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
| 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
| 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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