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 October 2016
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrant’s 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 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 on the Results of the Stock Swap
Note: Capitalized terms without definitions herein have the meanings ascribed to them in the Prospectus filed with the Securities and Exchange Commission under cover of Form CB on September 21, 2016.
| I. | Schedule |
A comprehensive stock swap (the “Stock Swap”) pursuant to which common shares of Hyundai Securities Co., Ltd. (“Hyundai Securities”) will be exchanged for common shares of KB Financial Group Inc. (“KB Financial Group”) will proceed in accordance with Article 62-2 of the Financial Holding Company Act, Article 165-4 of the Financial Investment Services and Capital Markets Act (the “FSCMA”), Article 176-6 of the Enforcement Decree of the FSCMA and Articles 360-2 to 360-14 of the Korean Commercial Code (the “KCC”).
The Stock Swap will proceed as a small-scale stock swap for KB Financial Group. Accordingly, an approval by the board of directors will replace an approval of the general meeting of shareholders and no appraisal rights are granted to the dissenting shareholders of KB Financial Group.
The Stock Swap will proceed as an ordinary stock swap for Hyundai Securities, which requires an approval by the general meeting of shareholders. Appraisal rights are granted to the dissenting shareholders of Hyundai Securities.
| Event |
KB Financial Group | Hyundai Securities | ||||
| Date of the board resolution | August 2, 2016 | August 2, 2016 | ||||
| Public announcement of the record date and the closure of the shareholder register | August 2, 2016 (Public announcement by KB Financial |
September 1, 2016 | ||||
| Date of the Stock Swap Agreement | August 2, 2016 | August 2, 2016 | ||||
| Record date | August 12, 2016 | September 9, 2016 | ||||
| Notice of convening of a general meeting of shareholders | — | September 23, 2016 | ||||
| Public announcement or notice of small-scale stock swap | August 9, 2016 | — | ||||
| Closure of the shareholder register | Start date | August 13, 2016 | September 10, 2016 | |||
| End date | August 18, 2016 | September 13, 2016 | ||||
| Dissent filing period | Start date | August 9, 2016 | August 2, 2016 | |||
| End date | August 22, 2016 | October 3, 2016 | ||||
| Date of the board resolution or the resolution of the general meeting of shareholders for approval of the Stock Swap | October 4, 2016 (Meeting of the board of directors) |
October 4, 2016 (Extraordinary | ||||
| Appraisal right exercise period | Start date | — | October 4, 2016 | |||
| End date | — | October 14, 2016 | ||||
| Date of submission of old share certificates and public announcement/notice of invalidation by the entity that will become the wholly-owned subsidiary | — | October 7, 2016 | ||||
| Date of payment of share purchase price to dissenting shareholders exercising appraisal rights | — | October 17, 2016 | ||||
| End date for submission of old share certificates | — | October 18, 2016 | ||||
| Stock Swap Date | October 19, 2016 | October 19, 2106 | ||||
| Trading suspension period for shares of Hyundai Securities | — | October 17 – 31, 2016 | ||||
| Expected registration date of the Stock Swap | October 20, 2016 | — | ||||
| Expected date of listing application for new shares | October 24, 2016 | — | ||||
| Expected date of delivery of new share certificates | October 31, 2016 | — | ||||
| Expected listing of new shares and delisting of shares of Hyundai Securities | November 1, 2016 | November 1, 2016 | ||||
| 1. | The schedule above is the expected schedule as of October 19, 2016 and may change subject to consultation with or approval by the relevant authorities or consultation between the contracting parties. |
| 2. | The schedule above is an accelerated stock swap schedule in accordance with Article 62-2 of the Financial Holding Company Act, and certain dates are accelerated compared to a stock swap schedule in accordance with the KCC. Pursuant to Article 62-2 of the Financial Holding Company Act, the exercise of appraisal rights may occur within 10 days from the date of resolution of the general meeting of the shareholders, and pursuant to paragraph (2) of Article 62-2 of the Financial Holding Company Act, the public announcement and notice regarding the submission and invalidation of old share certificates held by the shareholders of Hyundai Securities may be accelerated to 5 days prior to the Stock Swap Date. |
| II. | Share Ownership of the Largest Shareholder |
| 1. | Changes in Share Ownership of the Largest Shareholders Before and After the Stock Swap |
| Classification |
Shares Owned Before the Stock Swap | Shares Owned After the Stock Swap | ||||||
