TOKYO, Mar 25 (Pulse News Wire) – ULS Group,inc. (3798.T) resolved to issue paid share subscription rights (the 16th tranche of share warrants) to its directors, employees, and those of its subsidiaries at a board meeting held.
The issuance does not require shareholder approval as it adheres to fair pricing principles. Under the plan, up to 3,030 share warrants will be distributed, allowing recipients to subscribe for up to 3,030,000 common shares based on predetermined conditions. Each warrant entitles the holder to purchase one common share at a price determined by the closing price of ULS Group's ordinary shares on the Tokyo Stock Exchange on the grant date. However, if the company achieves certain performance targets—specifically, ordinary profit exceeding ¥6 billion without considering amortization expenses and stock-based compensation costs—the exercise price will revert to the initial price set on the grant date. Additionally, the total number of ordinary shares that could potentially increase due to the exercise of all warrants would amount to 4.7% of the outstanding shares.
The company believes this issuance aligns with its long-term strategy to enhance corporate value and boost employee morale while ensuring reasonable dilution impact on existing shareholders. In another development, ULS Group plans to implement adjustments to the exercise prices in case of significant corporate actions such as mergers, spin-offs, or capital reductions. The adjustment formula ensures that the exercise price reflects changes in the company’s equity structure accurately. The share warrants will be exercisable from April 30, 2026, until September 30, 2036, subject to certain conditions outlined in the resolution. Details of the distribution include 800 warrants allocated to one director, 60,000 shares to four employees, and additional allocations to subsidiary directors and employees totaling 1,450 warrants and 1,450,000 shares respectively.
Payments for the warrants are due on May 13, 2026, with applications accepted until April 27, 2026.
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