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 20, 2014 | ||
| KT Corporation | ||
| By: | /s/ Youngwoo Kim | |
| Name: | Youngwoo Kim | |
| Title: | Vice President | |
| By: | /s/ Jungsup Jung | |
| Name: | Jungsup Jung | |
| Title: | Team Leader | |
Completion of Merger
| 1. | Schedules of Merger |
Schedules | KT Corporation | KT Capital Co. | ||
| Date of resolution by the Board of Directors | August 8, 2013 | August 8, 2013 | ||
| Announcement of closing of shareholder registry | August 9, 2013 | - | ||
| Date of split off and merger agreement | August 13, 2013 | 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 | January 27, 2014 | ||
| Duration of notification of submitting objections by creditors | January 28, 2014 ~ February 28, 2014 | January 28, 2014 ~ February 28, 2014 | ||
| Record date of the merger | March 13, 2014 | March 13, 2014 | ||
| Date of resolution of Board of Directors in lieu of Split off and Merger Completion Meeting | March 18, 2014 | March 18, 2014 | ||
| Announcement of Completion of Spilt off and Merger | March 19, 2014 | March 19, 2014 | ||
| Date of registration of Spilt off and Merger | March 19, 2014 | March 19, 2014 | ||
Note 1) As KT Corporation will execute this merger as a Small-Scale Merger, pursuant to Article 530-11 Clause 2 and Article 527-3 Clause 5 of the Korean Commercial Act, the appraisal rights of shareholders who dissent the merger will not be recognized.
Note 2) The record date of KT Corporation is the date to define shareholders who would notice their dissent from the merger.
Note 3) For KT Capital Co., the merger qualifies as a Simplified Merger by the consent of all of its shareholders, pursuant to Article 530-11 Clause 2 and Article 527-2 of the Korean Commercial Act.
Note 4) The resolution of Board of Directors will replace the Split Off and Merger Completion Meeting.
| 2. | Changes of Shareholding Structure |
There are no new shares issued due to the Split off and Merger and there are no changes to the shareholding structure of major shareholders.
| 3. | Exercise of Appraisal Rights |
As KT Corporation will execute this merger as a Small-Scale Merger, pursuant to Article 530-11 Clause 2 and Article 527-3 Clause 5 of the Korean Commercial Act, the appraisal rights of shareholders who dissent to 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 toArticle 530-11 Clause 2 and Article 527-2 of the Korean Commercial Act; and as such, the dissenting shareholders’ appraisal rights are not recognized.
| 4. | Measures of Protection for Creditors |
KT Corporation circulated notice on Seoul Shinmun Newspaper on January 28, 2014 the duration of notification of submitting of objections by creditors, and KT Capital Co. circulated notice on Dong-a Daily Newspaper on January 28, 2014 the duration of notification of submitting objections by creditors. From January 28, 2014 to February 28, 2014, the duration of notification of submitting objections by creditors, no creditors submitted any objections to either KT Corporation or KT Capital Co.
| 5. | Lawsuits in relations to the Merger |
Not Applicable.
| 6. | Allocation of New Shares |
Not Applicable
| 7. | Summary of Statement of Financial Position |
| (As of December 31, 2013) | (Unit: KRW million) | |||||||||||
Accounts | Before Merger | After Merger | ||||||||||
| KT Corporation | Investment Business Division of KT Capital Co. | KT Corporation | ||||||||||
Assets | ||||||||||||
I. Current assets | 4,711,799 | 1,164 | 4,712,963 | |||||||||
Cash and cash equivalents | 1,023,946 | — | 1,023,946 | |||||||||
Trade and other receivables | 3,007,471 | — | 3,007,471 | |||||||||
Other financial assets | 15,002 | — | 15,002 | |||||||||
Inventories, net | 478,388 | — | 478,388 | |||||||||
Assets to be disposed | 34,429 | — | 34,429 | |||||||||
Other current assets | 152,563 | 1,164 | 153,727 | |||||||||
II. Non-current assets | 20,982,095 | 524,031 | 21,506,126 | |||||||||
Trade and other receivables, net | 674,795 | — | 674,795 | |||||||||
Other financial assets | 141,760 | — | 141,760 | |||||||||
Property and equipment | 13,087,625 | — | 13,087,625 | |||||||||
Investment property | 564,002 | — | 564,002 | |||||||||
Intangible assets | 2,712,527 | — | 2,712,527 | |||||||||
Investments in jointly controlled entities and associates | 3,361,677 | 523,890 | 3,885,567 | |||||||||
Deferred income tax assets | 401,109 | 141 | 401,250 | |||||||||
Other non-current assets | 38,600 | — | 38,600 | |||||||||
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Total Assets | 25,693,894 | 525,195 | 26,219,089 | |||||||||
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Liabilities | ||||||||||||
I. Current liabilities | 7,041,105 | 274,975 | 7,316,080 | |||||||||
Trade and other payables | 5,015,360 | — | 5,015,360 | |||||||||
Borrowings | 1,582,859 | 274,975 | 1,857,834 | |||||||||
Other financial liabilities | 49,392 | — | 49,392 | |||||||||
Current income tax liabilities | — | — | — | |||||||||
Provisions | 110,676 | — | 110,676 | |||||||||
Deferred revenue | 128,170 | — | 128,170 | |||||||||
Other current liabilities | 154,648 | — | 154,648 | |||||||||
II. Non-current liabilities | 7,608,732 | 140,000 | 7,748,732 | |||||||||
Trade and other payables | 1,048,918 | — | 1,048,918 | |||||||||
Borrowings | 5,702,972 | 140,000 | 5,842,972 | |||||||||
Other financial liabilities | 105,679 | — | 105,679 | |||||||||
Defined benefit liabilities, net | 520,788 | — | 520,788 | |||||||||
Provisions | 97,847 | — | 97,847 | |||||||||
Deferred revenue | 130,887 | — | 130,887 | |||||||||
Other non-current liabilities | 1,641 | — | 1,641 | |||||||||
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Total Liabilities | 14,649,837 | 414,975 | 15,064,812 | |||||||||
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Shareholders’ Equity | ||||||||||||
I. Capital stock | 1,564,499 | — | 1,564,499 | |||||||||
II. Share premium | 1,440,258 | — | 1,440,258 | |||||||||
III. Retained earnings | 9,277,248 | — | 9,277,248 | |||||||||
IV. Accumulated other comprehensive income | –3,449 | — | –3,449 | |||||||||
V. Other components of equity | –1,234,499 | 110,220 | –1,124,279 | |||||||||
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Total Shareholders’ Equity | 11,044,057 | 110,220 | 11,154,277 | |||||||||
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Total Liabilities and Total Shareholders’ Equity | 25,693,894 | 525,195 | 26,219,089 | |||||||||
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Note 1) Above statement of financial position has been prepared based on the separate statements of financial position of KT Corporation and KT Capital Co. as of December 31, 2013 and may differ from the statement of financial position on the record date of merger.
