Worth reading
52Recurring
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
60000
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as transfer-restricted shares to the Employee Stock Ownership Plan (by way of a third-party allotment)
Who receives how much60,000Shares
Up to 60,000 shares of the Company's common stock (the actual number of shares to be disposed of will be determined at a later date)
ヤマシタヘルスケアホールディングス Employee Stock Ownership Plan: up to 60,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,495 per share
Total issue value
¥209,700,000 (estimated)
Amount of funds to be raised
Total payment amount: ¥209,700,000 (estimated); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims as special incentive bonuses: ¥209,700,000
発行済株式総数
2.35% of the total number of shares issued and 2.44% of the total number of voting rights
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.
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.
Transfer restriction period
From 25 May 2026 to 31 May 2031
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the Employee Stock Ownership Plan throughout the transfer restriction period, the transfer restrictions will be lifted when the period expires. If an eligible employee leaves the plan due to retirement at the mandatory retirement age, retirement upon expiration of the contract term, appointment as an officer, or any other reason recognized as legitimate by the Company, the transfer restrictions will be lifted on the settlement date. In the event of a reorganization or similar transaction, the transfer restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or another prescribed time specified in the agreement, the Company will acquire without consideration any shares granted under this allotment for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Eligible employees who are members of the Employee Stock Ownership Plan and have agreed to acquire the interests relating to the shares allocated to the Plan. Number of eligible employees: Not disclosed; total number of shares allocated: up to 60,000 shares
Intended allottee's holding policy
During the transfer restriction period, transfers, including withdrawals by eligible employees, the creation of security interests, and other dispositions will be prohibited. After the transfer restrictions are lifted, the shares will be transferred to ordinary holdings in accordance with the rules of the Employee Stock Ownership Plan and other applicable rules.
Payment date
25 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 13 April 2026 was ¥3,495. The deviations from the average closing prices were -3.63% from the one-month average of ¥3,622, -2.26% from the three-month average of ¥3,574, and 2.76% from the six-month average of ¥3,401.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee stated its opinion that the Company's process for determining that the disposal price does not constitute a particularly favorable price was reasonable and that the determination was lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as transfer-restricted shares to the Employee Stock Ownership Plan (by way of a third-party allotment) |
| Number of shares to be issued or disposed of | Up to 60,000 shares of the Company's common stock (the actual number of shares to be disposed of will be determined at a later date) |
| Issue price and disposal price | ¥3,495 per share |
| Total issue value | ¥209,700,000 (estimated) |
| Amount of funds to be raised | Total payment amount: ¥209,700,000 (estimated); estimated net proceeds: Not disclosed |
| Payment date | 25 May 2026 |
| Intended allottee | ヤマシタヘルスケアホールディングス Employee Stock Ownership Plan: up to 60,000 shares |
| Intended allottee's holding policy | During the transfer restriction period, transfers, including withdrawals by eligible employees, the creation of security interests, and other dispositions will be prohibited. After the transfer restrictions are lifted, the shares will be transferred to ordinary holdings in accordance with the rules of the Employee Stock Ownership Plan and other applicable rules. |
| Dilution Rate | 2.35% of the total number of shares issued and 2.44% of the total number of voting rights |
| Total number of issued shares | 2,553,000 shares (as of 31 May 2025) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 13 April 2026 was ¥3,495. The deviations from the average closing prices were -3.63% from the one-month average of ¥3,622, -2.26% from the three-month average of ¥3,574, and 2.76% from the six-month average of ¥3,401. |
| Transfer restriction period | From 25 May 2026 to 31 May 2031 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the Employee Stock Ownership Plan throughout the transfer restriction period, the transfer restrictions will be lifted when the period expires. If an eligible employee leaves the plan due to retirement at the mandatory retirement age, retirement upon expiration of the contract term, appointment as an officer, or any other reason recognized as legitimate by the Company, the transfer restrictions will be lifted on the settlement date. In the event of a reorganization or similar transaction, the transfer restrictions will be lifted subject to the prescribed conditions. |
| Reason for acquisition without consideration | At the expiration of the transfer restriction period or another prescribed time specified in the agreement, the Company will acquire without consideration any shares granted under this allotment for which the transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | Eligible employees who are members of the Employee Stock Ownership Plan and have agreed to acquire the interests relating to the shares allocated to the Plan. Number of eligible employees: Not disclosed; total number of shares allocated: up to 60,000 shares |
| Total Stock-Based Compensation | Total monetary claims as special incentive bonuses: ¥209,700,000 |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee stated its opinion that the Company's process for determining that the disposal price does not constitute a particularly favorable price was reasonable and that the determination was lawful. |
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 willingness of Group employees to contribute to the enhancement of corporate value, promote the sharing of value between employees and shareholders, encourage enrollment in the Employee Stock Ownership Plan, and assist employees in building personal assets.
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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