EX-99.5 6 d38556dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

[Reference translation – in case of any discrepancy, the original Korean version shall prevail.]

Mandatory Disclosure to the Korea Exchange

Provision of Debt Guarantee to a Third Party

 

1. Debtor

 

 

NAVER J. Hub Corporation (“NAVER J. Hub”)

 

- Relationship with NAVER Corporation (the “Company”)

 

 

Affiliate

2. Creditor

 

 

SMBC, Mizuho Bank

 

3. Amount of Debt (Loan) (Won)

 

 

2,247,940,000,000

 

4. Details of

Debt

Guarantee

 

Amount of Debt Guarantee (Won)

 

 

2,247,940,000,000

 

Equity (Won)

 

 

6,503,926,068,580

 

 

Amount of Debt Guarantee/Equity Ratio (%)

 

  34.56
 

Large-Scale Company

 

 

Yes

 

Period of Debt

Guarantee

 

 

Start Date                

 

 

September 16, 2020

 

 

End Date

 

 

-

 

5. Total Balance of Debt Guarantee (Won)

 

  2,304,119,000,000

6. Date of Board Resolution

 

 

August 3, 2020

 

- Attendance

of Outside

Directors

 

 

Present

  4
 

Absent

 

 

0

 

- Attendance of Auditors (Audit Committee Members who are not Outside Directors)

 

 

-

7. Other Important Matters Related to an Investment Decision

 

- This disclosure relates to the business integration between LINE Corporation (“LINE”), a Japanese subsidiary of the Company, and Z Holdings Corporation, a Japanese company and a consolidated subsidiary of SoftBank Corp., a Japanese company.

 

- This disclosure relates to the Company’s decision to provide payment guarantees in connection with the borrowing of funds by NAVER J. Hub, a Japanese subsidiary of the Company, for financing its tender offer for LINE shares. Based on such payment guarantees, NAVER J. Hub will secure the funds for the tender offer from financial institutions upon final agreement of the terms and conditions of the loans.

 

- NAVER J. Hub was incorporated in July 2018 as a wholly owned subsidiary of the Company, and it engages in investment in businesses.

 

- “Amount of Debt (Loan)” in Item 3 above and “Amount of Debt Guarantee” in Item 4 above were determined based on an exchange rate of 1,123.97 Won = 100 Japanese yen, the selling exchange rate as of August 3, 2020 announced by Seoul Money Brokerage Services. The amount of debt guarantee is subject to change based on the results of the tender offer and discussions with the financial institutions.

 

- In connection with the end date of the “Period of Debt Guarantee” in Item 4 above, the loans to which this payment guarantee relates consist of 1-year term loans, 3-year term loans and 5-year term loans.

 

- “Total Balance of Debt Guarantee ” in Item 5 above is the total amount of debt guarantee provided by the Company to NAVER J. Hub, including the debt guarantee to which this disclosure relates, as of the date of the Company’s board resolution.

 


[Summary Financial Information of Debtor] (Unit: million Won)

 

Year  

Total

Assets

  Total
Liabilities
 

Total
Shareholders’
Equity

 

 

Share

Capital

  Revenues  

Profit for

the Year

2019

 

 

87,727 

 

 

3,528 

 

 

84,199 

 

 

693 

 

 

181 

 

 

-3,582

 

2018

 

 

83,592 

 

 

15 

 

 

83,577 

 

 

693 

 

 

60 

 

 

-218

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

-

 

[Balance of Debt Guarantee by Debtor]

 

Debtor    Relationship    Balance of Debt
Guarantee (Won)
    

Period of
Debt
Guarantee

 

     Notes  

NAVER J. Hub Corporation

 

   Affiliate

 

    

 

2,304,119,000,000

 

 

 

    

 

-

 

 

 

    

 

-

 

 

 

  *

“Period of Debt Guarantee” information is omitted because there are multiple debt guarantees provided by the Company to the same debtor.

 

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