UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2023
LG Display Co., Ltd.
(Translation of Registrant’s name into English)
LG Twin Towers, 128 Yeoui-daero, Yeongdeungpo-gu, Seoul 07336, Republic of 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): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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
Report of a Material Event (Resolution Regarding Paid-in Capital Increase)
On December 18, 2023, the Board of Directors of LG Display Co., Ltd. (the “Company”) adopted a resolution to approve the Company’s proposed paid-in capital increase (the “Capital Increase”). The key details of the resolution are as follows:
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i. Number of directors present: four outside directors
ii. Number of directors absent: none
Due to the abolishment of the procedures for determining the subscription price for shares offered through a rights offering to existing shareholders under Article 5-18 of the Regulations on Issuance, Public Disclosure, etc. of Securities of Korea, the Company may determine the subscription price per share in any manner at its discretion. However, due to concerns of market disruption and in consideration of existing practices, the Company has elected to determine the
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subscription price per common share for the Capital Increase by partially applying Article 57 of the Regulations on Issuance, Public Disclosure, etc. of Securities of Korea.
* Estimated Subscription Price = [Estimated Base Share Price x (1 – Discount Rate)] / [1 + (Capital Increase Ratio** x Discount Rate)]
** Capital Increase Ratio = number of new shares to be issued / total number of issued and outstanding shares prior to the capital increase
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* First Indicative Subscription Price = [First Indicative Base Share Price x (1 – Discount Rate)] / [1 + (Capital Increase Ratio x Discount Rate)]
* Second Indicative Subscription Price = Second Indicative Base Share Price x (1 – Discount Rate)
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* Definitive Subscription Price = Max {Min [First Indicative Subscription Price per New Share, Second Indicative Subscription Price per New Share], 60% of the Base Share Price}
Note: the subscription price for the subsequent public offering in Korea of shares that were not subscribed pursuant to the Rights Offering will be the same as the Definitive Subscription Price.
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Eligible Subscribers | Place of Subscription | Date of Offering | |
Employee Stock Ownership Association | Main and branch offices of Daishin Securities Co., Ltd. | March 6, 2024 | |
Existing Shareholders (Holders of Share Rights) | Special Account Holders (Existing “Registered Shareholders”) | Main and branch offices of the joint lead managers for the Capital Increase. | March 6, 2024 to March 7, 2024 |
General Shareholders (Existing “Beneficial Shareholders”) | 1) Main and branch offices of the relevant securities company at which shares of LG Display Co., Ltd. are deposited as of the Record Date 2) Main and branch offices of the joint lead managers for the Capital Increase. | ||
General Public Offering (including subscription by high-yield and high-risk investment trusts) | Main and branch offices of the joint lead managers for the Capital Increase. | March 11, 2024 to March 12, 2024 |
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(3) The Share Rights and the common shares of the Company issuable upon the exercise of such Share Rights have not been registered under the Securities Act of 1933, as amended, or any state securities laws. No securities of the Company may be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements. The Company expects to rely on an applicable exemption from registration requirements in connection with the transactions contemplated in this
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Report of a Material Event. This Report of a Material Event is neither an offer to sell nor a solicitation of an offer to buy any of the Company’s securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
(4) Details relating to the Rights Offering with respect to the holders of American Depositary Shares representing ownership interest in the Company’s common shares will be announced separately.
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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.
LG Display Co., Ltd.
(Registrant)
Date: December 18, 2023 By: /s/ Suk Heo
(Signature)
Name: Suk Heo
Title: Director / Head of IR Division
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