Issuance of New Shares Through a Third-Party Allotment (Contribution in Kind (Debt-to-Equity Swap)) and Changes in the Major Shareholder and Largest Shareholder Among the Major Shareholders
JN Group Inc.
Common shares of JN Group Inc. and the monetary receivables held by シークエッジ・ジャパン・ホールディングス against the Company
Maintaining approximately ¥1.2 billion in debt owed to the parent company could constrain the use of future cash flow through repayment and interest obligations. The debt will therefore be converted into equity at an early stage to stabilize the financial base and secure financial capacity for growth investments.
¥1,216,256,190 in receivables will be converted into equity. There will be no cash payment, and the estimated amount of issuance expenses is ¥5,500,000. The accounting classification for any extraordinary loss or other item is Not disclosed
The impact on current-period results is currently under review. If any matter requiring disclosure arises, the Company will disclose it 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.
シークエッジ・ジャパン・ホールディングス: 12,990 voting rights (1,299,000 shares), 3.92%, sixth. スケブベンチャーズ: 120,878 voting rights (12,087,857 shares), 36.52%, first. Reference date: 30 November 2025.
シークエッジ・ジャパン・ホールディングス: 127,731 voting rights (12,773,115 shares), 28.66%, first. スケブベンチャーズ: 120,878 voting rights (12,087,857 shares), 27.12%, second. The reference base is the total number of voting rights as of 30 November 2025 plus the voting rights represented by the newly issued shares.
Related procedures
Third-party allotment conditional on the effectiveness of the filing under the Financial Instruments and Exchange Act, and obtaining an opinion letter on necessity and appropriateness under Article 432 of the Tokyo Stock Exchange Listing Regulations
Tokyo Stock Exchange (Article 432 of the Listing Regulations)
Company response
There is no disclosure regarding a third-party committee or special investigation committee. An opinion letter dated 23 March 2026 was obtained from attorney Honzawa Junko (本澤順子) of Honzawa Law Office, which is independent of the Company and the planned allottee.
The conversion of interest-bearing debt into equity is expected to stabilize the financial base, improve the equity ratio, reduce interest expenses and improve cash flow. The payment date is 1 May 2026.
If any matter requiring disclosure arises concerning the impact on current-period results, the Company will disclose it promptly.
| Item | Details |
|---|---|
| Event name | Issuance of New Shares Through a Third-Party Allotment (Contribution in Kind (Debt-to-Equity Swap)) and Changes in the Major Shareholder and Largest Shareholder Among the Major Shareholders |
| Date of occurrence | 23 March 2026 (date of board resolution) |
| Subject Entity | JN Group Inc. |
| Target Locations / Products | Common shares of JN Group Inc. and the monetary receivables held by シークエッジ・ジャパン・ホールディングス against the Company |
| Cause | Maintaining approximately ¥1.2 billion in debt owed to the parent company could constrain the use of future cash flow through repayment and interest obligations. The debt will therefore be converted into equity at an early stage to stabilize the financial base and secure financial capacity for growth investments. |
| Amount of Impact on Business Performance | ¥1,216,256,190 in receivables will be converted into equity. There will be no cash payment, and the estimated amount of issuance expenses is ¥5,500,000. The accounting classification for any extraordinary loss or other item is Not disclosed |
| Impact on Earnings Forecast | The impact on current-period results is currently under review. If any matter requiring disclosure arises, the Company will disclose it promptly. |
| Type of litigation or proceeding | Third-party allotment conditional on the effectiveness of the filing under the Financial Instruments and Exchange Act, and obtaining an opinion letter on necessity and appropriateness under Article 432 of the Tokyo Stock Exchange Listing Regulations |
| Court or authority | Tokyo Stock Exchange (Article 432 of the Listing Regulations) |
| Investigation structure | There is no disclosure regarding a third-party committee or special investigation committee. An opinion letter dated 23 March 2026 was obtained from attorney Honzawa Junko (本澤順子) of Honzawa Law Office, which is independent of the Company and the planned allottee. |
| Voting rights ownership percentage before the change | シークエッジ・ジャパン・ホールディングス: 12,990 voting rights (1,299,000 shares), 3.92%, sixth. スケブベンチャーズ: 120,878 voting rights (12,087,857 shares), 36.52%, first. Reference date: 30 November 2025. |
| Voting rights ownership percentage after the change | シークエッジ・ジャパン・ホールディングス: 127,731 voting rights (12,773,115 shares), 28.66%, first. スケブベンチャーズ: 120,878 voting rights (12,087,857 shares), 27.12%, second. The reference base is the total number of voting rights as of 30 November 2025 plus the voting rights represented by the newly issued shares. |
| Outlook | The conversion of interest-bearing debt into equity is expected to stabilize the financial base, improve the equity ratio, reduce interest expenses and improve cash flow. The payment date is 1 May 2026. |
| Planned follow-up disclosure | If any matter requiring disclosure arises concerning the impact on current-period results, the Company will disclose it 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.To convert debt owed to the parent company into equity, thereby reducing interest-bearing debt, repayment obligations and interest expenses, improving the equity ratio and cash flow, and securing the financial capacity to fund growth investments. In addition, the agreement with the parent company will enable the debt to be settled reliably and promptly.