| KB Financial Group | Hyundai Securities | KB Financial Group | Hyundai Securities | |||||
| Name of the largest shareholder |
Korean National Pension Service (Korean National Pension |
KB Financial Group | Korean National Pension Service (Korean National Pension |
KB Financial Group | ||||
| Total number of shares owned by the largest shareholder |
36,826,207 shares | 70,096,280 shares | 40,655,531 shares | 236,612,530 shares | ||||
| Percentage of shareholding of the largest shareholder |
9.53% | 29.62% | 9.72% | 100% | ||||
| 1. | All of the shares of KB Financial Group and Hyundai Securities before and after the Stock Swap are registered common shares. |
| 2. | The number of shares of KB Financial Group owned by the Korean National Pension Service after the Stock Swap was calculated by adding 36,826,207 shares of KB Financial Group owned by the Korean National Pension Service before the Stock Swap (as of August 12, 2016) and 3,829,324 new shares of KB Financial Group to be allotted to the Korean National Pension Service pursuant to the Stock Swap (as of September 9, 2016, calculated by multiplying the swap ratio to 20,077,073 shares of Hyundai Securities owned by the Korean National Pension Service before the Stock Swap). |
| 3. | The percentage of shareholding of the largest shareholder of KB Financial Group after the Stock Swap may change due to fractional shares resulting from the allotment of new shares of KB Financial Group. |
| 2. | Planned Sale of Shares by the Largest Shareholder After the Stock Swap |
Such matter pertains to the business strategy of KB Financial Group and there are currently no such plans.
| 3. | Restrictions on Disposals of Shares Owned by the Largest Shareholder After the Stock Swap |
Not applicable
| III. | Matters Relating to Appraisal Rights |
| 1. | Share Purchase Price and Calculation Method |
| A. | Common Shares of KB Financial Group |
With respect to KB Financial Group, the Stock Swap will proceed as a small-scale stock swap pursuant to Article 360-10 of the KCC and accordingly, no appraisal rights will be granted to the dissenting shareholders of KB Financial Group.
| B. | Common Shares of Hyundai Securities |
| Hyundai Securities’ proposed purchase price for consultation |
KRW6,637 | |
| Calculation criteria | Calculated in accordance with the method prescribed by paragraph (3)-1 of Article 62-2 of the Financial Holding Company Act and paragraph (1) of Article 33-2 of its Enforcement Decree, as well as paragraph (3)-1 of Article 176-7 of the Enforcement Decree of the FSCMA. | |
| If no agreement is reached on the share purchase price | (1) Pursuant to paragraph (4) Article 62-2 of the Financial Holding Company Act, if the company or shareholders holding at least 30% of the number of shares in respect of which appraisal rights have been exercised opposes the share purchase price proposed by the company, such company or shareholders concerned may file an application for the adjustment of the share purchase price with the FSC 10 days prior (Friday, November 4, 2016) to the payment date of the share purchase price. (2) Pursuant to paragraph (3) of Article 165-5 of the FSCMA, if the company or a shareholder exercising appraisal rights contests the share purchase price proposed by the company, it may request a court to determine the share purchase price. With respect to whether a court may be requested to determine the share purchase price, please note that the courts may interpret paragraph (3) of Article 62-2 of the Financial Holding Company Act differently. | |
| 1. | In the event that the shareholders contesting the above expected share purchase price apply for an adjustment of the share purchase price with the FSC or request a court to determine the share purchase price, such application or request will not affect the Stock Swap procedures and the purchase price determined by such application or request shall have effect only with respect to those shareholders who had made such application or request. |
[Method of Determination of the Expected Share Purchase Price]
(Calculation date: August 1, 2016)
| Item |
Amount (KRW) | Calculation Period | ||
| 1 Volume weighted average of the closing prices of Hyundai Securities common shares for the most recent two-month period |
6,472 | June 2, 2016 — August 1, 2016 | ||
| 2 Volume weighted average of the closing prices of Hyundai Securities common shares for the most recent one-month period |
6,604 | July 2, 2016 — August 1, 2016 | ||
| 3 Volume weighted average of the closing prices of Hyundai Securities common shares for the most recent one-week period |
6,834 | July 26, 2016 — August 1, 2016 | ||
| Share Purchase Price [(①+②+③)/3] |
6,637 | — |
The table below shows the closing prices and trading volumes for the two-month period preceding the calculation date of August 1, 2016.
