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LPL » Topics » CHAPTER II-2. BONDS

This excerpt taken from the LPL 20-F filed Jun 23, 2009.

CHAPTER II-2. BONDS

 

Article 15-2. (Issuance of Convertible Bonds)

 

  (1) The Company may issue convertible bonds to persons other than its shareholders by a resolution of the Board of Directors in any of the following cases, to the extent that the aggregate par value amount of the convertible bonds (plus any previously issued and outstanding convertible bonds) does not exceed one (1) trillion Won:

 

  1. Where the Company issues convertible bonds through a general public offering;

 

  2. Where the Company issues convertible bonds for the purpose of drawing foreign investment, when it deems necessary for its management;

 

  3. Where the Company issues convertible bonds to a domestic or overseas financial institution for an urgent need for funds; or

 

  4. Where the Company issues convertible bonds in foreign countries in accordance with Article 165-16 of the Capital Market Act.

 

  (2) The convertible bonds referred to in Paragraph (1) above may be issued by the Board of Directors with partial conversion rights under which the right of the bondholders to demand conversion may be limited to a certain percentage of the total amount of convertible bonds.

 

  (3) The classes of shares to be issued upon conversion shall be common shares. The conversion price shall not be lower than the par value of the Company’s shares as determined by the Board of Directors at the time of issuance of the relevant convertible bonds.

 

  (4) The period during which conversion may be requested shall be from the date one (1) month after the date of issuance of the relevant convertible bonds to the date one day prior to the redemption date of the bonds; provided, that the Board of Directors may, by its resolution, adjust the exercise period for convertible bonds within the above period.

 

  (5) With respect to the dividends on the shares to be issued upon conversion, Article 11 and Article 43-2, Paragraph (4) shall apply mutatis mutandis.

 

Article 15-3. (Issuance of Bonds with Warrants)

 

  (1) The Company may issue bonds with warrant to persons other than its shareholders by a resolution of the Board of Directors in any of the following cases, to the extent that the aggregate par value amount of the bonds with warrant (plus any previously issued and outstanding bonds with warrants) does not exceed one (1) trillion Won:

 

  1. Where the Company issues bonds with warrant through a general public offering;

 

  2. Where the Company issues bonds with warrant for the purpose of drawing foreign investment, when it deems necessary for its management;

 

  3. Where the Company issues bonds with warrant to a domestic or overseas financial institution for an urgent need for funds; or

 

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  4. Where the Company issues bonds with warrant in foreign countries in accordance with Article 165-16 of the Capital Market Act.

 

  (2) The aggregate price of new shares which may be subscribed for by the holders of warrants shall be determined by the Board of Directors, but shall not exceed the aggregate par value of the bonds with warrants.

 

  (3) The classes of shares to be issued upon exercise of warrant shall be common shares. The exercise price shall not be lower than the par value of the Company’s shares as determined by the Board of Directors at the time of issuance of the relevant bonds with warrant.

 

  (4) The period during which warrant may be exercised shall be from the date one (1) month after the date of issuance of the relevant bonds with warrant to the date one day prior to the redemption date of the bonds; provided, that the Board of Directors may, by its resolution, adjust the exercise period for bonds with warrant within the above period.

 

  (5) With respect to the dividends on the shares to be issued upon exercise of warrant, Article 11 and Article 43-2, Paragraph (4) shall apply mutatis mutandis.

 

Article 15-4. (Provisions Applicable to Bond Issuance)

Articles 13 and 14 shall apply mutatis mutandis to issuance of bonds.

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