Komori
Share Issuance and Disposal5076INFRONEER Holdings Inc.Construction and Materials

Notice Concerning the Disposal of Treasury Shares in Connection with Additional Contributions to the Share-Based Benefit Trust (BBT and J-ESOP)

The Company resolved to dispose of 6,390,000 treasury shares to the trust account in preparation for future stock benefits under the BBT and J-ESOP schemes. The shares are intended for officers and employees and correspond to three fiscal years from the fiscal year ending March 2026 through the fiscal year ending March 2028.

Worth reading
60In 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
6390000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposition of treasury shares in connection with an additional contribution to the stock benefit trust (BBT and J-ESOP)

Who receives how much

6,390,000 common shares (1,190,000 shares for the BBT Trust and 5,200,000 shares for the J-ESOP Trust)

Japan Custody Bank, Ltd. (Trust E Account)6,390,000 shares

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

¥2,389 per share
Amount of funds to be raised

Aggregate payment amount: ¥15,265,710,000; estimated net proceeds: Not disclosed

Specific use of funds
Additional trust funding for the BBT TrustAmount ¥2,842,910,000 / Scheduled timing of expenditures 28 May 2026
Additional trust funding for the J-ESOP TrustAmount ¥12,422,800,000 / Scheduled timing of expenditures 28 May 2026
発行済株式総数

2.17% of total shares issued and 2.45% of total voting rights

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.

Categories and Number of Persons Covered
Eligible officers (the Company's directors, excluding outside directors, and executive officers, as well as the directors and executive officers of three operating companies) and all employees of the Company and its group subsidiaries who meet certain requirements. The number of eligible persons and the number of shares allocated by category are Not disclosed.
Intended allottee's holding policy
The trust account will hold and dispose of the Company's shares in operating the BBT and J-ESOP schemes.
Payment date
28 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥2,389. No discount or premium rate was stated.
Most recent equity financing
Timing 9 August 2023 / Type Disposal of Treasury Shares Through Third-Party Allotment / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposition of treasury shares in connection with an additional contribution to the stock benefit trust (BBT and J-ESOP)
Number of shares to be issued or disposed of6,390,000 common shares (1,190,000 shares for the BBT Trust and 5,200,000 shares for the J-ESOP Trust)
Issue price and disposal price¥2,389 per share
Amount of funds to be raisedAggregate payment amount: ¥15,265,710,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional trust funding for the BBT Trust / Amount ¥2,842,910,000 / Scheduled timing of expenditures 28 May 2026, Details Additional trust funding for the J-ESOP Trust / Amount ¥12,422,800,000 / Scheduled timing of expenditures 28 May 2026
Payment date28 May 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 6,390,000 shares
Intended allottee's holding policyThe trust account will hold and dispose of the Company's shares in operating the BBT and J-ESOP schemes.
Dilution Rate2.17% of total shares issued and 2.45% of total voting rights
Total number of issued shares294,845,024 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥2,389. No discount or premium rate was stated.
Categories and Number of Persons CoveredEligible officers (the Company's directors, excluding outside directors, and executive officers, as well as the directors and executive officers of three operating companies) and all employees of the Company and its group subsidiaries who meet certain requirements. The number of eligible persons and the number of shares allocated by category are Not disclosed.
Most recent equity financingTiming 9 August 2023 / Type Disposal of Treasury Shares Through Third-Party Allotment / Amount Not disclosed
Items this document does not state (15)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 continue the BBT and J-ESOP schemes, each trust will acquire the shares expected to be required for future benefits, and the trust account will be able to hold and dispose of the Company's shares for the operation of the schemes.

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 Concerning the Disposal of Treasury Shares in Connection with Additional Contributions to the Share-Based Benefit Trust (BBT and J-ESOP) | INFRONEER Holdings Inc. (5076) timely disclosure | Komori