Komori
Share Issuance and Disposal4373Simplex Holdings,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Paid Stock Acquisition Rights Subject to Performance Conditions

The Company has resolved to issue paid stock options to 1 employee, which may be exercised if revenue reaches a specified level. If all the options are exercised, the number of ordinary shares will increase by 971,900, resulting in 0.4% dilution.

Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.4
% (dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights (paid stock options subject to performance conditions)

Who receives how much

9,719 stock acquisition rights, with each right representing 100 ordinary shares, for a total of 971,900 shares

1 employee of the Company, 9,719 rights

The lower thin line represents the existing number of shares to which these shares will be added.

¥741 per stock acquisition right
Total issue value

¥7,201,779 (¥741 × 9,719 rights)

Amount of funds to be raised
Total amount to be paid: ¥7,201,779; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the rights will be subscribed for cash based on an investment decision, rather than granted as compensation)
発行済株式総数

Increase of 971,900 shares (if all rights are exercised)

0.4% (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
¥1,029 per share. Adjustment provisions apply in connection with stock splits and consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, reorganizations and other events. The minimum exercise price is Not disclosed
Exercise period
From 1 July of the fiscal year following the fiscal year in which the conditions prescribed in 13.(1) are satisfied through 12 June 2036
Number of Stock Acquisition Rights
Total issued: 9,719 rights; unexercised rights outstanding: Not disclosed
Reason for acquisition without consideration
Conviction resulting in imprisonment or a more severe penalty; rejection of a proposal to elect the holder as a director or failure to assume office as a director; disciplinary dismissal, removal, resignation or retirement; appointment as an officer or other position at a competing company; damage to the Company or another relevant company, or the risk thereof; commencement of bankruptcy or other insolvency proceedings; death; a request to waive the rights; approval by a shareholders meeting or other body of a reorganization; or any other event rendering the rights unexercisable
Categories and Number of Persons Covered
1 employee of the Company, 9,719 rights
Payment date
30 June 2026
Basis for determining the amount to be paid
¥741 per stock acquisition right. The rights will be issued for cash at fair value and are not issued on particularly favorable terms. The closing price and average share price used as benchmarks, as well as the discount rate and premium rate, are Not disclosed
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors. As the rights will be issued for cash at fair value and not on particularly favorable terms, shareholder approval will not be sought
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights (paid stock options subject to performance conditions)
Number of shares to be issued or disposed of9,719 stock acquisition rights, with each right representing 100 ordinary shares, for a total of 971,900 shares
Issue price and disposal price¥741 per stock acquisition right
Total issue value¥7,201,779 (¥741 × 9,719 rights)
Amount of funds to be raisedTotal amount to be paid: ¥7,201,779; estimated net proceeds: Not disclosed
Payment date30 June 2026
Intended allottee1 employee of the Company, 9,719 rights
Dilution Rate0.4% (if all of these stock acquisition rights are exercised)
Total number of issued sharesIncrease of 971,900 shares (if all rights are exercised)
Basis for determining the amount to be paid¥741 per stock acquisition right. The rights will be issued for cash at fair value and are not issued on particularly favorable terms. The closing price and average share price used as benchmarks, as well as the discount rate and premium rate, are Not disclosed
Exercise price¥1,029 per share. Adjustment provisions apply in connection with stock splits and consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, reorganizations and other events. The minimum exercise price is Not disclosed
Exercise periodFrom 1 July of the fiscal year following the fiscal year in which the conditions prescribed in 13.(1) are satisfied through 12 June 2036
Number of Stock Acquisition RightsTotal issued: 9,719 rights; unexercised rights outstanding: Not disclosed
Reason for acquisition without considerationConviction resulting in imprisonment or a more severe penalty; rejection of a proposal to elect the holder as a director or failure to assume office as a director; disciplinary dismissal, removal, resignation or retirement; appointment as an officer or other position at a competing company; damage to the Company or another relevant company, or the risk thereof; commencement of bankruptcy or other insolvency proceedings; death; a request to waive the rights; approval by a shareholders meeting or other body of a reorganization; or any other event rendering the rights unexercisable
Categories and Number of Persons Covered1 employee of the Company, 9,719 rights
Total Stock-Based CompensationNot applicable (the rights will be subscribed for cash based on an investment decision, rather than granted as compensation)
Procedures under the Corporate Code of ConductResolution of the Board of Directors. As the rights will be issued for cash at fair value and not on particularly favorable terms, shareholder approval will not be sought
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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 employees’ motivation and morale and strengthen their commitment to enhancing shareholder value over the medium to long term, with the aim of expanding the Company’s performance and increasing corporate value over the medium to long term.

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.
Notice Regarding the Issuance of Paid Stock Acquisition Rights Subject to Performance Conditions | Simplex Holdings,Inc. (4373) timely disclosure | Komori