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Share Issuance and Disposal7119halmek holdings Co.,Ltd.Retail

Notice Regarding the Issuance of New Share Subscription Rights (Paid Stock Options)

The Company has resolved to issue 1,000 paid stock acquisition rights to 7 executive officers and employees of the Company and employees of its subsidiaries. If all rights are exercised, the number of common shares will increase by 100,000, equivalent to 0.91% of the total number of shares outstanding.

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Scale
0.91
%
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights for subscription (paid stock options)

Who receives how much

100,000 common shares (1,000 stock acquisition rights, 100 shares per right)

7 executive officers and employees of the Company and employees of the Company's subsidiaries1,000 stock acquisition rights (100,000 common shares)

The lower thin line represents the existing number of shares to which these shares will be added.

¥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
Total Stock-Based Compensation
Not applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation)
発行済株式総数

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.

Terms of the stock acquisition rights
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
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
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
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.
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)
Payment date
7 July 2026
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
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
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights for subscription (paid stock options)
Number of shares to be issued or disposed of100,000 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 raisedTotal amount to be paid: ¥1,100,000. Estimated net proceeds: Not disclosed
Payment date7 July 2026
Intended allotteeName 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 Rate0.91% (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 paidThe 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 periodStart Date 1 July 2029 / End date 30 June 2035
Number of Stock Acquisition RightsTotal number issued: 1,000. Number of unexercised rights: Not disclosed
Conditions for lifting transfer restrictionsAs 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 considerationIf 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 CoveredExecutive 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 CompensationNot applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation)
Procedures under the Corporate Code of ConductAs 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)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodUnderwriter / 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.

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.

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Notice Regarding the Issuance of New Share Subscription Rights (Paid Stock Options) | halmek holdings Co.,Ltd. (7119) timely disclosure | Komori