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 March 2014
Commission File Number 1-14926
KT Corporation
(Translation of registrant’s 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: March 3, 2014 | ||
| KT Corporation | ||
| By: | /s/ Youngwoo Kim | |
| Name: | Youngwoo Kim | |
| Title: | Vice President | |
| By: | /s/ Jungsup Jung | |
| Name: | Jungsup Jung | |
| Title: | Team Leader | |
Correction Disclosure (KT Capital Co.)
Date of Correction: February 28, 2014
| 1. Disclosure in reference to the correction | Decision for Split off and Merger (Report on Material Matters of Subsidiary) | |
| 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 | ||
3. Details related to the Merger
D. Details on Capital Decrease
• Date of new shares delivery | 2014/03/11 | 2014/03/19 | ||
6. Record date of Split off and merger | 2014/03/01 | 2014/03/13 | ||
11. Additional Information to Consider in Making an Investment Decision
E. Other Schedules of Merger
• Record date of the merger | 2014/03/01 | 2014/03/13 | ||
11. Additional Information to Consider in Making an Investment Decision
E. Other Schedules of Merger
• Date of resolution by the Board of Directors in lieu of a general shareholders’ meeting : October 27, 2013 | 2014/03/06 | 2014/03/18 | ||
11. Additional Information to Consider in Making an Investment Decision
E. Other Schedules of Merger
• Announcement of Completion of Spilt off and Merger | 2014/03/07 | 2014/03/19 | ||
11. Additional Information to Consider in Making an Investment Decision
E. Other Schedules of Merger
• Date of registration of Spilt off and Merger | 2014/03/11 | 2014/03/19 | ||
Decision for Split off and Merger (Report on Material Matters of Subsidiary)
| Report on Materials Matters of KT Capital, a subsidiary company of KT Corporation | ||||||||||
| 1. Method of Merger | KT Capital Co. (“KT Capital”) to split off its investment business to be merged into KT Corporation | |||||||||
| 2. Purpose of Merger | • To increase shareholder value by strengthening the synergy between telecommunication and finance operations within the KT Group
• KT Capital to focus on credit financing business | |||||||||
| 3. Details related to the Merger | ||||||||||
| A. Assets and businesses to be transferred as a result of the Merger | A. Business to be transferred as a result of Split off and Merger
• Investment business division of KT Capital
B. Value of assets to be transferred
• BC Card common shares : 3,059,560 shares
• Assets: KRW 554.7 billion (comprising of Liabilities: KRW 413.8 billion / Equity: KRW 140.9 billion)
C. Business and responsibilities to be transferred
• According to ‘B. Value of assets to be transferred’, all assets and liabilities relating to the investment business division of KT Capital will be transferred to KT Corporation. | |||||||||
| B. Surviving Company after the Split off | Name of the Company | KT Capital Co. | ||||||||
| Financial status after the split off (KRW million) |
Total assets |
2,174,640 |
Total liabilities |
1,934,025 | ||||||
Total Shareholders’ equity |
240,615 |
Capital Stock |
138,277 | |||||||
2014/03/31 | ||||||||||
| Revenue of surviving business division (KRW million) | 221,694 | |||||||||
Main Business |
Commercial leasing, installment financing, financing related to innovative technology | |||||||||
| C. Newly Established Company after the Split off |
Name of the Company |
— | ||||||||
Financial Details at the time of Establishment (KRW million) |
Total assets |
— |
Total liabilities |
— | ||||||
Total shareholders’ equity |
— |
Capital Stock |
— | |||||||
Financial performance of the new business division (KRW million) | — | |||||||||
Main Business |
— | |||||||||
D. Details on Capital Decrease |
Capital decrease ratio (%) |
36.9% | ||||||||
Duration of period for submitting old shares |
Start date |
2014/01/28 | ||||||||
Close date |
2014/02/28 | |||||||||
| Date of new shares delivery |
2014/03/19 | |||||||||
| 4. Detail on the merger | ||||||||||
A. Company to be merged into |
Name of the Company |
KT Corporation | ||||||||
Main Business |
Telecommunications | |||||||||
Relationship with the company |
Major Shareholder | |||||||||
Financial Performance of recent fiscal year (KRW million) |
Total assets |
26,508,776 |
Capital Stock |
1,564,499 | ||||||
Total liabilities |
14,637,581 |
Revenue |
18,863,237 | |||||||
Total shareholders’ equity |
11,871,195 |
Net Income |
719,352 | |||||||
| B. Specification and the number of new shares | Common shares | — | ||||||||
Other shares |
— | |||||||||
| C. Newly Established Company after Merger | Name of the Company | — | ||||||||
Capital Stock (KRW) |
— | |||||||||
Main Business |
— | |||||||||
| 5. Split off and Merger ratio | A. Split off and Merger Ratio KT Corporation : KT Capital = 1 : 0.1371634
B. Basis for split off and merger ratio calculation KT Corporation and KT Capital have prepared value and the merger ratio of registered common stock, pursuant to Article 176-5 of “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 merger ratio was then multiplied by the split off ratio of investment business division of KT Capital to calculate the split off and merger ratio. (displayed to the 7th decimal point)
Split off and merger ratio = Split off ratio (0.3692628) × Merger ratio (0.3714520) = 0.1371634 | |||
| 6. Record date of Split off and merger | 2014/03/13 | |||
| 7. Duration of period for submitting objection by creditors | Start Date | 2014/01/28 | ||
Close Date |
2014/02/28 | |||
| 8. Details on Appraisal Rights of Dissenting Shareholders |
This merger qualifies as a Simplified Merger according to the Korean Commercial Act. Therefore, appraisal rights of dissenting shareholders are not recognized. | |||
| 9. Date of resolution by shareholders | — | |||
| 10. Date of Resolution by Board of Directors | 2013/08/08 | |||
• Attendance of Outside Directors |
Present |
1 | ||
Absent |
— | |||
• Attendance of Auditors (Auditors who are not Outside Directors) | Present | |||
| 11. Additional Information to Consider in Making an Investment Decision |
A. The investment business division of KT Capital Co., will be merged 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.
B. 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.
C. The Schedule of Merger is subject to change according to the registration process and negotiations with the related parties.
D. 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.
E. Other Schedules of Merger
• Date of resolution by the Board of Directors : August 8, 2013
• Date of split off and merger agreement : August 13, 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 13, 2014
• Date of resolution of Board of Directors in lieu of Split off and Merger Completion Meeting : March 18, 2014
• Announcement of Completion of Spilt off and Merger : March 19, 2014
• Date of registration of Spilt off and Merger : March 19, 2014 | |||||||||
| ¨ Reference | Capital Market Act | |||||||||
[Details of the Subsidiary Company]
| Name of the Company | KT Capital Co. | |
• CEO | Mr. Byung Ho Nam | |
• Main Business | Commercial leasing, installment financing, financing relating to innovative technology | |
• Conformity to be considered major subsidiary company | Conform | |
| Total Assets (KRW) | 2,860,327,020,368 | |
| Total Consolidated Assets of Controlling Company (KRW) | 34,479,498,079,271 | |
| Percentage of the Subsidiary’s assets in proportion to the Consolidated Asset of Controlling Company (%) | 8.3% | |
| Applicability of Controlling Company to be considered as a Large Company | Applicable | |
