Komori
Share Issuance and Disposal5078CEL CorporationConstruction and Materials

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

The Company resolved to dispose of 74,600 treasury shares to the trust account of Japan Custody Bank, Ltd. so that the trust can acquire the shares required to continue the BBT and J-ESOP programs. Of these, 28,900 shares are allocated for benefits to directors and others, and 45,700 shares for benefits to employees.

Worth reading
62In 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
74600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with additional contributions to the Stock Benefit Trust (BBT and J-ESOP)

Who receives how much

74,600 common shares (28,900 shares for the BBT Trust and 45,700 shares for the J-ESOP Trust)

Japan Custody Bank, Ltd. (Trust E Account)74,600 shares

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

¥4,870 per share
Total issue value

¥363,302,000

Amount of funds to be raised
Total payment amount: ¥363,302,000; estimated net proceeds: Not disclosed
Specific use of funds
Additional contribution to the BBT Trust (acquisition of shares required for benefits to directors and others)Amount ¥140,743,000 / Scheduled timing of expenditures 3 August 2026
Additional contribution to the J-ESOP Trust (acquisition of shares required for benefits to employees)Amount ¥222,559,000 / Scheduled timing of expenditures 3 August 2026
発行済株式総数

2.14% of total shares issued and 2.15% 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
28,900 shares expected to be used for benefits to directors and others, and 45,700 shares expected to be used for benefits to employees. The number of recipients is Not disclosed.
Payment date
3 August 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 was ¥4,870. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
Filing of an extraordinary report under the Financial Instruments and Exchange Act
Most recent equity financing
Timing 12 October 2023 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed, Timing 24 January 2025 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with additional contributions to the Stock Benefit Trust (BBT and J-ESOP)
Number of shares to be issued or disposed of74,600 common shares (28,900 shares for the BBT Trust and 45,700 shares for the J-ESOP Trust)
Issue price and disposal price¥4,870 per share
Total issue value¥363,302,000
Amount of funds to be raisedTotal payment amount: ¥363,302,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional contribution to the BBT Trust (acquisition of shares required for benefits to directors and others) / Amount ¥140,743,000 / Scheduled timing of expenditures 3 August 2026, Details Additional contribution to the J-ESOP Trust (acquisition of shares required for benefits to employees) / Amount ¥222,559,000 / Scheduled timing of expenditures 3 August 2026
Payment date3 August 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 74,600 shares
Dilution Rate2.14% of total shares issued and 2.15% of total voting rights
Total number of issued shares3,491,900 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 was ¥4,870. No discount or premium rate was stated.
Categories and Number of Persons Covered28,900 shares expected to be used for benefits to directors and others, and 45,700 shares expected to be used for benefits to employees. The number of recipients is Not disclosed.
Procedures under the Corporate Code of ConductFiling of an extraordinary report under the Financial Instruments and Exchange Act
Most recent equity financingTiming 12 October 2023 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed, Timing 24 January 2025 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed
Items this document does not state (14)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 trusts will acquire the shares expected to be required for future benefits in connection with the continuation of the BBT and J-ESOP programs. The trusts will also hold and dispose of the Company's shares in operating these programs.

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 Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (BBT and J-ESOP) | CEL Corporation (5078) timely disclosure | Komori