24 March 2026
Company Nippon Sheet Glass Co., Ltd.
Code 5202
Address of Headquarters 5-27, Mita 3-Chome, Minato-Ku,
Tokyo, Japan Representative Executive Officer Munehiro Hosonuma For inquiries Hiroyuki Genkai
Director, Investor Relations
Telephone +81-3-5443-9522
Issuance of New Shares through Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Share Consolidation and Abolition of Share Unit System, Capital Restructuring through Debt-Equity Swap, and Change in Parent Company and Largest Shareholder
Nippon Sheet Glass (the “Company” or “NSG”) announces that a resolution was passed by the Board of Directors today to issue new common shares (the “New Shares”) through a third-party allotment of 165 billion yen (the “Third-Party Allotment”), corresponding to the total amount paid by Lumina Japan Acquisition Co., Ltd. (the “Allottee”), a special purpose company owned by funds managed by affiliates of Apollo Global Management, Inc. (“Apollo Funds”) and its subsidiaries (collectively “Apollo”). In addition to the above, at the Board of Directors meeting held today, the Company passed a resolution to submit a proposal regarding the Third-Party Allotment and a proposal regarding a partial amendment to the Articles of Incorporation in order to increase the total number of authorized shares of the Company necessary for the implementation of the Third-Party Allotment (the “Proposals Related to Third-Party Allotment”) to the annual general meeting of shareholders to be held on late June 2026 (the “Annual General Meeting of Shareholders”).
At the Board of Directors meeting held today, the Company has also passed a resolution to submit to the Annual General Meeting of Shareholders a proposal to consolidate 122,222,222 common shares into 1 share and make a cash payment to the shareholders of the Company other than the Allottee, equivalent to 500 yen per share of the Company common shares prior to the share consolidation (the “Share Consolidation”) and a proposal for a partial amendments to the Articles of Incorporation with respect to the abolition of the share unit system (together with the Proposals Related to the Third-Party Allotment, collectively referred to as the “Proposals to be Submitted to the Annual General Meeting of Shareholders”) to ensure that the Allottee becomes the Company’s sole shareholder.
The above resolutions from the Board of Directors were made on the premise that the Allottee intends to make the Company its wholly-owned subsidiary through the Third-Party Allotment and the subsequent Share Consolidation (as the “Wholly-Owned Transaction”), as well as funds from the Third-Party Allotment will be used to repay the existing borrowings of the Company’s U.K. subsidiary and to deliver money to the minority shareholders as a result of the Share Consolidation (for details, please refer to “(2) Specific Use of Proceeds and Timing” within “3. Amount, Use and Timing of Proceeds” and “II. Issuance of new shares through the Third-Party Allotment”), and the Company’s common shares are set to be delisted. Given the necessary time for the completion of expected procedures and filings under the domestic and foreign competition laws and foreign direct investments laws and regulations and foreign subsidies regulations in relevant jurisdictions, based
on the share subscription agreement (the “Share Subscription Agreement”) concluded between the Company and the Allottee, the conditions for the execution of the Third-Party Allotment (the “Condition Precedent”. For details, please refer to “(4) Major Agreements under Related Agreements” within “2. Purpose and Background of the Third-Party Allotment” of “II. Issuance of new shares through the Third-Party Allotment” below) includes that all of the proposals to be submitted to the Annual General Meeting of Shareholders are approved and that all the regulatory procedures are completed. The Share Consolidation will become effective on the condition that the Third-Party Allotment is executed.
Furthermore, on the Effective Date of the Share Consolidation, SMBC, DBJ, Mizuho, and SMTB (the “Major Financial Institutions”) plan to make a cash contribution of 140 billion yen in the Company through a limited partnership managed by Apollo Funds and the Allottee. The Company plans to repay all the borrowings from the Major Financial Institutions by using the funds received from the Allottee on the same day (the “Quasi-DES”) (please refer to scheme diagram in “I. Transaction process and timeline” for details). The Quasi-DES is intended to lead to future growth through recapitalization following the equity conversion of the Company’s debt. It is confirmed that the Definitive Agreement has been executed today with Apollo Funds and the Major Financial Institutions.
In addition, the Company also announces that its parent company and largest shareholder are expected to change following the Third-Party Allotment.
Notice
I. Transaction process and timeline
The series of transactions including the Third-Party Allotment, the Wholly-Owned Transaction through the Share Consolidation and the Quasi-DES (the “Transaction”) will be conducted in accordance with the following procedures.