| Date |
Closing Price (KRW) | Trading Volume (Shares) | Closing Price x Trading Volume (KRW) | |||||||||
| June 2, 2016 (Thu) |
6,460 | 1,046,348 | 6,759,408,080 | |||||||||
| June 3, 2016 (Fri) |
6,500 | 953,966 | 6,200,779,000 | |||||||||
| June 7, 2016 (Tue) |
6,730 | 1,440,600 | 9,695,238,000 | |||||||||
| June 8, 2016 (Wed) |
6,710 | 1,350,803 | 9,063,888,130 | |||||||||
| June 9, 2016 (Thu) |
6,810 | 2,357,531 | 16,054,786,110 | |||||||||
| June 10, 2016 (Fri) |
6,790 | 1,318,198 | 8,950,564,420 | |||||||||
| June 13, 2016 (Mon) |
6,580 | 1,385,332 | 9,115,484,560 | |||||||||
| June 14, 2016 (Tue) |
6,580 | 1,793,740 | 11,802,809,200 | |||||||||
| June 15, 2016 (Wed) |
6,470 | 990,996 | 6,411,744,120 | |||||||||
| June 16, 2016 (Thu) |
6,320 | 1,417,129 | 8,956,255,280 | |||||||||
| June 17, 2016 (Fri) |
6,380 | 727,054 | 4,638,604,520 | |||||||||
| June 20, 2016 (Mon) |
6,470 | 939,061 | 6,075,724,670 | |||||||||
| June 21, 2016 (Tue) |
6,470 | 562,736 | 3,640,901,920 | |||||||||
| June 22, 2016 (Wed) |
6,540 | 1,310,031 | 8,567,602,740 | |||||||||
| June 23, 2016 (Thu) |
6,650 | 978,792 | 6,508,966,800 | |||||||||
| June 24, 2016 (Fri) |
6,270 | 19,943,185 | 125,043,769,950 | |||||||||
| June 27, 2016 (Mon) |
6,150 | 1,892,148 | 11,636,710,200 | |||||||||
| June 28, 2016 (Tue) |
6,210 | 1,275,428 | 7,920,407,880 | |||||||||
| June 29, 2016 (Wed) |
6,270 | 1,144,815 | 7,177,990,050 | |||||||||
| June 30, 2016 (Thu) |
6,260 | 614,810 | 3,848,710,600 | |||||||||
| July 1, 2016 (Fri) |
6,360 | 780,608 | 4,964,666,880 | |||||||||
| July 4, 2016 (Mon) |
6,340 | 660,656 | 4,188,559,040 | |||||||||
| July 5, 2016 (Tue) |
6,330 | 719,567 | 4,554,859,110 | |||||||||
| July 6, 2016 (Wed) |
6,210 | 1,291,183 | 8,018,246,430 | |||||||||
| July 7, 2016 (Thu) |
6,270 | 583,704 | 3,659,824,080 | |||||||||
| July 8, 2016 (Fri) |
6,210 | 806,113 | 5,005,961,730 | |||||||||
| July 11, 2016 (Mon) |
6,390 | 1,117,011 | 7,137,700,290 | |||||||||
| July 12, 2016 (Tue) |
6,380 | 832,356 | 5,310,431,280 | |||||||||
| July 13, 2016 (Wed) |
6,450 | 1,332,607 | 8,595,315,150 | |||||||||
| July 14, 2016 (Thu) |
6,460 | 1,008,534 | 6,515,129,640 | |||||||||
| July 15, 2016 (Fri) |
6,550 | 1,673,521 | 10,961,562,550 | |||||||||
| July 18, 2016 (Mon) |
6,630 | 1,195,638 | 7,927,079,940 | |||||||||
| July 19, 2016 (Tue) |
6,580 | 854,243 | 5,620,918,940 | |||||||||
| July 20, 2016 (Wed) |
6,630 | 1,019,119 | 6,756,758,970 | |||||||||
| July 21, 2016 (Thu) |
6,670 | 1,037,354 | 6,919,151,180 | |||||||||
| July 22, 2016 (Fri) |
6,760 | 1,269,187 | 8,579,704,120 | |||||||||
| July 25, 2016 (Mon) |
6,800 | 1,504,675 | 10,231,790,000 | |||||||||
| July 26, 2016 (Tue) |
6,840 | 1,136,245 | 7,771,915,800 | |||||||||
