Details of issuance or disposal
Issuance of stock acquisition rights for subscription (paid stock options)
100,000 common shares (1,000 stock acquisition rights, 100 shares per right)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,100,000 (1,000 stock acquisition rights × ¥1,100)
0.91% (assuming all of these stock acquisition rights are exercised; as a percentage of the total number of shares outstanding at the end of May)
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.
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.
| 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 | 100,000 common shares (1,000 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥1,100 per stock acquisition right |
| Total issue value | ¥1,100,000 (1,000 stock acquisition rights × ¥1,100) |
| Amount of funds to be raised | Total amount to be paid: ¥1,100,000. Estimated net proceeds: Not disclosed |
| Payment date | 7 July 2026 |
| Intended allottee | Name 7 executive officers and employees of the Company and employees of the Company's subsidiaries / Number of Shares 1,000 stock acquisition rights (100,000 common shares) |
| Dilution Rate | 0.91% (assuming all of these stock acquisition rights are exercised; as a percentage of the total number of shares outstanding at the end of May) |
| Basis for determining the amount to be paid | The issue price per stock acquisition right was determined with reference to the results of a Monte Carlo simulation conducted 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 the Company's share price information and other factors. The discount or premium to the closing price and average share price is Not disclosed |
| Exercise price | ¥1,630 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, a corporate reorganization or other such events. The floor price is Not disclosed |
| Exercise period | Start Date 1 July 2029 / End date 30 June 2035 |
| Number of Stock Acquisition Rights | Total number issued: 1,000. Number of unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | As a performance condition, consolidated operating profit must exceed ¥3 billion at least once in any fiscal year from the fiscal year ending March 2029 through the fiscal year ending March 2031. In addition, the holder must continuously remain a director, audit & supervisory board member or employee of the Company or one of its subsidiaries from the allotment date through 31 March 2028, subject to certain exceptions. |
| Reason for acquisition without consideration | If a merger or other transaction in which the Company becomes the dissolving company is approved, or if a holder becomes unable to exercise the rights before exercising them because the exercise conditions are no longer satisfied |
| Categories and Number of Persons Covered | Executive officers and employees of the Company and employees of the Company's subsidiaries: 7 people, 1,000 stock acquisition rights (100,000 common shares) |
| Total Stock-Based Compensation | Not applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation) |
| Procedures under the Corporate Code of Conduct | As the rights are issued for consideration at fair value and do not involve particularly favorable terms, the issuance will be carried out without obtaining shareholder approval |
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.The purpose is to retain and secure talented personnel and enhance their motivation and morale in order to expand existing businesses, accelerate expansion into new business areas, and advance the Company's M&A strategy. The achievement of performance targets will be an exercise condition, with the aim of contributing to the enhancement of corporate value and shareholder value over the medium to long term.