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Share Issuance and Disposal2471S-Pool,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Stock Acquisition Rights Offered for Subscription (Paid Stock Options)

The Board of Directors resolved to issue 2,500 paid stock acquisition rights to executive directors, employees of the Company, and employees of its subsidiaries. If all rights are exercised, the number of common shares will increase by 250,000.

Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.32
% (increase as a percentage of shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights for subscription (paid stock options)

Who receives how much

250,000 common shares (2,500 stock acquisition rights, 100 shares per right)

1 executive director of the Company500 rights
1 employee of the Company500 rights
6 employees of the Company's subsidiaries1,500

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥100 per Stock Acquisition Right
Total issue value

¥250,000

Amount of funds to be raised
Total amount to be paid: ¥250,000; estimated net proceeds: Not disclosed
発行済株式総数

Increase of 250,000 common shares (if all stock acquisition rights are exercised)

0.32% (as a percentage of the total number of shares issued if all stock acquisition rights are exercised)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
Initial exercise price of ¥246. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of new shares or disposal of treasury shares at a price below market value, corporate reorganizations and other events. The floor price is Not disclosed.
Exercise period
Start Date 1 March 2029 / End date 29 February 2032
Number of Stock Acquisition Rights
Total issued: 2,500 rights; outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger agreement under which the Company becomes the disappearing company, a corporate separation agreement or plan under which the Company becomes the separating company, or a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, the Company may acquire all of the stock acquisition rights for no consideration on a date separately specified by the Board of Directors., If, before exercising the rights, a holder of the stock acquisition rights becomes unable to exercise them under the exercise conditions, the Company may acquire the rights for no consideration.
Categories and Number of Persons Covered
Category Executive directors of the Company / Number of Employees 1 / Number of allocated shares 500 rights (equivalent to 50,000 shares), Category The Company's employees / Number of Employees 1 / Number of allocated shares 500 rights (equivalent to 50,000 shares), Category Employees of the company's subsidiaries / Number of Employees 6 / Number of allocated shares 1,500 rights (equivalent to 150,000 shares)
Payment date
30 June 2026
Basis for determining the amount to be paid
¥100 per stock acquisition right. The amount was determined by reference to the results of a Monte Carlo simulation conducted by the third-party valuation institution 株式会社プルータス・コンサルティング, taking into account the Company's share price information and other factors. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
The rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights for subscription (paid stock options)
Number of shares to be issued or disposed of250,000 common shares (2,500 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥100 per Stock Acquisition Right
Total issue value¥250,000
Amount of funds to be raisedTotal amount to be paid: ¥250,000; estimated net proceeds: Not disclosed
Payment date30 June 2026
Intended allotteeName 1 executive director of the Company / Number of Shares 500 rights, Name 1 employee of the Company / Number of Shares 500 rights, Name 6 employees of the Company's subsidiaries / Number of Shares 1,500
Dilution Rate0.32% (as a percentage of the total number of shares issued if all stock acquisition rights are exercised)
Total number of issued sharesIncrease of 250,000 common shares (if all stock acquisition rights are exercised)
Basis for determining the amount to be paid¥100 per stock acquisition right. The amount was determined by reference to the results of a Monte Carlo simulation conducted by the third-party valuation institution 株式会社プルータス・コンサルティング, taking into account the Company's share price information and other factors. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise priceInitial exercise price of ¥246. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of new shares or disposal of treasury shares at a price below market value, corporate reorganizations and other events. The floor price is Not disclosed.
Exercise periodStart Date 1 March 2029 / End date 29 February 2032
Number of Stock Acquisition RightsTotal issued: 2,500 rights; outstanding unexercised rights: Not disclosed
Reason for acquisition without considerationIf approval is granted for a merger agreement under which the Company becomes the disappearing company, a corporate separation agreement or plan under which the Company becomes the separating company, or a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, the Company may acquire all of the stock acquisition rights for no consideration on a date separately specified by the Board of Directors., If, before exercising the rights, a holder of the stock acquisition rights becomes unable to exercise them under the exercise conditions, the Company may acquire the rights for no consideration.
Categories and Number of Persons CoveredCategory Executive directors of the Company / Number of Employees 1 / Number of allocated shares 500 rights (equivalent to 50,000 shares), Category The Company's employees / Number of Employees 1 / Number of allocated shares 500 rights (equivalent to 50,000 shares), Category Employees of the company's subsidiaries / Number of Employees 6 / Number of allocated shares 1,500 rights (equivalent to 150,000 shares)
Procedures under the Corporate Code of ConductThe rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To enhance the motivation and morale of eligible recipients and strengthen cohesion within the Company Group, with a view to achieving medium- to long-term business growth and increasing corporate value. The Company explains that making the achievement of performance targets a condition for exercise will contribute to the interests of existing shareholders and that the impact of dilution is reasonable.

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Notice Regarding the Issuance of Stock Acquisition Rights Offered for Subscription (Paid Stock Options) | S-Pool,Inc. (2471) timely disclosure | Komori