Komori
Share Issuance and Disposal6199SERAKU Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of Stock Acquisition Rights (Tax-Qualified Stock Options)

The company resolved to issue 613 stock acquisition rights to 31 employees as tax-qualified stock options. The exercisable portion will be limited according to the achievement of performance targets, and the maximum dilution ratio if all rights are exercised will be 0.45%.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.45
%
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as tax-qualified stock options

発行・処分する株式数

61,300 common shares (613 stock acquisition rights × 100 shares per right, assuming maximum exercise; the company plans to use treasury shares upon exercise)

Intended allottee
Category Employees of the company group / Number of Employees 31 / Number of stock acquisition rights 613
The payment amount is ¥0 per stock acquisition right. The exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the allotment date.
発行済株式総数

Maximum 0.45% (based on 13,710,000 issued shares as of the resolution date for the issuance)

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 will be the closing price on the allotment date. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposal of treasury shares below market value, or similar events. The floor for adjustments is not disclosed.
Exercise period
Start Date 1 August 2028 / End date 31 July 2034
Number of Stock Acquisition Rights
Total number issued 613 / Unexercised balance Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger or similar transaction in which the company is the disappearing company, or if a holder of the stock acquisition rights ceases to satisfy the exercise conditions.
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.

Conditions for lifting transfer restrictions
Upon achievement of the performance conditions, 30% will be exercisable if revenue is at least ¥30 billion and ordinary income is at least ¥3 billion, and 100% will be exercisable if revenue is at least ¥50 billion and ordinary income is at least ¥5 billion. If revenue declines by 10% or more from the previous fiscal year in any fiscal year beginning with the fiscal year ending August 2026, all unexercised rights will lapse.
Categories and Number of Persons Covered
31 employees of the company group, 613 stock acquisition rights
Intended allottee's holding policy
Approval by the company’s board of directors is required to acquire the stock acquisition rights by transfer. The holding period and lock-up are not disclosed.
Payment date
No cash payment is required in exchange for the stock acquisition rights.
Basis for determining the amount to be paid
The exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the allotment date. If no trade is executed, the exercise price will be based on the closing price on the most recent preceding trading day.
Procedures under the Corporate Code of Conduct
As the issuance is not on especially favorable terms, it will be carried out without obtaining approval at a shareholders meeting.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as tax-qualified stock options
Number of shares to be issued or disposed of61,300 common shares (613 stock acquisition rights × 100 shares per right, assuming maximum exercise; the company plans to use treasury shares upon exercise)
Issue price and disposal priceThe payment amount is ¥0 per stock acquisition right. The exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the allotment date.
Payment dateNo cash payment is required in exchange for the stock acquisition rights.
Intended allotteeCategory Employees of the company group / Number of Employees 31 / Number of stock acquisition rights 613
Intended allottee's holding policyApproval by the company’s board of directors is required to acquire the stock acquisition rights by transfer. The holding period and lock-up are not disclosed.
Dilution RateMaximum 0.45% (based on 13,710,000 issued shares as of the resolution date for the issuance)
Total number of issued shares13,710,000 Shares → Not disclosed
Basis for determining the amount to be paidThe exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the allotment date. If no trade is executed, the exercise price will be based on the closing price on the most recent preceding trading day.
Exercise priceThe initial exercise price will be the closing price on the allotment date. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposal of treasury shares below market value, or similar events. The floor for adjustments is not disclosed.
Exercise periodStart Date 1 August 2028 / End date 31 July 2034
Number of Stock Acquisition RightsTotal number issued 613 / Unexercised balance Not disclosed
Conditions for lifting transfer restrictionsUpon achievement of the performance conditions, 30% will be exercisable if revenue is at least ¥30 billion and ordinary income is at least ¥3 billion, and 100% will be exercisable if revenue is at least ¥50 billion and ordinary income is at least ¥5 billion. If revenue declines by 10% or more from the previous fiscal year in any fiscal year beginning with the fiscal year ending August 2026, all unexercised rights will lapse.
Reason for acquisition without considerationIf approval is granted for a merger or similar transaction in which the company is the disappearing company, or if a holder of the stock acquisition rights ceases to satisfy the exercise conditions.
Categories and Number of Persons Covered31 employees of the company group, 613 stock acquisition rights
Procedures under the Corporate Code of ConductAs the issuance is not on especially favorable terms, it will be carried out without obtaining approval at a shareholders meeting.
Items this document does not state (12)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 strengthen unity within the company group, increase employees’ motivation and morale to contribute to improved performance, provide employees with incentives to enhance corporate value over the medium to long term, and secure and retain human resources.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of Stock Acquisition Rights (Tax-Qualified Stock Options) | SERAKU Co.,Ltd. (6199) timely disclosure | Komori