Notice Regarding the Issuance of New Shares through a Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Share Consolidation and Abolition of Provisions on Share Units, Capital Restructuring through a Debt-to-Equity Swap, and Changes in the Parent Company and Major Shareholder that is the Largest Shareholder
Nippon Sheet Glass Company,Limited and Lumina Japan Acquisition株式会社
UK subsidiary; the Company's common shares
A heavy interest burden resulting from high borrowings, excess supply and an economic downturn in Europe, loss-making businesses in Europe and the United States, higher raw material prices, U.S. tariffs, higher interest rates and other factors creating a challenging business environment
The impact on financial results is still under review. Of the funds to be raised, ¥91.4 billion is expected to be used to repay existing borrowings and other liabilities of the UK subsidiary, and ¥71.1 billion to make cash payments to minority shareholders.
The impact on the Company's earnings is still under review. If the specific amount of the impact becomes clear, it will be disclosed promptly.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Before the third-party allotment, Lumina Japan Acquisition株式会社 had no capital relationship with the Company, and its voting rights ownership ratio was not applicable.
Lumina Japan Acquisition株式会社 is expected to hold 3,666,666 voting rights, representing 72.04% of voting rights. The calculation is based on shares and other securities held as of 27 February 2026.
Related procedures
Shareholders meeting approval, a third-party allotment of new shares, a share consolidation, amendments to the Articles of Incorporation, and the treatment of fractional shares requiring court approval
Tokyo Stock Exchange, courts, competition authorities in Japan and overseas, and authorities responsible for inward direct investment
Company response
A special committee was established on 28 November 2025. It consists of 4 members: Miyazaki Hideki (宮崎秀樹), Asazuma Shinji (浅妻慎司), Fujioka Tetsuya (藤岡哲哉) and Tobimatsu Junichi (飛松純一). 赤坂国際会計 was appointed as the third-party valuation institution.
An annual shareholders meeting is scheduled for late June 2026. Subject to the required regulatory approvals and shareholders meeting approval, the third-party allotment is scheduled to be carried out during the payment period from 30 June 2026 to 31 March 2027, followed by a share consolidation, a quasi-DES, cash payments to minority shareholders and the delisting of the Company's shares.
The actual schedule will depend on when the relevant conditions are satisfied, and a further announcement will be made once it is finalized. If the specific amount of the impact on financial results becomes clear, it will be disclosed promptly.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Issuance of New Shares through a Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Share Consolidation and Abolition of Provisions on Share Units, Capital Restructuring through a Debt-to-Equity Swap, and Changes in the Parent Company and Major Shareholder that is the Largest Shareholder |
| Date of occurrence | 24 March 2026 (date of the Board of Directors' resolution) |
| Subject Entity | Nippon Sheet Glass Company,Limited and Lumina Japan Acquisition株式会社 |
| Target Locations / Products | UK subsidiary; the Company's common shares |
| Cause | A heavy interest burden resulting from high borrowings, excess supply and an economic downturn in Europe, loss-making businesses in Europe and the United States, higher raw material prices, U.S. tariffs, higher interest rates and other factors creating a challenging business environment |
| Amount of Impact on Business Performance | The impact on financial results is still under review. Of the funds to be raised, ¥91.4 billion is expected to be used to repay existing borrowings and other liabilities of the UK subsidiary, and ¥71.1 billion to make cash payments to minority shareholders. |
| Impact on Earnings Forecast | The impact on the Company's earnings is still under review. If the specific amount of the impact becomes clear, it will be disclosed promptly. |
| Type of litigation or proceeding | Shareholders meeting approval, a third-party allotment of new shares, a share consolidation, amendments to the Articles of Incorporation, and the treatment of fractional shares requiring court approval |
| Court or authority | Tokyo Stock Exchange, courts, competition authorities in Japan and overseas, and authorities responsible for inward direct investment |
| Investigation structure | A special committee was established on 28 November 2025. It consists of 4 members: Miyazaki Hideki (宮崎秀樹), Asazuma Shinji (浅妻慎司), Fujioka Tetsuya (藤岡哲哉) and Tobimatsu Junichi (飛松純一). 赤坂国際会計 was appointed as the third-party valuation institution. |
| Voting rights ownership percentage before the change | Before the third-party allotment, Lumina Japan Acquisition株式会社 had no capital relationship with the Company, and its voting rights ownership ratio was not applicable. |
| Voting rights ownership percentage after the change | Lumina Japan Acquisition株式会社 is expected to hold 3,666,666 voting rights, representing 72.04% of voting rights. The calculation is based on shares and other securities held as of 27 February 2026. |
| Outlook | An annual shareholders meeting is scheduled for late June 2026. Subject to the required regulatory approvals and shareholders meeting approval, the third-party allotment is scheduled to be carried out during the payment period from 30 June 2026 to 31 March 2027, followed by a share consolidation, a quasi-DES, cash payments to minority shareholders and the delisting of the Company's shares. |
| Planned follow-up disclosure | The actual schedule will depend on when the relevant conditions are satisfied, and a further announcement will be made once it is finalized. If the specific amount of the impact on financial results becomes clear, it will be disclosed promptly. |
Items this document does not state (11)
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 needs to rebuild its financial position due to high borrowings, a heavy interest burden, losses in its European operations and a deteriorating business environment. It aims to improve its financial position and stabilize management through a large-scale capital injection, a debt-to-equity swap and the repayment of borrowings.