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Share Issuance and Disposal7133HYUGA PRIMARY CARE Co.,Ltd.Retail

Notice Regarding the Issuance of Unsecured Bonds (Private Placement)

The Company has resolved to issue its Series 1 and Series 2 unsecured bonds for a total amount of ¥3,778,830,578, with 株式会社JG44 as the sole subscriber. The proceeds from the Series 1 Bonds will be used to repay existing borrowings and for related purposes, while the proceeds from the Series 2 Bonds will be used to fund the tender offer for the Company's own shares and for related purposes.

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Details of issuance or disposal

Issuance of Series 1 and Series 2 unsecured bonds (small-lot private placement with transfer restrictions)

Intended allottee
Name 株式会社JG44 / Subject Series 1 Bonds and Series 2 Bonds / Amount Series 1 Bonds: ¥2,556,265,700; Series 2 Bonds: ¥1,222,564,878
Amount of funds to be raised

Series 1 Bonds: ¥2,556,265,700; Series 2 Bonds: ¥1,222,564,878; total: ¥3,778,830,578. Estimated net proceeds: Not disclosed

Specific use of funds
Repayment of existing borrowings and related expenses
Funds for the tender offer for the Company's own shares and related expensesAmount The full amount paid in for the Series 2 Bonds (¥1,222,564,878) / Scheduled timing of expenditures Settlement and other procedures relating to the tender offer for the Company's own shares, scheduled to commence on 18 November 2026
Offering structure
Underwriter / lead underwriter
株式会社JG44
Payment date
Series 1 Bonds: 16 November 2026; Series 2 Bonds: 8 January 2027
Basis for determining the amount to be paid
¥1 per ¥1 of the principal amount of the bonds
Impact on Business Performance
The Company expects the impact of the issuance of these bonds on its financial results to be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 1 and Series 2 unsecured bonds (small-lot private placement with transfer restrictions)
Issue price and disposal price¥1 per ¥1 of the principal amount for both the Series 1 Bonds and Series 2 Bonds
Amount of funds to be raisedSeries 1 Bonds: ¥2,556,265,700; Series 2 Bonds: ¥1,222,564,878; total: ¥3,778,830,578. Estimated net proceeds: Not disclosed
Specific use of fundsDetails Repayment of existing borrowings and related expenses / Amount Not disclosed / Scheduled timing of expenditures Not disclosed, Details Funds for the tender offer for the Company's own shares and related expenses / Amount The full amount paid in for the Series 2 Bonds (¥1,222,564,878) / Scheduled timing of expenditures Settlement and other procedures relating to the tender offer for the Company's own shares, scheduled to commence on 18 November 2026
Payment dateSeries 1 Bonds: 16 November 2026; Series 2 Bonds: 8 January 2027
Intended allotteeName 株式会社JG44 / Subject Series 1 Bonds and Series 2 Bonds / Amount Series 1 Bonds: ¥2,556,265,700; Series 2 Bonds: ¥1,222,564,878
Basis for determining the amount to be paid¥1 per ¥1 of the principal amount of the bonds
Underwriter / lead underwriter株式会社JG44
Impact on Business PerformanceThe Company expects the impact of the issuance of these bonds on its financial results to be immaterial.
Items this document does not state (19)
Number of shares to be issued or disposed ofTotal issue valueEstimated issuance expensesIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 raise funds for the repayment of existing borrowings and related purposes following the successful completion of this tender offer for shares of another company, as well as funds required for settlement and other purposes relating to the tender offer for the Company's own shares.

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Notice Regarding the Issuance of Unsecured Bonds (Private Placement) | HYUGA PRIMARY CARE Co.,Ltd. (7133) timely disclosure | Komori