from the fiscal year ending May 2026 onward has not been determined.

Date of board resolution10 April 2026Contract Date10 April 2026Alliance start date30 April 2026Share Acquisition Date and Payment Date30 April 2026
Agreements reached under this partnership
ItemDetails
Name of alliance partnerName of alliance partner
Alliance partner's business activitiesFinancial services; support services related to formulating corporate strategies and other matters; management consulting; investment and related consulting services
Alliance partner's locationMeguro-ku, Tokyo
Alliance partner's capital¥9 million
Alliance partner's net sales¥109.867 million (fiscal year ended June 2025)
Alliance partner's operating income¥14.873 million (fiscal year ended June 2025)
Type of allianceBusiness and Capital Alliances
Details of the allianceAnalysis of sales data and formulation of product strategies, as well as support for continuously improving product strategies in response to changes in business scale and the operating environment, Introductions to potential business partners and support for recruiting personnel by leveraging グロースパートナーズ' network, Analysis of the current business model and cost structure, Conducting operational diagnostics and proposing efficiency improvements through workflow reductions and the use of IT tools
Number of shares acquired2,900,100 shares (if all of the stock acquisition rights and convertible bond-type bonds with stock acquisition rights are exercised and converted under their initial terms), equivalent to 36.98% of total shares issued
Acquisition price¥7,482,430 for the stock acquisition rights and ¥1,000,000,000 for the bonds with stock acquisition rights
Shareholding ratio0% (no record of the GP fund holding shares in the Company before the offering) → 26.99% (major shareholders after the offering, assuming all securities are exercised and converted)
Dispatch of directors and officersグロースパートナーズ will be granted the right to nominate 1 director of the Company
Shareholding PolicyThe policy is not to transfer the stock acquisition rights or the bonds with stock acquisition rights to a third party within a short period after their allotment. However, the common shares acquired through exercise or conversion will be sold while taking market conditions and other factors into consideration. From the payment date through 30 April 2031, the prior consent of the GP fund and other approvals will be required for the issuance of the Company's shares or other equity securities.
Date of board resolution10 April 2026
Contract Date10 April 2026
Alliance start date30 April 2026
Share Acquisition Date and Payment Date30 April 2026
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending May 2026 will be immaterial. The specific impact on consolidated results from the fiscal year ending May 2026 onward has not been determined.
Change in major shareholdersKikuchi Keiichi (菊地敬一), 21.66% (largest shareholder before the offering) → GP上場企業出資投資事業有限責任組合, 26.99% (largest shareholder after the offering)(5.33 percentage points (from 21.66% to 26.99%))
Items this document does not state (4)
Overview of the joint ventureOwnership ratioContract PeriodNumerical targets under the alliance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To strengthen the financial base and raise the funds needed for store closures, cost reductions, improvements in inventory management, higher repeat purchase rates, store digital transformation, and expansion of the e-commerce and popup businesses, while leveraging グロースパートナーズ' management support and business support expertise and network to improve profitability and enhance corporate value over the medium to long term.

How to read this page

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Notice Regarding the Execution of an Agreement for a Business and Capital Alliance and the Issuance by Third-Party Allotment of the 7th Series of Stock Acquisition Rights and the 1st Series of Unsecured Convertible Bonds with Stock Acquisition Rights | Village Vanguard CO.,LTD. (2769) timely disclosure | Komori