0001193125-14-015123.txt : 20140121 0001193125-14-015123.hdr.sgml : 20140120 20140121061233 ACCESSION NUMBER: 0001193125-14-015123 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140121 FILED AS OF DATE: 20140121 DATE AS OF CHANGE: 20140121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KT CORP CENTRAL INDEX KEY: 0000892450 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14926 FILM NUMBER: 14536577 BUSINESS ADDRESS: STREET 1: 206 JUNG TA DONG BUNN DONG GU CITY: SUNGNAM CITY KOREA STATE: M5 ZIP: 463711 BUSINESS PHONE: 82317270932 MAIL ADDRESS: STREET 1: 206 JUNG JA DONG BUNN DONG GU CITY: SUNGNAM CITY KOREA STATE: M5 ZIP: 463711 FORMER COMPANY: FORMER CONFORMED NAME: KOREA TELECOM CORP DATE OF NAME CHANGE: 19971006 FORMER COMPANY: FORMER CONFORMED NAME: KOREA TELECOM DATE OF NAME CHANGE: 19950130 6-K 1 d661027d6k.htm FORM 6-K Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2014

Commission File Number 1-14926

 

 

KT Corporation

(Translation of registrant’s name into English)

 

 

1692-1 Seocho-dong

Seocho-gu, Seoul

137-882

Korea

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: January 21, 2014
KT Corporation
By:  

/s/ Youngwoo Kim

Name:   Youngwoo Kim
Title:   Vice President
By:  

/s/ Tony Yongrae Jung

Name:   Tony Yongrae Jung
Title:   Team Leader


Correction Disclosure (KT Corporation)

Date of Correction: January 21, 2014

 

1. Disclosure in reference to the correction   Decision for Merger
2. Date of Disclosure filing in reference to the correction   August 9, 2013
3. Reason for correction   Changes in internal schedules
4. Matters to be corrected:  
   Items to be corrected   Before Correction   After Correction
  

8. Schedule of Merger

 

Duration of submitting objection by creditors : Start date

  2013/10/28   2014/01/28
  

8. Schedule of Merger

 

Duration of submitting objection by creditors : Close date

  2013/11/28   2014/02/28
  

13. Additional Information to Consider in Making an Investment Decision

 

F. Other Schedules of Merger

 

•  Date of resolution by the Board of Directors in lieu of a general shareholders’ meeting :

  2013/10/27   2014/01/27
  

13. Additional Information to Consider in Making an Investment Decision

 

F. Other Schedules of Merger

 

•  Duration of notification of submitting objections by creditors :

  2013/10/28 ~ 2013/11/28   2014/01/28 ~ 2014/02/28


Decision for Merger

 

1. Method of Merger   KT Capital Co. to split off its investment business to be merged into KT Corporation (Small-Scale Merger)
2. Purpose of Merger   To enhance corporate value through strengthening corporate governance and management efficiency
3. Merger Ratio   KT Corporation: Investment Business Division of KT Capital Co. = 1:0.3714520
4. Basis for Merger Ratio Calculation  

A.

  The basis stock price of KT Corporation, the Surviving company, pursuant to Article 176-5 of “The Enforcement Decree of the Financial Investment Services and Capital Market Act” is the lowest stock price among weighted average price of past 1-month trading volume, weighted average price of past 1-week trading volume and the most recent stock price prior to, (a) the date of Board of Directors’ resolution for the merger, or (b) the contract date of the merger, whichever is earlier. If such stock price is lower than the asset value according to Article 5 of “The Detailed Enforcement Regulations of the Provisions on Stock Issuance and Disclosures”, then higher price between the stock price and asset value is used for calculation.
 

 

B.

 

 

The value of the investment business division of KT Capital has been prepared pursuant to Article 165-4 of “Financial Investment Services and Capital Market Act”, and Article 176-5 of the “The Enforcement Decree of the Financial Investment Services and Capital Market Act” and Article 5-13 of “Regulations on Stock Issuance and Disclosure” and Article 4 & 8 of the “The Detailed Enforcement Regulations of the Provisions on Stock Issuance and Disclosures”. The value and the ratio of the merger have also been reviewed by KPMG, independent outside valuators, for their reasonableness.

5. Specification and the Number new shares   Common shares   —  
 

 

Other shares

 

 

—  

6. Company to be merged    Name of the Company  

 

Investment Business Division of KT Capital Co.

