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Share Issuance and Disposal3271The Global Ltd.Real Estate

Notice Regarding the Issuance of Class A Preferred Shares by Way of Third-Party Allotment and the Reduction in the Amounts of Capital and Capital Reserve

The Company resolved to issue 1 non-voting Class A Share at a price of ¥8.6 billion per share, with DAITO TRUST CONSTRUCTION CO.,LTD. as the subscriber. The funds raised are intended to finance the acquisition of treasury shares from SBI Holdings, Inc., while the Company will simultaneously reduce its capital and capital reserve.

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Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of Class A shares by third-party allotment

Who receives how much1Shares

1 Class A Share

DAITO TRUST CONSTRUCTION CO.,LTD.1 Class A Share

The lower thin line represents the existing number of shares to which these shares will be added.

¥8,600,000,000 per share
Total issue value

¥8,600,000,000

Amount of funds to be raised
Total payment amount ¥8,600,000,000 / Estimated net proceeds ¥8,567,900,000
Estimated issuance expenses
¥32,100,000
Specific use of funds
Funds for the acquisition of treasury sharesAmount ¥8,567,900,000 / Scheduled timing of expenditures July 2026
発行済株式総数

Less than 25%. As the Class A Shares are non-voting and have neither a conversion request right nor a mandatory acquisition provision under which ordinary shares would be provided as consideration, there will be no dilution of voting rights in the ordinary shares.

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 DAITO TRUST CONSTRUCTION CO.,LTD. (Class A Shares) / Shareholding ratio 100.00%Name SBI Holdings, Inc. (ordinary shares) / Shareholding ratio 57.14%Name DAITO TRUST CONSTRUCTION CO.,LTD. (ordinary shares) / Shareholding ratio 42.86%
Intended allottee's holding policy
The subscriber intends to hold the Company's shares, including the Class A Shares allotted to it, over the medium to long term. Any transfer of the Class A Shares requires approval at a general meeting of the Company's shareholders.
Payment date
31 July 2026
Basis for determining the amount to be paid
The issue price was determined based on the funds required to execute the acquisition of treasury shares, the need to secure the distributable amount and the expenses associated with the issuance. Because these are class shares for which no objective market price exists, no discount or premium to the closing price or average share price is stated.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The issuance is conditional on approval by a resolution at a general meeting of shareholders.
Most recent equity financing
No applicable matters
Impact on Business Performance
This third-party allotment will have no impact on the Company's financial results.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Class A shares by third-party allotment
Number of shares to be issued or disposed of1 Class A Share
Issue price and disposal price¥8,600,000,000 per share
Total issue value¥8,600,000,000
Amount of funds to be raisedTotal payment amount ¥8,600,000,000 / Estimated net proceeds ¥8,567,900,000
Estimated issuance expenses¥32,100,000
Specific use of fundsDetails Funds for the acquisition of treasury shares / Amount ¥8,567,900,000 / Scheduled timing of expenditures July 2026
Payment date31 July 2026
Intended allotteeName DAITO TRUST CONSTRUCTION CO.,LTD. / Number of Shares 1 Class A Share
Intended allottee's holding policyThe subscriber intends to hold the Company's shares, including the Class A Shares allotted to it, over the medium to long term. Any transfer of the Class A Shares requires approval at a general meeting of the Company's shareholders.
Dilution RateLess than 25%. As the Class A Shares are non-voting and have neither a conversion request right nor a mandatory acquisition provision under which ordinary shares would be provided as consideration, there will be no dilution of voting rights in the ordinary shares.
Total number of issued shares28,306,000 shares → Not disclosed
Basis for determining the amount to be paidThe issue price was determined based on the funds required to execute the acquisition of treasury shares, the need to secure the distributable amount and the expenses associated with the issuance. Because these are class shares for which no objective market price exists, no discount or premium to the closing price or average share price is stated.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The issuance is conditional on approval by a resolution at a general meeting of shareholders.
Most recent equity financingNo applicable matters
Major shareholders after the offeringName DAITO TRUST CONSTRUCTION CO.,LTD. (Class A Shares) / Shareholding ratio 100.00%, Name SBI Holdings, Inc. (ordinary shares) / Shareholding ratio 57.14%, Name DAITO TRUST CONSTRUCTION CO.,LTD. (ordinary shares) / Shareholding ratio 42.86%
Impact on Business PerformanceThis third-party allotment will have no impact on the Company's financial results.
Items this document does not state (11)
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 Ratio

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 secure the funds required to acquire treasury shares from SBI Holdings, Inc. and the distributable amount in connection with DAITO TRUST CONSTRUCTION CO.,LTD.'s planned conversion of the Company into a wholly owned subsidiary.

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Notice Regarding the Issuance of Class A Preferred Shares by Way of Third-Party Allotment and the Reduction in the Amounts of Capital and Capital Reserve | The Global Ltd. (3271) timely disclosure | Komori