Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
5.93
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of performance-linked paid stock options (stock acquisition rights)
発行・処分する株式数
1,260,000 shares (12,600 stock acquisition rights × 100 shares per right, if all rights are exercised)
Intended allottee
Category 4 of the Company’s directors / Number of stock acquisition rights 7,200 rights, Category 3 employees of the Company / Number of stock acquisition rights 5,400 rights
¥700 per stock acquisition right
Total issue value
¥8,820,000 (12,600 rights × ¥700)
Amount of funds to be raised
Total payment amount: ¥8,820,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation)
Existing Shares and Increase
+5.93%Rate of increase
21,262,043 shares22,522,043Shares
5.93% (if all of these 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: ¥639 per share. Adjustment provisions apply in connection with share splits, reverse share splits and issuances below market value, among other events. Floor price: Not disclosed
Exercise period
From 1 July 2027 to 30 June 2034
Number of Stock Acquisition Rights
Total number of rights issued: 12,600; number of rights remaining unexercised: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger or other transaction in which the Company becomes the disappearing company, or if the 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
If adjusted EBITDA exceeds ¥2.3 billion in any fiscal year from the fiscal year ending April 2027 through the fiscal year ending April 2033, the rights may be exercised up to 50%; if it exceeds ¥3.0 billion, they may be exercised up to 100%. The holder must be a director, corporate auditor or employee of the Company or one of its affiliates at the time of exercise, subject to exceptions.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 4 / Number of allocated shares Equivalent to 720,000 shares (7,200 rights), Category The Company's employees / Number of Employees 3 / Number of allocated shares Equivalent to 540,000 shares (5,400 rights)
Payment date
30 June 2026
Basis for determining the amount to be paid
The amount was determined with reference to the results of a Monte Carlo simulation calculated by 株式会社プルータス・コンサルティング, an independent valuation institution, 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 issuance will be conducted without obtaining shareholder approval. The Company has determined that the rights are not being issued on favorable terms.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of performance-linked paid stock options (stock acquisition rights) |
| Number of shares to be issued or disposed of | 1,260,000 shares (12,600 stock acquisition rights × 100 shares per right, if all rights are exercised) |
| Issue price and disposal price | ¥700 per stock acquisition right |
| Total issue value | ¥8,820,000 (12,600 rights × ¥700) |
| Amount of funds to be raised | Total payment amount: ¥8,820,000; estimated net proceeds: Not disclosed |
| Payment date | 30 June 2026 |
| Intended allottee | Category 4 of the Company’s directors / Number of stock acquisition rights 7,200 rights, Category 3 employees of the Company / Number of stock acquisition rights 5,400 rights |
| Dilution Rate | 5.93% (if all of these stock acquisition rights are exercised) |
| Total number of issued shares | 21,262,043 shares → 22,522,043 shares (if all rights are exercised)（5.93%） |
| Basis for determining the amount to be paid | The amount was determined with reference to the results of a Monte Carlo simulation calculated by 株式会社プルータス・コンサルティング, an independent valuation institution, 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 price | Initial exercise price: ¥639 per share. Adjustment provisions apply in connection with share splits, reverse share splits and issuances below market value, among other events. Floor price: Not disclosed |
| Exercise period | From 1 July 2027 to 30 June 2034 |
| Number of Stock Acquisition Rights | Total number of rights issued: 12,600; number of rights remaining unexercised: Not disclosed |
| Conditions for lifting transfer restrictions | If adjusted EBITDA exceeds ¥2.3 billion in any fiscal year from the fiscal year ending April 2027 through the fiscal year ending April 2033, the rights may be exercised up to 50%; if it exceeds ¥3.0 billion, they may be exercised up to 100%. The holder must be a director, corporate auditor or employee of the Company or one of its affiliates at the time of exercise, subject to exceptions. |
| Reason for acquisition without consideration | If approval is granted for a merger or other transaction in which the Company becomes the disappearing company, or if the holder becomes unable to exercise the rights under the exercise conditions before exercising them |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 4 / Number of allocated shares Equivalent to 720,000 shares (7,200 rights), Category The Company's employees / Number of Employees 3 / Number of allocated shares Equivalent to 540,000 shares (5,400 rights) |
| Total Stock-Based Compensation | Not applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation) |
| Procedures under the Corporate Code of Conduct | The issuance will be conducted without obtaining shareholder approval. The Company has determined that the rights are not being issued on favorable terms. |
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 motivation and morale of directors and employees, strengthen unity and accelerate growth in pursuit of medium- to long-term earnings expansion and increased corporate value. By making the achievement of adjusted EBITDA targets an exercise condition, the Company aims to achieve the targets of its medium-term management plan ahead of schedule and accelerate the pace of business growth.
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.