Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1.96
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock options (share acquisition rights) to directors
発行・処分する株式数
2,208,000 shares (22,080 share acquisition rights × 100 common shares per right, if all rights are exercised)
Intended allottee
Name 3 directors of the Company / Number of stock acquisition rights 22,080 share acquisition rights
¥600 per share acquisition right
Total issue value
¥13,248,000 (¥600 × 22,080 rights)
Amount of funds to be raised
Total amount to be paid: ¥13,248,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the rights will be subscribed for on a paid basis based on individual investment decisions, rather than being provided as compensation)
発行済株式総数
1.96% (the ratio of the increase in the number of shares if all of these share acquisition rights are exercised to the 112,380,430 shares issued as of the date of the issuance resolution)
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
The initial exercise price will be the average closing price on each trading day in the month preceding the month containing the allotment date, rounded up to the nearest yen. If this price is below the closing price on the allotment date, the closing price on the allotment date will apply. Adjustment provisions apply in the event of a share split, share consolidation, an issuance below market value, or similar events. The adjustment floor is Not disclosed.
Exercise period
From 1 May 2028 to 30 April 2031
Number of Stock Acquisition Rights
Total number issued: 22,080 rights; number of rights remaining unexercised: Not disclosed
Reason for acquisition without consideration
The Company may acquire the share acquisition rights without consideration if, among other cases, approval is granted at a shareholders meeting for a merger agreement or similar transaction in which the Company is the disappearing company, or if a holder becomes unable to exercise the rights under the exercise conditions before exercising them.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Conditions for lifting transfer restrictions
Any acquisition of share acquisition rights through a transfer requires approval by resolution of the Company’s Board of Directors. The percentage exercisable is restricted according to the cumulative number of times the revenue target is achieved. Achievement is deemed to occur when consolidated revenue for each quarter from the first quarter of the fiscal year ending August 2027 through the first quarter of the fiscal year ending August 2030 exceeds ¥11,900 million. The exercisable percentage ranges from 10% for 1 achievement to 100% for 10 achievements.
Categories and Number of Persons Covered
3 directors of the Company; 22,080 rights
Payment date
30 April 2026
Basis for determining the amount to be paid
¥600 per share acquisition right. The price was determined with reference to the result calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company’s share price information and other factors. The discount rate and premium rate are Not disclosed. The exercise price is based on the average closing price of the Company’s common shares on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date. If this is below the closing price on the allotment date, the closing price on the allotment date will apply.
Procedures under the Corporate Code of Conduct
The rights will be issued at fair value on a paid basis and do not involve particularly favorable terms, so the issuance will proceed without shareholder approval. The 3 directors eligible to receive the rights did not participate in the Board of Directors resolution concerning these share acquisition rights.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (share acquisition rights) to directors |
| Number of shares to be issued or disposed of | 2,208,000 shares (22,080 share acquisition rights × 100 common shares per right, if all rights are exercised) |
| Issue price and disposal price | ¥600 per share acquisition right |
| Total issue value | ¥13,248,000 (¥600 × 22,080 rights) |
| Amount of funds to be raised | Total amount to be paid: ¥13,248,000; estimated net proceeds: Not disclosed |
| Payment date | 30 April 2026 |
| Intended allottee | Name 3 directors of the Company / Number of stock acquisition rights 22,080 share acquisition rights |
| Dilution Rate | 1.96% (the ratio of the increase in the number of shares if all of these share acquisition rights are exercised to the 112,380,430 shares issued as of the date of the issuance resolution) |
| Total number of issued shares | 112,380,430 shares → Not disclosed |
| Basis for determining the amount to be paid | ¥600 per share acquisition right. The price was determined with reference to the result calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company’s share price information and other factors. The discount rate and premium rate are Not disclosed. The exercise price is based on the average closing price of the Company’s common shares on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date. If this is below the closing price on the allotment date, the closing price on the allotment date will apply. |
| Exercise price | The initial exercise price will be the average closing price on each trading day in the month preceding the month containing the allotment date, rounded up to the nearest yen. If this price is below the closing price on the allotment date, the closing price on the allotment date will apply. Adjustment provisions apply in the event of a share split, share consolidation, an issuance below market value, or similar events. The adjustment floor is Not disclosed. |
| Exercise period | From 1 May 2028 to 30 April 2031 |
| Number of Stock Acquisition Rights | Total number issued: 22,080 rights; number of rights remaining unexercised: Not disclosed |
| Conditions for lifting transfer restrictions | Any acquisition of share acquisition rights through a transfer requires approval by resolution of the Company’s Board of Directors. The percentage exercisable is restricted according to the cumulative number of times the revenue target is achieved. Achievement is deemed to occur when consolidated revenue for each quarter from the first quarter of the fiscal year ending August 2027 through the first quarter of the fiscal year ending August 2030 exceeds ¥11,900 million. The exercisable percentage ranges from 10% for 1 achievement to 100% for 10 achievements. |
| Reason for acquisition without consideration | The Company may acquire the share acquisition rights without consideration if, among other cases, approval is granted at a shareholders meeting for a merger agreement or similar transaction in which the Company is the disappearing company, or if a holder becomes unable to exercise the rights under the exercise conditions before exercising them. |
| Categories and Number of Persons Covered | 3 directors of the Company; 22,080 rights |
| Total Stock-Based Compensation | Not applicable (the rights will be subscribed for on a paid basis based on individual investment decisions, rather than being provided as compensation) |
| Procedures under the Corporate Code of Conduct | The rights will be issued at fair value on a paid basis and do not involve particularly favorable terms, so the issuance will proceed without shareholder approval. The 3 directors eligible to receive the rights did not participate in the Board of Directors resolution concerning these share acquisition rights. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodUnderwriter / 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 increase the directors’ motivation and morale, strengthen cohesion, promote a shared perspective with existing shareholders, and align their interests with those of shareholders. To pursue medium- to long-term growth in performance and enterprise value and encourage a commitment to sustained growth over multiple fiscal years.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.