Issuance of new shares, offering for sale of shares, and change in controlling shareholder other than the parent company
Valuence Holdings Inc. (issuer), バリュエンスジャパン株式会社 (financing recipient of the funds raised), SFプロパティマネジメント株式会社 (controlling shareholder subject to the change)
The Company’s common shares; purchase stores operated by バリュエンスジャパン株式会社, purchase stores operated by overseas consolidated group companies, and the purchase and sales systems at the Company’s headquarters
Raising funds for capital expenditures and working capital for merchandise procurement, expanding procurement in Japan and overseas, strengthening the retail business, diversifying the shareholder base, improving share liquidity and strengthening corporate governance
Estimated net proceeds from the public offering: ¥1,636.82 million. ¥900 million for capital expenditures, ¥500 million for working capital for merchandise procurement, and the balance is scheduled to be allocated to part of the capital expenditures for the fiscal year ending August 2028. Profit or loss classification: Not disclosed.
The impact on results for the fiscal year ending August 2027 is described. The use of funds extends to capital expenditure plans for the fiscal years ending August 2027, August 2028 and August 2029, but the timing of expense recognition and other accounting treatment is Not disclosed.
The impact of this matter on results for the fiscal year ending August 2027 is expected to be immaterial.
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.
As of 31 August 2026, SFプロパティマネジメント株式会社 directly held 73,682 shares, representing a voting rights ownership ratio of 55.95%.
SFプロパティマネジメント株式会社 directly held 59,882 shares, representing a voting rights ownership ratio of 41.96%.
The change in controlling shareholder is scheduled for 17 November 2026. The payment date for the public offering will be one of the days from 16 to 19 November 2026, and the settlement date for the offering for sale will be one of the days from 17 to 20 November 2026. SFプロパティマネジメント株式会社 intends to hold the Company’s shares over the medium to long term, and Sakimoto Shinsuke (嵜本晋輔) will continue to manage the Company as Representative Director after the offering for sale. The impact of this matter on results for the fiscal year ending August 2027 is expected to be immaterial.
| Item | Details |
|---|---|
| Event name | Issuance of new shares, offering for sale of shares, and change in controlling shareholder other than the parent company |
| Date of occurrence | 17 November 2026 (scheduled date of the change in controlling shareholder other than the parent company). The decision date for the issuance of new shares and related matters was 30 October 2026. |
| Date recognized / date notice received | 30 October 2026 (date of board resolution and announcement) |
| Subject Entity | Valuence Holdings Inc. (issuer), バリュエンスジャパン株式会社 (financing recipient of the funds raised), SFプロパティマネジメント株式会社 (controlling shareholder subject to the change) |
| Target Locations / Products | The Company’s common shares; purchase stores operated by バリュエンスジャパン株式会社, purchase stores operated by overseas consolidated group companies, and the purchase and sales systems at the Company’s headquarters |
| Cause | Raising funds for capital expenditures and working capital for merchandise procurement, expanding procurement in Japan and overseas, strengthening the retail business, diversifying the shareholder base, improving share liquidity and strengthening corporate governance |
| Amount of Impact on Business Performance | Estimated net proceeds from the public offering: ¥1,636.82 million. ¥900 million for capital expenditures, ¥500 million for working capital for merchandise procurement, and the balance is scheduled to be allocated to part of the capital expenditures for the fiscal year ending August 2028. Profit or loss classification: Not disclosed. |
| Accounting period in which recognized | The impact on results for the fiscal year ending August 2027 is described. The use of funds extends to capital expenditure plans for the fiscal years ending August 2027, August 2028 and August 2029, but the timing of expense recognition and other accounting treatment is Not disclosed. |
| Impact on Earnings Forecast | The impact of this matter on results for the fiscal year ending August 2027 is expected to be immaterial. |
| Voting rights ownership percentage before the change | As of 31 August 2026, SFプロパティマネジメント株式会社 directly held 73,682 shares, representing a voting rights ownership ratio of 55.95%. |
| Voting rights ownership percentage after the change | SFプロパティマネジメント株式会社 directly held 59,882 shares, representing a voting rights ownership ratio of 41.96%. |
| Outlook | The change in controlling shareholder is scheduled for 17 November 2026. The payment date for the public offering will be one of the days from 16 to 19 November 2026, and the settlement date for the offering for sale will be one of the days from 17 to 20 November 2026. SFプロパティマネジメント株式会社 intends to hold the Company’s shares over the medium to long term, and Sakimoto Shinsuke (嵜本晋輔) will continue to manage the Company as Representative Director after the offering for sale. The impact of this matter on results for the fiscal year ending August 2027 is expected to be immaterial. |
Items this document does not state (13)
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 apply the funds raised to capital expenditures and working capital for merchandise procurement, and to expand procurement in Japan and overseas and strengthen the retail business. In addition, to diversify the shareholder base, improve share liquidity and strengthen corporate governance.