Worth reading
79Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
5.16
% (percentage of potential shares relative to the total number of shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 2nd Series of Paid Stock Acquisition Rights by third-party allotment
Who receives how much
30,000 of these stock acquisition rights. Each right entitles the holder to acquire 100 common shares of the Company, for a total of 3,000,000 shares deliverable (treasury shares are generally expected to be used).
株式会社ティーネット, 30,000 rights
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,600 per stock acquisition right. ¥16 per underlying share.
Total issue value
¥48,000,000
Amount of funds to be raised
Total amount payable: ¥48,000,000. Estimated net proceeds: Not disclosed
発行済株式総数
5.16% (if all of these stock acquisition rights are exercised; percentage of the total 58,147,188 shares issued)
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
Initial exercise price: ¥515 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. Minimum exercise price: Not disclosed
Exercise period
From the later of the first day of the month following the month in which the securities report for the fiscal year ending July 2030 is filed and the day following the conclusion of the annual general meeting of shareholders for that fiscal year, until 9 September 2032
Number of Stock Acquisition Rights
Total number issued: 30,000 rights. Number of remaining unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval is granted at a general meeting of shareholders or otherwise for a corporate reorganization, if all or part of the rights become unexercisable under the exercise conditions, or if payment is not made by the payment date, among other events.
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
Acquisition through transfer requires the approval of the Company's Board of Directors. Exercise is subject to conditions based on the achievement of adjusted consolidated operating profit of at least ¥4.5 billion, ¥4.8 billion, ¥5.3 billion or ¥5.8 billion in the fiscal year ending July 2029 or the fiscal year ending July 2030, and closing share prices of at least ¥550, ¥700, ¥850 or ¥1,000. If adjusted consolidated operating profit reaches at least ¥5.8 billion, all rights may be exercised regardless of the share price condition. In addition, the holder must continue to hold a position as a director, executive officer or similar officer of the Company or one of its subsidiaries until the conclusion of the annual general meeting of shareholders for the fiscal year ending July 2030.
Categories and Number of Persons Covered
One company, 株式会社ティーネット (whose representative director is the Company's representative director and chairman, Tanaka Toshihiko (田中俊彦)), holding 30,000 rights. The ultimate holder is Tanaka Toshihiko (田中俊彦), 1 person.
Intended allottee's holding policy
The Company has confirmed orally that the allottee intends to hold the common shares of the Company acquired through the exercise of these stock acquisition rights over the medium to long term. No specific agreement has been made regarding the holding policy.
Payment date
9 October 2026
Basis for determining the amount to be paid
Equal to the fair value calculated by the independent valuation agency 株式会社プルータス・コンサルティング using a Monte Carlo simulation based on share price information and other data. The exercise price of these stock acquisition rights is equal to the closing share price of ¥515 on 21 August 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The disclosure states that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder. Separately, the Company obtained opinions from the advisory committee of independent outside directors and the Audit and Supervisory Committee that the transaction is not disadvantageous to minority shareholders.
Impact on Business Performance
Specific impact on business performance from the issuance of these stock acquisition rights: Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 2nd Series of Paid Stock Acquisition Rights by third-party allotment |
| Number of shares to be issued or disposed of | 30,000 of these stock acquisition rights. Each right entitles the holder to acquire 100 common shares of the Company, for a total of 3,000,000 shares deliverable (treasury shares are generally expected to be used). |
| Issue price and disposal price | ¥1,600 per stock acquisition right. ¥16 per underlying share. |
| Total issue value | ¥48,000,000 |
| Amount of funds to be raised | Total amount payable: ¥48,000,000. Estimated net proceeds: Not disclosed |
| Payment date | 9 October 2026 |
| Intended allottee | 株式会社ティーネット, 30,000 rights |
| Intended allottee's holding policy | The Company has confirmed orally that the allottee intends to hold the common shares of the Company acquired through the exercise of these stock acquisition rights over the medium to long term. No specific agreement has been made regarding the holding policy. |
| Dilution Rate | 5.16% (if all of these stock acquisition rights are exercised; percentage of the total 58,147,188 shares issued) |
| Total number of issued shares | 58,147,188 shares → Not disclosed |
| Basis for determining the amount to be paid | Equal to the fair value calculated by the independent valuation agency 株式会社プルータス・コンサルティング using a Monte Carlo simulation based on share price information and other data. The exercise price of these stock acquisition rights is equal to the closing share price of ¥515 on 21 August 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed |
| Exercise price | Initial exercise price: ¥515 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. Minimum exercise price: Not disclosed |
| Exercise period | From the later of the first day of the month following the month in which the securities report for the fiscal year ending July 2030 is filed and the day following the conclusion of the annual general meeting of shareholders for that fiscal year, until 9 September 2032 |
| Number of Stock Acquisition Rights | Total number issued: 30,000 rights. Number of remaining unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | Acquisition through transfer requires the approval of the Company's Board of Directors. Exercise is subject to conditions based on the achievement of adjusted consolidated operating profit of at least ¥4.5 billion, ¥4.8 billion, ¥5.3 billion or ¥5.8 billion in the fiscal year ending July 2029 or the fiscal year ending July 2030, and closing share prices of at least ¥550, ¥700, ¥850 or ¥1,000. If adjusted consolidated operating profit reaches at least ¥5.8 billion, all rights may be exercised regardless of the share price condition. In addition, the holder must continue to hold a position as a director, executive officer or similar officer of the Company or one of its subsidiaries until the conclusion of the annual general meeting of shareholders for the fiscal year ending July 2030. |
| Reason for acquisition without consideration | If approval is granted at a general meeting of shareholders or otherwise for a corporate reorganization, if all or part of the rights become unexercisable under the exercise conditions, or if payment is not made by the payment date, among other events. |
| Categories and Number of Persons Covered | One company, 株式会社ティーネット (whose representative director is the Company's representative director and chairman, Tanaka Toshihiko (田中俊彦)), holding 30,000 rights. The ultimate holder is Tanaka Toshihiko (田中俊彦), 1 person. |
| Procedures under the Corporate Code of Conduct | The disclosure states that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder. Separately, the Company obtained opinions from the advisory committee of independent outside directors and the Audit and Supervisory Committee that the transaction is not disadvantageous to minority shareholders. |
| Impact on Business Performance | Specific impact on business performance from the issuance of these stock acquisition rights: Not disclosed |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 clarify the commitment of those responsible for management by having them bear economic risk, share economic interests with shareholders, improve the profitability of existing businesses, invest in new growth areas, achieve sustained profit growth, and enhance corporate value over the medium to long term.
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