[Edaily Reporter Kim Hyung-il ] Bonne Co., Ltd., a cosmetics company, has set out to normalize its management following the establishment of a new major shareholder structure, but the related schedule is being delayed due to a legal dispute with minority shareholders. This is because the listing of new shares from a third-party private placement has already been postponed once due to a petition for a preliminary injunction, and related lawsuits are continuing.

According to the Financial Supervisory Service’s electronic disclosure system on the 6th, Bonne Co., Ltd. disclosed that on the 1st, shareholder Yoon Sang-yu filed a lawsuit with the Seoul Central District Court seeking to invalidate the issuance of new shares. Mr. Yoon is seeking to invalidate the 699,473 common shares issued by Bonne Co., Ltd. on July 31 pursuant to a board resolution. The issue price for these new shares was 3,150 won per share, for a total issuance amount of 2.20334 billion won.

The listing schedule for the new shares was also delayed due to the lawsuit. The original listing date was set for the 26th of last month, but it was postponed once to September 28 after Mr. Yoon filed for a preliminary injunction seeking, among other things, a ban on the issuance of the new shares. Subsequently, on the 31st of last month, the Seoul Central District Court dismissed the primary motion and rejected all subsidiary motions, bringing the listing date forward again to the 14th of this month. Payment for the rights offering was completed on the 14th of last month, and the issuance and registration of the new shares have also been finalized.

From Bonne Co., Ltd.’s perspective, the legal proceedings have delayed the listing schedule for the new shares following the capital raise, at a time when securing operating funds was urgent. Bonne Co., Ltd. explained that it pursued the rights offering to secure funds necessary for operations, such as product costs and salaries, and that a certain level of liquidity was required because it takes about three months for funds from overseas sales to actually be received. The company also noted that it is incurring additional costs related to legal defense in responding to the application for a preliminary injunction, the immediate appeal, and the lawsuit seeking to invalidate the new share issuance.

With the listing of the new shares delayed, there are concerns that other shareholders may also face burdens resulting from the delay in these procedures. As of the end of March this year, Bonne Co., Ltd. had 10,288 small shareholders, accounting for 99.92% of all shareholders. The shares they hold total 22,377,125, representing 53.33% of all issued shares.

This fundraising effort is part of a management normalization initiative being pursued alongside a change in the largest shareholder. On July 31, Bonne Co., Ltd. entered into a share transfer agreement to transfer 3,162,940 shares held by the previous largest shareholder and related parties to former Ourhome Chairman Koo Mi-hyun. Former Chairman Koo is set to become Bonne Co., Ltd.’s largest shareholder with a 37.7% stake, and the payment of the balance, along with the transfer of shares and management control, is scheduled to take place on the 10th.

In addition to the change in its largest shareholder, Bonne Co., Ltd. has also moved to secure funding. Following a third-party private placement worth 2.2 billion won, the company issued its 5th and 6th series of convertible bonds (CBs) totaling 20 billion won. The proceeds from the private placement were paid on the 14th of last month, and the 5th and 6th series of CBs, each worth 10 billion won, were issued on the 28th of last month.

The company plans to prioritize investing the secured funds into strengthening the competitiveness of its existing cosmetics brands. Rather than launching new brands, Bonne Co., Ltd. intends to strengthen its marketing efforts centered on “Touchinsol,” which is currently available at Olive Young. A Bonne Co., Ltd. official stated, “Since sales for cosmetics brands can vary depending on the scale of marketing, investment to raise brand awareness is crucial,” adding, “We plan to focus on solidifying Touchinsol’s position at Olive Young going forward.”