Amendment: 1-Year Maturity Extension on KRW 10B Barrel CB Holding
Original: [기재정정]주권관련사채권의취득결정
Summary
The Nature Holdings has amended its 2022 disclosure on the acquisition of KRW 10 billion in convertible bonds issued by Barrel Inc., extending the bond maturity by one year from June 7, 2026 to June 7, 2027. The put option exercise window end date is correspondingly extended from March 7, 2026 to March 8, 2027, and the conversion request period end is extended from March 7, 2026 to May 7, 2027. The call option terms covering KRW 2.836 billion of the CB remain unchanged. All other acquisition terms — KRW 10.82 billion purchase price (4.91% of equity), 0% coupon / 2% yield-to-maturity, and KRW 8,732 conversion price — are unchanged. The amendment reflects a negotiated rollover of the investment rather than redemption at original maturity.
Full Translation
The Nature Holdings / Decision to Acquire Stock-Related Bonds / (2026-05-22) Decision to Acquire Stock-Related Bonds
Amendment Report
Amendment date: 2026-05-22
1. Filing being amended: Decision to Acquire Stock-Related Bonds
2. Original filing date: 2022-05-16 (original) / 2022-07-08 (1st amendment)
3. Reason for amendment: Amendment disclosure due to 1-year extension of bond maturity
4. Amended items:
9. Whether a put option contract, etc. has been entered into
Before amendment:
- Contract details:
[Put option] The bondholders may, on every 3-month anniversary date (collectively, the "Early Redemption Payment Date") from December 7, 2023 (the date 2 years and 6 months after the issue date) through March 7, 2026, request early redemption before maturity of all or part of the electronically registered amount of the bonds.
- Early redemption claim amount: the sum of the electronically registered amount of the bonds plus an amount calculated by applying the early redemption rate (2.0% compounded annually) on such amount from the issue date to the Early Redemption Payment Date (less any interest already paid prior to early redemption).
[Call option] Entered into a convertible bond call option agreement granting the Company the right to demand redemption from the issuer, or sale to a third party designated by the issuer, of a portion of the target bonds in the amount of KRW 2,836,000,000 of electronically registered convertible bonds, and acquired the target bonds pursuant to the underwriting agreement.
After amendment:
[Put option] The bondholders may, on every 3-month anniversary date from December 7, 2023 through March 8, 2027, request early redemption of all or part of the electronically registered amount.
- Early redemption claim amount: same calculation (2.0% compounded annual rate, less interest already paid).
[Call option] Same terms as before — KRW 2,836,000,000 portion subject to the call option agreement.
[Convertible bond matters]
- Bond maturity date: 2026-06-07 → 2027-06-07
[Conversion request period]
- End date: 2026-03-07 → 2027-05-07
Reason: Amendment filed due to change in issuance terms resulting from a 1-year extension of the maturity date of the subject transaction.
Decision to Acquire Stock-Related Bonds
1. Type of stock-related bonds: Convertible bonds
- Series: 1
- Type: Unregistered, non-coupon, unsecured private placement convertible bonds
2. Bond-issuing company:
- Company (nationality): Barrel Inc. (Korea)
- CEO: Lee Sang-hoon
- Capital stock (KRW): 3,942,750,000
- Relationship with the Company: None
- Total shares issued: 7,885,500
- Main business: Other sewn apparel manufacturing
- Acquisition of new shares by third-party allotment within past 6 months: No
3. Acquisition details:
- Face (electronically registered) amount of bonds (KRW): 10,000,000,000
- Acquisition amount (KRW): 10,816,078,699
- Shareholders' equity (KRW): 220,089,807,034
- % of equity: 4.91
- Large enterprise: Applicable
4. Method of acquisition: Cash
5. Purpose of acquisition: Acquisition for business diversification
6. Scheduled acquisition date: 2022-07-31
7. Board resolution date: 2022-05-16
- Outside directors present: 1, absent: 0
- Auditor (non-outside-director audit committee member) attendance: Attended
8. Subject to KFTC reporting: Not applicable
9. Put option contract entered into: Yes (terms as described above, after amendment)
10. Other matters for investment judgment:
- Capital stock and total shares issued in item 2 are as of the filing date.
- Shareholders' equity in item 3 is based on the Company's 2021 year-end consolidated financial statements.
- Payment method: Cash KRW 10,816,078,699; sale agreement signed 2022-05-16; KRW 0 down payment at contract signing; KRW 10,816,078,699 balance at transaction closing (closing date: 2022-07-31 or as mutually agreed); funded from internal cash.
- Scheduled acquisition date is based on payment completion date; may change subject to negotiations with relevant authorities and mutual agreement among parties.
[Issuer's summary financial position] (Unit: KRW million)
- Current year (2021): Total assets 51,550 / Liabilities 15,489 / Equity 36,360 / Capital 39,433 / Sales 21,528 / Net income -6,990 / Unqualified opinion / Donghyun Accounting Firm
- Prior year: Total assets 49,397 / Liabilities 9,293 / Equity 40,104 / Capital 3,943 / Sales 26,297 / Net income -6,197 / Unqualified / Donghyun
- Two years prior: Total assets 58,348 / Liabilities 12,570 / Equity 45,778 / Capital 3,909 / Sales 59,947 / Net income 6,878 / Unqualified / Young & Jin
[Counterparty]
1. Personal details:
- Name: Meritz Hyundai Investment Partners New Technology Business Investment Association
- Nationality: Korea
- Address: Yeonji-dong, Jongno-gu, Seoul
- Business: New technology business investment
- Representative executives: Hyundai Investment Partners Co., Ltd. (1,000,000,000 shares, 4.00%); Meritz Securities Co., Ltd. (2,000,000,000 shares, 7.80%)
- 2021 financials (KRW million): Total assets 25,590 / Capital 25,650 / Liabilities 193 / Sales 0 / Equity 25,397 / Net loss -253 / Hangil Accounting / Not suspended / Unqualified / Not dissolved
2. Relationship with counterparty: None
3. Transactions over past 3 years (excluding ordinary): None
[Convertible bond terms]
- Coupon rate: 0%
- Yield to maturity: 2%
- Bond maturity date: 2027-06-07
- Conversion ratio: 100.00%
- Conversion price (KRW/share): 8,732
- Conversion price determination method: Per Article 5-22 of the Regulation on Issuance, Public Disclosure, etc. of Securities, the higher of: (1) arithmetic average of the 1-month, 1-week, and most recent date weighted average prices; (2) most recent date weighted average price; (3) weighted average price of the 3rd trading day prior to the subscription date (or payment date if no subscription date), with sub-won amounts rounded up to the won.
- Type of shares issuable upon conversion: Common stock
- Conversion request period: Start 2023-12-07; End [Translation truncated]
May 22, 2025
₩10,600
₩11,000
+3.77%
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