The Class A Shareholders (Japan Industrial Solutions II Investment Limited Partnership (hereinafter referred to as the “JIS Fund”) and UDS Corporate Mezzanine No. 3 Investment Limited Partnership (hereinafter referred to as the “UDS No. 3 Fund”) and UDS Corporate Mezzanine No. 4 Investment Limited Partnership (hereinafter referred to as the “UDS No. 4 Fund,” and together with the UDS No. 3 Fund, collectively referred to as the “UDS Funds,” and the JIS Fund and the UDS Funds collectively referred to as the “Class A Preferred Shareholders”)) exercise their respective rights to request the acquisition of the Company’s common shares ((2) below)
The Proposals to be Submitted to the Annual General Meeting of Shareholders shall be submitted to the Annual General Meeting of Shareholders.
Subject to the satisfaction of the Condition Precedent, the New Shares pertaining to the Third-Party Allotment will be issued, as a result of which the Allottee will become the parent company and the largest shareholder of the Company, holding 3,666,666 voting rights, which represent 72.04% of the total voting rights of the Company, calculated based on the aggregate of (i) the total number of voting rights of the Company as of December 27, 2025 (1,040,665 voting rights) and (ii) the number of voting rights to be held
by the UDS Funds and the JIS Fund as a result of the exercise of the rights to request acquisition (382,527 voting rights), totaling 1,423,192 voting rights, after deducting treasury shares (36,139 shares), and the cash contribution from the Third-Party Allotment will be used to repay the existing debt of the UK subsidiary ((3) below).
Refinancing existing domestic borrowings (such refinancing, the “Refinancing”). ((4) below)
The Share Consolidation shall become effective on the subsequent Effective Date of the Share Consolidation subject to the cash contribution from the New Shares under the Third-Party Allotment. As a result, the Allottee will become the sole shareholder of the Company ((5) below)
The Quasi-DES will be implemented on the Effective Date of the Share Consolidation. ((6) below)
After the Share Consolidation becomes effective, 500 Yen for each common shares held by the minority shareholders prior to the Share Consolidation will be paid to the minority shareholders who come to hold fractional shares (including JIS fund and UDS fund) in accordance with the treatment method of fractional shares arising as a result from of the Share Consolidation (as per the provisions of the Companies Act and with the permission of the court, the Company plans to purchase shares equivalent to the total sum of the fractional shares, and the proceeds of that sale will be delivered to minority shareholders in proportion to the fractional shares attributed to them ). As a result of the Share Consolidation, the Allottee becomes the sole shareholder of the Company. ((7) below)
Each procedure forming the Transaction is illustrated as follows.
① current situation
Existing
sharehoclders (Common Stock)
Major
financial institutions
Domestic and other financial institution
Overseas Financial institutions, etc.
Senior loan
Class A Shares
*Including Existing borrowings, etc. in the UK subsidiary
② Exercise of Right to Demand Acquisition of Common Stock by Class A Shareholders
Major
financial institutions
Domestic and other financial institution
Overseas Financial institutions, etc.
Senior loan
Existing
shareholders (Common Stock)
From Class A shares conversion into common stock
Including Existing borrowings, etc. in the UK subsidiary
③ Implementation of the Third-Party Allotment
Apollo
Funds
Investor Union
AcqCo
Senior loan
Overseas
Financial institutions, etc.
Repayment
Major
financial institutions
Domestic and other financial institution
Equity Contribution
New shares issuance and allotment of common shares
Including Existing borrowings, etc. in the UK subsidiary
④ Refinancing of existing domestic borrowings
main financial institution
Domestic and other financial institution
Refinancing
the existing borrowings
New Financial institution
To the refinancing Associated and New borrowings
⑤ Implementation of the Share Consolidation
[Jade]
[Unity]
[Investor Union]
Aurora
Fund
⑦ Cash payments to minority shareholders
⑥ Implementation of Quasi-DES
main
financial institution
Domestic and other financial institution
Minority Shareholders
New
Financial Senior Loan
institution
main
financial institution pseudo-DES equivalent
main
financial institution pseudo-DES equivalent
4.repayment
1.investment
main
financial
institution
ex
rs
Domestic and
other financial institution
(Minority Shareholders)
New
Financial institution
Nexus
Group
senior loan
main
financial institution
main
financial
institution
Existing
shareholders
JIS UDS
Domestic and
other financial institution
Cash payments to minority
shareholders
New
Financial institution
100% shareholding
senior loan
investment
Aurora
Fund
investment
[Jade]
[Unity]
[Investor
Union]
After Completion