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 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 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 ☐

 

 

 

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 Corporation will absorb KT NexR (Small-scale merger)

•  Surviving Entity (Listed): KT Corporation

•  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 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 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 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 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 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 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 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.)
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