| July 27, 2016 (Wed) |
6,820 | 1,270,644 | 8,665,792,080 | |||||||||
| July 28, 2016 (Thu) |
6,720 | 1,141,727 | 7,672,405,440 | |||||||||
| July 29, 2016 (Fri) |
6,880 | 2,428,427 | 16,707,577,760 | |||||||||
| August 1, 2016 (Mon) |
6,860 | 1,202,848 | 8,251,537,280 | |||||||||
| A. Volume weighted average of the closing prices for the most recent two-month period | 6,472 | |||||||||||
| B. Volume weighted average of the closing prices for the most recent one-month period | 6,604 | |||||||||||
| C. Volume weighted average of the closing prices for the most recent one-week period | 6,834 | |||||||||||
| D. Share purchase price based on arithmetic mean [(A+B+C)/3] | 6,637 | |||||||||||
| 2. | Exercise of Appraisal Rights |
| A. | KB Financial Group |
With respect to KB Financial Group, the Stock Swap will proceed as a small-scale stock swap pursuant to Article 360-10 of the KCC and accordingly, no appraisal rights will be granted to the dissenting shareholders of KB Financial Group.
| B. | Hyundai Securities |
| Company |
Proposed share purchase price |
Appraisal right exercise period |
Shareholder exercising appraisal rights |
Repurchased shares (common shares) |
Payment1 (KRW) |
Payment date of share purchase price |
Source of | |||||||||||
| Hyundai Securities | KRW6,637 per common share |
October 4–14, 2016 |
65 individual shareholders | 18,311 | 121,530,107 | October 17, 2016 |
Available funds | |||||||||||
| Deutsche Bank AG | 170,177 | 1,129,464,749 | ||||||||||||||||
| Total |
— | — | 66 shareholders | 188,488 | 1,250,994,856 | — | — | |||||||||||
| 1. | Based on the share purchase price proposed by Hyundai Securities. |
| 3. | Disposal of Treasury Shares Acquired as a Result of Exercise of Appraisal Rights |
KB Financial Group plans to allot newly issued common shares of KB Financial Group for treasury shares acquired by Hyundai Securities as a result of the exercise of appraisal rights by dissenting shareholders of Hyundai Securities. Hyundai Securities must dispose of common shares of KB Financial Group so allotted within three years of the acquisition date in accordance with Article 62-2 of the Financial Holding Company Act, and such disposal may have an effect on the market price of the common shares of KB Financial Group, as well as a dilutive effect on the share ownership percentages of the existing shareholders of KB Financial Group.
| IV. | Matters Relating to Creditor Protection |
Not applicable
| V. | Legal Proceedings |
As of the Stock Swap Date, there are no legal proceedings involving KB Financial Group or Hyundai Securities the outcome of which may have a material adverse effect on the effectiveness of the Stock Swap.
