Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
0.82
% (percentage increase relative to the total number of shares issued)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of Stock Acquisition Rights by Public Offering (Paid Stock Options) (Series 3 Stock Acquisition Rights)
Who receives how much
100,000 common shares (1,000 stock acquisition rights, 100 shares per right)
7 directors of the Company: 1,000 rights
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 (¥1,100 × 1,000 rights)
Amount of funds to be raised
Total payment amount: ¥1,100,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (This is a paid issuance based on individual investment decisions, not compensation.)
発行済株式総数
Increase of 100,000 common shares (if all of these Stock Acquisition Rights are exercised)
0.82% (if all of these Stock Acquisition Rights are exercised)
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 is ¥803 per share. Adjustment provisions apply in connection with share splits and consolidations, issuances of new shares and disposals of treasury shares below market value, corporate reorganizations and other events. Lower limit for adjustments: Not disclosed.
Exercise period
From 1 October 2027 to 28 October 2036 (if the final date is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total number of Stock Acquisition Rights: 1,000; number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval or other authorization is obtained at a general meeting of shareholders for a corporate reorganization or other event, or if the Stock Acquisition Rights can no longer be exercised under the exercise conditions, the Company may acquire these Stock Acquisition Rights without consideration.
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, up to 30% may be exercised if operating profit exceeds ¥1,000 million at least once in the fiscal year ending June 2027 or the fiscal year ending June 2028; up to 50% may be exercised if operating profit exceeds ¥2,000 million at least once during the fiscal years ending June 2028 through June 2030; and up to 100% may be exercised if operating profit exceeds ¥3,000 million during the same period. At the time of exercise, the holder must also be a director, Audit & Supervisory Board member or employee of the Company or an affiliated company.
Categories and Number of Persons Covered
7 directors of the Company: 1,000 rights
Payment date
28 October 2026
Basis for determining the amount to be paid
¥1,100 per Stock Acquisition Right. The amount was determined with reference to a calculation by 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company's share price information and other factors. The period used for the reference closing price and average share price, and the discount rate and premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
Implemented by resolution of the Board of Directors without obtaining approval at a general meeting of shareholders. The rights are issued for consideration at fair value, and the Company states that the terms are not particularly favorable.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Stock Acquisition Rights by Public Offering (Paid Stock Options) (Series 3 Stock Acquisition Rights) |
| 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 (¥1,100 × 1,000 rights) |
| Amount of funds to be raised | Total payment amount: ¥1,100,000; estimated net proceeds: Not disclosed |
| Payment date | 28 October 2026 |
| Intended allottee | 7 directors of the Company: 1,000 rights |
| Dilution Rate | 0.82% (if all of these Stock Acquisition Rights are exercised) |
| Total number of issued shares | Increase of 100,000 common shares (if all of these Stock Acquisition Rights are exercised) |
| Basis for determining the amount to be paid | ¥1,100 per Stock Acquisition Right. The amount was determined with reference to a calculation by 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company's share price information and other factors. The period used for the reference closing price and average share price, and the discount rate and premium rate: Not disclosed. |
| Exercise price | The initial exercise price is ¥803 per share. Adjustment provisions apply in connection with share splits and consolidations, issuances of new shares and disposals of treasury shares below market value, corporate reorganizations and other events. Lower limit for adjustments: Not disclosed. |
| Exercise period | From 1 October 2027 to 28 October 2036 (if the final date is not a bank business day, the preceding bank business day) |
| Number of Stock Acquisition Rights | Total number of Stock Acquisition Rights: 1,000; number of unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | As a performance condition, up to 30% may be exercised if operating profit exceeds ¥1,000 million at least once in the fiscal year ending June 2027 or the fiscal year ending June 2028; up to 50% may be exercised if operating profit exceeds ¥2,000 million at least once during the fiscal years ending June 2028 through June 2030; and up to 100% may be exercised if operating profit exceeds ¥3,000 million during the same period. At the time of exercise, the holder must also be a director, Audit & Supervisory Board member or employee of the Company or an affiliated company. |
| Reason for acquisition without consideration | If approval or other authorization is obtained at a general meeting of shareholders for a corporate reorganization or other event, or if the Stock Acquisition Rights can no longer be exercised under the exercise conditions, the Company may acquire these Stock Acquisition Rights without consideration. |
| Categories and Number of Persons Covered | 7 directors of the Company: 1,000 rights |
| Total Stock-Based Compensation | Not applicable (This is a paid issuance based on individual investment decisions, not compensation.) |
| Procedures under the Corporate Code of Conduct | Implemented by resolution of the Board of Directors without obtaining approval at a general meeting of shareholders. The rights are issued for consideration at fair value, and the Company states that the terms are not particularly favorable. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer 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.To increase the directors' motivation and morale and further strengthen the Company's cohesion with a view to expanding performance and increasing corporate value over the medium to long term. The Company states that making the achievement of performance targets an exercise condition will contribute to increasing corporate value and shareholder value.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.