The conclusion of the international arbitration ruling regarding the 'put option (the right to sell shares at a specific price) dispute' between Kyobo Life Insurance and the financial investor (FI) Affinity Consortium has put pressure on Chairman Shin. Even if the situation goes in Chairman Shin's favor, at least 1.2 trillion won will be needed.
According to insurance industry sources on the 20th, the International Chamber of Commerce (ICC) ordered Chairman Shin to appoint an appraiser to determine the value of the put option and to pay daily indirect coercive fines for any violations. This marks the first step in resolving the long-standing put option exercise dispute with Affinity that has lasted over eight years.
Previously, Affinity purchased a 24% stake (4.92 million shares) in Kyobo Life Insurance for 1.2054 trillion won (245,000 won per share) in September 2012. The contract included a provision stating that if Kyobo Life Insurance's initial public offering (IPO) failed by September 2015, 'Affinity may exercise the put option for the greater of the fair market value (FMV) of the shares and the purchase price.'
When Kyobo Life Insurance's IPO fell through, Affinity appointed Deloitte Anjin as the evaluation agency, setting the per-share value at 410,000 won and exercising the put option. However, when Chairman Shin rejected this, Affinity filed its first arbitration request with the ICC in March 2019. If the per-share value is indeed 410,000 won as claimed by Affinity, the put option price could amount to 2 trillion won, generating over 800 billion won in revenue.
On the other hand, Chairman Shin's side believes the per-share value is less than 200,000 won. The argument stems from the fact that the purchase price of 2% of its own shares from Goldman Sachs and others was 198,000 won per share last August. Chairman Shin's side claims that the evaluation agency inflated the value of Kyobo Life Insurance in favor of Affinity, and prosecutors have indicted five officials from Deloitte Anjin for violations of the Certified Public Accountant Act, but all were acquitted in the first, second, and third trials.
According to the ICC ruling, Chairman Shin must propose a price for the put option within a month. If the difference between the price claimed by Chairman Shin and the one proposed by Affinity exceeds 10%, a third evaluation agency must be selected. If Affinity proposes three agencies and Chairman Shin chooses one, that agency will be responsible for the final valuation.
Even if the per-share value is determined to be less than 200,000 won as Chairman Shin hopes, Affinity retains the right to exercise the put option at the 'large amount' of 245,000 won per share (the purchase price) as stipulated in the contract. Even in the most favorable scenario, Chairman Shin will need 1.2 trillion won. If the worst-case scenario sets the per-share value above 300,000 won, more than 1.5 trillion won will have to be raised.
Chairman Shin is considering a lawsuit to annul the arbitration. If he loses, he will need to find new investors or secure loans using his 36.7% equity in Kyobo Life Insurance as collateral. However, there are forecasts that it will not be easy to find investors willing to accept a put option at 245,000 won when the per-share value is claimed to be less than 200,000 won. An insurance industry official noted, 'Kyobo Life Insurance's credit rating is strong, so there should not be significant issues in raising funds.'
Kyobo Life Insurance maintains that there are no issues regarding Chairman Shin's management rights or governance structure. A Kyobo Life Insurance official stated, 'There will be no impact on the governance structure of Kyobo Life Insurance,' and added, 'We will do our utmost to normalize any harm to shareholder and corporate value caused during the dispute process.'