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Share Issuance and Disposal9956VALOR HOLDINGS CO.,LTD.Retail

Notice Concerning the Issuance of New Shares and Secondary Offering

The company has decided to issue 4,694,600 new shares through a public offering, conduct an over-allotment offering of up to 704,100 shares, and carry out an associated third-party allotment. The proceeds are expected to be used for opening and renovating stores, capital investments in food factories and other facilities, and the redemption of commercial paper.

Worth reading
76Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
18076265901
JPY (maximum estimated net proceeds)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment

発行・処分する株式数

New shares Common shares: 4,694,600 shares (public offering) / Third-party allotment Common shares: 704,100 shares (maximum)

Intended allottee
Name Daiwa Securities Co., Ltd. / Number of Shares 704,100 shares (maximum; third-party allotment), Name Daiwa Securities Co., Ltd. / Number of Shares Underwriting of all shares in the public offering
To be determined. The public offering price will be determined using a price range based on 0.90 to 1.00 times the closing price on the date on which the offering price and other terms are determined. The payment amount for the third-party allotment will be the same as the public offering price.
Amount of funds to be raised

The maximum estimated net proceeds from the general offering and third-party allotment are ¥18,076,265,901. The total payment amount has not been determined.

Specific use of funds
Capital expenditures for the Company's supermarket businessAmount ¥279,000,000 / Scheduled timing of expenditures Through the end of February 2027
Capital expenditures through loans and investments in subsidiariesAmount ¥16,918,000,000 / Scheduled timing of expenditures By the end of March 2028
Funds for the redemption of commercial paperAmount Remaining amount / Scheduled timing of expenditures By the end of August 2026
Opening new stores for the drugstore business, home improvement center business, and supermarket business, including the Motohaneida and Honmoku stores in the Kanto areaAmount ¥11,614,000,000 / Scheduled timing of expenditures By the end of March 2028
Capital expenditures for food-processing plants in the supermarket businessAmount ¥2,130,000,000 / Scheduled timing of expenditures Through the end of February 2027
Store-related capital expenditures for the supermarket and drugstore businessesAmount ¥3,174,000,000 / Scheduled timing of expenditures Through the end of March 2027
Existing Shares and Increase
+10.00%Rate of increase
53,987,499 shares59,386,199Shares

Approximately 10.0% at maximum (the total of 5,398,700 shares offered in the public offering and third-party allotment, compared with the current total of 53,987,499 issued shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From the date on which the offering price and other terms are determined through the 180th day after the settlement date of the general offering (lock-up applicable to shareholders and the company)
Conditions for lifting transfer restrictions
Prior written consent from Daiwa Securities Co., Ltd. Daiwa Securities Co., Ltd. may, at its discretion, release the agreement during the restriction period.
Offering structure
Underwriter / lead underwriter
Daiwa Securities Co., Ltd.
Overallotment
Up to 704,100 shares in the secondary offering and up to 704,100 shares in the third-party allotment
Stock Split RatioA 1-for-2 split of common shares. Record date: 30 September 2026; effective date: 1 October 2026
Payment date
Public offering One day between 15 July 2026 (Wednesday) and 21 July 2026 (Tuesday), being the fifth business day after the date on which the offering price and other terms are determined. / Third-party allotment 13 August 2026 (Thursday)
Basis for determining the amount to be paid
The indicative price range will be based on 0.90 to 1.00 times the closing price of the company's common shares on the Tokyo Stock Exchange on the date on which the offering price and other terms are determined, with the final price determined after taking demand conditions and other factors into account. The maximum discount is 10%.
Most recent equity financing
Not applicable.
Impact on Business Performance
There is no change to the earnings forecast for the current fiscal year.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a public offering (domestic offering), Issuance of new shares through a third-party allotment
Number of shares to be issued or disposed ofNew shares Common shares: 4,694,600 shares (public offering) / Third-party allotment Common shares: 704,100 shares (maximum)
Issue price and disposal priceTo be determined. The public offering price will be determined using a price range based on 0.90 to 1.00 times the closing price on the date on which the offering price and other terms are determined. The payment amount for the third-party allotment will be the same as the public offering price.
Amount of funds to be raisedThe maximum estimated net proceeds from the general offering and third-party allotment are ¥18,076,265,901. The total payment amount has not been determined.
Specific use of fundsDetails Capital expenditures for the Company's supermarket business / Amount ¥279,000,000 / Scheduled timing of expenditures Through the end of February 2027, Details Capital expenditures through loans and investments in subsidiaries / Amount ¥16,918,000,000 / Scheduled timing of expenditures By the end of March 2028, Details Funds for the redemption of commercial paper / Amount Remaining amount / Scheduled timing of expenditures By the end of August 2026, Details Opening new stores for the drugstore business, home improvement center business, and supermarket business, including the Motohaneida and Honmoku stores in the Kanto area / Amount ¥11,614,000,000 / Scheduled timing of expenditures By the end of March 2028, Details Capital expenditures for food-processing plants in the supermarket business / Amount ¥2,130,000,000 / Scheduled timing of expenditures Through the end of February 2027, Details Store-related capital expenditures for the supermarket and drugstore businesses / Amount ¥3,174,000,000 / Scheduled timing of expenditures Through the end of March 2027
Payment datePublic offering One day between 15 July 2026 (Wednesday) and 21 July 2026 (Tuesday), being the fifth business day after the date on which the offering price and other terms are determined. / Third-party allotment 13 August 2026 (Thursday)
Intended allotteeName Daiwa Securities Co., Ltd. / Number of Shares 704,100 shares (maximum; third-party allotment), Name Daiwa Securities Co., Ltd. / Number of Shares Underwriting of all shares in the public offering
Dilution RateApproximately 10.0% at maximum (the total of 5,398,700 shares offered in the public offering and third-party allotment, compared with the current total of 53,987,499 issued shares)
Total number of issued shares53,987,499 shares → 59,386,199 shares (if all shares under the third-party allotment are issued)(Approximately 10.0%)
Basis for determining the amount to be paidThe indicative price range will be based on 0.90 to 1.00 times the closing price of the company's common shares on the Tokyo Stock Exchange on the date on which the offering price and other terms are determined, with the final price determined after taking demand conditions and other factors into account. The maximum discount is 10%.
Transfer restriction periodFrom the date on which the offering price and other terms are determined through the 180th day after the settlement date of the general offering (lock-up applicable to shareholders and the company)
Conditions for lifting transfer restrictionsPrior written consent from Daiwa Securities Co., Ltd. Daiwa Securities Co., Ltd. may, at its discretion, release the agreement during the restriction period.
Underwriter / lead underwriterDaiwa Securities Co., Ltd.
OverallotmentUp to 704,100 shares in the secondary offering and up to 704,100 shares in the third-party allotment
Stock Split RatioA 1-for-2 split of common shares. Record date: 30 September 2026; effective date: 1 October 2026
Most recent equity financingNot applicable.
Impact on Business PerformanceThere is no change to the earnings forecast for the current fiscal year.
Items this document does not state (11)
Total issue valueEstimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationProcedures under the Corporate Code of ConductMajor 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 expand the store network, strengthen its dominant position in existing trading areas, improve quality and product development capabilities, establish a stable supply system, and stabilize the financial base by expanding shareholders' equity.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of New Shares and Secondary Offering | VALOR HOLDINGS CO.,LTD. (9956) timely disclosure | Komori