FUJI SEAL INTERNATIONAL,INC. [7864.T]
TOKYO, May 13 (Pulse News Wire) – Fuji Seal International,inc. (7864.T) resolved today during its board meeting to dispose of shares through a third-party allocation.
The disposal will take place on June 2, 2026, involving ordinary shares totaling 185,000. Each share will be sold at ¥2,481 per share, resulting in a total amount of ¥459.0 million. The shares will be transferred to Mitsubishi UFJ Trust and Banking Corporation and Sumitomo Mitsui Trust Bank, acting as co-trustees for the Employee Stock Ownership Plan (ESOP) trust account. The ESOP plan was approved in two separate board meetings held on May 13, 2025, and May 13, 2026, aimed at incentivizing employees who meet certain criteria within the Fuji Seal Group. The diluted share count, based on the number of shares expected to be delivered to eligible employees during the trust period, represents approximately 0.31% of the outstanding shares as of March 31, 2026, or 0.34% of the total voting rights as of the same date. The company believes this dilution level is reasonable and unlikely to cause significant impact on the stock market.
The ESOP trust contract, set to commence on May 28, 2026, and expire on August 31, 2031, involves the issuance of shares to eligible employees upon meeting specific conditions outlined in the distribution regulations. The trustee will exercise voting rights according to instructions from the independent manager, reflecting the beneficiaries' preferences. Regarding the valuation basis for the share disposal price, the company determined the price based on the closing value of the previous trading day, May 12, 2026, which was ¥2,481. This decision was made due to its high objectivity and reasonableness as a close approximation of the market price immediately preceding the board resolution. The audit committee confirmed that the pricing method was fair and legal without favoring any particular advantage. Given that the dilution rate is below 25% and there is no change in controlling shareholders, the company does not need to follow additional procedures such as obtaining opinions from independent third parties or confirming shareholder consent as mandated by the Tokyo Stock Exchange's listing rules.
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