Form 6-K

6-K 1 d661025d6k.htm FORM 6-K Form 6-K

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 2014

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

1692-1 Seocho-dong

Seocho-gu, Seoul

137-882

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:		January 21, 2014
KT Corporation

By:		/s/ Youngwoo Kim
Name:		Youngwoo Kim
Title:		Vice President

By:		/s/ Tony Yongrae Jung
Name:		Tony Yongrae Jung
Title:		Team Leader

Correction Disclosure (KT Capital Co.)

Date of Correction: January 21, 2014


1. Disclosure in reference to the correction			Decision for Split off and Merger (Report on Materials 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 Duration of period for submitting old shares : Start date		2013/10/28	2014/01/28

	3. Details related to the Merger D. Details on Capital Decrease Duration of period for submitting old shares : Close date		2013/11/28	2014/02/28

	7. Duration of period for submitting objection by creditors : Start date		2013/10/28	2014/01/28

	7. Duration of period for submitting objection by creditors : Close date		2013/11/28	2014/01/28

	11. Additional Information to Consider in Making an Investment Decision E. Other Schedules of Merger		2013/10/27	2014/01/27

	•	Date of resolution by the Board of Directors in lieu of a general shareholders’ meeting : October 27, 2013

	11. Additional Information to Consider in Making an Investment Decision E. Other Schedules of Merger		2013/10/28 ~ 2013/11/28	2014/01/28 ~ 2014/02/28

	•	Duration of notification of submitting objections by creditors

Decision for Split off and Merger (Report on Materials 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)		—

D. Details on Capital Decrease	Main Business		—
	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		2014/03/11

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 7^th 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			2014/03/01

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 1, 2014
	•	Date of resolution of Board of Directors in lieu of Split off and Merger Completion Meeting : March 6, 2014
	•	Announcement of Completion of Spilt off and Merger : March 7, 2014
	•	Date of registration of Spilt off and Merger : March 11, 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