Details of issuance or disposal
Issue of share-price commitment-type stock acquisition rights (paid stock options)
120,000 common shares (1,200 stock acquisition rights, 100 shares per right)
The lower thin line represents the existing number of shares to which these shares will be added.
¥120,000
0.8% of the total number of 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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issue of share-price commitment-type stock acquisition rights (paid stock options) |
| Number of shares to be issued or disposed of | 120,000 common shares (1,200 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥100 per Stock Acquisition Right |
| Total issue value | ¥120,000 |
| Amount of funds to be raised | Total payment amount: ¥120,000; estimated net proceeds: Not disclosed |
| Payment date | 30 November 2026 |
| Intended allottee | Name Hirao Jo (平尾 丈), outside director of the company / Number of Shares 1,200 rights (underlying shares: 120,000) |
| Intended allottee's holding policy | The rights will be subscribed for consideration based on an individual investment decision. The allottee may not waive all or part of the stock acquisition rights, and any transfer requires approval by the Board of Directors. |
| Dilution Rate | 0.8% of the total number of shares issued |
| Basis for determining the amount to be paid | The issue price per stock acquisition right was determined by reference to the amount calculated by Plutus Consulting Co., Ltd., an independent valuation organisation, using a Monte Carlo simulation that took into account share price information and other factors. The reference closing price and average share price periods, and the discount and premium rates: Not disclosed |
| Exercise price | The initial exercise price is ¥132 per share. Adjustment provisions apply in connection with share splits, consolidations and certain issuances of new shares or disposals of treasury shares. The lower limit under the adjustment provision linked to the market share price: Not disclosed |
| Exercise period | Start Date 30 November 2026 / End date 29 November 2029 (or the preceding bank business day if the final day is not a bank business day) |
| Number of Stock Acquisition Rights | Total issued: 1,200 rights; number of unexercised rights: Not disclosed |
| Reason for acquisition without consideration | If approval is granted for a merger agreement under which the company becomes the non-surviving company, a company split under which the company becomes the splitting company, or a share exchange or share transfer under which the company becomes a wholly owned subsidiary, the company may acquire all of the rights without consideration on a date separately determined by the Board of Directors. The rights cannot be acquired in any other circumstances. |
| Categories and Number of Persons Covered | 1 outside director of the company; 1,200 rights |
| Procedures under the Corporate Code of Conduct | Because the rights will be issued for consideration on terms that are not particularly favourable, the issuance will proceed without shareholder approval. |
| Impact on Business Performance | The specific impact on performance at this time is Not disclosed |
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 provide the outside director with an incentive to increase the share price, with the aim of achieving medium- to long-term earnings growth and increasing corporate value. In addition, the forced exercise provision will require the director to share the risk of share price volatility with existing shareholders when the share price falls, thereby discouraging corporate activities that could cause a decline in the share price.