KT 6-K
Kt Corp (KT)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-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 ofprincipal 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.
| Dated: September 24, 2024 | ||
|---|---|---|
| KT Corporation | ||
| By: | /s/ Youngkyoon Yun | |
| Name: | Youngkyoon Yun | |
| Title: | Vice President | |
| By: | /s/ Sanghyun Cho | |
| Name: | Sanghyun Cho | |
| Title: | Director |
Decision of Merger
| 1. Type of Merger | KT<br>Corporation will absorb KT NexR (Small-scale merger)<br> <br>• Surviving Entity (Listed): KT<br>Corporation<br> <br>• 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<br>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<br>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<br>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<br>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<br>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<br>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<br>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.) |