KT CORP — Capital/Financing Update 2009

Mar 5, 2009

6-K 1 h03168e6vk.htm FORM 6-K e6vk PAGEBREAK

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 March 2009

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

206 Jungja-dong Bundang-gu, Sungnam Kyunggi-do 463-711 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 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 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 o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

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This Current Report on Form 6-K is being filed to be incorporated by reference into Registration Statement No. 333-156817 on Form F-4, effective February 19, 2009, relating to the merger proposal.

Issuing Exchangeable Bonds

On January 20, 2009, the board of directors of KT Corporation resolved to issue exchangeable bonds to NTT Docomo, INC. as a result of the merger agreement between KT Corporation and KT Freetel Co., Ltd. After the resolution by the board of directors the issuing date of the hereby mentioned exchangeable bonds has been amended as follows:

Item	Before Amendment	After Amendment
5. Maturity Date	May 13, 2014	May 12, 2014
9. Conditions of exchange	May 13, 2014	May 12, 2014
11. Payment date	May 14 2009	May 13 2009

1. Type of exchangeable bonds Series no. Type registered foreign private exchangeable bond

2. Total face value issuing amount(KRW)		344,409,633,900
2-1 (foreign issuance)	Total amount(currency)	253,261,000 USD
	Exchange rate	1359.90
	Place of issue	Japan
	Name of foreign market	—
3. Purpose of
fund raising	Investments in property,
plant and
equipment(KRW)	—
	Operating funds(KRW)	—
	Share purchase of other
companies (KRW)	—
	Others(KRW)	344,409,633,900
4. Interest rate	Coupon rate	—
	Yield to maturity	2.024%
5. Maturity date		May 12, 2014
6. Interest payment method		Payable twice a year in arrear(every six months)

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7. Method of principal payment		Lump-sum payment on maturity date
8. Method of issuance		Private
9. Conditions of exchange	Exchange rate (%)	100
	Exchange price per share (KRW/Share)	40,743
	Shares to be
exchanged	KT common stocks or KT ADRs
	Period of exercise	May 19, 2009 through May 12, 2014
10. Subscription application date		January 20, 2009
11. Payment date		May 13, 2009
12. Underwriter		JP Morgan
13. Guarantor
14. Resolution date of board of directors		January 20, 2009
		- attendance of directors : 5 of 5
		- attendance of audit committee members : present
15. Filing of registration statement		exempt (private)
16. Details of relation to overseas issued stock lending		None
17. Applicability of Fair Trade Act		None

18.	Other matters to be considered in investment decisions:
a.	The coupon rate of the above mentioned bond (“4.
Interest rate”) is as follows:
- 1st and 2nd year : 3%, 3rd year : 2%, 4th and 5th year : 1%
b.	Matters related to adjustment of exchange price

1) Dividend, share split, share merge

• adjusted price = exchange price x (original number of shares/new number of shares)

2) Issuance of shares or equity-linked financial instruments to the original shareholders through a method other than the above mentioned below 90% of the arithmetic average(A) of the closing prices of the common stock during a ten business day period

• adjusted price = exchange price x (original no. of shares + presumed additional shares or equity-linked financial instruments issued at price (A))/(original no. of shares + additional shares to be issued through issuance of new shares or equity-linked stocks)

3) i)Issuance of shares to original shareholders through a method other than 1) and 2) not mentioned above at a price lower than 90% of the market price, ii)offering of assets or rights to claim stocks of equivalent value or assets

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• adjusted price = exchange price x ((A)-(value per share of offered shares or assets - cash amount received))/(A)

4) Issuance of shares or equity-linked financial instruments to non-shareholders at lower than 90% of (A)

• adjusted price = exchange price x (original no. of shares + presumed additional shares or equity-linked financial instruments issued at price (A))/((original no. of shares + additional shares issued in accordance with (A))

c. The approval at the respective extraordinary general meeting and governmental approvals are a prerequisite for the above bonds to be issued which are a result of the merger between KT and KTF; the bond is expected to be issued two business days prior to the end of the period for old stock submission.

d. “5. Maturity date”, “9. Conditions of exchange”, “10. Subscription application date” and “11. Payment date” of the above mentioned is subject to change during the merger process.

e. Part of the KTF shares owned by NTT Docomo, Inc will be offered to KT in exchange for the issued bond amount, thus there will be no cash transaction.

f. The contract of the issued bond prohibits residents under the Korean Foreign Exchange Act from purchasing the mentioned bond for a year after the issuing date of the bond.

g. After three years from the issuing date, as soon as the i) share price exceeds 130% of the exchange price at that moment for more than thirty days and ii) the difference between the foreign shareholdings limit and the foreign shareholding percentage is greater than 0.5%, the issuer can make early payments of the exchangeable bonds up to the foreign shareholdings limit provided that it makes a thirty day advanced notice.

h. If the local laws are amended resulting in additional tax burden, the issuer can make early payment on the exchangeable bonds provided that it makes a prior notice of thirty to sixty days.

i. After three years from the issuing date the possessor of the bond can request for early payment on the exchangeable bonds provided that he/she provides 75 day advanced notice.

[Details of bond issuance]

	Relation to company(“KT”)	Total face value issuing amount
Recipient	or largest shareholder	(KRW)
NTT DOCOMO,INC	Shareholder of KTF	344,409,633,900

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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.

Dated: March 5, 2009
KT Corporation
By:	/s/ Thomas Bum Joon Kim
Name:	Thomas Bum Joon Kim
Title:	Managing Director
By:	/s/ Young Jin Kim
Name:	Young Jin Kim
Title:	Director

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