Upcoming Schedule and Answers to Frequently Asked Questions in connection with the Delisting Transaction

On 24 March 2026, the Company announced the implementation of a series of fundamental measures designed to achieve sustainable growth through capital restructuring, with the support of investment funds managed by affiliates of Apollo Global Management, Inc. ("Apollo Funds") and its subsidiaries (collectively "Apollo").

For the implementation of these measures, the related proposals were approved at the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders held on 26 June 2026. The Company subsequently obtained the necessary approvals and permits from the relevant authorities in Japan and overseas and completed the required procedures and actions. Accordingly, the Company hereby provides information regarding the upcoming principal schedule, including the delisting of the Company's common shares ("the Company shares"), contact information, and answers to frequently asked questions, as set out below.

 

For further details of these measures, please refer to the timely disclosure materials dated 24 March 2026 listed below.

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

NSG Group Fundamental Strategic Steps for the New NSG Group

Principal Schedule (provisional)

Payment date for the Third-Party Allotment (Note 1) 31 August 2026
Last trading date on the Tokyo Stock Exchange (Note 2) 25 September 2026
Delisting date from the Tokyo Stock Exchange 28 September 2026
Effective date of the Share Consolidation (Note 3) 30 September 2026
Implementation date of the Quasi-DES (Note 4) 30 September 2026
Payment of the proceeds from the disposal of fractional shares resulting from the share consolidation (Note 5) December 2026 (planned)

(Notes)

Note 1. The Company will issue its shares by way of a third-party allotment to Lumina Japan Acquisition Co., Ltd. (the "Allottee"), a special purpose company held by the Apollo Funds, for a total subscription amount of approximately JPY 165 billion.
Note 2. The Company shares may be traded on the Tokyo Stock Exchange until the business day immediately preceding the delisting date.
Note 3. In order to make the Allottee the sole shareholder of the Company, the Company will implement a share consolidation at a ratio of 122,222,222 shares to one share. As a result of this share consolidation, the shares held by shareholders other than the Allottee are expected to become fractional shares representing less than one whole share.
Note 4. On the effective date of the share consolidation, Sumitomo Mitsui Banking Corporation (SMBC), Development Bank of Japan, Inc. (DNJ), Mizuho Bank, Ltd., and Sumitomo Mitsui Trust Bank, Limited (SMTB) (collectively, the 'Major Financial Institutions') plan to make a cash contribution of JPY 140 billion in the Company through a limited partnership managed by Apollo Funds and the Allottee, and the Company plans to repay the corresponding borrowing amount from the Major Financial Institutions by using the funds received from the Allottee on the same day (the 'quasi-DES'), as part of a series of transactions.
Note 5. The Company intends to pay shareholders of the Company other than the Allottee the proceeds from the disposal of fractional shares (equivalent to JPY 500 per Company's share on a pre-share consolidation basis). Once the schedule has been finalized, a further announcement will be made on this website.

Contact Information

For inquiries regarding the Transactions, please contact us via the Company's inquiry form.

Contact Form

For inquiries regarding share-related administrative procedures, please contact your securities company through which your shares are held or Sumitomo Mitsui Trust Bank, Limited, the Company's shareholder registry administrator.

Sumitomo Mitsui Trust Bank, Limited
Contact: 0120-782-031
(Opening Hours: 9:00 a.m. to 5:00 p.m. (excluding Saturdays, Sundays and public holidays)

Frequently Asked Questions

  1. Upcoming Schedule regarding the Company Shares
  2. Q1. What will happen to the Company shares that I currently hold?

    Q2. As of what date will shares be eligible for purchase, and at what price will they be purchased?

    Q3. When will the cash consideration (cash payment for fractional shares) be paid?

    Q4. How will shareholders receive the cash consideration? Are shareholders required to take any action or complete any procedures?

    Q5. Will shareholders incur any fees or other charges when receiving the cash consideration?

    Q6. What are "fractional shares"?

    Q7. Can I continue to hold my shares as fractional shares?

  3. Tax Matters
  4. Q8. What are the tax implications for individual shareholders who receive the cash consideration?

    Q9. I am an individual shareholder. Can any gain or loss arising from the cash consideration be offset against gains or losses from other listed shares?

    Q10. If I need to determine the acquisition cost of my shares for tax filing purposes, what should I do?

    Q11. What are the tax implications for individual shareholders who reside outside Japan?

    Q12. What are the tax implications for corporate shareholders receiving the cash consideration?

  1. Upcoming Schedule regarding the Company Shares
  2. Q1. What will happen to the Company shares that I currently hold?

    A1. The Company shares are currently listed on the Prime Market of the Tokyo Stock Exchange; however, they are scheduled to be delisted on 28 September 2026, which is two business days prior to the effective date of the share consolidation. The Company shares may continue to be traded as usual on the Tokyo Stock Exchange until 25 September 2026. Following the delisting, as a result of the share consolidation, the shares held by shareholders other than the Allottee are expected to become fractional shares representing less than one share. The Company plans to acquire such fractional shares, subject to court approval and in accordance with the procedures prescribed under the Companies Act and other applicable laws and regulations.

