Doosan Fuel Cell announced in a regulatory filing on the 13th that it has decided to issue perpetual convertible bonds (CBs) and perpetual bonds with warrants (BWs) totaling 400 billion won. The company's board of directors convened that day and respectively approved the issuance of ▲the first unregistered, certificate-attached, unsecured private perpetual convertible bonds (CBs) worth 300 billion won and ▲the first unregistered, certificate-attached, unsecured, non-detachable private perpetual bonds with warrants (BWs) worth 100 billion won.

Use of Funds

The 300 billion won raised through the convertible bond (CB) issuance will be used as operating capital. The 100 billion won secured through the bonds with warrants (BW) issuance will be allocated to debt repayment.

Issuance and Maturity Schedule

For both bonds, the subscription date and payment date are November 12, 2026, and the maturity date is November 12, 2056.

Interest Rate Structure

The initial coupon rate is 0.0% per annum, with a yield to maturity of 2.0% per annum. Starting on November 12, 2029, three years after the issuance date, an additional 5 percentage points per annum will be added to both the coupon rate and the yield to maturity. From November 12, 2030, onward, an additional 1 percentage point per annum will be added each year.

Convertible Bond (CB) Terms

The conversion price is 43,704 won per share, and the shares to be issued upon conversion are 6,864,360 registered common shares of Doosan Fuel Cell. This accounts for 7.74% of the total shares outstanding according to the filing. The conversion request period runs from November 12, 2027, to October 12, 2056.

Bonds with Warrants (BW) Terms

The exercise price of the bonds with warrants is also 43,704 won per share. The shares to be issued upon exercise of the warrants are 2,288,120 common shares, accounting for 2.72% of total shares outstanding. The exercise period is the same as the convertible bonds, from November 12, 2027, to October 12, 2056. The warrants are not detachable from the bonds, and the method of payment for new shares is substitute payment.

Redemption, Maturity Extension, and Interest Payment Conditions

Neither bond grants early redemption request rights (put options) to bondholders. However, the issuing company may redeem the bonds in full early on the initial interest rate adjustment date and each subsequent interest payment date, subject to specified conditions.

The company may also extend the maturity in 30-year increments by providing prior notice up to one month before the maturity date.

In addition, the issuing company may suspend interest payments until the next interest payment date under specified conditions, with no limit on the number of suspensions. The obligation to pay suspended interest does not lapse, and additional interest accrues for the suspension period.

For both bonds, no adjustment of the conversion price or warrant exercise price will be applied in the event of a decline in the stock price.