Financial Supervisory Service reflects the real value of assets when calculating the merger ratio

Revision of the enforcement regulations on the issuance and disclosure of securities
Clarify the effect of conversion rights and rationalize the method of valuation of investment stocks

[이지경제=양지훈 기자] In the future, if there is a high possibility of exercising conversion rights in relation to the calculation of the asset value for calculating the merger ratio, the conversion effect should be considered and reflected in the net assets and the total number of issued shares.

The Financial Supervisory Service announced on the 5th that it will revise and implement the’Enforcement Regulations on Issuance and Disclosure of Securities, etc.’

This amendment will be applied from the first major matters report submitted after the 12th.

In the future, if there is a high possibility of exercising conversion rights in relation to the calculation of the asset value for calculating the merger ratio, the conversion effect should be considered and reflected in the net assets and the total number of issued shares.  Financial Supervisory Service.  Photo = Reporter Jihoon Yang
In the future, if there is a high possibility of exercising conversion rights in relation to the calculation of the asset value for calculating the merger ratio, the conversion effect should be considered and reflected in the net assets and the total number of issued shares. Financial Supervisory Service. Photo = Reporter Jihoon Yang

According to the amendment, details on the effect of the conversion right must be specified.

If there is a high possibility of exercising the rights of securities that can increase capital stock in the future, such as convertible bonds, the conversion is assumed to be reflected in the net assets and the total number of issued stocks.

The method of valuation of investment stocks is also rationalized.

Investment stocks that are not marketable are improved to reflect the increase when the net asset value is higher than the acquisition cost. However, it was decided not to allow the increase of impaired non-marketable investment stocks without a separate impairment reversal review due to concerns about overvaluation of the asset value.

Marketable investment stocks were evaluated at the market price of the analysis base date. It was pointed out that the value was not properly reflected depending on the valuation method or timing because detailed regulations for evaluating marketable stocks were not in place.

The timing of the addition of treasury stocks was changed to the end of the last fiscal year, which coincided with the time of net asset valuation. Unlike net assets, treasury stocks are added as of the analysis base date, and this is a measure based on pointing out that the value of assets may be overvalued as much as treasury stocks acquired in the current year of the merger.

An official from the Financial Supervisory Service said, “The relevant regulations will be reorganized so that the asset value used in the process of calculating the merger ratio can properly reflect the real value of the merged company.” It was expected that the market confidence in Korea would be improved.”

Reporter Yang Ji-hoon [email protected]

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