| VI. | Matters Relating to Allotment of New Shares |
| 1. | Allotment of New Shares |
On the Stock Swap Date (October 19, 2016 00:00), KB Financial Group plans to allot to the shareholders registered in the shareholder register of Hyundai Securities (other than KB Financial Group), 0.1907312 newly issued common share of KB Financial Group (par value KRW5,000 per share, expected to be delivered on October 31, 2016) for each common share of Hyundai Securities (par value KRW5,000 per share) held by such shareholders. In connection therewith, common shares of Hyundai Securities held by such shareholders who will be allotted newly issued common shares of KB Financial Group pursuant to the Stock Swap are expected to be transferred to KB Financial Group on the Stock Swap Date. In addition, KB Financial Group plans to allot newly issued common shares of KB Financial Group for treasury shares held by Hyundai Securities (including shares purchased as a result of the exercise of appraisal rights by dissenting shareholders of Hyundai Securities).
The total number of common shares that are expected to be newly issued and allotted to shareholders of Hyundai Securities (other than KB Financial Group) is 31,759,844 common shares of KB Financial Group.
| 2. | Treatment of Fractional Shares Resulting from Allotment of New Shares |
In respect of any resulting fractional shares, KB Financial Group expects to pay in cash to the relevant shareholders of Hyundai Securities, within one month from the Stock Swap Date, an amount calculated based on the closing price of the newly issued common shares of KB Financial Group on the first day of trading of such shares on the KRX KOSPI Market of the Korea Exchange.
| 3. | Payment of Additional Consideration |
Other than the distribution of common shares of KB Financial Group to shareholders of Hyundai Securities (in exchange for common shares of Hyundai Securities) in accordance with the swap ratio and the payment for fractional shares, no additional consideration will be paid with respect to the Stock Swap.
| 4. | Compensation for Specific Shareholders |
There will be no direct or indirect additional compensation, such as payment of special consideration by one party or its specially-related parties to specific shareholders of the counterparty, in connection with the Stock Swap.
| VII. | Summary of Financial Information Before and After the Stock Swap |
[KB Financial Group]
(Unit: KRW millions)
| Items |
Before the Stock Swap | After the Stock Swap | Change Increase / (Decrease) |
|||||||||
| Cash and due from financial institutions |
33,280 | 33,280 | — | |||||||||
| Financial assets at fair value through profit or loss |
201,843 | 201,843 | — | |||||||||
| Loans |
— | — | — | |||||||||
| Investments in subsidiaries |
18,557,566 | 19,684,214 | 1,126,648 | |||||||||
| Investment in associates |
2,232,915 | 2,232,915 | — | |||||||||
| Property and equipment |
479 | 479 | — | |||||||||
| Intangible assets |
8,348 | 8,348 | — | |||||||||
| Deferred income tax assets |
2,666 | 2,666 | — | |||||||||
| Other assets |
297,786 | 297,786 | — | |||||||||
| Total assets |
21,334,883 | 22,461,531 | 1,126,648 | |||||||||
| Debts |
85,000 | 85,000 | — | |||||||||
| Debentures |
2,745,173 | 2,745,173 | — | |||||||||
| Net defined benefit liabilities |
1,721 | 1,721 | — | |||||||||
| Current income tax liabilities |
210,761 | 210,761 | — | |||||||||
| Other liabilities |
89,526 | 89,526 | — | |||||||||
| Total liabilities |
3,132,181 | 3,132,181 | — | |||||||||
| Share capital |
1,931,758 | 2,090,557 | 158,799 | |||||||||
| Capital surplus |
13,513,809 | 14,481,658 | 967,849 | |||||||||
| Accumulated other comprehensive income |
(5,035 | ) | (5,035 | ) | — | |||||||
| Retained earnings |
3,062,176 | 3,062,176 | — | |||||||||
| Treasury shares |
(300,006 | ) | (300,006 | ) | — | |||||||
| Total equity |
18,202,702 | 19,329,350 | 1,126,648 | |||||||||
| Total liabilities and equity |
21,334,883 | 22,461,531 | 1,126,648 | |||||||||
| 1. | The above statement of the financial position before the Stock Swap is derived from the separate statement of financial position of KB Financial Group as of June 30, 2016. |
| 2. | The above statement of financial position after the Stock Swap reflects only (i) the new shares of KB Financial Group to be issued pursuant to the Stock Swap and (ii) the increase in the number of common shares of Hyundai Securities that KB Financial Group will own after the Stock Swap, and does not reflect any changes that are currently difficult to predict. |
| 3. | The fair market value (fair value as of the Stock Swap Date) of the new shares of KB Financial Group is assumed to be KRW35,474, which was the reference share price used in calculating the swap ratio. |
| 4. | The above statement was prepared based on estimates and may differ from the actual statement of financial position prepared in accordance with K-IFRS. |
[Hyundai Securities]
| * | The summary financial information below differs partially from the information disclosed in the Prospectus submitted on September 21, 2016 in connection with the Stock Swap. |
The main reason for the difference:
Information relating to the actual exercise of appraisal rights by the dissenting shareholders of Hyundai Securities, which was not available when the Prospectus was submitted, has been reflected to provide the investors with more accurate information.
