Details of issuance or disposal
Issuance of the Seventh Series of Stock Acquisition Rights (Paid Stock Options)
25,000 Stock Acquisition Rights, representing 2,500,000 underlying common shares of the Company (100 shares per right). Treasury shares held by the Company are expected to be used upon exercise.
The lower thin line represents the existing number of shares to which these shares will be added.
¥13,000,000 (¥520 × 25,000 rights)
Approximately 6.75% (if all of these Stock Acquisition 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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the Seventh Series of Stock Acquisition Rights (Paid Stock Options) |
| Number of shares to be issued or disposed of | 25,000 Stock Acquisition Rights, representing 2,500,000 underlying common shares of the Company (100 shares per right). Treasury shares held by the Company are expected to be used upon exercise. |
| Issue price and disposal price | ¥520 per Stock Acquisition Right |
| Total issue value | ¥13,000,000 (¥520 × 25,000 rights) |
| Amount of funds to be raised | Total payment amount of ¥13,000,000; estimated net proceeds Not disclosed |
| Payment date | 7 August 2026 |
| Intended allottee | Category 4 of the Company’s directors / Number of units 25,000 rights |
| Intended allottee's holding policy | The Company aims to promote directors' ownership of its shares and, in the future, have the current management become members of the group of major shareholders holding a certain percentage of the total number of issued shares. The Company aims for executive directors to hold approximately 1% of the shares, with at least 1 of them holding approximately 2% and ranking among the top 10 major shareholders. |
| Dilution Rate | Approximately 6.75% (if all of these Stock Acquisition Rights are exercised) |
| Basis for determining the amount to be paid | ¥520 per Stock Acquisition Right, equal to the amount calculated by Plutus Consulting Co., Ltd., an independent valuation institution, using a Monte Carlo simulation after taking into account the Company's share price information and other factors. |
| Exercise price | The initial exercise price is ¥438 per share. It will be adjusted to the closing price on the exercise request date, but will not fall below ¥438. If the Company exceeds net sales of ¥22.67 billion or operating profit of ¥2 billion in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2030, the exercise price will be fixed at ¥438 and will not be adjusted thereafter based on the market price. |
| Exercise period | Start Date 1 August 2026 / End date 31 July 2035 |
| Number of Stock Acquisition Rights | Total number issued 25,000 rights / Unexercised balance Not disclosed |
| Reason for acquisition without consideration | The Company may acquire these Stock Acquisition Rights without consideration if prescribed approval is granted for a merger, company split, share exchange or similar transaction, or if a Stock Acquisition Rights holder becomes unable to exercise the rights. |
| Categories and Number of Persons Covered | 4 directors of the Company, 25,000 rights |
| Procedures under the Corporate Code of Conduct | Implemented without obtaining approval at a shareholders meeting. As the directors receiving the allocation are specially interested parties, they did not participate in the resolution to allocate the rights to themselves. |
| Most recent equity financing | Timing History / Type Paid Stock Acquisition Rights for directors (First and Third Series) / Amount Not disclosed |
Items this document does not state (11)
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 promote directors' ownership of the Company's shares, strengthen alignment of interests with shareholders, and increase incentives to enhance corporate value and achieve performance targets over the medium to long term.