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Share Issuance and Disposal2769Village Vanguard CO.,LTD.Retail

Notice Regarding Completion of Payment for the Issuance through a Third-Party Allotment of the 7th Stock Acquisition Rights and the 1st Unsecured Convertible Bonds with Stock Acquisition Rights

Payment from the GP Fund for the 7th Stock Acquisition Rights and 1st Unsecured Convertible Bonds with Stock Acquisition Rights issued through a third-party allotment resolved on 10 April 2026 has been completed.

Worth reading
72In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
2507482430
Yen (including total issuance proceeds of ¥7,482,430 for the stock acquisition rights, issuance proceeds of ¥1,000,000,000 for the convertible bonds with stock acquisition rights, and initially projected exercise proceeds of ¥1,499,966,200 based on the potential shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of the 7th Stock Acquisition Rights and 1st Unsecured Convertible Bonds with Stock Acquisition Rights through a third-party allotment

発行・処分する株式数

7th Stock Acquisition Rights: 1,740,100 potential shares; 1st Unsecured Convertible Bonds with Stock Acquisition Rights: 1,160,000 potential shares at the initial conversion price of ¥862, and 1,658,300 potential shares at the minimum conversion price of ¥603

Intended allottee
Name GP Listed Companies Investment Limited Partnership (GP Fund) / Number of shares Not disclosed
¥430 per stock acquisition right; ¥100 per ¥100 of the principal amount of the convertible bonds with stock acquisition rights
Total issue value

Stock acquisition rights: ¥7,482,430; convertible bonds with stock acquisition rights: ¥1,000,000,000

Amount of funds to be raised
Stock acquisition rights: ¥1,507,448,630 in total (¥7,482,430 from the issuance of the stock acquisition rights and ¥1,499,966,200 from their exercise); convertible bonds with stock acquisition rights: ¥1,000,000,000. The estimated net proceeds for both are Not disclosed
Terms of the stock acquisition rights
Exercise price
Initial exercise price: ¥862. A reset provision applies based on the average closing price over 20 consecutive trading days. Minimum exercise price: ¥603
Exercise period
From 1 May 2026 to 30 April 2031
Number of Stock Acquisition Rights
7th Stock Acquisition Rights: 17,401 rights issued; remaining unexercised rights: Not disclosed. Convertible bonds with stock acquisition rights: 40 rights; remaining unexercised rights: Not disclosed
Reason for acquisition without consideration
The company states that if stock acquisition rights acquired by the company are cancelled, the amount of funds raised will decrease, but the specific grounds for acquisition without consideration are Not disclosed
Payment date
30 April 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights and the conversion price are ¥862 per share. The reset dates are 30 October 2027, 30 October 2028 and 30 October 2029, with each reset based on the average closing price over the 20 consecutive trading days up to the relevant reset date, subject to a floor of ¥603. The discount and premium rates are Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 7th Stock Acquisition Rights and 1st Unsecured Convertible Bonds with Stock Acquisition Rights through a third-party allotment
Number of shares to be issued or disposed of7th Stock Acquisition Rights: 1,740,100 potential shares; 1st Unsecured Convertible Bonds with Stock Acquisition Rights: 1,160,000 potential shares at the initial conversion price of ¥862, and 1,658,300 potential shares at the minimum conversion price of ¥603
Issue price and disposal price¥430 per stock acquisition right; ¥100 per ¥100 of the principal amount of the convertible bonds with stock acquisition rights
Total issue valueStock acquisition rights: ¥7,482,430; convertible bonds with stock acquisition rights: ¥1,000,000,000
Amount of funds to be raisedStock acquisition rights: ¥1,507,448,630 in total (¥7,482,430 from the issuance of the stock acquisition rights and ¥1,499,966,200 from their exercise); convertible bonds with stock acquisition rights: ¥1,000,000,000. The estimated net proceeds for both are Not disclosed
Payment date30 April 2026
Intended allotteeName GP Listed Companies Investment Limited Partnership (GP Fund) / Number of shares Not disclosed
Basis for determining the amount to be paidThe issue price of the stock acquisition rights and the conversion price are ¥862 per share. The reset dates are 30 October 2027, 30 October 2028 and 30 October 2029, with each reset based on the average closing price over the 20 consecutive trading days up to the relevant reset date, subject to a floor of ¥603. The discount and premium rates are Not disclosed
Exercise priceInitial exercise price: ¥862. A reset provision applies based on the average closing price over 20 consecutive trading days. Minimum exercise price: ¥603
Exercise periodFrom 1 May 2026 to 30 April 2031
Number of Stock Acquisition Rights7th Stock Acquisition Rights: 17,401 rights issued; remaining unexercised rights: Not disclosed. Convertible bonds with stock acquisition rights: 40 rights; remaining unexercised rights: Not disclosed
Reason for acquisition without considerationThe company states that if stock acquisition rights acquired by the company are cancelled, the amount of funds raised will decrease, but the specific grounds for acquisition without consideration are Not disclosed
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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.

The payment procedures for the third-party allotment resolved at the Board of Directors meeting held on 10 April 2026 have been completed. The company states that details should be referred to in the disclosure regarding the issuance dated the same day.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Completion of Payment for the Issuance through a Third-Party Allotment of the 7th Stock Acquisition Rights and the 1st Unsecured Convertible Bonds with Stock Acquisition Rights | Village Vanguard CO.,LTD. (2769) timely disclosure | Komori