KRW 100B Bond with Warrants (Hybrid Capital Securities) Issuance Decision
Original: 주요사항보고서(신주인수권부사채권발행결정)
Summary
The company decided to issue KRW 100 billion of private, non-guaranteed, non-separable bonds with warrants, structured as hybrid capital securities (perpetual-style) with a 30-year maturity (June 8, 2056) and 0.0% coupon. Proceeds will fund facilities (KRW 40B), working capital (KRW 20B), and acquisition of other corporations' securities (KRW 40B). The warrant exercise price is KRW 267,747 per share at 100% of the base price, potentially issuing up to 373,486 new common shares — 5.34% of outstanding stock. The issuer holds an early redemption right starting 3 years after issuance, and notably the exercise price will NOT be adjusted downward for share price declines (no refixing).
Full Translation
Material Disclosure Report (Decision on Issuance of Bonds with Warrants)
Park Systems Corporation
Material Disclosure Report / Exchange Reporting Obligation
To: Financial Services Commission / Korea Exchange
Date: May 21, 2026
Company Name: Park Systems Corporation
CEO: Park Sang-il
Head Office: 150, Gwacheon-daero 12-gil, Gwacheon-si, Gyeonggi-do
Tel: 02-2660-6400
Website: https://www.parksystems.com
Responsible Officer: Cho Yeon-ok, Vice President, Tel: 02-2660-6400
Decision on Issuance of Bonds with Warrants
1. Type of Bond
- Tranche: 2nd
- Type: Bearer, coupon-bearing, unguaranteed, non-separable, privately placed bonds with warrants (Hybrid Capital Securities)
2. Face (Electronically Registered) Total Amount (KRW): 100,000,000,000
2-1. Remaining issuance capacity under Articles of Incorporation (KRW): 0
2-2. (Overseas issuance): N/A
3. Purpose of Fund Raising
- Facility funds (KRW): 40,000,000,000
- Business acquisition funds: -
- Working capital (KRW): 20,000,000,000
- Debt repayment: -
- Acquisition of other corporations' securities (KRW): 40,000,000,000
- Other: -
4. Bond Interest Rate
- Coupon rate: 0.0%
- Maturity yield rate: 0.0%
5. Bond Maturity Date: June 8, 2056
6. Interest Payment Method: As the coupon rate is 0.0%, there is no separate interest payment date.
7. Principal Repayment Method: For bonds held until maturity, 100% of the electronically registered amount shall be repaid in a lump sum on the maturity date. If the repayment date is not a business day (a non-holiday day when banks in Seoul conduct regular operations), repayment shall be made on the next business day, with no interest calculated after the maturity date.
8. Bond Issuance Method: Private placement
9. Matters Regarding Warrants
- Exercise ratio: 100.0%
- Exercise price (KRW/share): 267,747
- Exercise price determination method: Based on the day before the board resolution date for this bond issuance, the base price is the higher of (i) the arithmetic mean of the 1-month weighted average price, 1-week weighted average price, and most recent day's weighted average price, and (ii) the most recent day's weighted average price; the exercise price is set at 100% of this base price.
- Separability of bond and warrant: Non-separable
- New share payment method: Substitute payment (cashless via bond surrender)
- Shares to be issued upon warrant exercise:
- Type: Park Systems Corporation common stock
- Number of shares: 373,486
- Ratio to total shares outstanding: 5.34%
- Exercise period: From June 8, 2027 to May 8, 2056
Exercise Price Adjustment Provisions:
a. From the day after the bond issuance date until before warrant exercise, if the issuer issues new shares at an issuance price below the prevailing exercise price (the "Base Price") through paid-in capital increase, stock dividends, or capitalization of reserves, or issues equity-linked bonds with an initial conversion/exercise price below the Base Price, the exercise price shall be adjusted as follows. However, in the case of a combined paid-in/bonus issuance where the paid-in issuance price per share exceeds the Base Price, no adjustment shall apply to the paid-in shares; only the bonus shares shall trigger adjustment. The adjustment date shall be the new share issuance date for paid-in/dividend/capitalization cases, and the bond issuance date for equity-linked bond cases.
Formula: Adjusted Exercise Price = Previous Exercise Price × [{A + (B × C / D)} / (A + B)]
A: Existing issued shares
B: Newly issued shares
C: Issuance price per share
D: Market price
b. Specifications under item (a):
(1) Existing shares = total issued shares as of the day before the adjustment trigger.
(2) New shares = shares to be issued due to the trigger; for CB/BW, calculated as shares issuable if all bonds are fully converted/exercised at the initial exercise price.
(3) Issuance price per share = zero for stock dividends and bonus issues; for CB/BW, the initial conversion/exercise price.
c. For mergers, capital reduction, stock splits/consolidations, or par-value changes, the exercise price shall be adjusted to a price that would yield the bondholder (or warrant holder) the same number of shares they would have held had the warrants been fully exercised immediately before such corporate action. The adjustment date is the record date of such action or the effective date of other reasons. If the issuer fails to make such adjustment and the underwriter suffers damages, the issuer shall compensate. The issuer also undertakes not to act in ways adverse to underwriter rights via mergers, splits, or business transfers, and to maintain its listing.
d. In events that increase share value such as capital reduction or stock consolidation, the exercise price shall be adjusted upward by the corresponding adjustment ratio. However, if the calculated price (under Securities Issuance & Public Disclosure Regulations Articles 5-24 and 5-22(1), excluding item 3) as of the day before the shareholder resolution date for the reduction/consolidation is below par value, and the exercise price has already been adjusted to par value before that base date (excluding cases where adjustment below par is permitted), then the adjusted exercise price shall be set at or above the calculated price adjusted upward by the reduction/consolidation ratio.
e. Fractions below KRW 1 in adjusted exercise prices shall be rounded up; if the adjusted exercise price falls below the common stock par value, the par value shall apply.
f. If multiple adjustment triggers occur, adjustments shall be applied cumulatively and sequentially for each event.
g. Notwithstanding any decline in the market price of the shares to be issued upon warrant exercise, the exercise price shall NOT be adjusted (no refixing).
Exercise Price Adjustment due to Share Price Decline:
- Minimum adjusted price (KRW): -
- Basis for minimum: -
- Remaining issuance capacity adjustable below 70% of original exercise price (KRW): -
9-1. Option Provisions
[Issuer's Early Redemption Right (Call Option)]
a. The issuer may early-redeem all or part of the bond principal on the date 3 years after issuance and every 3 months thereafter. The issuer must notify bondholders of the early redemption details at least 30 days prior to the early redemption date.
b. Separately from (a), if K-IFRS changes or amendments to laws/systems/regulator or accounting firm guidelines or interpretations ("Accounting Standard Changes") cause the bonds to no longer qualify as equity for accounting purposes, and the issuer submits an external auditor's opinion or audit/review report reflecting this to bondholders along with an early redemption notice, the issuer may early-redeem the entire bond (partial redemption not permitted).
c. Upon notifying bondholders of early redemption under (a) or (b), the issuer must notify the principal/interest paying agent and Korea Securities Depository at least 5 business days before the early redemption date.
d. The issuer's early redemption notice is irrevocable, but bondholders may still exercise warrants until redemption is completed.
e. [The issuer...]
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