    Q2. As of what date will shares be eligible for purchase, and at what price will they be purchased?

    A2. Subject to the Company obtaining court approval as planned, the Company intends to pay shareholders whose holdings of the Company shares are recorded in the final shareholder register of the Company as of 29 September 2026 a cash amount calculated at ¥500 per share based on the number of shares held by each such shareholder.

    Q3. When will the cash consideration for fractional shares be paid?

    A3. The Company expects to pay shareholders the cash consideration at or around the time indicated under 'Payment of the proceeds from the disposal of fractional shares resulting from the share consolidation' in the principal schedule above.

    Q4. How will shareholders receive the cash consideration? Are shareholders required to take any action or complete any procedures?

    A4. Around late October to early November 2026, the Company plans to send eligible shareholders (please see A2.) a document tentatively titled "Confirmation of the Method for Receiving Proceeds from the Disposal of Fractional Shares Following the Share Consolidation".

    After reviewing the document, shareholders will be asked to choose one of the following payment methods:

    • (1) Bank transfer to an account designated by the shareholder
    • Please specify the account to which payment should be made by completing and returning the enclosed "Designation Form for Bank Transfer of Proceeds from the Disposal of Fractional Shares".

    • (2) Receipt of cash at a Japan Post Bank branch or other designated location
    • Please bring the “Receipt for Proceeds from the Disposal of Fractional Shares” (to be sent at a later date) and any other required documents to a Japan Post Bank branch or other.*
      Further details will be provided in the above-mentioned document, tentatively titled "Confirmation of Method for Receiving Proceeds from the Disposal of Fractional Shares Following the Share Consolidation".

      *Please note that if no payment method is designated, or if a shareholder who currently receives dividends through a securities company account under the proportional allocation method does not complete the procedure described in (1) above, payment will be made in cash through a Japan Post Bank branch or other designated location as described in (2).

    Q5. Will shareholders incur any fees or other charges when receiving the cash consideration?

    A5. Regardless of the payment method selected, shareholders will not incur any fees or other charges when receiving the cash consideration.

    Q6. What are "fractional shares"?

    A6. Fractional shares are shares representing less than one whole share. On 30 September 2026, the Company will carry out a share consolidation at a ratio of 122,222,222 shares to one share. Consequently, the shares held by shareholders other than the Allottee are expected to become fractional shares representing less than one share.

    Q7. Can I continue to hold my shares as fractional shares?

    A7. Under the provisions of the Companies Act, shareholders cannot continue to hold fractional shares. The Company will acquire such fractional shares and pay the corresponding cash consideration to the relevant shareholders.

  3. Tax Matters
  4. Q8. What are the tax implications for individual shareholders who receive the cash consideration?

    A8. If the difference between the cash consideration and the acquisition cost of your shares results in a capital gain, a tax return will generally be required. The Company respectfully requests that shareholders consult their local tax office or a qualified tax professional directly regarding any questions concerning their individual tax circumstances or the procedures for filing a tax return.

    Q9. I am an individual shareholder. Can any gain or loss arising from the receipt of the cash consideration be offset against gains or losses from other listed shares?

    A9. The receipt of the cash consideration will be treated as a” transfer of unlisted shares” for tax purposes.

    Shareholders who wish to offset gains or losses from this transaction against gains or losses arising from other listed shares are advised to consider selling their Company shares by the final trading day on the Tokyo Stock Exchange (currently scheduled to be 25 September 2026).

    Please note that gains or losses arising from the "transfer of unlisted shares" cannot be offset against capital gains or losses, interest income, or dividend income from listed shares, bonds, or similar securities. In addition, any capital losses arising from such transfers are not eligible to be carried forward and deducted for the subsequent three years.

    Furthermore, please also note that even if your shares are currently held in a specified account for tax-reporting purposes (tokutei-koza) or a NISA account, the cash consideration will be paid only after the shares have been withdrawn from such account following the delisting of the Company shares. Accordingly, the transaction will not be treated as a transfer conducted within a specified account or a NISA account.

    Q10. If I need to determine the acquisition cost of my shares for tax filing purposes, what should I do?

    A10. As the Company does not have information regarding the acquisition cost, acquisition date or other details relating to shareholders' holdings of Company shares, please contact your securities company for confirmation.

    For information as to "how to proceed if the acquisition cost is unknown" and on "methods of confirming the acquisition cost", please refer to the National Tax Agency website below. Should you require further clarification, we kindly ask that you consult your local tax office or a qualified tax professional.

    Q11. What are the tax implications for individual shareholders who reside outside Japan?

    A11. If you are a non-resident individual without a permanent establishment in Japan, Japanese income tax will generally not be imposed, although the tax treatment may vary depending on the tax laws of Japan and your country of residence, as well as any applicable tax treaty between the two countries.

    For the final determination and detailed guidance, shareholders are kindly requested to consult a tax adviser in your country of residence, a Japanese tax professional, and/or the consultation services of the National Tax Agency of Japan.

    Q12. What are the tax implications for corporate shareholders receiving the cash consideration?

    A12. As the tax treatment applicable to corporate shareholders may vary depending on their individual circumstances, corporate shareholders are requested to consult their local tax office or a qualified tax adviser.

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