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M&A and Subsidiary Changes2984Yamaichi Real Estate Co.,LtdReal estate

Notice Regarding the Underwriting of a Private Placement Capital Increase by an Indonesian Subsidiary (Making It a Consolidated Subsidiary)

The Company will subscribe to a third-party allotment of new shares conducted by PT Affirmate Property Nusantara in Indonesia for IDR 2,500 million (approximately ¥21.933 million), making it a subsidiary in which the Company will hold 83.3% of the voting rights.

Worth reading
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Direction
Improvement
Direction inferred from the company’s description.
Scale
21933
thousand yen
Wording
Conditional
How definitive the wording is.

This transaction

Subscription to a third-party allotment of new shares by an Indonesian subsidiary, making it a subsidiary
Counterparty (target company)PT Affirmate Property Nusantara
Disclosing companyYamaichi Real Estate Co.,Ltd
Voting rights ownership percentageNumber of shares acquired 2,500 shares (2,500 voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Real Estate Business

Location Jakarta, IndonesiaShare capital Capital before the capital increase: IDR 500 million (approximately ¥4.387 million)Date of incorporation 28 November 2019
Net Sales— (fiscal year ending December 2025)
Operating profitIDR (604 thousand) (fiscal year ending December 2025)
Net income for the current fiscal yearIDR (604 thousand) (fiscal year ending December 2025)
Net assetsIDR 846.895 million (fiscal year ending December 2025)
Consideration and expenses
Acquisition priceSubscription price (investment amount): IDR 2,500 million (approximately ¥21.933 million); total (approximate): approximately ¥21.933 million
Type of ConsiderationCash (payment for the third-party allotment of new shares)
Impact on Business Performance

The impact of this transaction on consolidated results for the current fiscal year will be immaterial.

Procedures and assumptions
Management structure after acquisitionPT Affirmate Property Nusantara is scheduled to become a subsidiary of the Company. Changes to the trade name and the treatment of the representative and employees: Not disclosed
This transaction
ItemDetails
Transaction nameSubscription to a third-party allotment of new shares by an Indonesian subsidiary, making it a subsidiary
Counterparty namePT Affirmate Property Nusantara
Name of the Subject CompanyPT Affirmate Property Nusantara
Business Description of the Subject CompanyReal Estate Business
Location of the Subject CompanyJakarta, Indonesia
Capital Stock of the Subject CompanyCapital before the capital increase: IDR 500 million (approximately ¥4.387 million)
Date of Establishment of the Subject Company28 November 2019
Net Sales of the Subject Company— (fiscal year ending December 2025)
Operating Profit of the Subject CompanyIDR (604 thousand) (fiscal year ending December 2025)
Net Income of the Subject CompanyIDR (604 thousand) (fiscal year ending December 2025)
Net Assets of the Subject CompanyIDR 846.895 million (fiscal year ending December 2025)
Acquisition priceSubscription price (investment amount): IDR 2,500 million (approximately ¥21.933 million); total (approximate): approximately ¥21.933 million
Type of ConsiderationCash (payment for the third-party allotment of new shares)
Number of shares acquired2,500 shares (2,500 voting rights)
Voting rights ownership percentageBefore 0.0% → after 83.3%
Impact on Business PerformanceThe impact of this transaction on consolidated results for the current fiscal year will be immaterial.
Date of board resolution14 September 2026
Contract DateEnd of September 2026 (scheduled)
Execution Date / Effective DatePayment date: End of October 2026 (scheduled)
Management structure after acquisitionPT Affirmate Property Nusantara is scheduled to become a subsidiary of the Company. Changes to the trade name and the treatment of the representative and employees: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

Real estate demand in Indonesia is expected to expand due to population growth, economic growth and urbanization. The Company will enter Indonesia's real estate development business by leveraging its real estate development expertise cultivated in Japan, and build a business base and medium- to long-term earnings opportunities through investments in and participation in housing development and other projects.

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Notice Regarding the Underwriting of a Private Placement Capital Increase by an Indonesian Subsidiary (Making It a Consolidated Subsidiary) | Yamaichi Real Estate Co.,Ltd (2984) timely disclosure | Komori