Worth reading
51Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
15149800
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights as stock options
発行・処分する株式数15,149,800Shares
15,149,800 common shares of the Company
Intended allottee
Category Directors of the company / Number of Employees 5 / Number of stock acquisition rights 498, Category Employees of the company's subsidiaries / Number of Employees 6,168 / Number of stock acquisition rights 151,000
No cash payment is required in exchange for the share subscription rights. The exercise price is ¥1 per share subscription right.
Amount of funds to be raised
Payment for the share subscription rights: ¥0. Estimated net proceeds: Not disclosed
Terms of the stock acquisition rights
Exercise price
¥1 per share subscription right. Fixed, with no adjustment provisions.
Exercise period
Start Date 1 May 2027 / End date 1 May 2036 (or the preceding business day if the final day is a company holiday)
Number of Stock Acquisition Rights
Total number issued 151,498 / Unexercised balance Not disclosed
Reason for acquisition without consideration
The Company may acquire the share subscription rights without consideration if a merger agreement or similar transaction under which the Company will cease to exist as the absorbed company is approved at a shareholders meeting, or if a holder loses the prescribed position as an officer or employee before exercising the rights.
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
The rights become exercisable in stages from the first anniversary of the issuance date, and all rights become exercisable from the fourth anniversary of the issuance date. The exercise period runs from the first anniversary of the issuance date through the tenth anniversary of the issuance date.
Conditions for lifting transfer restrictions
15% becomes exercisable from the first anniversary of the issuance date, 35% from the second anniversary, 65% from the third anniversary, and all rights from the fourth anniversary. At the time of exercise, the holder must hold a position as a director, executive officer, corporate auditor or employee of the Company, one of its subsidiaries or an affiliate. Exceptions apply where an application is made at retirement or special approval is granted by the Board of Directors.
Categories and Number of Persons Covered
5 directors of the Company, 498 rights; 6,168 employees of the Company's subsidiaries, 151,000 rights
Intended allottee's holding policy
Acquisition of the share subscription rights by transfer requires the approval of the Company's Board of Directors. Pledging the share subscription rights or otherwise disposing of them is not permitted.
Payment date
Not applicable (no cash payment is required in exchange for the share subscription rights)
Basis for determining the amount to be paid
As the share subscription rights are granted as consideration for the performance of duties through a fair issuance, no cash payment is required in exchange for them. The exercise price is ¥1 per share subscription right.
Procedures under the Corporate Code of Conduct
The issuance was approved by the Company's Board of Directors. Not disclosed whether an opinion was obtained from an independent third party or shareholders' intentions were confirmed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights as stock options |
| Number of shares to be issued or disposed of | 15,149,800 common shares of the Company |
| Issue price and disposal price | No cash payment is required in exchange for the share subscription rights. The exercise price is ¥1 per share subscription right. |
| Amount of funds to be raised | Payment for the share subscription rights: ¥0. Estimated net proceeds: Not disclosed |
| Payment date | Not applicable (no cash payment is required in exchange for the share subscription rights) |
| Intended allottee | Category Directors of the company / Number of Employees 5 / Number of stock acquisition rights 498, Category Employees of the company's subsidiaries / Number of Employees 6,168 / Number of stock acquisition rights 151,000 |
| Intended allottee's holding policy | Acquisition of the share subscription rights by transfer requires the approval of the Company's Board of Directors. Pledging the share subscription rights or otherwise disposing of them is not permitted. |
| Basis for determining the amount to be paid | As the share subscription rights are granted as consideration for the performance of duties through a fair issuance, no cash payment is required in exchange for them. The exercise price is ¥1 per share subscription right. |
| Exercise price | ¥1 per share subscription right. Fixed, with no adjustment provisions. |
| Exercise period | Start Date 1 May 2027 / End date 1 May 2036 (or the preceding business day if the final day is a company holiday) |
| Number of Stock Acquisition Rights | Total number issued 151,498 / Unexercised balance Not disclosed |
| Transfer restriction period | The rights become exercisable in stages from the first anniversary of the issuance date, and all rights become exercisable from the fourth anniversary of the issuance date. The exercise period runs from the first anniversary of the issuance date through the tenth anniversary of the issuance date. |
| Conditions for lifting transfer restrictions | 15% becomes exercisable from the first anniversary of the issuance date, 35% from the second anniversary, 65% from the third anniversary, and all rights from the fourth anniversary. At the time of exercise, the holder must hold a position as a director, executive officer, corporate auditor or employee of the Company, one of its subsidiaries or an affiliate. Exceptions apply where an application is made at retirement or special approval is granted by the Board of Directors. |
| Reason for acquisition without consideration | The Company may acquire the share subscription rights without consideration if a merger agreement or similar transaction under which the Company will cease to exist as the absorbed company is approved at a shareholders meeting, or if a holder loses the prescribed position as an officer or employee before exercising the rights. |
| Categories and Number of Persons Covered | 5 directors of the Company, 498 rights; 6,168 employees of the Company's subsidiaries, 151,000 rights |
| Procedures under the Corporate Code of Conduct | The issuance was approved by the Company's Board of Directors. Not disclosed whether an opinion was obtained from an independent third party or shareholders' intentions were confirmed. |
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTotal Stock-Based CompensationUnderwriter / 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 align officers and employees with shareholders by sharing the benefits and disadvantages arising from increases and decreases in the share price, thereby enhancing their motivation to contribute to improved performance and a higher share price. The Company also aims to attract and retain talented personnel, retain existing personnel, and enhance corporate and shareholder value through a phased exercise period.
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.