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Occurring Fact5202Nippon Sheet Glass Company,LimitedConstruction and Materials

Fundamental Measures Toward a New NSG Group

The company will receive ¥165 billion through a third-party allotment of shares to the Apollo Fund, while major financial institutions will carry out a ¥140 billion quasi-debt-to-equity swap, along with debt repayment and refinancing. Through these measures, the company aims to reduce its debt, go private through a share consolidation, and rebuild its management structure.

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Mixed performance
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Scale
1650
¥ million
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Fundamental Measures Toward a New NSG Group

Subject Entity

Nippon Sheet Glass Company,Limited and the NSG Group

Target Locations / Products

UK subsidiaries; architectural and automotive glass businesses; and the high-performance glass business (Creative Technology)

Occurrence24 March 2026 (the date on which the measures were announced and implementation was decided)
This disclosure03/24/2026
Cause

A deteriorating business environment due to the stagnation of the European economy, rising raw material prices and US tariffs, along with declining profitability and excessive leverage

Related procedures

Type

Shareholder approval, a third-party allotment of shares, a share consolidation, approval from the relevant authorities, delisting and conversion into a wholly owned subsidiary

Court or authority

Relevant authorities (specific names are Not disclosed)

Company response

Investigation structure

A special committee was established and an advisory report was obtained.

Measures to prevent recurrence

Implementation of fundamental cost-improvement measures involving one-off expenditure, including a review of production sites; establishment of the Value Creation Office (VCO); placement of each business unit and key implementation functions under the VCO; and the early establishment of a structure enabling the VCO to manage and execute these measures with appropriate authority

Amount of Impact on Business Performance

Cumulative net loss attributable to owners of the parent of ¥37 billion over the past 3 years. Following the transaction, the company plans to reduce existing interest-bearing debt by ¥140 billion. The accounting classification for the impact on profit or loss is Not disclosed.

Outlook

The company plans to carry out the third-party allotment of shares, share consolidation, quasi-debt-to-equity swap, delisting and conversion into a wholly owned subsidiary in the second half of the fiscal year ending March 2027 (予定). Following the transaction, with support from the Apollo Fund, it will pursue business reform, debt reduction and strategic investment in growth areas.

Event that occurred
ItemDetails
Event nameFundamental Measures Toward a New NSG Group
Date of occurrence24 March 2026 (the date on which the measures were announced and implementation was decided)
Subject EntityNippon Sheet Glass Company,Limited and the NSG Group
Target Locations / ProductsUK subsidiaries; architectural and automotive glass businesses; and the high-performance glass business (Creative Technology)
CauseA deteriorating business environment due to the stagnation of the European economy, rising raw material prices and US tariffs, along with declining profitability and excessive leverage
Amount of Impact on Business PerformanceCumulative net loss attributable to owners of the parent of ¥37 billion over the past 3 years. Following the transaction, the company plans to reduce existing interest-bearing debt by ¥140 billion. The accounting classification for the impact on profit or loss is Not disclosed.
Type of litigation or proceedingShareholder approval, a third-party allotment of shares, a share consolidation, approval from the relevant authorities, delisting and conversion into a wholly owned subsidiary
Court or authorityRelevant authorities (specific names are Not disclosed)
Investigation structureA special committee was established and an advisory report was obtained.
Measures to prevent recurrenceImplementation of fundamental cost-improvement measures involving one-off expenditure, including a review of production sites; establishment of the Value Creation Office (VCO); placement of each business unit and key implementation functions under the VCO; and the early establishment of a structure enabling the VCO to manage and execute these measures with appropriate authority
OutlookThe company plans to carry out the third-party allotment of shares, share consolidation, quasi-debt-to-equity swap, delisting and conversion into a wholly owned subsidiary in the second half of the fiscal year ending March 2027 (予定). Following the transaction, with support from the Apollo Fund, it will pursue business reform, debt reduction and strategic investment in growth areas.
Items this document does not state (14)
Date recognized / date notice receivedAccounting period in which recognizedImpact on Earnings ForecastPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the changePlanned follow-up disclosure

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 company cites a deteriorating business environment caused by the stagnation of the European economy, rising raw material prices and US tariffs, as well as cumulative losses of ¥37 billion over the past 3 years and interest-bearing debt of approximately ¥570 billion, which has increased its interest burden. It explains that relying solely on self-help efforts would require an extended period to rebuild profitability and its financial position, making these measures necessary.

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Fundamental Measures Toward a New NSG Group | Nippon Sheet Glass Company,Limited (5202) timely disclosure | Komori