Details of issuance or disposal
Issuance of performance-linked subscription stock acquisition rights (paid stock options)
530,000 ordinary shares (5,300 stock acquisition rights, 100 shares per right)
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.
¥1,060,000
0.48% (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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of performance-linked subscription stock acquisition rights (paid stock options) |
| Number of shares to be issued or disposed of | 530,000 ordinary shares (5,300 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥200 per stock acquisition right |
| Total issue value | ¥1,060,000 |
| Amount of funds to be raised | Total amount to be paid: ¥1,060,000; estimated net proceeds: Not disclosed |
| Payment date | 9 July 2026 |
| Intended allottee | Category 1 director of the company / Number of Shares 200,000 shares (2,000 stock acquisition rights), Category 4 employees of the Company / Number of Shares 180,000 shares (1,800 stock acquisition rights), Category 1 director of a subsidiary of the Company / Number of Shares 150,000 shares (1,500 stock acquisition rights) |
| Dilution Rate | 0.48% (if all of these stock acquisition rights are exercised) |
| Basis for determining the amount to be paid | ¥200 per stock acquisition right. The amount 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 exercise price is ¥375, the closing price of the Company's ordinary shares in regular trading on the Tokyo Stock Exchange on 23 June 2026. Discount rate and premium rate: Not disclosed |
| Exercise price | Initial exercise price: ¥375 per share. Adjustment provisions apply in connection with share splits, share consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. Floor price: Not disclosed |
| Exercise period | From 15 May 2030 to 15 June 2031 |
| Number of Stock Acquisition Rights | Total number issued: 5,300; number remaining unexercised: Not disclosed |
| Conditions for lifting transfer restrictions | As a performance condition, the rights may be exercised up to the following maximum percentages depending on EBITDA for the fiscal year ending March 2030: 20% if EBITDA is at least ¥10,500 million, 50% if at least ¥10,750 million, 67% if at least ¥11,750 million, 83% if at least ¥12,750 million, and 100% if at least ¥13,750 million. Another requirement is that the holder must be a director, audit & supervisory board member or employee of the Company or one of its affiliates from the allotment date through 31 March 2029, except where the Board of Directors recognizes the end of a term of office, mandatory retirement or another legitimate reason. |
| Reason for acquisition without consideration | If approval is granted for a merger or other transaction in which the Company is the disappearing company, the Company may acquire all of the rights without consideration on the date separately determined by the Company's Board of Directors. The Company may also acquire the rights without consideration if they become non-exercisable under the exercise conditions before exercise. |
| Categories and Number of Persons Covered | 1 director of the Company: 2,000 rights; 4 employees of the Company: 1,800 rights; 1 director of a subsidiary of the Company: 1,500 rights |
| Procedures under the Corporate Code of Conduct | As the terms are not particularly favorable, the issuance will be carried out pursuant to a resolution of the Board of Directors without obtaining approval at a shareholders meeting. |
Items this document does not state (12)
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.The issuance is intended to strengthen management through an appropriate incentive structure, promote multilayered management strategies, and further enhance management's commitment to the long-term expansion of corporate value.