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 April 2015
Commission File Number 1-14926
KT Corporation
(Translation of registrants name into English)
90, Buljeong-ro,
Bundang-gu, Seongnam-si,
Gyeonggi-do,
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: April 2, 2015 | ||
KT Corporation | ||
By: | /s/ Youngwoo Kim | |
Name: | Youngwoo Kim | |
Title: | Vice President | |
By: | /s/ Jungsup Jung | |
Name: | Jungsup Jung | |
Title: | Director |
Completion of Merger
1. | Schedules of Merger |
Schedules | KT Corporation | KT media hub | ||||
Date of resolution by the Board of Directors for the decision of the merger | January 7, 2015 | January 7, 2015 | ||||
Announcement of shareholder registry closure | January 20, 2015 | | ||||
Date of merger agreement | January 26, 2015 | January 26, 2015 | ||||
Record Date of confirming shareholders that are entitled to exercise their rights to dissent from the merger | February 5, 2015 | | ||||
Announcement of Small-Scale Merger | February 9, 2015 | | ||||
Date of resolution by the Board of Directors for the approval of the merger | February 24, 2015 | February 24, 2015 | ||||
Record date of the merger | March 31, 2015 | March 31, 2015 | ||||
Date of resolution by Board of Directors for the announcement of Merger Completion | April 1, 2015 | | ||||
Announcement of Completion of Merger | April 2, 2015 | | ||||
ø Reference | ||||||
Duration of registry closure | Start Date | February 6, 2015 | | |||
Close Date | February 13, 2015 | | ||||
Duration of notification of dissent from the merger by shareholders | Start Date | February 9, 2015 | | |||
Close Date | February 23, 2015 | | ||||
Date of announcement of submitting objections by creditors | February 25, 2015 | February 25, 2015 | ||||
Duration of submitting objections by creditors | Start Date | February 25, 2015 | February 25, 2015 | |||
Close Date | March 25, 2015 | March 25, 2015 | ||||
Date of registration of Merger | April 2, 2015 | April 2, 2015 |
2. | Changes of Shareholding Structure |
There are no changes to the shareholding structure, as no new shares are issued for this Small-scale Merger.
3. | Exercise of Appraisal Rights |
No appraisal rights are available, as there are no new shares issued for this Small-scale Merger.
4. | Measures of Protection for Creditors |
KT Corporation circulated notice informing the procedure of submitting objections by creditors on newspaper Seoul Shinmun on February 25, 2015, and KT media hub circulated notice informing the procedure of submitting objections by creditors on own internet homepage (www.ktmediahub.com) on February 25, 2015. From February 25, 2015 to March 25, 2015, the duration of notification of submitting objections by creditors, no creditors submitted objections to either KT Corporation or KT media hub.
5. | Lawsuits in relations to the Merger |
No lawsuit has been filed related to this merger.
6. | Allocation of New Shares |
Not Applicable
7. | Summary of Statement of Financial Position |
(in millions of KRW)
Accounts | Before Merger | After Merger |
||||||||||
KT Corporation |
KT media hub |
|||||||||||
Assets |
||||||||||||
I. Current assets |
3,836,507 | 141,793 | 3,925,059 | |||||||||
Cash and cash equivalents |
469,255 | 59,293 | 528,548 | |||||||||
Trade and other receivables |
2,977,621 | 80,163 | 3,004,543 | |||||||||
Other financial assets |
16,433 | 568 | 17,001 | |||||||||
Inventories |
201,870 | | 201,870 | |||||||||
Current income tax assets |
1,721 | 201 | 1,922 | |||||||||
Other current assets |
169,607 | 1,568 | 171,175 | |||||||||
II. Non-current assets |
21,083,789 | 31,029 | 21,034,818 | |||||||||
Trade and other receivables, net |
722,658 | 7,411 | 730,069 | |||||||||
Other financial assets |
136,581 | 3 | 136,584 | |||||||||
Property and equipment |
12,418,683 | 9,139 | 12,427,822 | |||||||||
Investment property |
694,626 | | 694,626 | |||||||||
Intangible assets |
2,443,023 | 12,930 | 2,455,953 | |||||||||
Investments in subsidiaries, associates and joint ventures |
3,838,200 | | 3,758,200 | |||||||||
Deferred income tax assets |
791,136 | 1,546 | 792,682 | |||||||||
Other non-current assets |
38,882 | | 38,882 | |||||||||
Total Assets |
24,920,296 | 172,822 | 24,959,877 | |||||||||
Liabilities |
||||||||||||
I. Current liabilities |
6,330,712 | 71,264 | 6,348,735 | |||||||||
Trade and other payables |
4,329,018 | 70,147 | 4,345,924 | |||||||||
Borrowings |
1,631,993 | | 1,631,993 | |||||||||
Other financial liabilities |
19,137 | | 19,137 | |||||||||
Provisions |
105,878 | | 105,878 | |||||||||
Deferred revenue |
129,306 | | 129,306 | |||||||||
Other current liabilities |
115,380 | 1,117 | 116,497 | |||||||||
II. Non-current liabilities |
8,983,730 | 1,718 | 8,985,448 | |||||||||
Trade and other payables |
783,887 | | 783,887 | |||||||||
Borrowings |
7,363,547 | | 7,363,547 | |||||||||
Financial lease liabilities |
| 735 | 735 | |||||||||
Other financial liabilities |
107,667 | | 107,667 | |||||||||
Defined benefit liabilities, net |
502,354 | 983 | 503,337 | |||||||||
Accrued provisions |
88,362 | | 88,362 | |||||||||
Deferred revenue |
131,168 | | 131,168 | |||||||||
Other non-current liabilities |
6,745 | | 6,745 | |||||||||
Total Liabilities |
15,314,442 | 72,982 | 15,334,183 | |||||||||
Equity |
||||||||||||
I. Capital stock |
1,564,499 | 5,000 | 1,564,499 | |||||||||
II. Share premium |
1,440,258 | 74,927 | 1,460,098 | |||||||||
III. Retained earnings |
7,729,425 | 19,913 | 7,729,425 | |||||||||
IV. Accumulated other comprehensive loss |
(24,193 | ) | | (24,193 | ) | |||||||
V. Other components of equity |
(1,104,135 | ) | | (1,104,135 | ) | |||||||
Total Equity |
9,605,854 | 99,840 | 9,625,694 | |||||||||
Total Liabilities and Equity |
24,920,296 | 172,822 | 24,959,877 |
Note 1) Above statement of financial position has been prepared based on the separate statements of financial position of KT Corporation and KT media hub as of December 31, 2014 and may differ from the statement of financial position on the record date of merger (March 31, 2015).
Note 2) Above statement of financial position of KT Corporation and KT media hub as of December 31, 2014 has been audited by the independent auditor.