KRW 100B Hybrid Securities (BW) Issuance Approved as Equity
Original: 주요사항보고서(자본으로인정되는채무증권발행결정)
Summary
The company has resolved to issue KRW 100 billion in unregistered, coupon-bearing, unsecured, non-detachable private bonds with warrants (BW) qualifying as hybrid capital securities. Proceeds will fund facility investment (KRW 40B), operating capital (KRW 20B), and acquisition of other companies' securities (KRW 40B). The bonds carry a 0.0% coupon and 0.0% maturity yield with a 30-year maturity (June 8, 2056), but a step-up clause adds 3.0% compounded annually after year 3, with an additional 1.0% added each subsequent year. The issuer holds a call option exercisable from year 3 onward (and quarterly thereafter), as well as a separate call right tied to accounting standard changes; bondholders have no put option. Maturity can be extended at the issuer's discretion, supporting equity classification under K-IFRS.
Full Translation
Material Event Report (Decision to Issue Debt Securities Recognized as Equity)
Park Systems Corporation
Material Event Report / Exchange Disclosure 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: Vice President Cho Yeon-ok, Tel: 02-2660-6400
Decision to Issue Debt Securities Recognized as Equity
1. Type of Bond
Series: 2
Type: Unregistered, coupon-bearing, unsecured, non-detachable, privately placed Bonds with Warrants (Hybrid Capital Securities)
2. Total Face Value (Electronic Registration) (KRW): 100,000,000,000
2-1. Overseas Issuance: N/A
3. Purpose of Fund Raising:
- Facility funds: KRW 40,000,000,000
- Business acquisition funds: -
- Operating funds: KRW 20,000,000,000
- Debt repayment funds: -
- Funds to acquire securities of other companies: KRW 40,000,000,000
- Other funds: -
4. Interest Rate:
Coupon rate: 0.0%
Maturity yield: 0.0%
5. Maturity Date (Term): June 8, 2056 (30 years)
6. Interest Payment Method and Conditions:
Interest payment method: With a 0.0% coupon rate, there is no separate interest payment date.
Possibility of interest deferral and conditions: -
Cumulative deferred interest: -
Step-up and other interest rate adjustment conditions:
a. The coupon rate of these bonds shall be 0.0% per annum.
b. The coupon rate of these bonds is 0.0% per annum, and no coupon interest shall be paid.
c. The guaranteed yield to maturity shall be 0.0% (compounded annually). However, on the day after 3 years from the issuance date, 3.0% (compounded annually) shall be added to the guaranteed yield to maturity, and thereafter, 1.0% (compounded annually) shall be additionally added to the most recently adjusted guaranteed yield to maturity each year. The adjusted guaranteed yield shall apply retroactively from the issuance date (for clarification: if redeemed on the 3rd anniversary of issuance, the guaranteed yield is 0.0%; if redeemed at 3 years and 3 months, the guaranteed yield becomes 3.0% applied retroactively from issuance). In calculating the guaranteed yield, the issuance date is included and the maturity date is excluded. If the guaranteed yield is changed, the issuer must immediately give prior notice to the principal-and-interest payment agent and the Korea Securities Depository, and announce the change in the manner stipulated in the issuer's articles of incorporation.
7. Principal Repayment Method:
Maturity repayment: 100% of the electronically registered amount of the bonds held until maturity shall be repaid in a lump sum on the maturity date. If the repayment date is not a business day (a non-holiday on which banks in Seoul conduct ordinary business, excluding days when only some banks or branches operate), repayment shall be made on the following business day, with no interest calculated after the maturity date.
Early Redemption Timing, Conditions, and Method:
Bondholders have no put option.
a. The issuer may redeem all or part of the principal on the 3rd anniversary of the issuance date and every 3 months thereafter. The issuer must notify bondholders of the early redemption details at least 30 days before the early redemption date.
b. Separately from item a, if due to changes in K-IFRS or relevant laws, systems, regulatory bodies, or accounting firms' guidelines/interpretations ("Accounting Standards Change") the bonds cannot be recognized as equity, 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 redeem all (not a portion only) of the bonds after notifying early redemption.
c. Upon notification under items a or b, the issuer must notify the principal-and-interest payment 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 even after notice, bondholders may exercise warrants until redemption is complete.
e. Upon principal repayment on the early redemption date, the issuer must add an amount calculated at the guaranteed yield from issuance to the early redemption date (excluding any previously paid coupon interest). If the early redemption date is not a business day, repayment is made on the following business day, with no interest calculated thereafter.
f. If a bondholder exercises warrants between the issuer's early redemption notice date and the early redemption date, the warrant exercise takes priority over the issuer's early redemption right.
Maturity Extension Conditions and Method:
At the issuer's option, by giving prior notice to the principal-and-interest payment agent and Korea Securities Depository at least 5 business days before the maturity date and announcing in accordance with the issuer's articles of incorporation, the issuer may continuously extend the maturity under the same issuance conditions. During such extensions, bondholders may not set off the bonds against the issuer's claims against the bondholders.
8. Issuance Method: Private Placement
9. Debt Restructuring Matters: N/A
9-1. Option Matters:
[Issuer's Early Redemption Right]
(Same as above items a–f.)
[Call Option (Right to Demand Sale)]
'The issuer and parties designated by the issuer' (hereinafter "Buyer") may, every 3 months from the 1st anniversary of issuance (June 8, 2027) to the 3rd anniversary (June 8, 2029) — that is, the last call option exercise being on...
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