Komori
Share Issuance and Disposal3237INTRANCE CO.,LTD.Real Estate

Notice Concerning the Issuance of New Share Subscription Rights (Paid Stock Options)

The Company resolved to issue 18,500 paid Series 12 Stock Acquisition Rights to 3 directors and 6 employees. If all rights are exercised, up to 1,850,000 new shares will be issued, resulting in a dilution rate of 3.97%.

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How definitive the wording is.

Details of issuance or disposal

Issuance of Stock Acquisition Rights for Subscription (Paid Stock Options) (株式会社イントランス Series 12 Stock Acquisition Rights)

Who receives how much

18,500 Stock Acquisition Rights, 100 shares per right, underlying shares: 1,850,000 shares

3 directors of the Company10,200 Stock Acquisition Rights (1,020,000 shares)
6 employees of the Company8,300 Stock Acquisition Rights (830,000 shares)

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.

¥50 per Stock Acquisition Right
Total issue value

¥925,000

Amount of funds to be raised
Total proceeds of ¥178,525,000 (¥925,000 from the issuance of the Stock Acquisition Rights and ¥177,600,000 from their exercise)
Total Stock-Based Compensation
The rights are issued for consideration based on individual investment decisions, rather than as compensation. Total share-based compensation: Not applicable.
Specific use of funds
Working capital (funds to maintain liquidity on hand)Amount ¥178 million / Scheduled timing of expenditures July 2026 to June 2029
Existing Shares and Increase
+3.97%Rate of increase
46,552,784 shares48,402,784Shares

