Details of issuance or disposal
Issuance of stock acquisition rights for subscription (paid stock options)
427,000 common shares (4,270 subscription rights to shares, 100 shares per right)
¥427,000
Increase of 427,000 shares (if all of these subscription rights to shares are exercised)
1.56%
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 stock acquisition rights for subscription (paid stock options) |
| Number of shares to be issued or disposed of | 427,000 common shares (4,270 subscription rights to shares, 100 shares per right) |
| Issue price and disposal price | ¥100 per Stock Acquisition Right |
| Total issue value | ¥427,000 |
| Amount of funds to be raised | Total amount paid: ¥427,000; estimated net proceeds: Not disclosed |
| Payment date | 10 April 2026 |
| Intended allottee | Category 9 directors of the company / Number of stock acquisition rights 4,270 |
| Intended allottee's holding policy | The recipients will subscribe based on their individual investment decisions. The rights are being issued for consideration and are not granted as compensation. Voluntary renunciation by the holders of these subscription rights to shares is not permitted, and transfers require approval by the Board of Directors. |
| Dilution Rate | 1.56% |
| Total number of issued shares | Increase of 427,000 shares (if all of these subscription rights to shares are exercised) |
| Basis for determining the amount to be paid | An amount equal to 110% of the closing price of the company’s common shares on 25 March 2026. The closing price was ¥1,441 and the exercise price is ¥1,586. The issue price of the subscription rights to shares was determined as their fair value of ¥100, calculated using a Monte Carlo simulation by an independent valuation institution. |
| Exercise price | Initial exercise price of ¥1,586. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of shares or disposal of treasury shares below market value, a corporate reorganization or other such event. Floor: Not disclosed. |
| Exercise period | From 13 April 2026 to 13 April 2036 (if the final date is not a bank business day, the immediately preceding bank business day) |
| Number of Stock Acquisition Rights | Total issued: 4,270; outstanding unexercised: Not disclosed |
| Reason for acquisition without consideration | If approval is granted at a general meeting of shareholders, or by resolution of the Board of Directors where such approval is not required, for a merger in which the company becomes the disappearing company, a company split in which the company becomes the splitting company, or a share exchange or share transfer in which the company becomes a wholly owned subsidiary, the company may acquire all of the rights without consideration upon the arrival of a date separately determined by the Board of Directors. |
| Categories and Number of Persons Covered | 9 directors of the company, 4,270 rights |
| Procedures under the Corporate Code of Conduct | The fair value of the subscription rights to shares was calculated by 株式会社プルータス・コンサルティング, an independent valuation institution. The company states that approval by a general meeting of shareholders is not required. |
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 increase the directors’ commitment to improving performance in pursuit of medium- to long-term business growth and increased corporate value. The company also cited the sharing of share price fluctuation risk between the directors and existing shareholders through a mandatory exercise provision applicable when the share price declines.