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 January 2015
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: Jan 7, 2015 | ||
| KT Corporation | ||
| By: | /s/ Youngwoo Kim | |
| Name: | Youngwoo Kim | |
| Title: | Vice President | |
| By: | /s/ Jungsup Jung | |
| Name: | Jungsup Jung | |
| Title: | Director | |
Decision to merge
| 1. Method of Merger | KT Corporation (the Surviving company) to merge KT media hub Corporation in the form of a small-scale merger | |||||||||
| 2. Purpose of Merger | To enhance shareholders’ value by increasing management efficiency and promoting synergy effect among KT’s existing businesses | |||||||||
| 3. Merger Ratio | KT Corporation : KT media hub Corporation = 1.0000000 : 0.0000000 | |||||||||
| 4. Basis for Merger Ratio Calculation | KT Corporation (the Surviving Company) will not issue any new stocks, thus the merger ratio is calculated 1:0, as KT Corporation owns 100% shares of KT media hub Corporation | |||||||||
| 5. Specification and the Number of new shares | Common shares | - | ||||||||
| Other shares | - | |||||||||
| 6. Company to be merged | Name of the Company | KT media hub Corporation | ||||||||
| Main Business | Portal and Internet information intermediary service, New media business | |||||||||
| Relationship with the Merging Company | Subsidiary | |||||||||
| Financial performance of the most recent business year (KRW million) | Total assets | 184,702 | Capital stock | 5,000 | ||||||
| Total liabilities | 81,924 | Revenue | 304,690 | |||||||
| Total stockholders’ equity | 102,778 | Net income | 20,800 | |||||||
| 7. Newly Established Merged Company | Name of the Company | - | ||||||||
| Financial Details at the time of Establishment (KRW million) | Total assets | - | Total liabilities | - | ||||||
| Total stockholders’ equity | - | Capital stock | - | |||||||
| - | Current Standard | |||||||||
| Financial performance of the new business division (KRW million) | - | |||||||||
| Main Business | - | |||||||||
| Application for re-listing | NA | |||||||||
| 8. Schedule of Merger | Date of Shareholders’ Meeting | - | ||||||||
| Duration of submitting old shares | Start Date | - | ||||||||
| Close Date | - | |||||||||
| Duration of registry closure | Start Date | - | ||||||||
| Close Date | - | |||||||||
| Duration of submitting objection by creditors | Start Date | 2015/02/25 | ||||||||
| Close Date | 2015/03/25 | |||||||||
| Date of Merger | 2015/03/31 | |||||||||
| Date of Merger Registration | 2015/04/02 | |||||||||
| Date of transfer of new shares | - | |||||||||
| Date of listing of new shares | - | |||||||||
| 9. Criteria of Back Door Listing | NA | |||||||||
| 10. Criteria of Back Door Listing of Other Companies | NA | |||||||||
| 11. Details of Appraisal Right | As KT Corporation will execute this merger as a Small-Scale Merger pursuant to Article 527-3 of the Korean Commercial Act, the appraisal rights of shareholders of KT Corporation will not be recognized | |||||||||
| 12. Date of Resolution by Board of Directors | 2015/01/06 | |||||||||
• Attendance of Outside Directors | Present | 8 | ||||||||
| Absent | - | |||||||||
• Attendance of Auditors (Auditors who are not Outside Directors) | - | |||||||||
| 13. Additional Information to Consider in Making an Investment Decision | ||||||||||
A. As KT Corporation, the Surviving Company, will execute this Small-Scale Merger pursuant to Article 527-3 of the Korean Commercial Act, the approval of the general shareholders’ meeting of the company will be replaced by the approval of the board of directors.
B. According to Clause 4 of Article 527-3 of the Korean Commercial Act, if any shareholders who own no less than 20/100 of the total issued shares of the Surviving Company notify the company of their intention of dissenting from the merger in writing within two (2) weeks after the date of public announcement of the merger, the merger shall not be effected as a Small-Scale Merger.
C. Item 6. “The Company to be merged” above and its financial performance is based on FY2013 separate financial statements prepared in accordance with K-IFRS.
D. From the date of merger agreement to the date of the merger (or the date specified in the Merger contract), the Merger contract is subject to change by mutual agreement between parties of contract under the following conditions; consultations or requests from related authorities, unexpected natural disaster, sudden changes of economic situation, material changes of management condition, or any other changes that may require alteration of the Merger contract.
E. Schedules of Merger
| • | Date of resolution by the Board of Directors for the decision of the merger : 2015/01/07 |
| • | Announcement of shareholder registry closure : 2015/01/20 |
| • | Date of merger agreement : 2015/01/26 |
| • | Record Date of confirming shareholders that are entitled to exercise their rights to dissent from the merger : 2015/02/05 |
| • | Announcement of Small-Scale Merger : 2015/02/09 |
| • | Duration of registry closure : 2015/02/06 ~ 2015/02/13 |
| • | Duration of notification of dissent from the merger by shareholders : 2015/02/09 ~ 2014/02/23 |
| • | Date of resolution by the Board of Directors for the approval of the merger : 2015/02/24 |
| • | Date of announcement of submitting objections by creditors : 2015/02/25 |
| • | Duration of submitting objections by creditors : 2015/02/25 ~ 2015/03/25 |
| • | Record date of the merger : 2015/03/31 |
| • | Date of resolution by Board of Directors for the announcement of Merger Completion : 2015/04/01 |
| • | Announcement of Completion of Merger : 2015/04/02 |
| • | Date of registration of Merger : 2015/04/02 |
F. The above schedule is currently anticipated as of the day of fair disclosure, and the Schedule of Merger is subject to change due to consultations and approval process from the related authorities.
