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Share Issuance and Disposal6045Rentracks CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Issuance of Paid Stock Options (Share Acquisition Rights)

The company resolved to issue 480 Series 11 stock acquisition rights for consideration to its directors, employees and subsidiary directors. If all are exercised, the number of common shares will increase by 48,000.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.61
% (ratio to the total number of issued shares, excluding treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

発行・処分する株式数

480 of these stock acquisition rights, 100 common shares per right, for a total of 48,000 shares

Intended allottee
Category 5 directors of the Company / Number of stock acquisition rights 180 stock acquisition rights, Category 13 employees of the Company / Number of stock acquisition rights 250 rights, Category 1 director of a subsidiary of the Company / Number of stock acquisition rights 50
¥100 per Stock Acquisition Right
Total issue value

¥48,000

Amount of funds to be raised
Total issue price of ¥48,000; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Not applicable (the issuance is paid and based on individual investment decisions, rather than compensation)
Existing Shares and Increase
+0.61%Rate of increase
7,856,132 shares7,904,132Shares

0.61%

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 ¥1,993 per share. Adjustment provisions apply in cases including share splits or consolidations, and the issuance of new shares or disposal of treasury shares below market value. The lower limit for adjustments is Not disclosed.
Exercise period
Start Date 1 July 2030 / End date 30 November 2032
Number of Stock Acquisition Rights
Total number issued 480 stock acquisition rights / Number of unexercised units Not disclosed
Reason for acquisition without consideration
The company may acquire the stock acquisition rights without consideration if, as a result of a merger or other event, the company becomes the disappearing company or a wholly owned subsidiary, or if the rights can no longer be exercised because of exercise conditions relating to performance, continued employment or other matters.
Categories and Number of Persons Covered
Category Directors of the Company / Number of Employees 5 / Number of allocated shares Equivalent to 18,000 shares, Category Employees of the Company / Number of Employees 13 / Number of allocated shares Equivalent to 25,000 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of allocated shares Equivalent to 5,000 shares
Intended allottee's holding policy
The rights will be subscribed for on a paid basis based on an individual investment decision. The Company's Board of Directors must approve any acquisition of the stock acquisition rights by transfer.
Payment date
28 December 2026
Basis for determining the amount to be paid
Determined by reference to the results calculated using a Monte Carlo simulation by the third-party valuation institution 株式会社プルータス・コンサルティング, taking into account share price information and other factors. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
As the stock acquisition rights are issued for consideration at fair value and the terms are not particularly favourable, the issuance will be carried out based on a Board of Directors resolution without obtaining shareholder approval. The valuation by a third-party valuation institution was referenced.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of480 of these stock acquisition rights, 100 common shares per right, for a total of 48,000 shares
Issue price and disposal price¥100 per Stock Acquisition Right
Total issue value¥48,000
Amount of funds to be raisedTotal issue price of ¥48,000; estimated net proceeds Not disclosed
Payment date28 December 2026
Intended allotteeCategory 5 directors of the Company / Number of stock acquisition rights 180 stock acquisition rights, Category 13 employees of the Company / Number of stock acquisition rights 250 rights, Category 1 director of a subsidiary of the Company / Number of stock acquisition rights 50
Intended allottee's holding policyThe rights will be subscribed for on a paid basis based on an individual investment decision. The Company's Board of Directors must approve any acquisition of the stock acquisition rights by transfer.
Dilution Rate0.61%
Total number of issued shares7,856,132 shares (excluding treasury shares) → 7,904,132 shares (excluding treasury shares; simple calculation assuming all stock acquisition rights are exercised)(0.61%)
Basis for determining the amount to be paidDetermined by reference to the results calculated using a Monte Carlo simulation by the third-party valuation institution 株式会社プルータス・コンサルティング, taking into account share price information and other factors. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise priceThe initial exercise price is ¥1,993 per share. Adjustment provisions apply in cases including share splits or consolidations, and the issuance of new shares or disposal of treasury shares below market value. The lower limit for adjustments is Not disclosed.
Exercise periodStart Date 1 July 2030 / End date 30 November 2032
Number of Stock Acquisition RightsTotal number issued 480 stock acquisition rights / Number of unexercised units Not disclosed
Reason for acquisition without considerationThe company may acquire the stock acquisition rights without consideration if, as a result of a merger or other event, the company becomes the disappearing company or a wholly owned subsidiary, or if the rights can no longer be exercised because of exercise conditions relating to performance, continued employment or other matters.
Categories and Number of Persons CoveredCategory Directors of the Company / Number of Employees 5 / Number of allocated shares Equivalent to 18,000 shares, Category Employees of the Company / Number of Employees 13 / Number of allocated shares Equivalent to 25,000 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of allocated shares Equivalent to 5,000 shares
Total Stock-Based CompensationNot applicable (the issuance is paid and based on individual investment decisions, rather than compensation)
Procedures under the Corporate Code of ConductAs the stock acquisition rights are issued for consideration at fair value and the terms are not particularly favourable, the issuance will be carried out based on a Board of Directors resolution without obtaining shareholder approval. The valuation by a third-party valuation institution was referenced.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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 motivate the eligible persons, raise morale and strengthen the company's cohesion toward medium- to long-term earnings growth and increased corporate value. The exercise condition is an ordinary profit target exceeding ¥2,500 million, with the aim of enhancing corporate value and shareholder value.

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Notice Concerning the Issuance of Paid Stock Options (Share Acquisition Rights) | Rentracks CO.,LTD. (6045) timely disclosure | Komori