Worth reading
59In 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
6650000
Shares (maximum number of shares to be issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights as performance-based stock options (36th Series Stock Acquisition Rights)
Who receives how much
6,650,000 shares of the company’s common stock (66,500 stock acquisition rights, 100 shares per right)
Christopher Cargill (Chair of the Board, Representative Executive Officer, President and CEO)5,000,000 potential shares underlying the stock acquisition rights
Nomura Hiroshinnoshin (野村広之進) (Executive Officer and CFO)1,100,000 shares
Maeda Toshihiro (前田敏宏) (Executive Officer and COO)550,000 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.
The stock acquisition rights will be issued for no consideration. The exercise price is ¥1 per share.
Amount of funds to be raised
Total exercise price: ¥6,650,000; estimated net proceeds: Not disclosed
Existing Shares and Increase
+7.20%Rate of increase
92,615,359 shares99,265,359Shares
Up to approximately 7.2% (approximately 1.4% per tranche; approximately 2.9% in aggregate if only the first and second tranches apply)
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 ¥1 per share. The provision for adjustment of the exercise price linked to the share price is Not disclosed.
Exercise period
From the day 3 years after the allotment date through the day 10 years after the allotment date (the allotment date is 20 November 2026; if the final day is a bank holiday, the preceding banking business day applies)
Number of Stock Acquisition Rights
Total issuance: 66,500 stock acquisition rights. The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a holder of the stock acquisition rights becomes unable to exercise them, if the Compensation Committee applies malus, or if specified conditions apply in connection with a reorganisation or similar transaction.
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.
Transfer restriction period
These stock acquisition rights may not be transferred, pledged or otherwise disposed of. The exercise restriction generally applies for 3 years from the allotment date.
Conditions for lifting transfer restrictions
Acquisition through a transfer requires approval from the Board of Directors. However, the Board intends not to approve such transfers. Vesting requires the arithmetic average of the daily VWAPs over 20 consecutive trading days during the 5-year performance evaluation period to be at or above the stock-price hurdle for each tranche, and the recipient to be an executive officer on the achievement date.
Categories and Number of Persons Covered
3 executive officers of the company: Christopher Cargill 50,000 rights and 5,000,000 shares; Nomura Hiroshinnoshin (野村広之進) 11,000 rights and 1,100,000 shares; Maeda Toshihiro (前田敏宏) 5,500 rights and 550,000 shares.
Intended allottee's holding policy
These stock acquisition rights may not be transferred, pledged or otherwise disposed of. Acquisition through a transfer requires approval from the Board of Directors, but the Board intends not to approve any such transfer.
Payment date
Not applicable (no monetary payment is required in exchange for the stock acquisition rights)
Basis for determining the amount to be paid
The exercise price is ¥1 per share. This is described as a typical nominal amount for an equity-settled stock option. The discount or premium to the closing share price or average share price is Not disclosed.
Procedures under the Corporate Code of Conduct
The Compensation Committee decided to introduce the plan, and the Board of Directors resolved to issue the stock acquisition rights. The fair value as of the grant date is scheduled to be calculated by an independent third-party valuation institution.
Most recent equity financing
Timing March 2019 / Type Introduction of RSUs and performance share units (PSUs) / Amount Not disclosed, Timing 2024 / Type RSU grants / Amount Not disclosed
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is currently under review, and the company will promptly disclose any matters requiring disclosure. In accordance with IFRS 2, the company plans to recognize share-based compensation expense for each tranche over the applicable period.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights as performance-based stock options (36th Series Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 6,650,000 shares of the company’s common stock (66,500 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | The stock acquisition rights will be issued for no consideration. The exercise price is ¥1 per share. |
| Amount of funds to be raised | Total exercise price: ¥6,650,000; estimated net proceeds: Not disclosed |
| Payment date | Not applicable (no monetary payment is required in exchange for the stock acquisition rights) |
| Intended allottee | Name Christopher Cargill (Chair of the Board, Representative Executive Officer, President and CEO) / Number of stock acquisition rights 50,000 rights / Target number of shares 5,000,000 potential shares underlying the stock acquisition rights, Name Nomura Hiroshinnoshin (野村広之進) (Executive Officer and CFO) / Number of stock acquisition rights 11,000 stock acquisition rights / Target number of shares 1,100,000 shares, Name Maeda Toshihiro (前田敏宏) (Executive Officer and COO) / Number of stock acquisition rights 5,500 stock acquisition rights / Target number of shares 550,000 shares |
| Intended allottee's holding policy | These stock acquisition rights may not be transferred, pledged or otherwise disposed of. Acquisition through a transfer requires approval from the Board of Directors, but the Board intends not to approve any such transfer. |
| Dilution Rate | Up to approximately 7.2% (approximately 1.4% per tranche; approximately 2.9% in aggregate if only the first and second tranches apply) |
| Total number of issued shares | 92,615,359 shares → 99,265,359 shares (if all stock acquisition rights vest and are exercised)（Approximately 7.2%） |
| Basis for determining the amount to be paid | The exercise price is ¥1 per share. This is described as a typical nominal amount for an equity-settled stock option. The discount or premium to the closing share price or average share price is Not disclosed. |
| Exercise price | The initial exercise price is ¥1 per share. The provision for adjustment of the exercise price linked to the share price is Not disclosed. |
| Exercise period | From the day 3 years after the allotment date through the day 10 years after the allotment date (the allotment date is 20 November 2026; if the final day is a bank holiday, the preceding banking business day applies) |
| Number of Stock Acquisition Rights | Total issuance: 66,500 stock acquisition rights. The number of outstanding unexercised rights is Not disclosed. |
| Transfer restriction period | These stock acquisition rights may not be transferred, pledged or otherwise disposed of. The exercise restriction generally applies for 3 years from the allotment date. |
| Conditions for lifting transfer restrictions | Acquisition through a transfer requires approval from the Board of Directors. However, the Board intends not to approve such transfers. Vesting requires the arithmetic average of the daily VWAPs over 20 consecutive trading days during the 5-year performance evaluation period to be at or above the stock-price hurdle for each tranche, and the recipient to be an executive officer on the achievement date. |
| Reason for acquisition without consideration | If a holder of the stock acquisition rights becomes unable to exercise them, if the Compensation Committee applies malus, or if specified conditions apply in connection with a reorganisation or similar transaction. |
| Categories and Number of Persons Covered | 3 executive officers of the company: Christopher Cargill 50,000 rights and 5,000,000 shares; Nomura Hiroshinnoshin (野村広之進) 11,000 rights and 1,100,000 shares; Maeda Toshihiro (前田敏宏) 5,500 rights and 550,000 shares. |
| Procedures under the Corporate Code of Conduct | The Compensation Committee decided to introduce the plan, and the Board of Directors resolved to issue the stock acquisition rights. The fair value as of the grant date is scheduled to be calculated by an independent third-party valuation institution. |
| Most recent equity financing | Timing March 2019 / Type Introduction of RSUs and performance share units (PSUs) / Amount Not disclosed, Timing 2024 / Type RSU grants / Amount Not disclosed |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is currently under review, and the company will promptly disclose any matters requiring disclosure. In accordance with IFRS 2, the company plans to recognize share-based compensation expense for each tranche over the applicable period. |
Items this document does not state (8)
Total issue valueEstimated issuance expensesSpecific use of fundsTotal Stock-Based CompensationUnderwriter / 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 link executive compensation more directly and sustainably over the long term to the creation of shareholder value, thereby aligning the interests of management and shareholders. The company states that strict stock-price hurdles and a 3-year exercise restriction will promote the improvement of corporate and shareholder value over the medium to long term.
How to read this page
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