TOKYO, May 14 (Pulse News Wire) – Takuma CO.,LTD. (6013.T) announced today that its board of directors resolved to dispose of own shares through a third-party allocation on May 14, 2026.
The disposal involves ordinary shares totaling 150,000. Each share will be sold at a price of ¥2,785 per share, resulting in a total disposal amount of ¥417.8 million. The shares will be transferred to Nippon Custodian Bank Corporation (Trust E Account). This disposal is part of the implementation of the newly introduced Employee Stock Ownership Plan (J-ESOP-RS) aimed at rewarding eligible management employees based on certain conditions set by the company. The number of shares to be disposed corresponds to the anticipated distribution to beneficiaries over five fiscal years ending March 31, 2031. As of March 31, 2026, this represents 0.20% of the outstanding shares and 0.21% of the total voting rights, respectively.
The company believes this dilution level is reasonable considering the purpose of the plan outlined in the previous announcement on March 25, 2026. The trust agreement for the J-ESOP-RS was established with Mizuho Trust Bank Corporation as trustee and Nippon Custodian Bank Corporation as sub-trustee. The trust will operate until the program ceases. The disposal price was determined based on the closing price of Takuma's ordinary shares on the Tokyo Stock Exchange on the trading day immediately preceding the board resolution, which was deemed fair and reasonable. Additionally, the price reflects averages of recent monthly, quarterly, and semiannual closing prices adjusted accordingly. The audit committee confirmed that the disposal price is not particularly favorable.
Given that the dilution rate is below 25% and does not involve changes in controlling shareholders, the company is exempt from obtaining independent third-party opinions and shareholder approval according to the Tokyo Stock Exchange’s listing regulations.
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