Details of issuance or disposal
Issuance of paid stock options (stock acquisition rights)
1,160 share acquisition rights, each carrying rights to 100 common shares of the company (116,000 shares maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥464,000 (1,160 rights × ¥400)
0.96% (assuming all of these share 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 paid stock options (stock acquisition rights) |
| Number of shares to be issued or disposed of | 1,160 share acquisition rights, each carrying rights to 100 common shares of the company (116,000 shares maximum) |
| Issue price and disposal price | ¥400 per share acquisition right |
| Total issue value | ¥464,000 (1,160 rights × ¥400) |
| Amount of funds to be raised | Total payment for the share acquisition rights: ¥464,000. Estimated net proceeds: Not disclosed. |
| Payment date | 10 July 2026 |
| Intended allottee | Category 8 employees of the company / Number of Shares 1,160 share acquisition rights (116,000 shares maximum) |
| Dilution Rate | 0.96% (assuming all of these share acquisition rights are exercised) |
| Total number of issued shares | 12,140,258 shares → Not disclosed(0.96%) |
| Basis for determining the amount to be paid | The amount was determined with reference to the fair value calculated by the independent valuation firm 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking share price information and other factors into account. Discount rate and premium rate: Not disclosed. |
| Exercise price | The initial exercise price is ¥563 per share, equal to the closing price on the Tokyo Stock Exchange on 18 June 2026. Before the performance targets are achieved, the exercise price will be adjusted to the closing price on the exercise request date, subject to a floor at the initial exercise price. If consolidated net sales of at least ¥7,000 million and EBITDA of at least ¥500 million are achieved for the fiscal year ending June 2027, the exercise price will be adjusted to the initial exercise price from 1 July 2029, with no further adjustments thereafter. |
| Exercise period | From 10 July 2026 to 9 July 2036 |
| Number of Stock Acquisition Rights | Total issued: 1,160 rights. Unexercised balance: Not disclosed. |
| Reason for acquisition without consideration | The company may acquire the share acquisition rights without consideration if it becomes the dissolving company or a wholly owned subsidiary as a result of a merger or other transaction, or if a holder of the share acquisition rights becomes unable to exercise the rights. |
| Categories and Number of Persons Covered | 8 employees of the company, totaling 1,160 rights (116,000 shares maximum) |
| Total Stock-Based Compensation | These share acquisition rights are not granted as compensation but are subscribed for on a paid basis based on individual investment decisions; therefore, Not applicable. |
| Procedures under the Corporate Code of Conduct | Board of Directors resolution. Shareholder approval will not be obtained because the rights are issued for consideration at fair value and the terms are not particularly favorable. |
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 raise employees’ motivation and morale and strengthen their cohesion with, and sense of belonging to, the company, with a view to achieving medium- to long-term earnings growth and increasing corporate value. Performance targets of consolidated net sales of at least ¥7 billion and consolidated EBITDA of at least ¥500 million for the fiscal year ending June 2027 have been established, creating an incentive linked to the achievement of these targets.