Komori
Share Issuance and Disposal9560PROGRIT Inc.Information and Communications, Services and Others

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

The company resolved to issue paid stock acquisition rights to 1 director and 40 employees. If all rights are exercised, the number of ordinary shares outstanding will increase by an amount equivalent to 1.61% of the total number of shares issued.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1.61
%
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (Series 6 stock acquisition rights)

Who receives how much

1,830 stock acquisition rights, with 100 ordinary shares per right (183,000 potential shares)

1 director of the company150
40 employees of the Company1,680 rights

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥300 per stock acquisition right
Total issue value

¥549,000 (1,830 rights × ¥300)

Amount of funds to be raised
Total payment amount: ¥549,000; estimated net proceeds: Not disclosed
発行済株式総数

If all of these stock acquisition rights are exercised, the number of shares outstanding, excluding treasury shares, will increase by an amount equivalent to 1.61%.

1.61% (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 ¥1,085 per share. Adjustment provisions apply in connection with share splits, share consolidations, and the issuance of new shares at prices below the market price, among other events. The lower limit of the adjustment is Not disclosed.
Exercise period
From 1 December 2029 to 30 November 2040 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 1,830 rights; number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If shareholder approval or other approval is obtained for a merger or similar transaction in which the company becomes the disappearing company, all of these rights may be acquired for no consideration upon the arrival of a date separately determined by the company's Board of Directors. If the rights become unexercisable before exercise due to the exercise conditions, the company may acquire those stock acquisition rights for no 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.

Transfer restriction period
No period is specified: Not disclosed. Acquisition through transfer requires the approval of the company's Board of Directors.
Categories and Number of Persons Covered
1 company director: 150 rights; 40 company employees: 1,680 rights (the number of people and rights is capped)
Payment date
12 November 2026
Basis for determining the amount to be paid
The price was set at ¥300 per stock acquisition right, based on the results calculated using a Monte Carlo simulation 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 periods for the closing price and average share price used as benchmarks, and the discount or premium rate, are Not disclosed.
Procedures under the Corporate Code of Conduct
The rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (Series 6 stock acquisition rights)
Number of shares to be issued or disposed of1,830 stock acquisition rights, with 100 ordinary shares per right (183,000 potential shares)
Issue price and disposal price¥300 per stock acquisition right
Total issue value¥549,000 (1,830 rights × ¥300)
Amount of funds to be raisedTotal payment amount: ¥549,000; estimated net proceeds: Not disclosed
Payment date12 November 2026
Intended allotteeCategory 1 director of the company / Number of units 150, Category 40 employees of the Company / Number of units 1,680 rights
Dilution Rate1.61% (if all of these stock acquisition rights are exercised)
Total number of issued sharesIf all of these stock acquisition rights are exercised, the number of shares outstanding, excluding treasury shares, will increase by an amount equivalent to 1.61%.
Basis for determining the amount to be paidThe price was set at ¥300 per stock acquisition right, based on the results calculated using a Monte Carlo simulation 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 periods for the closing price and average share price used as benchmarks, and the discount or premium rate, are Not disclosed.
Exercise priceThe initial exercise price is ¥1,085 per share. Adjustment provisions apply in connection with share splits, share consolidations, and the issuance of new shares at prices below the market price, among other events. The lower limit of the adjustment is Not disclosed.
Exercise periodFrom 1 December 2029 to 30 November 2040 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal issued: 1,830 rights; number of unexercised rights: Not disclosed
Transfer restriction periodNo period is specified: Not disclosed. Acquisition through transfer requires the approval of the company's Board of Directors.
Reason for acquisition without considerationIf shareholder approval or other approval is obtained for a merger or similar transaction in which the company becomes the disappearing company, all of these rights may be acquired for no consideration upon the arrival of a date separately determined by the company's Board of Directors. If the rights become unexercisable before exercise due to the exercise conditions, the company may acquire those stock acquisition rights for no consideration.
Categories and Number of Persons Covered1 company director: 150 rights; 40 company employees: 1,680 rights (the number of people and rights is capped)
Procedures under the Corporate Code of ConductThe rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 raise the motivation and morale of directors and employees and strengthen their unity toward medium- to long-term earnings growth and an increase in corporate value. By making the achievement of performance targets an exercise condition, the company aims to enhance corporate and shareholder value and contribute to the interests of existing shareholders.

How to read this page

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Notice Regarding the Issuance of Paid Stock Options (Share Subscription Rights) | PROGRIT Inc. (9560) timely disclosure | Komori