-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JNbX3oNGG4zcLWhu5xXDZi3xvBdJamsRoQWB3328nD60V640UClcMfbQBdiB4vQI t7JD/DtN4P9y4vJkJBTE5Q== 0000950123-09-039987.txt : 20090901 0000950123-09-039987.hdr.sgml : 20090901 20090901065144 ACCESSION NUMBER: 0000950123-09-039987 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090901 FILED AS OF DATE: 20090901 DATE AS OF CHANGE: 20090901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KB Financial Group Inc. CENTRAL INDEX KEY: 0001445930 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53445 FILM NUMBER: 091047323 BUSINESS ADDRESS: STREET 1: 9-1, 2-GA, NAMDAEMOON-RO STREET 2: JUNG-GU CITY: SEOUL STATE: M5 ZIP: 100-703 BUSINESS PHONE: 822-2073-2844 MAIL ADDRESS: STREET 1: 9-1, 2-GA, NAMDAEMOON-RO STREET 2: JUNG-GU CITY: SEOUL STATE: M5 ZIP: 100-703 6-K 1 h03629e6vk.htm FORM 6-K Form 6-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2009
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrant’s name into English)
9-1, 2-ga, Namdaemoon-ro, Jung-gu, Seoul 100-703, Korea
(Address of principal executive office)
     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 þ                    Form 40-F o
     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): o
     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): o
     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o                    No þ
     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-     N/A     .
 
 

 

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SIGNATURES

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KB Financial Group Announces Results of Rights Offering
and Issuance of New Securities
On September 1, 2009, KB Financial Group Inc. (“KB Financial Group”) announced the results of its rights offering of 30,000,000 new common shares, directly or in the form of American depositary shares (“ADSs”). As required under Korean law, 6,000,000 (or 20%) of the new common shares were initially offered to members of KB Financial Group’s employee stock ownership association, all of which were subscribed by such members. Of the remaining 24,000,000 (or 80%) of the new common shares, (i) an aggregate of 23,627,196 new common shares (including 2,775,585 new shares in the form of ADSs) were subscribed for by holders of rights and (ii) the underwriters subscribed for, or procured subscribers for, an aggregate of 372,804 new common shares that were not subscribed for by holders of rights. In each case, the subscription price for the common shares was Won 37,250 per new share (and, in the case of the ADSs, the final ADS subscription price was approximately US$29.95 per new ADS).
It is expected that (i) the new common shares of KB Financial Group will be issued on or about September 3, 2009 and delivered on or about September 7, 2009, and (ii) the new ADSs of KB Financial Group will be issued and delivered on or about September 8, 2009. Listing of and trading in the new common shares on the KRX KOSPI Market, and in the new ADSs on the New York Stock Exchange, are expected to commence on or about September 4, 2009 and September 8, 2009, respectively.
Further details regarding the results of the rights offering are as follows:
1. Results of Subscription and Allocation
                                                                 
    Initial Allocation   Subscription Results           Final Allocation
    Number of   Percentage   Number of   Aggregate price   Percentage   Number of   Aggregate price   Percentage
Classification   Shares   (%)   Shares   (Won)   (%)   Shares   (Won)   (%)
Subscription by Employee Stock Ownership Association
     6,000,000       20.00       6,000,000       223,500,000,000       20.00       6,000,000       223,500,000,000       20.00  
Subscription by holders of rights (1)
     24,000,000       80.00       23,627,196       880,113,051,000       78.76       23,627,196       880,113,051,000       78.76  
Subscription for shares not subscribed in the rights offering (2)
     —       —       372,804       13,886,949,000       1.24       372,804       13,886,949,000       1.24  
Total
     30,000,000       100.00       30,000,000       1,117,500,000,000       100.00       30,000,000       1,117,500,000,000       100.00  
 
(1)   Each holder of KB Financial Group common shares as of the record date of July 27, 2009 received rights to

 

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    purchase 0.0776839 share per one common share held as of the record date. Fractional rights were not distributed.
 
(2)   Shares not subscribed by the Employee Stock Ownership Association or the holders of rights (including fractional shares) were allocated to other purchasers as approved by the resolution of the Board of Directors of KB Financial Group on August 28, 2009.
2. Shareholdings of Major Shareholders
                                 
    Before Issuance of New Shares    
    (as of July 27, 2009)   After Issuance of New Shares
            Ownership           Ownership
Shareholders   Number of Shares   Percentage (%)   Number of Shares(1)   Percentage (%)
Kookmin Bank (2)
     47,407,671       13.30       47,407,671       12.27  
Citibank, N.A. (3)
     36,417,447       10.22       39,193,032       10.14  
Korean National Pension Service
     19,673,220       5.52       21,199,372       5.49  
ING Bank N.V.
     18,002,537       5.05       19,401,044       5.02  
Total for Major Shareholders
     121,500,875       34.09       127,201,119       32.92  
 
(1)   Calculated as the sum of the shareholder’s holding of KB Financial Group common shares as of July 27, 2009 and the number of shares subscribed for by such shareholder.
 
(2)   Kookmin Bank is a wholly-owned subsidiary of KB Financial Group, and the 47.4 million common shares held by Kookmin Bank were not granted rights in the rights offering pursuant to applicable regulations.
 
(3)   As depositary bank.
3. Net Proceeds from the Offering
         
Classification   Amount (Won)
Gross Proceeds from the Offering
     1,117,500,000,000  
Offering Expenses (1)
     12,312,880,000  
Net Proceeds from the Offering
     1,105,187,120,000  
 
(1)   Includes miscellaneous offering expenses in connection with issuance of share certificates, public announcements, accountants and legal counsel and other matters that are estimates, and may be subject to change.

 

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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.
         
  KB Financial Group Inc.   
  (Registrant)
 		  
Date: September 1, 2009  By:   /s/ Kap Shin    
    (Signature)   
    Name:   Kap Shin  
    Title:   Deputy President & CFO   
 

 

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