SEC Form SC 13G/A filed by KT Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Schedule 13G under the Securities Exchange Act of 1934
(Amendment No. 1)
| KT Corporation |
(Name of Issuer)
| Common stock, par value Won 5,000 per share (represented by American Depository Shares, each representing one-half of one share of common stock). |
(Title of Class of Securities)
| 48268K101 |
(CUSIP Number)
| December 31, 2022 |
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 48268K101 | 13G | Page 2 of 11 |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silchester International Investors LLP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
12,969,308 shares* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
12,969,308 shares* | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,969,308 shares* | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.07% (based on 261,111,808 shares issued as of December 31, 2021, per Form 20-F dated April 28, 2022, less 5,069,130 treasury shares as of September 30, 2022, per Form 6-K dated November 28, 2022). | |||||
|
12. |
TYPE OF REPORTING PERSON
PN/IA | |||||
| * | Held in the form of 25,938,615 American Depository Shares, each representing one-half of one share of common stock. |
| CUSIP NO. 48268K101 | 13G | Page 3 of 11 |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silchester Continuation Ltd | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
12,969,308 shares* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
12,969,308 shares* | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,969,308 shares* | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.07% (based on 261,111,808 shares issued as of December 31, 2021, per Form 20-F dated April 28, 2022, less 5,069,130 treasury shares as of September 30, 2022, per Form 6-K dated November 28, 2022). | |||||
|
12. |
TYPE OF REPORTING PERSON
CO/HC | |||||
| * | Held in the form of 25,938,615 American Depository Shares, each representing one-half of one share of common stock. |
| CUSIP NO. 48268K101 | 13G | Page 4 of 11 |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silchester Partners Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
12,969,308 shares* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
12,969,308 shares* | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,969,308 shares* | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.07% (based on 261,111,808 shares issued as of December 31, 2021, per Form 20-F dated April 28, 2022, less 5,069,130 treasury shares as of September 30, 2022, per Form 6-K dated November 28, 2022). | |||||
|
12. |
TYPE OF REPORTING PERSON
CO/HC | |||||
| * | Held in the form of 25,938,615 American Depository Shares, each representing one-half of one share of common stock. |
| CUSIP NO. 48268K101 | 13G | Page 5 of 11 |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Charles Butt | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
12,969,308 shares* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
12,969,308 shares* | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,969,308 shares* | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.07% (based on 261,111,808 shares issued as of December 31, 2021, per Form 20-F dated April 28, 2022, less 5,069,130 treasury shares as of September 30, 2022, per Form 6-K dated November 28, 2022). | |||||
|
12. |
TYPE OF REPORTING PERSON
IN/HC | |||||
| * | Held in the form of 25,938,615 American Depository Shares, each representing one-half of one share of common stock. |
| CUSIP NO. 48268K101 | 13G | Page 6 of 11 |
| Item 1(a) | Name of Issuer: KT Corporation |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
| KT Gwanghwamun Building East |
| 33, Jongno 3-gil, Jongno-gu |
| 110-130 Seoul, Korea |
| Item 2(a) | Name of Person Filing |
| Item 2(b) | Address of Principal Business Office |
| Item 2(c) | Citizenship |
| Silchester International Investors LLP |
| Time & Life Building |
| 1 Bruton Street |
| London, W1J6TL, United Kingdom |
| Silchester Continuation Ltd |
| Time and Life Building |
| 1 Bruton Street |
| London, W1J6TL, United Kingdom |
| Silchester Partners Limited |
| Time & Life Building |
| 1 Bruton Street |
| London, W1J6TL, United Kingdom |
| Stephen Charles Butt |
| Time & Life Building |
| 1 Bruton Street |
| London, W1J6TL, United Kingdom |
| 2(d) | Title of Class of Securities: |
| Common stock, par value Won 5,000 per share (represented by American Depository Shares, each representing one-half of one share of common stock). |
| 2(e) | CUSIP Number: 48268K101 |
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | ||
| CUSIP NO. 48268K101 | 13G | Page 7 of 11 |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; | ||
| (e) | ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☒ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
If this statement is filed pursuant to Rule 13d-1(c), check this box: ☐
| Item 4 | Ownership: |
| (a) | Amount beneficially owned: |
Incorporated by reference to Item 9 of the cover page pertaining to each reporting person. Each of the Reporting Persons disclaims any beneficial ownership of these shares, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any of the shares for any purpose, except to the extent of any pecuniary interest therein.
| (b) | Percent of Class: |
Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
| CUSIP NO. 48268K101 | 13G | Page 8 of 11 |
| (ii) | shared power to vote or to direct the vote: |
Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
| (iii) | sole power to dispose or to direct the disposition of: |
Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
| (iv) | shared power to dispose or to direct the disposition of: |
Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.
| Item 5 | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Owners of accounts managed by Silchester International Investors LLP have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Silchester International Investors LLP is a majority owned subsidiary of Silchester Continuation Limited, which is a majority owned subsidiary of Silchester Partners Limited.
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable.
| Item 9 | Notice of Dissolution of Group: |
Not Applicable.
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP NO. 48268K101 | 13G | Page 9 of 11 |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this January 30, 2023
| Silchester International Investors LLP | ||
| By: | /s/ Timothy J. Linehan | |
| Name: | Timothy J. Linehan | |
| Title: | Head of Operations | |
| Silchester Continuation Limited | ||
| By: | /s/ Timothy J. Linehan | |
| Name: | Timothy J. Linehan | |
| Title: | Director | |
| Silchester Partners Limited | ||
| By: | /s/ Timothy J. Linehan | |
| Name: | Timothy J. Linehan | |
| Title: | Director | |
| Stephen Charles Butt | ||
| /s/ Stephen Charles Butt | ||
| CUSIP NO. 48268K101 | 13G | Page 10 of 11 |
INDEX TO EXHIBITS
| Exhibit |
Exhibit | |
| 99.1 | Joint Filing Agreement | |