February 24 2026 Company Name: AnGes Inc.
Presentative: Ei Yamada, President & CEO
AnGes, Inc. (the "Company") hereby announces that, at the Board of Directors meeting held on February 24, 2026, it resolved to enter into an Unsecured Private Placement Bond Facility (Revolving Type) Total Amount Purchase Agreement (the "Agreement") with Cantor Fitzgerald Europe (the "Bondholder").
Further, under the Agreement, the Company will issue its 2nd Unsecured Corporate Bonds (Private Placement) on February 27, 2026, and intends to issue up to JPY 2,737,888,650 in unsecured ordinary corporate bonds (private placement) to the Bondholder in multiple tranches.
The funds raised through the unsecured ordinary corporate bonds issued under the Agreement will be appropriated for the uses stated in the "Notice Regarding Issuance of the 46th Stock Acquisition Rights (with Exercise Price Adjustment Clause)" dated November 7, 2025. Funds for redemption will be sourced from proceeds obtained through the future exercise of the 46th Stock Acquisition Rights.
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Details of the Agreement
①
Name of Agreement
AnGes, Inc. Unsecured Straight Bonds (Minority Private Placement) Revolving Total Amount Purchase Facility Agreement
②
Execution Date
February 24, 2026
③
Facility Period
February 24, 2026 - December 31, 202
④
Facility Limit
Initial Amount: JPY 2,737,888,650
(Calculated as: closing stock price on Feb 20, 2026 × number of unexercised 46th Stock Acquisition Rights × 50)
If the facility is suspended, the limit will be revised based on the reference date when the facility resumes, as follows (rounded down to nearest JPY 100 million):
Revised Facility Limit = closing stock price on reference date × remaining 46th SARs × 50
If this exceeds the "Facility Balance" (initial limit minus already issued bonds), the Facility Balance becomes the revised limit.
⑤
Total Amount per
Issuance
JPY 700,000,000
(If the facility limit is below JPY 700 million, maximum integer multiple of JPY 100 million.)
⑥
Amount per Bond
One-tenth of the total amount for each issuance.
⑦
Interest Rate
0% per annum
⑧
Issue Price
JPY 92.5 per JPY 100 face value
(Determined in discussion with the Bondholder to secure an effective yield given the 0% coupon.)
⑨
Redemption Price
JPY 100 per JPY 100 face value
⑩
Payment Date
Initial issuance planned for February 27, 2026.
Future issuances: 5 business days after full redemption of the previous issuance.
⑪
Maturity Date
November 25, 2027
⑫
Redemption Method
Lump-sum redemption at maturity at JPY 100 per JPY 100 face value. The Bondholder may request early redemption under certain conditions
(translated faithfully).
⑬
Facility Suspension and Resumption
If the Company's stock closes below 120% of the minimum exercise price of the 46th SARs → facility is suspended.
It resumes when the closing price is ≥120% for 5 consecutive trading days.
⑭
Facility Termination Events
Includes:
⑮
Events of Acceleration
If triggered, all remaining bonds are redeemed early at JPY 100 per JPY 100 face value.
Triggers include SAR exercise halt, organizational restructuring, delisting, squeeze-out, etc.
Total issued amount reaches JPY 2,738,888,650
Suspension continues for 20+ business days
Company halts or repurchases 46th SARs
Organizational restructuring is approved
Delisting due to takeover bid
Squeeze-out event
Other delisting/monitoring designations
Issuance of the 2nd Unsecured Corporate Bonds (Private Placement)
①
Name
AnGes, Inc. 2nd Unsecured Corporate Bonds
②
Total Amount
JPY 700,000,000
③
Bond Amount
JPY 70,000,000 each
④
Interest Rate
0%
⑤
Issue Price
JPY 92.5 per JPY 100 face value
⑥
Redemption Price
JPY 100 per JPY 100 face value
⑦
Payment Date
February 27, 2026 (scheduled)
⑧
Maturity Date
November 25, 2027
⑨
Redemption Method
Bullet maturity + several early redemption clauses
Future Outlook
The Company expects the impact on its consolidated results for FY2026 to be minimal. If any material impact is identified, the Company will promptly disclose it.
(Note)This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.
