Create restaurants : Notice of Determination of the Number of Shares Issued in a Third-Party Allotment

December 10, 2021

Notice of Determination of the Number of Shares Issued in a Third-Party Allotment

create restaurants holdings inc. announces that, regarding the issuance of new shares through a third-party allotment, which was resolved at our Board of Directors meeting held on October 28, 2021, Mizuho Securities Co., Ltd., our allottee, has notified us that it will apply for acquiring a portion of our shares to be issued. Details are as follows.

(Note) On the same date as the payment date (December 15, 2021), the Company resolved to reduce the amount of common stock and additional paid-in capital equal to the amount of common stock and additional paid-in capital to be increased as a result of this change.

(Reference)

1. The capital increase through third-party allotment described above was resolved at the meeting of our Board of Directors held on October 28, 2021 at the same time as the issuance of new shares through public offering (general offering) and the sale of our shares (over-allotment offering). For details of this third-party allotment, please refer to the "Notice of Issuance of New Shares, Secondary Offering of Shares and Reduction of Capital and Capital Reserve" dated October 28, 2021 and the "Notice Regarding the Determination of Issue Price, Selling Price, etc. and Reduction of Capital and Capital Reserve" dated November 8, 2021.
2. Changes in the number of shares outstanding due to the third-party allotment of new shares

Note: This document is a press release to publicly announce regarding the determination of the Number of Shares Issued in a Third-Party Allotment and is not prepared for soliciting investment.

3. Use of the proceeds

The above approximate proceeds of 1,147,281,800 yen from the third-party allotment of new shares, together with the approximate proceeds of 14,942,740,000 yen from the general offering resolved on the same date as the said third-party allotment, will result in the total approximate proceeds of 16,090,021,800 yen.

Of this amount, 5,000 million yen will be allocated by the end of February 2024 to domestic and overseas capital expenditures for new outlet openings, brand change and renovations to review the portfolio in anticipation of the post-COVID era, which is the pillar of the growth strategy in the medium-term management plan, and to funds for digital transformation (DX) to improve productivity and respond to human resource shortages.

The remaining balance is expected to be used by the end of May 2022 to repay long-term debt, including perpetual subordinated loans borrowed in February 2021.

We plan to fund capital investment in outlets and DX promotion at subsidiaries through investments and loans from us.

In addition, the above proceeds will be properly managed in our deposit account until the specific time of appropriation.

Please refer to the "Notice of Issuance of New Shares, Secondary Offering of Shares and Reduction of Capital and Capital Reserve" announced on October 28, 2021 for the main capital investment plans of our group.

Note: This document is a press release to publicly announce regarding the determination of the Number of Shares Issued in a Third-Party Allotment and is not prepared for soliciting investment.