Worth reading
60In 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
2.7
%Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of paid Stock Options (Stock Acquisition Rights) (baudroie,inc. 7th Stock Acquisition Rights)
発行・処分する株式数
8,841 Stock Acquisition Rights, each representing 100 ordinary shares (885,?00 potential shares)
Intended allottee
Name The Company's employees / Number of Employees 187 / Number of stock acquisition rights 3,855, Name Directors of the company's subsidiaries / Number of Employees 5 / Number of stock acquisition rights 216, Name Employees of the company's subsidiaries / Number of Employees 119 / Number of stock acquisition rights 4,770
¥300 per stock acquisition right
Total issue value
¥2,652,300
Amount of funds to be raised
Total amount payable of ¥2,652,300; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Not applicable (This is a paid issuance based on individual investment decisions, not compensation.)
発行済株式総数
2.7% (if all 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
The initial exercise price is ¥2,394 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, a reorganization or other events. The floor price is Not disclosed.
Exercise period
From 1 June 2029 through 29 June 2036 (or the preceding banking business day if the final day is not a banking business day)
Number of Stock Acquisition Rights
Total issued: 8,841 Stock Acquisition Rights; unexercised balance: Not disclosed
Reason for acquisition without consideration
If the company ceases to exist or becomes a wholly owned subsidiary as a result of a merger or other event, or if the rights become unexercisable under the exercise conditions before exercise, the company may acquire all or the relevant Stock Acquisition Rights without consideration.
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, consolidated EBITDA must exceed ¥7,451 million in either the fiscal year ending February 2029 or the fiscal year ending February 2030. In addition, the holder must continuously remain a director, corporate auditor or employee of the company or an affiliated company from the allotment date through 29 February 2028, subject to exceptions such as justifiable reasons.
Categories and Number of Persons Covered
Category The Company's employees / Number of Employees 187 / Number of allocated shares Equivalent to 385,500 shares, Category Directors of the company's subsidiaries / Number of Employees 5 / Number of allocated shares Equivalent to 21,600 shares, Category Employees of the company's subsidiaries / Number of Employees 119 / Number of allocated shares Equivalent to 477,000 shares
Intended allottee's holding policy
The rights will be subscribed for based on each recipient's individual investment decision. As this is a paid issuance, the rights are not granted as compensation. Any acquisition of the Stock Acquisition Rights by transfer requires approval by the company's Board of Directors.
Payment date
30 June 2026
Basis for determining the amount to be paid
株式会社プルータス・コンサルティング, an independent valuation institution, calculated the value using a Monte Carlo simulation, taking into account the company's share price information and other factors, and the issue price was determined with reference to the result. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
Because the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out by resolution of the Board of Directors without obtaining approval at a shareholders' meeting. The issue price was determined with reference to the valuation by an independent valuation institution.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid Stock Options (Stock Acquisition Rights) (baudroie,inc. 7th Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 8,841 Stock Acquisition Rights, each representing 100 ordinary shares (885,?00 potential shares) |
| Issue price and disposal price | ¥300 per stock acquisition right |
| Total issue value | ¥2,652,300 |
| Amount of funds to be raised | Total amount payable of ¥2,652,300; estimated net proceeds Not disclosed |
| Payment date | 30 June 2026 |
| Intended allottee | Name The Company's employees / Number of Employees 187 / Number of stock acquisition rights 3,855, Name Directors of the company's subsidiaries / Number of Employees 5 / Number of stock acquisition rights 216, Name Employees of the company's subsidiaries / Number of Employees 119 / Number of stock acquisition rights 4,770 |
| Intended allottee's holding policy | The rights will be subscribed for based on each recipient's individual investment decision. As this is a paid issuance, the rights are not granted as compensation. Any acquisition of the Stock Acquisition Rights by transfer requires approval by the company's Board of Directors. |
| Dilution Rate | 2.7% (if all rights are exercised) |
| Total number of issued shares | 32,148,708 shares → Not disclosed（2.7％） |
| Basis for determining the amount to be paid | 株式会社プルータス・コンサルティング, an independent valuation institution, calculated the value using a Monte Carlo simulation, taking into account the company's share price information and other factors, and the issue price was determined with reference to the result. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed. |
| Exercise price | The initial exercise price is ¥2,394 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, a reorganization or other events. The floor price is Not disclosed. |
| Exercise period | From 1 June 2029 through 29 June 2036 (or the preceding banking business day if the final day is not a banking business day) |
| Number of Stock Acquisition Rights | Total issued: 8,841 Stock Acquisition Rights; unexercised balance: Not disclosed |
| Conditions for lifting transfer restrictions | As a performance condition, consolidated EBITDA must exceed ¥7,451 million in either the fiscal year ending February 2029 or the fiscal year ending February 2030. In addition, the holder must continuously remain a director, corporate auditor or employee of the company or an affiliated company from the allotment date through 29 February 2028, subject to exceptions such as justifiable reasons. |
| Reason for acquisition without consideration | If the company ceases to exist or becomes a wholly owned subsidiary as a result of a merger or other event, or if the rights become unexercisable under the exercise conditions before exercise, the company may acquire all or the relevant Stock Acquisition Rights without consideration. |
| Categories and Number of Persons Covered | Category The Company's employees / Number of Employees 187 / Number of allocated shares Equivalent to 385,500 shares, Category Directors of the company's subsidiaries / Number of Employees 5 / Number of allocated shares Equivalent to 21,600 shares, Category Employees of the company's subsidiaries / Number of Employees 119 / Number of allocated shares Equivalent to 477,000 shares |
| Total Stock-Based Compensation | Not applicable (This is a paid issuance based on individual investment decisions, not compensation.) |
| Procedures under the Corporate Code of Conduct | Because the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out by resolution of the Board of Directors without obtaining approval at a shareholders' meeting. The issue price was determined with reference to the valuation by an independent valuation institution. |
Items this document does not state (9)
Estimated 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.The purpose is to enhance the motivation and morale of the company's employees and the directors and employees of its subsidiaries, and to strengthen unity, with a view to expanding performance and increasing corporate value over the medium to long term. The exercise is subject to performance conditions, including consolidated EBITDA exceeding ¥7,451 million, and the company explains that the plan will contribute to improving corporate value and shareholder value.
How to read this page
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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.