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Published: 2021-08-27 06:01:54 ET
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6-K/A 1 d219033d6ka.htm FORM 6-K/A Form 6-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K/A

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2021

Commission File Number: 1-13368

 

 

POSCO

(Translation of registrant’s name into English)

 

 

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

(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 submitted to furnish a report or other document that the registrant 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.

 

 

 


Report of Disclosure Revision

 

   

1. Disclosure Documents in relation with Revision

 

   Decision on Issuance of Exchangeable Bonds
   

2. Submission date of documents

 

   August 20, 2021
   

3. Reason for Revision

 

   A simple error in the start date of the exchange period
 

4. Revised Information

 

     

information

 

   before revision    after revision
     

9. Details of exchange

 

•   Exchange period

 

•   Start date

 

  

2021-10-11

 

(Year-Month-Date)

  

2021-10-12

 

(Year-Month-Date)

Decision on Issuance of Exchangeable Bonds

 

         
1. Type of bonds    Series No.    —      Type   

Foreign
currency denominated
exchangeable bonds

 

   

2. Total face value of bonds (or electronically registered bonds) (KRW)

 

   1,449,965,088,000
       
2-1 (Overseas issuance of convertible bonds)   

Total face value of bonds (or electronically registered bonds) (currency unit)

 

   1,065,900,000    EUR : Euro
  

Basic exchange rate, etc.

 

   1,360.32
  

Region of issuance

 

   Financial markets in Asia and Europe
  

Name of exchange (if overseas listing)

 

   Singapore Stock Exchange
     
3. Purpose of financing   

Facility investment (KRW)

 

   1,014,975,561,600
  

Business acquisition (KRW)

 

   —  
  

Operating capital (KRW)

 

   —  
  

Debt repayment (KRW)

 

   144,996,508,800
  

Acquisition of securities issued by other corporations (KRW)

 

   289,993,017,600
  

Other purposes (KRW)

 

   —  
     
4. Interest rate   

Coupon rate (%)

 

   0
  

Yield to maturity (%)

 

   -0.78


   

5. Maturity date of bonds

 

   2026-09-01
   

6. Method of interest payment

 

   No interest payment
   
7. Method of principal repayment   

1. Repayment at maturity: Repayment will be made early before reaching maturity or it will be made at once at maturity for the remaining principal of the bonds whose exchange rights have not been exercised.

 

2. Early repayment: The Company has the right to make an early repayment (“Call Option”) and bondholders have the right to claim an early repayment (“Put Option”)

 

   

8. Method of bond issuance

 

   Private offering
     
9. Details of exchange   

Exchange ratio (%)

 

   100
  

Exchange price (KRW/share)

 

   494,450
   Calculation of exchange price   

Considering the exchange premium, the exchange price has been determined as approximately 145% of the closing price of the listed stocks on the Korea Exchange.

 

   Object of exchange   

Class of shares

 

   Registered common stocks issued by the Company (treasury stocks)
  

Number of shares

 

   2,932,480
  

Ratio to total number of shares (%)

 

   3.4
   Exchange period   

Start date

 

   2021-10-12
  

End date

 

   2026-08-22
   Details on exchange price adjustment   

In the event of any reasons for adjustment of the exchange price, such as capital increase without consideration, stock split, reverse stock split, change of stock class, issuance of options or warrants to shareholders, stock dividends, cash dividends, issuance of new shares below market price, etc., the exchange price will be adjusted according to the relevant bond conditions.

 


   
9-1. Details of option   

a. The bondholder may exercise the right to claim an early repayment (“Put Option”)

 

•   After three years from the date of payment (September 1, 2024);

 

•   In case change of control of the Company occurs; or

 

•   When the Company-issued stocks are delisted (or suspended from trading for 30 or more consecutive trading days)

 

b. The issuer may exercise the right to make an early repayment (“Call Option”):

 

•   When the share price (based on the closing price) of 20 trading days out of 30 consecutive trading days during the 3 years from the date of payment (September 1, 2024) until 30 business days before the maturity of the bonds is 130% or more of the exchange price;

 

•   When the outstanding balance of bonds is less than 10% of the total issue amount (clean up call); or

 

•   When reasons for additional tax burden occur due to amendment of related laws and regulations

 

   

10. Date of subscription

 

   2021-08-13
   

11. Date of payment

 

   2021-09-01
   
12. Lead underwriter   

J.P. Morgan Securities

 

BNP Paribas

 

HSBC

 

   

13. Guarantor

 

   —  
   

14. Date of board resolution (decision date)

 

   2021-08-13
     

•   Attendance of outside directors

  

Present(No.)

