Worth reading
55In 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
0.9
Percentage of total shares issued (%)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of the Sixth, Seventh and Eighth Series of New Share Subscription Rights as paid stock options
発行・処分する株式数
Sixth Series: equivalent to 85,000 shares; Seventh Series: equivalent to 170,000 shares; Eighth Series: equivalent to 340,000 shares (in each case, 1 ordinary share per New Share Subscription Right)
Intended allottee
Category 1 executive officer of the Company / Number of stock acquisition rights 85,000 Sixth Series rights, Category 2 executive officers of the Company / Number of stock acquisition rights 170,000 Seventh Series rights, Category 2 directors of the Company / Number of stock acquisition rights 340,000 Eighth Series rights
Sixth Series: ¥0.09 per New Share Subscription Right; Seventh Series: ¥0.14 per New Share Subscription Right; Eighth Series: ¥1.28 per New Share Subscription Right
Total Stock-Based Compensation
This is a paid issuance based on individual investment decisions, rather than compensation. The total amount of share-based compensation is Not disclosed.
発行済株式総数
If all of these New Share Subscription Rights are exercised, the number of ordinary shares will increase by the equivalent of 0.9% of the total issued shares.
0.9% (assuming 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
¥284 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, or other unavoidable circumstances. The floor price is Not disclosed.
Exercise period
From the day following the allotment date through 31 July 2036
Number of Stock Acquisition Rights
Sixth Series: 85,000 rights; Seventh Series: 170,000 rights; Eighth Series: 340,000 rights. The number of remaining unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a proposal concerning a corporate reorganization or similar matter is approved, or if a holder becomes unable to exercise the rights, among other circumstances, the Company may acquire the rights at the same price as their issue price. The inclusion of an acquisition without consideration is Not disclosed.
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.
Conditions for lifting transfer restrictions
The holder must hold the position of director, executive officer or employee of the Company at the time of exercise. In addition, the Sixth and Seventh Series require the achievement of performance targets corresponding to the relevant business area, while the Eighth Series requires achievement of consolidated operating profit of at least ¥7 billion and a market capitalization exceeding ¥100 billion, among other conditions.
Categories and Number of Persons Covered
Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares Equivalent to 85,000 Sixth Series shares, Category Executive officers of the Company / Number of Employees 2 / Number of allocated shares Equivalent to 170,000 Seventh Series shares, Category Directors of the company / Number of Employees 2 / Number of allocated shares Equivalent to 340,000 Eighth Series shares
Intended allottee's holding policy
The acquisition of the New Share Subscription Rights through a transfer requires approval by the Board of Directors. The rights will be subscribed for based on individual investment decisions.
Payment date
30 September 2026
Basis for determining the amount to be paid
The exercise price is ¥284, the closing price for ordinary trading on the Tokyo Stock Exchange on 26 August 2026, the trading day preceding the resolution date. The issue prices of the New Share Subscription Rights were determined with reference to fair values calculated by 赤坂国際会計 using a Monte Carlo simulation. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Because the rights will be issued for consideration at fair value and are not issued on particularly favorable terms, the issuance will be conducted without obtaining approval at a shareholders meeting. The issue prices were determined with reference to fair values calculated by an independent valuation institution.
Impact on Business Performance
Impact on financial results: Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the Sixth, Seventh and Eighth Series of New Share Subscription Rights as paid stock options |
| Number of shares to be issued or disposed of | Sixth Series: equivalent to 85,000 shares; Seventh Series: equivalent to 170,000 shares; Eighth Series: equivalent to 340,000 shares (in each case, 1 ordinary share per New Share Subscription Right) |
| Issue price and disposal price | Sixth Series: ¥0.09 per New Share Subscription Right; Seventh Series: ¥0.14 per New Share Subscription Right; Eighth Series: ¥1.28 per New Share Subscription Right |
| Payment date | 30 September 2026 |
| Intended allottee | Category 1 executive officer of the Company / Number of stock acquisition rights 85,000 Sixth Series rights, Category 2 executive officers of the Company / Number of stock acquisition rights 170,000 Seventh Series rights, Category 2 directors of the Company / Number of stock acquisition rights 340,000 Eighth Series rights |
| Intended allottee's holding policy | The acquisition of the New Share Subscription Rights through a transfer requires approval by the Board of Directors. The rights will be subscribed for based on individual investment decisions. |
| Dilution Rate | 0.9% (assuming all of these stock acquisition rights are exercised) |
| Total number of issued shares | If all of these New Share Subscription Rights are exercised, the number of ordinary shares will increase by the equivalent of 0.9% of the total issued shares. |
| Basis for determining the amount to be paid | The exercise price is ¥284, the closing price for ordinary trading on the Tokyo Stock Exchange on 26 August 2026, the trading day preceding the resolution date. The issue prices of the New Share Subscription Rights were determined with reference to fair values calculated by 赤坂国際会計 using a Monte Carlo simulation. The discount rate and premium rate are Not disclosed. |
| Exercise price | ¥284 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, or other unavoidable circumstances. The floor price is Not disclosed. |
| Exercise period | From the day following the allotment date through 31 July 2036 |
| Number of Stock Acquisition Rights | Sixth Series: 85,000 rights; Seventh Series: 170,000 rights; Eighth Series: 340,000 rights. The number of remaining unexercised rights is Not disclosed. |
| Conditions for lifting transfer restrictions | The holder must hold the position of director, executive officer or employee of the Company at the time of exercise. In addition, the Sixth and Seventh Series require the achievement of performance targets corresponding to the relevant business area, while the Eighth Series requires achievement of consolidated operating profit of at least ¥7 billion and a market capitalization exceeding ¥100 billion, among other conditions. |
| Reason for acquisition without consideration | If a proposal concerning a corporate reorganization or similar matter is approved, or if a holder becomes unable to exercise the rights, among other circumstances, the Company may acquire the rights at the same price as their issue price. The inclusion of an acquisition without consideration is Not disclosed. |
| Categories and Number of Persons Covered | Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares Equivalent to 85,000 Sixth Series shares, Category Executive officers of the Company / Number of Employees 2 / Number of allocated shares Equivalent to 170,000 Seventh Series shares, Category Directors of the company / Number of Employees 2 / Number of allocated shares Equivalent to 340,000 Eighth Series shares |
| Total Stock-Based Compensation | This is a paid issuance based on individual investment decisions, rather than compensation. The total amount of share-based compensation is Not disclosed. |
| Procedures under the Corporate Code of Conduct | Because the rights will be issued for consideration at fair value and are not issued on particularly favorable terms, the issuance will be conducted without obtaining approval at a shareholders meeting. The issue prices were determined with reference to fair values calculated by an independent valuation institution. |
| Impact on Business Performance | Impact on financial results: Not disclosed |
Items this document does not state (10)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering
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 provide incentives for improving the performance of the Company Group, increasing corporate value and promoting management that prioritizes shareholders, and to secure a commitment to enhancing corporate value 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.
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