Worth reading
82Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
122222222
Consolidation of ordinary shares into 1 share (consolidation ratio: 122,222,222 to 1)Wording
Avoiding a definitive answer
How definitive the wording is.Decision and Details
Board of Directors of Nippon Sheet Glass Company,Limited (all 8 directors without special interests)Share consolidation (the share consolidation)
Decision24 March 2026
Implementation31 July 2026, 31 August 2026, 30 September 2026, 30 October 2026, 30 November 2026, 30 December 2026, 29 January 2027, 26 February 2027, 31 March 2027, or 30 April 2027 (scheduled dates depending on when all new shares under the Third-Party Allotment are issued; all dates are subject to conditions)
Going forwardA general meeting of shareholders and a class meeting of ordinary shareholders are scheduled for 26 June 2026. Under the Companies Act, the subscription payment period for the Third-Party Allotment is from 30 June 2026 to 31 March 2027. The Share Consolidation is scheduled to take place after all new shares under the Third-Party Allotment have been issued. The Company plans to apply to the court for permission to purchase fractional shares approximately one month after the effective date, purchase the shares approximately 1 to 2 months thereafter, and pay the sale proceeds to minority shareholders approximately 2 to 3 months thereafter.
AmountExpected amount to be paid to minority shareholders: ¥500 per ordinary share; total subscription amount under the Third-Party Allotment: approximately ¥165.0 billion; subscription amount under the quasi debt-to-equity swap: ¥140.0 billion
Quantity / scaleConsolidation of 122,222,222 ordinary shares into 1 share; total number of authorized shares as of the effective date: 16 ordinary shares and 40,000 Class A shares; voting rights of the proposed allottee: 3,666,666, representing 72.04% of voting rights
Reason
To make an Apollo-affiliated company the Company’s sole shareholder, fundamentally and promptly resolve its financial-structure challenges in conjunction with the Third-Party Allotment and other measures, and enable flexible and fundamental decision-making from a medium- to long-term perspective by taking the Company private.
Impact on Business Performance
The transaction is expected to significantly improve the Company’s financial condition, secure liquidity on hand, and improve loss-making businesses and advance structural reforms. However, the impact of synergies on earnings is difficult to estimate specifically at this time.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | Board of Directors of Nippon Sheet Glass Company,Limited (all 8 directors without special interests) |
| Decision Date | 24 March 2026 |
| Implementation Date | 31 July 2026, 31 August 2026, 30 September 2026, 30 October 2026, 30 November 2026, 30 December 2026, 29 January 2027, 26 February 2027, 31 March 2027, or 30 April 2027 (scheduled dates depending on when all new shares under the Third-Party Allotment are issued; all dates are subject to conditions) |
| Amount | Expected amount to be paid to minority shareholders: ¥500 per ordinary share; total subscription amount under the Third-Party Allotment: approximately ¥165.0 billion; subscription amount under the quasi debt-to-equity swap: ¥140.0 billion |
| Quantity / scale | Consolidation of 122,222,222 ordinary shares into 1 share; total number of authorized shares as of the effective date: 16 ordinary shares and 40,000 Class A shares; voting rights of the proposed allottee: 3,666,666, representing 72.04% of voting rights |
| Impact on Business Performance | The transaction is expected to significantly improve the Company’s financial condition, secure liquidity on hand, and improve loss-making businesses and advance structural reforms. However, the impact of synergies on earnings is difficult to estimate specifically at this time. |
| Reason | To make an Apollo-affiliated company the Company’s sole shareholder, fundamentally and promptly resolve its financial-structure challenges in conjunction with the Third-Party Allotment and other measures, and enable flexible and fundamental decision-making from a medium- to long-term perspective by taking the Company private. |
| Governing Rule | Article 180, paragraph 2; Article 182-2, paragraph 1; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Articles 234, paragraphs 2 and 4; and Article 235 of the Companies Act |
| Related previous disclosures | “Notice Concerning the Issuance of New Shares by Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Share Consolidation and Abolition of the Provisions on the Number of Shares Constituting One Unit, Capital Restructuring Through a Debt-to-Equity Swap, and Changes in the Parent Company and Major Shareholder Being the Largest Shareholder,” dated 24 March 2026; “2030 Vision: Shift the Phase,” dated 13 May 2024 |
| Future plans | A general meeting of shareholders and a class meeting of ordinary shareholders are scheduled for 26 June 2026. Under the Companies Act, the subscription payment period for the Third-Party Allotment is from 30 June 2026 to 31 March 2027. The Share Consolidation is scheduled to take place after all new shares under the Third-Party Allotment have been issued. The Company plans to apply to the court for permission to purchase fractional shares approximately one month after the effective date, purchase the shares approximately 1 to 2 months thereafter, and pay the sale proceeds to minority shareholders approximately 2 to 3 months thereafter. |
Items this document does not state (1)
Period Covered
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 fundamentally improve the Company’s financial condition in conjunction with a third-party allotment, this quasi debt-to-equity swap and the repayment and refinancing of borrowings, among other measures, and to make an Apollo-affiliated company the Company’s wholly owning parent. The Company explains that high debt levels, interest expenses, loss-making businesses in Europe and elsewhere, and continuing liquidity constraints mean that rebuilding earnings and its financial condition through its own efforts alone would take a considerable amount of time.
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