 

   7
  

Absent(No.)

 

   0
   

•   Attendance of auditors (members of Audit Committee)

 

   Present
   

15. Subject to filing of securities registration statement?

 

   No
   
16. Reasons for exemption from filing securities registration statement, if exempted   

•   Subject to exemption from filing: Yes

 

•   Reason for exemption: In accordance with subparagraph 5, paragraph 2, Article 2-2-2 of Regulation on Securities Issuance and Disclosures, residents are prohibited from acquiring relevant securities within one year from the date of issuance

 


   

17. Details of securities lending & borrowing related to overseas issuance of bonds - purpose, number of securities, information of lenders & borrowers, scheduled date of disposal, terms of lending & borrowing (lending period, terms of repayment, interest), repayment method, linkage to issuance of the concerned EBs, fees, etc.

 

   —  
   

18. Subject to reporting to the Fair Trade Commission?

 

   No


   

19. Other matters to be factored into investment decisions

  

a. The above ‘2. Total face value of bonds (or electronically registered bonds) (KRW)’ is determined at EUR 1,065,900,000 through investor subscription following resolution by the board of directors.

 

b. These bonds are those denominated in foreign currency by applying the basic exchange rate (basic exchange rate (EUR/KRW 1,360.32) at Seoul Money Brokerage Services on August 13, 2021) and converted from EUR into KRW to fill above ‘2. Total face value of bonds (or electronically registered bonds) (KRW).

 

c. The interest rate of these bonds at maturity is determined at -0.78% through investor subscription following the board of directors resolution.

 

d. Above ‘3. Purpose of financing’ of these bonds is to make an ESG investment, etc. including investment in equity and facilities.

 

e. The ‘Exchange price (KRW/share)’ under ‘9. Details of exchange’ of these bonds is determined at 145% of the closing price of the shares listed on the Korea Exchange through investor subscription following resolution by the board of directors.

 

f. Above ‘Object of exchange’ under ‘9. Details of exchange’ is determined at 2,932,480 shares through investor subscription following a resolution by the board of directors.

 

g. Matters regarding exchange rights:

 

(a) Exchange rights exercise period: From the 41st day from the payment date to 10 days before reaching the bond maturity date

 

(b) Adjustment of exchange price: In the event of any reasons for adjustment of the exchange price, such as capital increase without consideration, stock split, reverse stock split, change of stock class, issuance of options or warrants to shareholders, stock dividends, cash dividends, other asset dividends, issuance of new shares below market price, etc., the exchange price will be adjusted according to the relevant bond conditions. However, if the adjustment amount of the exchange price is less than 1% of the existing exchange price, it will be carried over to when the next adjustment reason occurs rather than adjusting the exchange price.

 

h. Under the conditions of issuance of the bonds, residents are prohibited from acquiring them for one year from the issuance date in accordance with the Foreign Exchange Transactions Act.

 


[Details of Issuance to Designated Purchasers]

 

Name   

Relationship to company or the largest shareholder

 

   Total face value of bonds (or electronically registered bonds) (KRW)
     
—      —      —  

[Intended Use of Funds]

 

 

The Company aims to diversify its business into the secondary battery and hydrogen field and intends to commercialize them as its core business, and as part of such efforts, it is executing and planning investments overseas.

 

In relation to the above, the funds raised from issuing these exchangeable bonds are scheduled to be used for investing in secondary battery material facilities & equity, hydrogen facilities, and green hydrogen-related equity, etc.

 


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.

 

                                     POSCO
    (Registrant)

Date: August 27, 2021

    By  

/s/ Chung, Kyung-Jin

      (Signature)
      Name: Chung, Kyung-Jin
      Title: Head of Finance Office