뉴브리지, "제일은행 스톡옵션 적법절차 따른 것" (전문)

[edaily] ...뉴브리지가 제일은행의 스톡옵션에 대해 국내 뉴스커뮤니케이션(홍보대행사)를 통해 밝힌 내용 전문. Statement by Newbridge Capital Group For immediate release March 22, 2001 Summary Newbridge Capital Group (“Newbridge”) categorically rejected today any claim, indication or implication of violation of law, regulation or rules by Korea First Bank (“KFB”) in connection with the issuance of stock options and it maintains that any claim, indication or implication to the contrary is incorrect and wholly without basis in fact. Newbridge, KFB and its board of directors have operated in strict compliance with relevant laws, regulations and rules governing banks in Korea and in accordance with international best practices. The facts are clear: · The transaction agreements between Newbridge and the Korean Government provide for the issuance of stock options for up to 5% of outstanding shares at the time of the bank"s acquisition. · In March 2000, Korea First Bank"s board unanimously approved the grant of stock options to management in accordance with all Korean rules and regulations. In fact, KDIC and MOFE have 3 directors on KFB"s board. KFB made all required disclosures about these option grants. · On the same day as this board meeting, and without prior notice, the Korean Government amended its regulations to require that share prices of any listed company not traded on the Korea Stock Exchange be established in accordance with Financial Supervisory Commission (“FSC”) rules. · Over one year after such amendment, the FSC has not adopted pricing guidelines. · In February 2001, KFB board, in connection with granting new options, unanimously passed a resolution specifically providing that the exercise price will be the higher of the amount specified by the board or the amount determined pursuant to FSC rules. · In other words, the KFB board recognizes the civic responsibility of the FSC and has complied fully with its rules. · KFB has communicated with the Financial Supervisory Service (“FSS”) requesting the rules and methodology for calculating the exercise price of stock options. It looks forward to receiving this information. · Recruiting a strong management team and a reputable board are critical to the turnaround of KFB and management options are vital in attracting the best international talents. The granting of such stock options is also considered international best practice to properly incentivize management to grow KFB for the benefit of shareholders, including KDIC and MOFE, and the Korean public. For these reasons, Newbridge, KDIC and MOFE, all beneficiaries of increase in shareholder value, agreed to a management stock option plan as part of the transaction. Full Body of Statement There have been several recent reports in the press regarding the management stock option plan of KFB. Many of these reports contain incorrect and misleading information. Newbridge today emphasized that, since it has assumed control of KFB in January 2000, KFB and its board of directors have operated in complete and strict compliance with relevant laws, regulations and rules governing banks in Korea and in accordance with international best practices. Any claim, indication or implication to the contrary is incorrect and wholly without basis in fact. For the benefit of the public interest and record, set forth below is an accurate summary of the events surrounding the management stock option plan of KFB. In line with international best practices, Newbridge, KDIC and MOFE agreed, as part of the acquisition of KFB, to establish a management stock option program. As specifically provided for in the transaction agreements, KFB is entitled to grant up to 5% of shares outstanding as of the closing of Newbridge’s investment as an incentive to management. In connection with the transaction, KDIC itself also received warrants, which are essentially the same as stock options, exercisable for a 10-year period for common stock of KFB equal to 5% of the shares outstanding at the closing. The first option grants under the management stock option program were unanimously approved by the KFB board on March 15, 2000. The board included members appointed by KDIC and MOFE. Subsequently these grants were approved in a shareholders meeting. As stipulated by the Securities and Exchange Act requiring disclosure of all option grants of listed companies within one day of the relevant board resolution, KFB duly reported its actions to the FSS and the Korea Stock Exchange. No objections to, or inquiries about, these first option grants were received by KFB from KDIC or the FSC until February 2001 when the second option grants were approved by the KFB board. On March 15, 2000, the very same day as the KFB board meeting at which the first option grants were approved, the MOFE Regulation promulgated under the Securities and Exchange Act was amended. Given the timing, and the fact that it did not receive any advance notice of the proposed amendment, it was not possible for KFB to anticipate the promulgation of the new regulation. Under the amended Regulation, the exercise price of stock options for listed companies whose trading is suspended must not be less than the price determined by the FSC. Although the amendment established the general principle that pricing is to be based on the asset status, profitability and other factors of a company, despite the passage of a full year since the amendment, the FSC still has not issued detailed guidelines, such as the actual method for calculation of the exercise price. Nor has the FSC established any specific prices or detailed guidelines with regard to the pricing for the stock options issued by KFB. The second management option grants were approved by the KFB board in February 2001. In compliance with the amended MOFE Regulation of the Securities and Exchange Act, the exercise price of the options was set at the higher of a price specified in the board resolution or the amount determined pursuant to the FSC guidelines, when available. Due to the continued absence of detailed guidelines and any specified method of calculation, the board is not able to determine the exercise price established by the FSC regulations. KFB therefore believes it has acted responsibly in this matter to comply with the current regulations and intends to fully comply with the detailed guidelines once they are established. KFB has already consulted with the FSS on this matter and, since more than one year has already passed since the amendment of the MOFE Regulation, Newbridge hopes that the FSC will adopt the required detailed guidelines without further delay for the benefit of all banks in the same situation as KFB. Contact: Weijian Shan Managing Director, Newbridge Capital Group Member, Board of Directors, Korea First Bank Telephone: 852-2523-5000 Fax: 852-2530-9948