ANA holdings announces major capital restructuring, new shares to fund growth

ANA Holdings will repurchase up to 67.5 million common shares, representing 14.2% of total issued shares (excluding treasury stock), for a maximum of 150 bn yen. The repurchase period runs from December 16, 2025, to December 15, 2026. The company plans to cancel these repurchased shares on December 16, 2026, aiming to optimize its capital structure, refund capital to common shareholders, and improve shareholder value.

To finance growth investments and fund the share repurchase, ANA Holdings will issue 40 million Series 1 Bond-Type Class Shares via public offering, raising 200 bn yen. Of the net proceeds, 100 bn yen will be allocated to aircraft investments by March 2027, expanding its fleet to approximately 320 aircraft by 2030. The remaining proceeds, combined with existing liquidity, will support the share repurchase.

The company will also reduce its stated capital and additional capital reserves by 97.5 bn yen each, transferring these amounts to "other capital surplus," effective December 12, 2025. This ensures prompt and flexible capital management while maintaining financial soundness. The Bond-Type Class Shares offer fixed preferred dividends for approximately five years, are non-voting, non-participating, and are designed to minimize dilution for existing common shareholders.