NAMSUNG CORPORATION Issues 2.7 Billion KRW Exchangeable Bonds to Repay 31st EB, Exchange Price Set at 10,290 KRW After Stock Consolidation, Voting Rights Dilution of 3.36%p Expected
NAMSUNG CORPORATION decided on December 18, 2025 to issue 2.7 billion KRW worth of 33rd series unregistered private exchangeable bonds with zero coupon and maturity on December 29, 2030.
The primary purpose is to early redeem 2.7 billion KRW of the 5 billion KRW outstanding 31st exchangeable bonds issued in February 2024. Proactive funding was needed to meet put option exercise, and bank borrowing was difficult due to a 98.33% collateral ratio on assets, leading to the choice of treasury stock-based exchangeable bonds.
The exchange targets 262,390 treasury shares, representing 7.25% of total outstanding shares of 3,621,216 post-stock consolidation. The exchange price is set at 10,290 KRW, a 15% premium over the reference price, adjusted from 1,029 KRW due to the stock split. Full exchange would reduce the major shareholder's voting stake from 43.50% to 40.14%, a 3.36 percentage point decrease.
The company expects the exchangeable bond to be more favorable to shareholder value than bank borrowing. EPS simulation shows that if fully exchanged, EPS would be -22.36 KRW, better than -28.78 KRW under a share cancellation and bank loan scenario. The debt ratio would improve to 100.36% versus 105.14% under borrowing.
The remaining 226,577 treasury shares are planned to be used for cancellation, employee compensation, or strategic partnerships in a market-friendly manner, with details to be decided by the board later.
[AI Summary]NAMSUNG CORPORATION resolved a short-term funding crunch via a 2.7 billion KRW exchangeable bond issuance to cover early redemption of its 31st EB, but faces 7.25% dilution and a 3.36%p reduction in major shareholder voting rights. However, the 15% premium pricing, zero coupon, and EPS improvement mitigate shareholder harm, offering temporary financial stability.
KOSPI Filing Information
[Correction of Description] Report on Major Matters (Decision on Issuance of Exchangeable Bonds)