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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2017
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrants name into English)
84, Namdaemoon-ro, Jung-gu, Seoul 04534, 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 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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 on Disposal of Treasury Shares
On June 30, 2017, the board of directors of KB Financial Group Inc. (KB Financial Group) resolved to dispose of a portion of its treasury shares by exchanging such shares for shares of KB Insurance Co., Ltd. (KB Insurance) and KB Capital Co., Ltd. (KB Capital) pursuant to their respective stock swap agreements entered into on April 14, 2017 (the Stock Swap Agreements).
1. Number of treasury shares expected to be disposed | Common shares | 4,440,000 | ||||
Preferred shares | | |||||
2. Reference price of the treasury shares to be disposed (KRW) | Common shares | 48,676 | ||||
Preferred shares | | |||||
3. Expected disposal amount (KRW) | Common shares | 216,121,440,000 | ||||
Preferred shares | | |||||
4. Expected disposal period | From | July 7, 2017 | ||||
To | July 7, 2017 | |||||
5. Purpose of disposal | KB Financial Group plans to acquire a 100% equity interest in each of KB Insurance and KB Capital through comprehensive stock swaps (the Stock Swaps). As the Stock Swaps were approved at the shareholders meetings of KB Insurance and KB Capital on June 22, 2017, thereby meeting the pre-conditions set forth in paragraph (1) of Article 9 of the Stock Swap Agreements, KB Financial Group plans to transfer its treasury shares to the shareholders of KB Insurance and KB Capital as consideration for the Stock Swaps. | |||||
6. Method of disposal | Over-the-counter | |||||
7. Number of treasury shares held before disposal | Acquisitions from Profits Available for Dividend | Common Shares (percentage) | 21,517,802 shares (5.1%) | |||
Other Shares | | |||||
Other Acquisitions |
Common Shares (percentage) |
28,511 shares (0.0%)* * Fractional shares resulting from the allocation of new shares in a stock swap on October 19, 2016 | ||||
Other Shares | | |||||
8. Date of resolution by the board of directors | June 30, 2017 | |||||
Non-executive directors | Present: 7 | |||||
Absent: 0 | ||||||
Attendance of audit committee member who is not a non-executive director | |
9. Other matters to consider before making an investment decision
| This decision on disposal of treasury shares is related to KB Financial Groups Stock Swaps with KB Insurance and KB Capital. As the Stock Swaps were approved at the shareholders meetings of KB Insurance and KB Capital, the pre-conditions set forth in the Stock Swap Agreements have been met. Accordingly, KB Financial Group resolved to dispose of the treasury shares that will be transferred to the shareholders of KB Insurance and KB Capital in the Stock Swaps. |
| The above 2. Reference price of the treasury shares to be disposed is swap value per share pursuant to the Stock Swap Agreements with KB Insurance and KB Capital. |
| The above 3. Expected disposal amount is calculated by multiplying the swap value per share by the number of treasury shares to be disposed. |
| The above 4. Expected disposal period is the date of the Stock Swaps. As KB Financial Group plans to distribute its treasury shares (2,170,943 shares and 2,269,057 shares, respectively) to the shareholders of KB Insurance and KB Capital on such date, the above 6. Method of disposal is indicated as over-the-counter. |
| As cash will be paid for the fractional shares resulting from the Stock Swaps instead of treasury shares, the actual number of treasury shares disposed may be different from the above 1. Number of treasury shares expected to be disposed. |
| For further details regarding the Stock Swaps, please see the Prospectus filed with the Securities and Exchange Commission under cover of Form CB on June 12, 2017. |
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.
KB Financial Group Inc. | ||||||
(Registrant) | ||||||
Date: June 30, 2017 | By: | /s/ Jae Keun Lee | ||||
(Signature) | ||||||
Name: | Jae Keun Lee | |||||
Title: | Managing Director and Chief Financial Officer |