SEC Form 6-K filed by KT Corporation

 

 

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 September 2024

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 ☒   Form 40-F ☐

 

 

 

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.

 

Decision of Merger

 

1. Type of Merger		KT Corporation will absorb KT NexR (Small-scale merger) •  Surviving Entity (Listed): KT Corporation •  Merged Entity (Not listed): KT NexR
2. Purpose of Merger		To enhance operational efficiency
3. Major Impact and Effects of Merger		As of current date, KT DS holds 100% of KT NexR shares. KT Corp. plans to acquire 100% of such shares from KT DS on October 2, 2024. The merger between the surviving entity and the merged entity will be at a merger ratio of 1.0000000:0.0000000. After completion, KT Corp. will be the surviving entity, while KT NexR will be dissolved. This merger is a non-capital increase merger, which means that there will be no issuance of new shares. Therefore, there will be no changes in the ownership of KT Corp.’s major shareholders or their ownership percentages after the merger is completed.
4. Merger Ratio		KT Corp. : KT NexR = 1.0000000:0.0000000
5. Basis for Merger Ratio Calculation		KT Corp. plans to acquire 100% of KT NexR shares from KT DS on October 2, 2024. As of the merger date, KT Corp., as the parent company, will merge with its wholly owned subsidiary KT NexR with a 1.0000000:0.0000000 merger ratio through a non-capital increase merger.
6. External Evaluation		According to Article 165-4 of the Capital Market and Financial Investment Business Act and Article 176-5 of the Enforcement Decree of the same Act, when a company that owns the total shares of another company merges without issuing new shares, there is no obligation to obtain an evaluation from an external evaluation institution. As this merger falls under this provision, no external evaluation has been obtained.
7. Details of Entity to be Merged (as of recent fiscal year, unit: KRW)		Name of Company		KT NexR
		Business Sector		Development and operation of big data platform
		Relationship with KT		Affiliated Company
		Total Assets		8,477,240,815				Capital Stock		2,073,333,500
		Total Liabilities		6,265,360,610				Revenue		16,831,790,236
		Total Equity		2,211,880,205				Net Income		-917,557,234
		External Audit		Anjin Deloitte				Audit Opinion		Unqualified
8. Merger Schedule		Merger Agreement Date				September 26, 2024
		Shareholder Record Date				October 10, 2024
		Period for Submitting Opinions of Opposition				From October 10, 2024 to October 24, 2024
		Period for Submitting Opposition for Credit Holders				From November 13, 2024 to December 13, 2024
		Date of Merger				December 26, 2024
		Expected Date of Merger Registration				December 27, 2024
9. Appraisal Right		According to Article 527-3 of the Commercial Act, which follows the procedure for small-scale mergers, shareholders of KT will not be granted appraisal rights.
10. Date of Board Resolution		September 24, 2024 (All 8 outside directors have attended.)