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 August, 2021
Commission File Number: 1-13368
POSCO
(Translation of registrant’s name into English)
POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
(Address of principal executive office)
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 ☒ 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 submitted to furnish a report or other document that the registrant 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.
Decision on Disposal of Treasury Stock
| 1. Number of shares to be disposed of | Common stock | 2,932,480 | ||||||||
Different classes of stocks | — | |||||||||
| 2. Disposal price of shares (KRW) | Common stock | 494,450 | ||||||||
Different classes of stocks | — | |||||||||
| 3. Estimated disposal amount (KRW) | Common stock | 1,449,965,088,000 | ||||||||
Different classes of stocks | — | |||||||||
| 4. Scheduled disposal period | Start date | 2021-09-01 | ||||||||
End date |
2021-09-01 | |||||||||
| 5. Purpose of disposal | To dispose of shares following the issuance of exchangeable bonds with treasury stock subject to exchange | |||||||||
| 6. Disposal method | Disposal in exchange (shrs.) | — | ||||||||
Off-hours block trading (shrs.) |
— | |||||||||
Disposal in OTC (shrs.) |
— | |||||||||
Others (shrs.) |
2,932,480 | |||||||||
| 7. Entrusted brokerage company | — | |||||||||
| 8. Treasury stock holdings before disposal | Acquisition within profits available for dividends (shrs.) | Common stock | 11,561,263 | Ratio(%) | 13.3 | |||||
Different classes of stocks | — | Ratio(%) | — | |||||||
| Acquisition for other reasons (shrs.) |
Common stock | — | Ratio(%) | — | ||||||
Different classes of stocks | — | Ratio(%) | — | |||||||
| 9. Date of board resolution (decision date) | 2021-08-13 | |||||||||
| - Attendance of outside directors | Present (No.) | 7 | ||||||||
Absent (No.) | 0 | |||||||||
| - Attendance of auditors (members of Audit Committee who are not outside directors) | — | |||||||||
| 10. Limit of buying order per day | Common stock | — | ||||||||
Different classes of stocks | — | |||||||||
| 11. Other matters to be factored into investment decisions | a. The disposal of treasury stock above regards a disclosure related to the disposal of treasury stocks following the issuance of exchangeable bonds with treasury stock subject to exchange. Matters regarding the actual disposal of treasury stock may change depending on the exercise of exchange rights for the bonds.
b. For more details on the issuance of exchangeable bonds, please refer to the material facts report (Decision on Issuance of Exchangeable Bonds) dated August 20, 2021.
c. Above ‘1. Number of shares to be disposed of’, ‘2. Disposal price of shares (KRW)’ and ‘3. Estimated disposal amount (KRW)’ is determined through investor subscription following resolution by the board of directors.
d. Above “4. Scheduled disposal period” describes the expected issuance date of the above exchangeable bonds, and the actual disposal period will be finalized at the time of exercise of the exchange rights for the exchangeable bonds concerned. | |||||||||
【Holding Amount of Treasury Stock before Decision on Treasury Stock Disposal】
(in shares.)
| Methods of acquisition | Type of shares | Beginning balance | Change | Closing balance | Remarks | |||||||||||||
| Acquisition (+) | Disposal (-) | Share (-) | ||||||||||||||||
| Amount of shares acquired within profits available for dividends | Direct Acquisition | Direct acquisition in the exchange | Common stock | 7,071,194 | — | — | — | 7,071,194 | — | |||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Direct acquisition in OTC |
Common stock | — | — | — | — | — | — | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Tender offer |
Common stock | — | — | — | — | — | — | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Sub total (a) |
Common stock | 7,071,194 | — | — | — | 7,071,194 | — | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Acquisition by trust contract | Number of shares indirectly held through trust contracts |
Common stock | 4,100,169 | 389,900 | 4,490,069 | — | — | Note 1) | ||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Number of shares directly held |
Common stock | — | 4,490,069 | — | — | 4,490,069 | Note 2) | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Sub total (b) |
Common stock | 4,100,169 | 4,879,969 | 4,490,069 | — | 4,490,069 | — | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Amount of shares acquired for other reasons (c) | Common stock | — | — | — | — | — | — | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Total (a+b+c) | Common stock | 11,171,363 | 4,879,969 | 4,490,069 | — | 11,561,263 | — | |||||||||||
Different classes of stocks | — | — | — | — | — | — | ||||||||||||
| Note1) | The number of treasury stock acquisition by trust contracts is 4,490,069 shares. |
| Note2) | Following the termination (on April 12, 2021) of the contract, 4,490,069 shares have been deposited into the Company’s securities account. |
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.
| POSCO | ||||||||
| (Registrant) | ||||||||
Date: August 20, 2021 | By | /s/ Chung, Kyung-Jin | ||||||
| (Signature) | ||||||||
| Name: Chung, Kyung-Jin | ||||||||
| Title: Head of Finance Office | ||||||||
