Worth reading
57In 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
286560
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)
Who receives how much286,560Shares
286,560 common shares of the Company (maximum; the actual number of shares is expected to be determined based on the number of participants)
Topre Employee Shareholding Association (286,560 shares, maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥2,433 per share
Total issue value
¥697,200,480 (maximum)
Amount of funds to be raised
Total subscription proceeds of ¥697,200,480 (maximum); estimated net proceeds Not disclosed
発行済株式総数
0.53% of total shares issued and 0.58% of total voting rights (maximum)
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
From 1 December 2026 to 30 November 2029 (3 years)
Conditions for lifting transfer restrictions
Eligible employees must remain members of the employee shareholding association throughout the restricted transfer period. In the event of withdrawal for a valid reason, the restrictions will generally be lifted by the end of the month following the month in which the withdrawal application is accepted. Conditions for lifting the restrictions in the event of a corporate reorganization or similar event are also prescribed.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restricted transfer period expires, as well as any shares for which the restrictions are not lifted under the treatment applicable to withdrawals or similar events.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc. (which will open an account to administer the shares allocated under this transaction)
Categories and Number of Persons Covered
On the assumption that 90 shares will be granted uniformly to each of 3,184 employees of the Company and its subsidiaries who are eligible to join the employee shareholding association (maximum number)
Intended allottee's holding policy
During the restricted transfer period, transfers, the creation of security interests and other dispositions are prohibited, and withdrawals of restricted stock interests are also restricted until the transfer restrictions are lifted.
Payment date
1 December 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 13 May 2026 was ¥2,433. This represents a 0.66% premium to the one-month average of ¥2,417, a 4.77% discount to the three-month average of ¥2,555, and a 1.97% discount to the six-month average of ¥2,482.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required. All 3 Audit & Supervisory Board members expressed the opinion that the disposal price is lawful.
Impact on Business Performance
The Company believes that this scheme will contribute to increasing the corporate value of the Group. The monetary impact on business performance is Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 286,560 common shares of the Company (maximum; the actual number of shares is expected to be determined based on the number of participants) |
| Issue price and disposal price | ¥2,433 per share |
| Total issue value | ¥697,200,480 (maximum) |
| Amount of funds to be raised | Total subscription proceeds of ¥697,200,480 (maximum); estimated net proceeds Not disclosed |
| Payment date | 1 December 2026 |
| Intended allottee | Topre Employee Shareholding Association (286,560 shares, maximum) |
| Intended allottee's holding policy | During the restricted transfer period, transfers, the creation of security interests and other dispositions are prohibited, and withdrawals of restricted stock interests are also restricted until the transfer restrictions are lifted. |
| Dilution Rate | 0.53% of total shares issued and 0.58% of total voting rights (maximum) |
| Total number of issued shares | 54,021,824 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price on the Tokyo Stock Exchange on 13 May 2026 was ¥2,433. This represents a 0.66% premium to the one-month average of ¥2,417, a 4.77% discount to the three-month average of ¥2,555, and a 1.97% discount to the six-month average of ¥2,482. |
| Transfer restriction period | From 1 December 2026 to 30 November 2029 (3 years) |
| Conditions for lifting transfer restrictions | Eligible employees must remain members of the employee shareholding association throughout the restricted transfer period. In the event of withdrawal for a valid reason, the restrictions will generally be lifted by the end of the month following the month in which the withdrawal application is accepted. Conditions for lifting the restrictions in the event of a corporate reorganization or similar event are also prescribed. |
| Reason for acquisition without consideration | The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restricted transfer period expires, as well as any shares for which the restrictions are not lifted under the treatment applicable to withdrawals or similar events. |
| Categories and Number of Persons Covered | On the assumption that 90 shares will be granted uniformly to each of 3,184 employees of the Company and its subsidiaries who are eligible to join the employee shareholding association (maximum number) |
| Underwriter / lead underwriter | SMBC Nikko Securities Inc. (which will open an account to administer the shares allocated under this transaction) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required. All 3 Audit & Supervisory Board members expressed the opinion that the disposal price is lawful. |
| Impact on Business Performance | The Company believes that this scheme will contribute to increasing the corporate value of the Group. The monetary impact on business performance is Not disclosed |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationOverallotmentStock 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 support the asset building of employees of the Company and its subsidiaries, raise employees’ awareness of their participation in management, and promote the sharing of value with shareholders.
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