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Share Issuance and Disposal5258Transaction Media Networks Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of the 7th Series of Stock Acquisition Rights (Paid Stock Options)

The Company resolved to issue 25,000 paid Seventh Series Stock Acquisition Rights to 4 directors. If all the rights are exercised, the Company will deliver 2,500,000 treasury shares, potentially resulting in dilution equivalent to approximately 6.75% of the total number of issued shares.

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
6.75
% (dilution rate relative to the total number of issued shares)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of the Seventh Series of Stock Acquisition Rights (Paid Stock Options)

Who receives how much

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.

4 of the Company’s directors25,000 rights

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

¥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
発行済株式総数

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.

Terms of the stock acquisition rights
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
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.
Payment date
7 August 2026
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.
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
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the Seventh Series of Stock Acquisition Rights (Paid Stock Options)
Number of shares to be issued or disposed of25,000 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 raisedTotal payment amount of ¥13,000,000; estimated net proceeds Not disclosed
Payment date7 August 2026
Intended allotteeCategory 4 of the Company’s directors / Number of units 25,000 rights
Intended allottee's holding policyThe 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 RateApproximately 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 priceThe 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 periodStart Date 1 August 2026 / End date 31 July 2035
Number of Stock Acquisition RightsTotal number issued 25,000 rights / Unexercised balance Not disclosed
Reason for acquisition without considerationThe 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 Covered4 directors of the Company, 25,000 rights
Procedures under the Corporate Code of ConductImplemented 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 financingTiming History / Type Paid Stock Acquisition Rights for directors (First and Third Series) / Amount Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal 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.

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.

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 Issuance of the 7th Series of Stock Acquisition Rights (Paid Stock Options) | Transaction Media Networks Inc. (5258) timely disclosure | Komori