[Disclosure] Hanwha Aerospace (012450) – Decision on Corporate Division (Equity Demerger into Defense Continuing Corp and Security/Semiconductor Equipment New Corp ‘Hanwha Industrial Solutions’, Ratio 0.90 : 0.10)

Source Fact: Financial Supervisory Service DART / 2024-04-05

Disclosure Type: Material Facts Report (Decision on Corporate Division)

💡 3-Second Summary

Hanwha Aerospace’s board has resolved to execute a simple spin-off (equity demerger), separating into a continuing entity focused on aerospace/defense and a newly established entity named ‘Hanwha Industrial Solutions Co., Ltd. (tentative)’ managing security and semiconductor equipment businesses. The division ratio is 0.9002797 (continuing) to 0.0997203 (new).

📊 1. [Key Disclosure Content & Key Figures Summary]

• Target Company: Hanwha Aerospace Co., Ltd. (Stock Code: 012450)
• Demerger Method: Simple equity demerger under Commercial Code Articles 530-2 through 530-11 (Proportional share allocation to existing shareholders)
• Corporate Structure After Division:
  • Continuing Company: Hanwha Aerospace Co., Ltd. (Maintains listing)
    • Retained Businesses: Aircraft gas turbine engines/components, self-propelled howitzers, armored vehicles, space launch vehicles, satellite systems manufacturing/sales, and IT-enabled services (Defense-focused)
  • Newly Established Company: Hanwha Industrial Solutions Co., Ltd. (tentative name) (To apply for re-listing)
    • Demerged Businesses: Management of equity in investee companies and new investments in security, chip mounters, and semiconductor equipment sectors
• Division Ratio (Based on net asset book value as of Dec 31, 2023):
  • Continuing Company: 0.9002797 (approx. 90.03%)
  • Newly Established Company: 0.0997203 (approx. 9.97%)
• Financial Overview (As of Dec 31, 2023 / Unit: KRW):
  • Continuing Company (Hanwha Aerospace): Total Assets KRW 13,847,241,795,947 / Total Liabilities KRW 11,016,505,633,932 / Total Equity KRW 2,830,736,162,015 / Capital KRW 240,405,805,000 / Revenue KRW 4,978,992,849,820
  • New Company (Hanwha Industrial Solutions): Total Assets KRW 313,810,504,539 / Total Liabilities KRW 42,414,850 / Total Equity KRW 313,768,089,689 / Capital KRW 25,244,195,000
• New Share Allocation & Stock Split Terms:
  • Allocation Ratio: 0.997203 common shares of the new company per 1 common share of Hanwha Aerospace (Par value of new company set at KRW 500 per share to expand tradable liquidity)
  • Fractional shares below 1 share to be paid in cash based on closing price on re-listing date
• Major Timeline:
  • Board Resolution Date: April 05, 2024
  • Record Date for Shareholders: June 28, 2024
  • General Meeting of Shareholders (EGM): August 14, 2024
  • Expected Trading Suspension Period: August 29, 2024 – September 26, 2024
  • Record Date for New Share Allocation: August 30, 2024
  • Demerger Date: September 01, 2024
  • Expected Listing Date (Modification Listing / Re-listing): September 27, 2024
• Subsequent Restructuring Plan: The new company plans to merge with its subsidiary, Hanwha Vision Co., Ltd., following the completion of the spin-off and re-listing procedures.
• Other Notes: No appraisal rights (stock purchase demand rights) apply due to simple equity demerger structure with re-listing / Joint liability for pre-division debts shared between entities.

📈 2. [Expert Insight: What This Disclosure Means for Investors]

This filing serves as an official report announcing Hanwha Aerospace’s board approval for an equity demerger (spin-off) separating its core operating divisions on a 90:10 net asset book value basis.

Under the plan, Hanwha Aerospace remains focused on aerospace, defense, and space systems, while the newly formed Hanwha Industrial Solutions (tentative) will oversee security (Hanwha Vision) and semiconductor equipment operations. Following re-listing, the new entity plans to merge with subsidiary Hanwha Vision. Because this is a simple spin-off with a re-listing plan, statutory appraisal rights are not triggered. Existing shareholders will receive new shares in proportion to their holdings. Market participants should note the upcoming shareholder vote on August 14, 2024, the trading halt scheduled from August 29 to September 26, and the target listing date of September 27, 2024.

📝 Editor’s Comment (by K-STOCK Editor)

Hanwha Aerospace has officially disclosed its corporate equity demerger plan, splitting into a defense-focused continuing company (90.03%) and Hanwha Industrial Solutions (9.97%), which will manage security and semiconductor equipment assets.

From an analytical standpoint, key items to track include the EGM vote on August 14, 2024, and the trading suspension period spanning August 29 through September 26, 2024. Furthermore, investors should monitor post-listing corporate milestones, such as the planned merger between the new entity and Hanwha Vision as outlined in the filing.

📢 Disclaimer & Source Notice

Source: This content was newly structured and created based on official data submitted to the Financial Supervisory Service’s DART system.

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