Sk Telecom Co Ltd 6-K, filed Aug 28, 2020
Sk Telecom Co Ltd (SKM)
About this 6-K
Sk Telecom Co Ltd filed this 6-K on August 28, 2020.
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 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF AUGUST 2020
Commission File Number: 333-04906
SK Telecom Co., Ltd.
(Translation of registrant’s name into English)
65, Euljiro, Jung-gu
Seoul 04539, 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 ☐ 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Decision to Enter into Share Repurchase Agreement
On August 27, 2020, the board of directors of SK Telecom Co., Ltd. (the “Company”) approved the Company’s entry into a share repurchase agreement (the “Agreement”) with SK Securities Co., Ltd. (“SK Securities”) pursuant to which the Company will engage SK Securities to effect repurchases of common shares of the Company.
| 1. Amount of Agreement (Won) |
500,000,000,000 | |||||||||
|
2. Agreement Period |
From | August 28, 2020 | ||||||||
| To | August 27, 2021 | |||||||||
|
3. Purpose of Agreement |
Enhancement of shareholder value through stabilization of stock price | |||||||||
|
4. Counterparty |
SK Securities | |||||||||
|
5. Expected Date of Execution |
August 28, 2020 | |||||||||
| 6. Treasury Shares Held Prior to Agreement |
Acquisition within Limit Based on Maximum Amount of Dividends Payable | Common shares | 7,609,263 | Ratio (%) | 9.4 | |||||
| Preferred shares | — | Ratio (%) | — | |||||||
| Other Acquisition | Common shares | — | Ratio (%) | — | ||||||
| Preferred shares |
— | Ratio (%) | — | |||||||
| 7. Date of Resolution by the Board of Directors |
August 27, 2020 | |||||||||
|
- Attendance of Outside Directors |
Present | 5 | ||||||||
| Absent | — | |||||||||
| - Attendance of Auditors (Audit Committee Members who are not Outside Directors) | — | |||||||||
|
8. Investment Brokerage Agent |
SK Securities | |||||||||
9. Other Matters Relating to an Investment Decision
| 【Maximum Share Repurchase Amount】 |
| Item | Amount (Won) | |||
| 1. Maximum Amount of Dividends
Payable as of December 31, 2019 under the Korean Commercial |
A. Net assets |
17,389,738,915,635 | ||
| B. Amount of capital | 44,639,473,000 | |||
| C. Sum of capital reserve and earned surplus reserve accumulated as of December 31, 2019(2) | 3,469,898,857,643 | |||
| D. Unrealized profits determined by Presidential Decree under the Korean Commercial Code | 20,602,144,094 | |||
| Subtotal (A–B–C–D) |
13,854,598,440,898 | |||
|
2. Amount of share repurchase after December 31, 2019 |
— | |||
|
3. Amount of dividends approved by general meeting of shareholders after December 31, 2019 and related earned surplus reserves |
658,228,032,000 | |||
| Item | Amount (Won) | |
|
4. Amount of quarterly and interim dividends approved by board of directors after December 31, 2019 and related earned surplus reserves |
73,136,448,000 | |
|
5. Amount subject to a trust agreement |
— | |
|
6. Acquisition price of treasury shares disposed after December 31, 2019 (applying moving average method) |
— | |
|
Maximum share repurchase amount (1–2–3–4–5+6) |
13,123,233,960,898 |
(1) On a separate basis
(2) Includes hybrid bonds and gains from disposal of treasury shares
| 【Treasury Shares Held Prior to Execution of Agreement】 |
| (Unit: shares) |
| Change | ||||||||||||||||||
|
Method of acquisition
|
Type of
|
Beginning
|
Acquired
|
Disposed
|
Cancelled
|
End
|
Notes
| |||||||||||
| Acquisition within limit based on maximum amount of dividends payable | Direct acquisition | Direct acquisition through stock exchange | Common shares | 7,609,263 | — | — | — | 7,609,263 | — | |||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Over-the-counter acquisition | Common shares | — | — | — | — | — | — | |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Tender offer | Common shares | — | — | — | — | — | — | |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Subtotal (a) | Common shares | 7,609,263 | — | — | — | 7,609,263 | — | |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Acquisition through broker | Held in trust by broker | Common shares | — | — | — | — | — | — | ||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Held by Company | Common shares | — | — | — | — | — | — | |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Subtotal (b) | Common shares | — | — | — | — | — | — | |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Other acquisition (c) | Common shares | — | — | — | — | — | — | |||||||||||
| Change | ||||||||||||||||||
| Method of acquisition
|
Type of
|
Beginning
|
Acquired
|
Disposed
|
Cancelled
|
End
|
Notes
| |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
| Total (a+b+c) | Common shares | 7,609,263 | — | — | — | 7,609,263 | — | |||||||||||
| Preferred shares | — | — | — | — | — | — | ||||||||||||
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.
| SK TELECOM CO., LTD. |
| (Registrant) |
| By: /s/ Jung Hwan Choi |
| (Signature) |
| Name: Jung Hwan Choi |
| Title: Senior Vice President |
Date: August 28, 2020