Komori
Share Issuance and Disposal3175AP HOLDINGS CO.,LTD.Retail

Notice Regarding the Issuance of Common Shares and Preferred Shares Through a Third-Party Allotment, Partial Amendments to the Articles of Incorporation, and a Reduction in the Amount of Stated Capital and Other Capital

The Company resolved to issue 109,052 common shares to 株式会社NIGITA and 150 Class C preferred shares to サントリー株式会社 by third-party allotment, raising approximately ¥250 million in total. In addition, the Company will amend its Articles of Incorporation to authorize the issuance of Class C preferred shares and reduce its stated capital and capital reserve by transferring them to other capital surplus.

Worth reading
79Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
250
¥ millions (total amount payable)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of common shares and Class C preferred shares by third-party allotment

Who receives how much

Common shares 109,052 common shares / Series C preferred shares 150 Class C preferred shares

株式会社NIGITA109,052 common shares
サントリー株式会社150 Class C preferred shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

Common shares ¥917 per share / Series C preferred shares ¥1,000,000 per share
Total issue value

Common shares ¥100,000,684 / Series C preferred shares ¥150,000,000

Amount of funds to be raised
Total payment amount ¥250 million / Estimated net proceeds ¥242 million
Estimated issuance expenses
¥8 million
Specific use of funds
Capital expenditures associated with new store openingsAmount ¥150 million / Scheduled timing of expenditures July 2026 to June 2027
Funding for format conversions and renovations of existing storesAmount ¥92 million / Scheduled timing of expenditures July 2026 to June 2027
Existing Shares and Increase
+0.84%Rate of increase
12,992,202 shares13,101,254Shares

Common shares: 0.84% (0.85% of total voting rights). Class C preferred shares: no dilution of existing shareholders.

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Offering structure
Major shareholders after the offering
Name Yoneyama Hisashi (米山 久) / Shareholding ratio 42.44%Name MTRインベストメント株式会社 / Shareholding ratio 5.25%Name オイシックス・ラ・大地株式会社 / Shareholding ratio 4.37%Name Nishi Yoichiro (西 陽一郎) / Shareholding ratio 3.42%Name 株式会社アップフロントグループ / Shareholding ratio 1.14%Name 株式会社NSK / Shareholding ratio 0.85%Name 株式会社NIGITA / Shareholding ratio 0.85%Name ゲームフリーク1号基金投資事業有限責任組合 / Shareholding ratio 0.82%Name Satomi Junko (里見 順子) / Shareholding ratio 0.47%Name エー・ピーホールディングス従業員持株会 / Shareholding ratio 0.35%
Intended allottee's holding policy
株式会社NIGITA intends to hold the common shares it acquires over the medium to long term. サントリー株式会社 generally intends to hold the Class C preferred shares over the medium term.
Payment date
30 June 2026
Basis for determining the amount to be paid
The issue price of the common shares is ¥917, the closing price on the Tokyo Stock Exchange on 27 May 2026. This represents a 0.54% discount to the average price of ¥922 for the preceding month, a 1.50% discount to the three-month average of ¥931, and a 2.65% discount to the six-month average of ¥942. The issue price of the Class C preferred shares is within the fair value range determined using the DCF method by an independent third-party valuation agency.
Procedures under the Corporate Code of Conduct
The Company's Audit and Supervisory Committee, comprising 3 members, all of whom are outside directors, provided its opinion that the issue price of the common shares was lawful and did not constitute particularly favorable terms. The issuance of the Class C preferred shares is subject to approval by a special resolution of the shareholders' meeting concerning the issuance on favorable terms.
Impact on Business Performance
The impact of this third-party allotment on the Company's consolidated results for the fiscal year ending March 2027 is expected to be limited. The reduction in the amounts of stated capital and other items will not change net assets and will have no impact on results.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of common shares and Class C preferred shares by third-party allotment
Number of shares to be issued or disposed ofCommon shares 109,052 common shares / Series C preferred shares 150 Class C preferred shares
Issue price and disposal priceCommon shares ¥917 per share / Series C preferred shares ¥1,000,000 per share
Total issue valueCommon shares ¥100,000,684 / Series C preferred shares ¥150,000,000
Amount of funds to be raisedTotal payment amount ¥250 million / Estimated net proceeds ¥242 million
Estimated issuance expenses¥8 million
Specific use of fundsDetails Capital expenditures associated with new store openings / Amount ¥150 million / Scheduled timing of expenditures July 2026 to June 2027, Details Funding for format conversions and renovations of existing stores / Amount ¥92 million / Scheduled timing of expenditures July 2026 to June 2027
Payment date30 June 2026
Intended allotteeName 株式会社NIGITA / Category Operating company / Number of shares 109,052 common shares, Name サントリー株式会社 / Category Operating company / Number of shares 150 Class C preferred shares
Intended allottee's holding policy株式会社NIGITA intends to hold the common shares it acquires over the medium to long term. サントリー株式会社 generally intends to hold the Class C preferred shares over the medium term.
Dilution RateCommon shares: 0.84% (0.85% of total voting rights). Class C preferred shares: no dilution of existing shareholders.
Total number of issued shares12,992,202 shares → 13,101,254 shares(0.84%)
Basis for determining the amount to be paidThe issue price of the common shares is ¥917, the closing price on the Tokyo Stock Exchange on 27 May 2026. This represents a 0.54% discount to the average price of ¥922 for the preceding month, a 1.50% discount to the three-month average of ¥931, and a 2.65% discount to the six-month average of ¥942. The issue price of the Class C preferred shares is within the fair value range determined using the DCF method by an independent third-party valuation agency.
Procedures under the Corporate Code of ConductThe Company's Audit and Supervisory Committee, comprising 3 members, all of whom are outside directors, provided its opinion that the issue price of the common shares was lawful and did not constitute particularly favorable terms. The issuance of the Class C preferred shares is subject to approval by a special resolution of the shareholders' meeting concerning the issuance on favorable terms.
Major shareholders after the offeringName Yoneyama Hisashi (米山 久) / Shareholding ratio 42.44%, Name MTRインベストメント株式会社 / Shareholding ratio 5.25%, Name オイシックス・ラ・大地株式会社 / Shareholding ratio 4.37%, Name Nishi Yoichiro (西 陽一郎) / Shareholding ratio 3.42%, Name 株式会社アップフロントグループ / Shareholding ratio 1.14%, Name 株式会社NSK / Shareholding ratio 0.85%, Name 株式会社NIGITA / Shareholding ratio 0.85%, Name ゲームフリーク1号基金投資事業有限責任組合 / Shareholding ratio 0.82%, Name Satomi Junko (里見 順子) / Shareholding ratio 0.47%, Name エー・ピーホールディングス従業員持株会 / Shareholding ratio 0.35%
Impact on Business PerformanceThe impact of this third-party allotment on the Company's consolidated results for the fiscal year ending March 2027 is expected to be limited. The reduction in the amounts of stated capital and other items will not change net assets and will have no impact on results.
Items this document does not state (12)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing

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 invest funds in new store openings, format conversions and renovations of existing stores in order to execute the growth strategy following the structural reforms, and to strengthen the Company's financial base. The reduction in the amounts of stated capital and other items is intended to improve the Company's financial condition at an early stage and prepare for a more agile and flexible capital policy going forward.

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Notice Regarding the Issuance of Common Shares and Preferred Shares Through a Third-Party Allotment, Partial Amendments to the Articles of Incorporation, and a Reduction in the Amount of Stated Capital and Other Capital | AP HOLDINGS CO.,LTD. (3175) timely disclosure | Komori