Worth reading
71In 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
4.42
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of Series 11 Stock Acquisition Rights as paid stock options
Who receives how much
6,000 Stock Acquisition Rights, with 100 underlying shares per right, for a total of 600,000 shares to be delivered upon exercise
Directors of the company2 / 2,017
The Company's employees148 / 3,868
Directors of the company's subsidiaries2 / 70 rights
Employees of the company's subsidiaries9 / 45
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.
¥700 per Stock Acquisition Right
Total issue value
¥4,200,000 (if all 6,000 Stock Acquisition Rights are allocated)
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
+4.42%Rate of increase
13,589,146 shares14,189,146Shares
4.42% (relative to 13,589,146 issued shares)
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 ¥2,045 per share. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. The floor price was not disclosed.
Exercise period
From 1 June 2029 to 20 August 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 6,000 Stock Acquisition Rights. The number of unexercised rights remaining was not disclosed.
Reason for acquisition without consideration
The Company may acquire the Stock Acquisition Rights without consideration if a merger or similar transaction in which the Company becomes the disappearing company is approved, or if the holder becomes unable to exercise the rights before exercise due to 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
As a performance condition, the rights may be exercised up to 75% of the number granted if consolidated EBITDA exceeds ¥6,930 million in any fiscal year from the fiscal year ending February 2029 through the fiscal year ending February 2031, and up to 100% if consolidated EBITDA exceeds ¥7,700 million. The holder must also be a director, audit & supervisory board member or employee of the Company or an affiliated company at the time of exercise, excluding retirement upon expiry of a term of office and mandatory retirement.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 2 / Number of rights allotted 2,017, Category The Company's employees / Number of Employees 148 / Number of rights allotted 3,868, Category Directors of the company's subsidiaries / Number of Employees 2 / Number of rights allotted 70 rights, Category Employees of the company's subsidiaries / Number of Employees 9 / Number of rights allotted 45
Intended allottee's holding policy
The rights will be subscribed for based on each recipient’s individual investment decision, rather than as compensation for the recipients. Other holding policy and lock-up provisions: not disclosed.
Payment date
20 August 2026
Basis for determining the amount to be paid
The amount was determined by reference to the results 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, taking into account the Company’s share price information and other factors. The periods used for the 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 carried out without shareholder approval. With reference to the valuation by an independent valuation institution, the Company obtained the opinion of all audit & supervisory board members that the issuance does not constitute an issue on favorable terms and is lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 11 Stock Acquisition Rights as paid stock options |
| Number of shares to be issued or disposed of | 6,000 Stock Acquisition Rights, with 100 underlying shares per right, for a total of 600,000 shares to be delivered upon exercise |
| Issue price and disposal price | ¥700 per Stock Acquisition Right |
| Total issue value | ¥4,200,000 (if all 6,000 Stock Acquisition Rights are allocated) |
| Payment date | 20 August 2026 |
| Intended allottee | Name Directors of the company / Number of Employees 2 / Number of rights allotted 2,017, Name The Company's employees / Number of Employees 148 / Number of rights allotted 3,868, Name Directors of the company's subsidiaries / Number of Employees 2 / Number of rights allotted 70 rights, Name Employees of the company's subsidiaries / Number of Employees 9 / Number of rights allotted 45 |
| Intended allottee's holding policy | The rights will be subscribed for based on each recipient’s individual investment decision, rather than as compensation for the recipients. Other holding policy and lock-up provisions: not disclosed. |
| Dilution Rate | 4.42% (relative to 13,589,146 issued shares) |
| Total number of issued shares | 13,589,146 shares → 14,189,146 shares (if all of the Stock Acquisition Rights are exercised)（4.42%） |
| Basis for determining the amount to be paid | The amount was determined by reference to the results 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, taking into account the Company’s share price information and other factors. The periods used for the closing price and average share price, and the discount and premium rates, are Not disclosed. |
| Exercise price | The initial exercise price is ¥2,045 per share. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. The floor price was not disclosed. |
| Exercise period | From 1 June 2029 to 20 August 2036 (if the final day is not a bank business day, the preceding bank business day) |
| Number of Stock Acquisition Rights | Total issued: 6,000 Stock Acquisition Rights. The number of unexercised rights remaining was not disclosed. |
| Conditions for lifting transfer restrictions | As a performance condition, the rights may be exercised up to 75% of the number granted if consolidated EBITDA exceeds ¥6,930 million in any fiscal year from the fiscal year ending February 2029 through the fiscal year ending February 2031, and up to 100% if consolidated EBITDA exceeds ¥7,700 million. The holder must also be a director, audit & supervisory board member or employee of the Company or an affiliated company at the time of exercise, excluding retirement upon expiry of a term of office and mandatory retirement. |
| Reason for acquisition without consideration | The Company may acquire the Stock Acquisition Rights without consideration if a merger or similar transaction in which the Company becomes the disappearing company is approved, or if the holder becomes unable to exercise the rights before exercise due to the exercise conditions. |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 2 / Number of rights allotted 2,017, Category The Company's employees / Number of Employees 148 / Number of rights allotted 3,868, Category Directors of the company's subsidiaries / Number of Employees 2 / Number of rights allotted 70 rights, Category Employees of the company's subsidiaries / Number of Employees 9 / Number of rights allotted 45 |
| 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 carried out without shareholder approval. With reference to the valuation by an independent valuation institution, the Company obtained the opinion of all audit & supervisory board members that the issuance does not constitute an issue on favorable terms and is lawful. |
Items this document does not state (10)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTransfer 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 foster a sense of ownership among directors, officers and employees, increase their motivation and morale to achieve the medium-term management target “Milestone2030,” and further strengthen unity. The Company explains that achieving the performance targets will contribute to increasing corporate and shareholder value, thereby benefiting existing shareholders.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.