6-K 1 d307883d6k.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 February 2022

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  ☐

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  ☒

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: February 15, 2022
KT Corporation
By:  

/s/ Seunghoon Chi

Name:   Seunghoon Chi
Title:   Vice President

 

By:  

/s/ Sanghyun Cho

Name:   Sanghyun Cho
Title:   Director


Decision on Acquisition of Shares or Investment Certificates of Other Corporations

 

1. Details of issuing company

     Name of company    kt cloud Co., Ltd.
     Nationality    Republic of Korea    Representative    Dong-Sik Yun
     Capital stock (KRW)    8,856,024,000    Relationship to company    Subsidiary
     Total number of shares issued    17,712,048    Main business    ICT(Cloud etc.)

2. Details of acquisition

     Number of shares to be acquired    17,712,048
     Acquisition amount (KRW)    1,771,204,867,068
     Equity capital (KRW)    15,551,433,000,000
     Ratio to equity capital (%)    11%
    

Classified as a large-sized corporation?

 

   Yes

3. Number of shares held and shareholding ratio after acquisition

     Number of shares held    17,712,048
     Shareholding ratio(%)    100

4. Acquisition method

  

- In-kind investment : 1,621,205 million won

- Cash investment : 150,000 million won

5. Purpose of acquisition

   Enhancing Cloud/IDC business value and fostering kt cloud Co., Ltd.as a specialized company

6. Scheduled acquisition date

   2022-04-01

7. Subject to filing of a material fact report on asset acquisition?

   No

-   Total assets (as of the end of the latest fiscal year) (KRW)

   33,662,545,000,000    Acquisition cost /Total assets(%)    5%

8. Deemed a backdoor listing?

   No

-   Plan to increase capital through third-party allotment within six months?

   No

9. Satisfying backdoor listing requirements for the issuing company (another corporation)?

   No


10. Date of board resolution (decision date)

   2022-02-15

-   Attendance of outside directors

   Present (No.)    8
   Absent (No.)    0

-   Attendance of auditors (members of Audit Committee
who are not outside auditors)

   No      

11. Subject to reporting to the Fair Trade Commission?

   No      

12. Signed a put option contract, etc.?

   No                                                                    

-   Details of agreements

        
     

-   This decision is with regard to the company’s in-kind investment of its Cloud/IDC business unit into kt cloud Co., Ltd. and to the acquisition of newly issued stocks of kt cloud Co.,Ltd.

     

-   The item above 1. capital stock and total number of shares issued of the issuing company and number of shares to be acquired of the item above 2. details of acquisition is the decision by the Board of Directors on February 15, 2022.

     

-   The item above 2. equity capital and above 7. total assets as of the end of the latest fiscal year are based on our consolidated financial statements as of the end of 2020.

     

-   The details of In-kind investment of the item above 4. acquisition method are assets related to the Cloud/IDC business such as real estate, facilities, equipment, and account receivables. The amount of In-kind investment is the appraised value. The book value is 803,784 million won.

     

-   The item above 6. scheduled acquisition date is the establishment date of a new company. The establishment date is scheduled for 1st April 2022. However, it is subject to change depending on the progress.

     

-   The above items are subject to change by consultation or approval of related organizations and agreement between the contracting parties.

     

-   KT plans to seek various ways to protect shareholders’ value. In case that a newly established company will be listed on the market, KT is going to prepare and implement measures for protecting its shareholders value before listing.