Worth reading
64In 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
4000000
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of Treasury Shares Through a Third-Party Allotment
Who receives how much4,000,000Shares
4,000,000 common shares (treasury shares)
株式会社日本カストディ銀行 (re-trustee with 三井住友信託銀行株式会社 as settlor)4,000,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥1 per share
Total issue value
¥4,000,000
Amount of funds to be raised
Total payment amount ¥4,000,000 / Estimated net proceeds ¥4,000,000
Estimated issuance expenses
¥0
Specific use of funds
Expenses required to establish this structureAmount ¥4,000,000
発行済株式総数
0.69％
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.
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.
Transfer restriction period
2-year trust period (planned). The period is expected to be extended beyond 2 years, with the shares continuing to be held.
Offering structure
Major shareholders after the offering
Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 14.504％Name Nippon Life Insurance Company / Shareholding ratio 5.561％Name 明治安田生命保険相互会社 / Shareholding ratio 5.444％Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 5.847％Name 住友生命保険相互会社 / Shareholding ratio 2.443％Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 2.067％Name STATE STREET BANK AND TRUST COMPANY 505001 / Shareholding ratio 1.557％Name SUZUKI MOTOR CORPORATION / Shareholding ratio 1.309％Name Tokio Marine & Nichido Fire Insurance Co., Ltd. / Shareholding ratio 1.302％Name JP MORGAN CHASE BANK 385781 / Shareholding ratio 1.262％
Intended allottee's holding policy
The shares will be held under the trust agreement, and trust income funded by dividends will be distributed to the foundation. Upon termination of the trust, the trust assets will be distributed to the beneficiary in their existing condition. There is a reporting obligation if the shares are transferred within 2 years of the payment date. The trust period is expected to be extended beyond 2 years, with the shares continuing to be held. Voting rights will not be exercised throughout the trust period.
Payment date
From 1 September 2026 through the end of that month (the specific date will be determined based on the progress of the relevant procedures)
Basis for determining the amount to be paid
In light of the objective of securing a stable source of funding for the foundation's activities and the fact that short-term sales of the shares are not contemplated, the Company determined that ¥1 per share was reasonable. The price constitutes a favorable issuance. The reference closing price, average share price and discount rate are not disclosed.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. Separately, the transaction is subject to approval by a special resolution at the shareholders' meeting.
Most recent equity financing
None
Impact on Business Performance
The impact is expected to be immaterial. If any matter requiring disclosure arises, the Company will promptly announce it.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of Treasury Shares Through a Third-Party Allotment |
| Number of shares to be issued or disposed of | 4,000,000 common shares (treasury shares) |
| Issue price and disposal price | ¥1 per share |
| Total issue value | ¥4,000,000 |
| Amount of funds to be raised | Total payment amount ¥4,000,000 / Estimated net proceeds ¥4,000,000 |
| Estimated issuance expenses | ¥0 |
| Specific use of funds | Details Expenses required to establish this structure / Amount ¥4,000,000 / Scheduled timing of expenditures Not disclosed |
| Payment date | From 1 September 2026 through the end of that month (the specific date will be determined based on the progress of the relevant procedures) |
| Intended allottee | Name 株式会社日本カストディ銀行 (re-trustee with 三井住友信託銀行株式会社 as settlor) / Number of Shares 4,000,000 shares |
| Intended allottee's holding policy | The shares will be held under the trust agreement, and trust income funded by dividends will be distributed to the foundation. Upon termination of the trust, the trust assets will be distributed to the beneficiary in their existing condition. There is a reporting obligation if the shares are transferred within 2 years of the payment date. The trust period is expected to be extended beyond 2 years, with the shares continuing to be held. Voting rights will not be exercised throughout the trust period. |
| Dilution Rate | 0.69％ |
| Total number of issued shares | 580,129,069 shares → 580,129,069 shares (the total number of issued shares will not increase because this is a disposal of treasury shares)（0％） |
| Basis for determining the amount to be paid | In light of the objective of securing a stable source of funding for the foundation's activities and the fact that short-term sales of the shares are not contemplated, the Company determined that ¥1 per share was reasonable. The price constitutes a favorable issuance. The reference closing price, average share price and discount rate are not disclosed. |
| Transfer restriction period | 2-year trust period (planned). The period is expected to be extended beyond 2 years, with the shares continuing to be held. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. Separately, the transaction is subject to approval by a special resolution at the shareholders' meeting. |
| Most recent equity financing | None |
| Major shareholders after the offering | Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 14.504％, Name Nippon Life Insurance Company / Shareholding ratio 5.561％, Name 明治安田生命保険相互会社 / Shareholding ratio 5.444％, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 5.847％, Name 住友生命保険相互会社 / Shareholding ratio 2.443％, Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 2.067％, Name STATE STREET BANK AND TRUST COMPANY 505001 / Shareholding ratio 1.557％, Name SUZUKI MOTOR CORPORATION / Shareholding ratio 1.309％, Name Tokio Marine & Nichido Fire Insurance Co., Ltd. / Shareholding ratio 1.302％, Name JP MORGAN CHASE BANK 385781 / Shareholding ratio 1.262％ |
| Impact on Business Performance | The impact is expected to be immaterial. If any matter requiring disclosure arises, the Company will promptly announce it. |
Items this document does not state (10)
Exercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio
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 continuous and stable support for the foundation's activities and contribute to the development of the regional economy and society, as well as enhance the Company's corporate value, through the creation of new regional businesses, resolution of regional issues and human resource development.
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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