  

 

Main Business

 

 

Investment Business

  

 

Relationship with the Merging Company

 

 

Subsidiary

  

 

Financial performance of the most recent business year (KRW million)

 

 

Total assets

 

Total liabilities

 

Total stockholders’ equity

 

 

554,677

 

413,810

 

140,867

  

 

Capital stock

 

Revenue

 

Net income

 

 

80,954

 

—  

 

—  

           
           


7. Newly Established Merged Company   

 

Name of the Company

 

 

—  

   Financial Details at the time of Establishment (KRW million)  

 

Total assets

 

 

—  

  

 

Total liabilities

 

 

—  

    

 

Total stockholders’ equity

 

 

—  

  

 

Capital stock

 

 

—  

         
   Financial performance of the new business division (KRW million)  

 

—  

  

 

Main Business

 

 

—  

  

 

Application for re-listing

 

 

NA

8. Schedule of Merger   

 

Date of Shareholders’ Meeting

 

 

—  

  

 

Duration of submitting old shares

 

 

Start Date

 

 

—  

    

 

Close Date

 

 

—  

  

 

Duration of registry closure

 

 

Start Date

 

 

—  

    

 

Close Date

 

 

—  

  

 

Duration of submitting objection by creditors

 

 

Start Date

 

 

2014/01/28

    

 

Close Date

 

 

2014/02/28

  

 

Date of Merger

 

 

2014/03/01

  

 

Date of Merger Registration

 

 

2014/03/11

  

 

Date of transfer of new shares

 

 

—  

  

 

Date of listing of new shares

 

 

—  

9. Criteria of Back Door Listing   NA
10. Criteria of Back Door Listing of Other Companies   NA


11. Details of Appraisal Right    As KT Corporation will execute this merger as a Small-Scale Merger, pursuant to Article 527-3 of the Korean Commercial Act, the appraisal rights of shareholders who dissent the merger will not be recognized. For KT Capital Co., the merger qualifies as a Simplified Merger by the consent of all of its shareholders pursuant to Article 527-2 of the Korean Commercial Act; and as such, the dissenting shareholders’ appraisal rights are not recognized
12. Date of Resolution by Board of Directors    2013/08/08

•       Attendance of Outside Directors

   Present       6
  

 

Absent

     

 

—  

•       Attendance of Auditors (Auditors who are not Outside Directors)

   Present
13. Additional Information to Consider in Making an Investment Decision   

 

A.

  

 

As KT Corporation, the Surviving Company, will execute this Small-Scale Merger pursuant to Article 527-3 of the Korean Commercial Act, the approval of the general shareholders’ meeting of the company will be replaced by the approval of the board of directors. However, according to Clause 4 of Article 527-3 of the Korean Commercial Act, if there are any shareholders who own no less than 20/100 of the total issued shares of the Surviving Company notify the company of their intention of dissenting from the merger in writing within two (2) weeks after the date of this public announcement of the merger, the merger shall not be effected as a Small-Scale Merger. In addition, this is a Small-Scale Merger pursuant to the Article mentioned above, dissenting shareholders of the Surviving Company will not be granted any appraisal right. As for the KT Capital, this is a Simplified Merger by the consent of all of its shareholders; the dissenting shareholders’ appraisal rights are not recognized

  

 

B.     

  

 

Item 6. “The Company to be merged” above and its financial performance is based on FY2012 separate financial statements prepared in accordance with K-IFRS.

  

 

C.     

  

 

The agreement for the merger may be terminated if the completion of the merger becomes impossible or is considered illegal as a result of changes to the related regulations or statues by the government.

  

 

D.     

  

 

The Schedule of Merger is subject to change according to the registration process and negotiations with the related parties.


  

E.

   KT Corporation, the major shareholder of investment division of KT Capital Co., will not receive any compensation for the merger. However, KT Hitel will receive 986,787 treasury shares of KT Corporation
  

F.

   Other Schedules of Merger
  

   Date of resolution by the Board of Directors : August 8, 2013
  

   Announcement of closing of shareholder registry: August 9, 2013
  

   Date of split off and merger agreement : August 13, 2013
  

   Record Date : August 26, 2013
  

   Announcement of Small-Scale Merger : August 27, 2013
  

   Duration of registry closure: August 27, 2013 ~ September 3, 2013
  

   Duration of notification of dissent from the merger by shareholders : August 27, 2013 ~ September 10, 2013
  

   Date of resolution by the Board of Directors in lieu of a general shareholders’ meeting : January 27, 2014
  

   Duration of notification of submitting objections by creditors : January 28, 2014 ~ February 28, 2014
  

   Record date of the merger : March 1, 2014
  

   Date of resolution of Board of Directors in lieu of Split off and Merger Completion Meeting : March 6, 2014
  

   Announcement of Completion of Spilt off and Merger : March 7, 2014
  

   Date of registration of Spilt off and Merger : March 11, 2014
  

G.

   Other decision process related to the merger will be mandated to the CEO.