3.97% (based on 46,552,784 issued shares, assuming all rights are allocated and 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
Initially ¥96 per share. Adjustment provisions apply for share splits and consolidations, issuances below market value and other events, as well as adjustments within a reasonable range where deemed necessary by the Company. Floor: Not disclosed.
Exercise period
From 10 July 2026 to 9 July 2029 (or the preceding bank business day if the final day is not a bank business day)
Number of Stock Acquisition Rights
Total issued: 18,500 Stock Acquisition Rights. Unexercised balance: Not disclosed.
Reason for acquisition without consideration
If a prescribed event relating to a corporate reorganization or other event occurs, or if a holder of the Stock Acquisition Rights ceases to satisfy the exercise conditions.
Categories and Number of Persons Covered
3 directors of the Company, 10,200 rights (1,020,000 shares), and 6 employees of the Company, 8,300 rights (830,000 shares). The breakdown is 3,700 rights for the Representative Director and President, 4,500 rights for a director, 2,000 rights for a director, and 8,300 rights for 6 employees.
Intended allottee's holding policy
The recipients intend to sell the Company's common shares acquired through exercise in the market and repeatedly exercise the rights using the sale proceeds. The Stock Acquisition Rights cannot be voluntarily renounced.
Payment date
9 July 2026
Basis for determining the amount to be paid
The exercise price is ¥96 per share, equal to 106% of the closing price of ¥90 on the day before the resolution date, 22 June 2026. This exceeds the one-month, three-month and six-month average closing prices of ¥76.67, ¥69.63 and ¥68.00, respectively. The payment amount of ¥50 per Stock Acquisition Right also exceeds the valuation calculated by an independent valuation agency using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
The Company obtained a valuation from the independent valuation agency 茄子評価株式会社. As the terms are not particularly favorable, shareholder approval was not obtained, and the directors to whom the rights are allocated did not participate in deliberations or resolutions concerning the proposal to issue rights to themselves.
Most recent equity financing
Timing 23 June 2026 / Type Series 3 Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights / Amount Not disclosed, Timing 23 June 2026 / Type 11th Series Stock Acquisition Rights / Amount Not disclosed
Impact on Business Performance
The impact of the issuance of these Stock Acquisition Rights on performance is Not disclosed. The proceeds are scheduled to be allocated to working capital.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Stock Acquisition Rights for Subscription (Paid Stock Options) (株式会社イントランス Series 12 Stock Acquisition Rights)
Number of shares to be issued or disposed of18,500 Stock Acquisition Rights, 100 shares per right, underlying shares: 1,850,000 shares
Issue price and disposal price¥50 per Stock Acquisition Right
Total issue value¥925,000
Amount of funds to be raisedTotal proceeds of ¥178,525,000 (¥925,000 from the issuance of the Stock Acquisition Rights and ¥177,600,000 from their exercise)
Specific use of fundsDetails Working capital (funds to maintain liquidity on hand) / Amount ¥178 million / Scheduled timing of expenditures July 2026 to June 2029
Payment date9 July 2026
Intended allotteeName 3 directors of the Company / Number of Shares 10,200 Stock Acquisition Rights (1,020,000 shares), Name 6 employees of the Company / Number of Shares 8,300 Stock Acquisition Rights (830,000 shares)
Intended allottee's holding policyThe recipients intend to sell the Company's common shares acquired through exercise in the market and repeatedly exercise the rights using the sale proceeds. The Stock Acquisition Rights cannot be voluntarily renounced.
Dilution Rate3.97% (based on 46,552,784 issued shares, assuming all rights are allocated and exercised)
Total number of issued shares46,552,784 shares → 48,402,784 shares(3.97%)
Basis for determining the amount to be paidThe exercise price is ¥96 per share, equal to 106% of the closing price of ¥90 on the day before the resolution date, 22 June 2026. This exceeds the one-month, three-month and six-month average closing prices of ¥76.67, ¥69.63 and ¥68.00, respectively. The payment amount of ¥50 per Stock Acquisition Right also exceeds the valuation calculated by an independent valuation agency using a Monte Carlo simulation.
Exercise priceInitially ¥96 per share. Adjustment provisions apply for share splits and consolidations, issuances below market value and other events, as well as adjustments within a reasonable range where deemed necessary by the Company. Floor: Not disclosed.
Exercise periodFrom 10 July 2026 to 9 July 2029 (or the preceding bank business day if the final day is not a bank business day)
Number of Stock Acquisition RightsTotal issued: 18,500 Stock Acquisition Rights. Unexercised balance: Not disclosed.
Reason for acquisition without considerationIf a prescribed event relating to a corporate reorganization or other event occurs, or if a holder of the Stock Acquisition Rights ceases to satisfy the exercise conditions.
Categories and Number of Persons Covered3 directors of the Company, 10,200 rights (1,020,000 shares), and 6 employees of the Company, 8,300 rights (830,000 shares). The breakdown is 3,700 rights for the Representative Director and President, 4,500 rights for a director, 2,000 rights for a director, and 8,300 rights for 6 employees.
Total Stock-Based CompensationThe rights are issued for consideration based on individual investment decisions, rather than as compensation. Total share-based compensation: Not applicable.
Procedures under the Corporate Code of ConductThe Company obtained a valuation from the independent valuation agency 茄子評価株式会社. As the terms are not particularly favorable, shareholder approval was not obtained, and the directors to whom the rights are allocated did not participate in deliberations or resolutions concerning the proposal to issue rights to themselves.
Most recent equity financingTiming 23 June 2026 / Type Series 3 Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights / Amount Not disclosed, Timing 23 June 2026 / Type 11th Series Stock Acquisition Rights / Amount Not disclosed
Impact on Business PerformanceThe impact of the issuance of these Stock Acquisition Rights on performance is Not disclosed. The proceeds are scheduled to be allocated to working capital.
Items this document does not state (7)
Estimated issuance expensesTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering

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 raise the motivation and morale of directors and employees and strengthen their unity with a view to expanding performance and increasing corporate value over the medium to long term. The rights are also intended to provide an incentive for the share price to rise by making the recipients bear a certain degree of responsibility if the share price declines and share the risk of share price fluctuations with existing shareholders.

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Notice Concerning the Issuance of New Share Subscription Rights (Paid Stock Options) | INTRANCE CO.,LTD. (3237) timely disclosure | Komori