Worth reading
67In 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
2.73
% (maximum dilution as a percentage of total shares outstanding)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of Stock Acquisition Rights by Way of Solicitation (Paid Stock Options) (株式会社UNIVA・Oakホールディングス Series 14 Stock Acquisition Rights)
発行・処分する株式数
25,500 rights (100 shares per stock acquisition right; 2.55 million underlying shares)
Intended allottee
Category Directors and executive officers of the Company / Number of Employees 3 / Number of stock acquisition rights 8,500 rights, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 7 / Number of stock acquisition rights 17,000 rights
¥11 per stock acquisition right (¥0.11 per underlying share)
Total issue value
¥280,500 (25,500 rights × ¥11)
Amount of funds to be raised
Total payment amount: ¥280,500; estimated net proceeds: not disclosed
Existing Shares and Increase
+2.73%Rate of increase
93,281,713 shares95,831,713Shares
Maximum 2.73%
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 is ¥75 per share. Adjustment provisions apply in connection with share splits or consolidations, the issuance of new shares or disposal of treasury shares below market value, corporate reorganizations and other events. The lower limit was not disclosed.
Exercise period
From 1 June 2028 to 30 May 2031
Number of Stock Acquisition Rights
25,500 stock acquisition rights issued in total (100 shares per right). The number of unexercised rights was not disclosed.
Reason for acquisition without consideration
If approval is granted for a merger or similar transaction in which the company is the disappearing company, or if a holder of the stock acquisition rights ceases to satisfy the exercise conditions.
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
Performance conditions: 25% may be exercised if consolidated revenue for the fiscal year ending March 2028 is at least ¥25,000 million, and a further 25% if consolidated net income is at least ¥2,000 million. Share-price condition: 50% may be exercised if the average closing share price over 5 consecutive trading days exceeds ¥213 at any time from the allotment date through the end of the exercise period. The holder must remain an officer, employee or otherwise affiliated with the Company or a subsidiary from acquisition through exercise, except in cases such as expiration of term, mandatory retirement or other legitimate reasons.
Stock Split RatioNot disclosed (the number of shares granted and the exercise price will be adjusted in the event of a future share split)
Categories and Number of Persons Covered
Category Directors and executive officers of the Company / Number of Employees 3 / Number of allocated stock acquisition rights 8,500 rights, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 7 / Number of allocated stock acquisition rights 17,000 rights
Intended allottee's holding policy
The acquisition of share acquisition rights through transfer requires approval by the Company's Board of Directors. Other holding policies and the lock-up are Not disclosed.
Payment date
4 December 2026
Basis for determining the amount to be paid
An amount equal to the fair value calculated by an independent valuation institution using a Monte Carlo simulation based on a closing share price of ¥75 on 27 October 2026, an exercise price of ¥75, volatility of 22.09%, an exercise period from 1 June 2028 to 30 May 2031, a risk-free rate of 2.204%, a dividend yield of 0%, a market risk premium of 9.5%, and a beta to the index of 0.406. The discount and premium rates were not disclosed.
Procedures under the Corporate Code of Conduct
Implemented without shareholder approval. The Company explained that the rights were issued for consideration at fair value and on terms that were not particularly favorable. Representative Director Inaba Shuji (稲葉 秀二) and Director Sakuta Yosuke (作田 陽介), who had potential conflicts of interest, did not participate in the deliberations or resolution.
Most recent equity financing
Paid stock options issued last year (specific timing and amount not disclosed)
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Stock Acquisition Rights by Way of Solicitation (Paid Stock Options) (株式会社UNIVA・Oakホールディングス Series 14 Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 25,500 rights (100 shares per stock acquisition right; 2.55 million underlying shares) |
| Issue price and disposal price | ¥11 per stock acquisition right (¥0.11 per underlying share) |
| Total issue value | ¥280,500 (25,500 rights × ¥11) |
| Amount of funds to be raised | Total payment amount: ¥280,500; estimated net proceeds: not disclosed |
| Payment date | 4 December 2026 |
| Intended allottee | Category Directors and executive officers of the Company / Number of Employees 3 / Number of stock acquisition rights 8,500 rights, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 7 / Number of stock acquisition rights 17,000 rights |
| Intended allottee's holding policy | The acquisition of share acquisition rights through transfer requires approval by the Company's Board of Directors. Other holding policies and the lock-up are Not disclosed. |
| Dilution Rate | Maximum 2.73% |
| Total number of issued shares | 93,281,713 shares → 95,831,713 shares (if all of these stock acquisition rights are exercised)（2.73％） |
| Basis for determining the amount to be paid | An amount equal to the fair value calculated by an independent valuation institution using a Monte Carlo simulation based on a closing share price of ¥75 on 27 October 2026, an exercise price of ¥75, volatility of 22.09%, an exercise period from 1 June 2028 to 30 May 2031, a risk-free rate of 2.204%, a dividend yield of 0%, a market risk premium of 9.5%, and a beta to the index of 0.406. The discount and premium rates were not disclosed. |
| Exercise price | The initial exercise price is ¥75 per share. Adjustment provisions apply in connection with share splits or consolidations, the issuance of new shares or disposal of treasury shares below market value, corporate reorganizations and other events. The lower limit was not disclosed. |
| Exercise period | From 1 June 2028 to 30 May 2031 |
| Number of Stock Acquisition Rights | 25,500 stock acquisition rights issued in total (100 shares per right). The number of unexercised rights was not disclosed. |
| Conditions for lifting transfer restrictions | Performance conditions: 25% may be exercised if consolidated revenue for the fiscal year ending March 2028 is at least ¥25,000 million, and a further 25% if consolidated net income is at least ¥2,000 million. Share-price condition: 50% may be exercised if the average closing share price over 5 consecutive trading days exceeds ¥213 at any time from the allotment date through the end of the exercise period. The holder must remain an officer, employee or otherwise affiliated with the Company or a subsidiary from acquisition through exercise, except in cases such as expiration of term, mandatory retirement or other legitimate reasons. |
| Reason for acquisition without consideration | If approval is granted for a merger or similar transaction in which the company is the disappearing company, or if a holder of the stock acquisition rights ceases to satisfy the exercise conditions. |
| Categories and Number of Persons Covered | Category Directors and executive officers of the Company / Number of Employees 3 / Number of allocated stock acquisition rights 8,500 rights, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 7 / Number of allocated stock acquisition rights 17,000 rights |
| Stock Split Ratio | Not disclosed (the number of shares granted and the exercise price will be adjusted in the event of a future share split) |
| Procedures under the Corporate Code of Conduct | Implemented without shareholder approval. The Company explained that the rights were issued for consideration at fair value and on terms that were not particularly favorable. Representative Director Inaba Shuji (稲葉 秀二) and Director Sakuta Yosuke (作田 陽介), who had potential conflicts of interest, did not participate in the deliberations or resolution. |
| Most recent equity financing | Paid stock options issued last year (specific timing and amount not disclosed) |
Items this document does not state (8)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMajor 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 motivate directors and executive officers of the Company and its subsidiaries and provide performance-based compensation for their contributions to performance, with the aim of achieving medium- to long-term earnings growth and increasing corporate value. Performance and share-price conditions were established to promote alignment with existing shareholders.
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