(Unit: KRW)
| Subject |
Before the Stock Swap | After the Stock Swap | Change Increase / (Decrease) |
|||||||||
| Cash and deposits |
1,963,741,408,599 | 1,962,490,413,743 | (1,250,994,856 | ) | ||||||||
| Financial assets at fair value through profit or loss |
13,437,790,931,142 | 13,437,790,931,142 | — | |||||||||
| Derivative financial assets |
471,336,969,132 | 471,336,969,132 | — | |||||||||
| Available-for-sale financial assets |
2,765,039,486,897 | 2,765,039,486,897 | — | |||||||||
| Held-to-maturity financial assets |
10,000,000,000 | 10,000,000,000 | — | |||||||||
| Investments in subsidiaries |
883,741,036,454 | 883,741,036,454 | — | |||||||||
| Investments in associates |
5,837,000,000 | 5,837,000,000 | — | |||||||||
| Loans |
2,203,949,466,119 | 2,203,949,466,119 | — | |||||||||
| Property and equipment |
124,509,150,329 | 124,509,150,329 | — | |||||||||
| Investment property |
53,576,568,229 | 53,576,568,229 | — | |||||||||
| Intangible assets |
58,709,557,680 | 58,709,557,680 | — | |||||||||
| Current tax assets |
26,465,640,397 | 26,465,640,397 | — | |||||||||
| Deferred tax assets |
— | — | — | |||||||||
| Other financial assets |
1,135,069,399,518 | 1,135,069,399,518 | — | |||||||||
| Other non-financial assets |
33,555,597,668 | 33,555,597,668 | — | |||||||||
| Assets held for sale |
25,000,000,000 | 25,000,000,000 | — | |||||||||
| Total assets |
23,198,322,212,164 | 23,197,071,217,308 | (1,250,994,856 | ) | ||||||||
| Deposits received |
1,980,004,348,446 | 1,980,004,348,446 | — | |||||||||
| Financial liabilities at fair value through profit or loss |
7,891,881,429,683 | 7,891,881,429,683 | — | |||||||||
| Derivative financial liabilities |
755,043,525,828 | 755,043,525,828 | — | |||||||||
| Borrowing |
8,170,935,530,752 | 8,170,935,530,752 | — | |||||||||
| Current tax liabilities |
— | — | — | |||||||||
| Net defined benefit liabilities |
9,733,901,000 | 9,733,901,000 | — | |||||||||
| Deferred tax liabilities |
6,081,394,192 | 6,081,394,192 | — | |||||||||
| Provisions |
2,599,584,394 | 2,599,584,394 | — | |||||||||
| Other financial liabilities |
1,021,779,552,858 | 1,021,779,552,858 | — | |||||||||
| Other non-financial liabilities |
50,156,660,452 | 50,156,660,452 | — | |||||||||
| Total liabilities |
19,888,215,927,605 | 19,888,215,927,605 | — | |||||||||
| Capital stock |
1,183,062,650,000 | 1,183,062,650,000 | — | |||||||||
| Other paid-in capital |
1,023,036,247,788 | 1,021,785,252,932 | (1,250,994,856 | ) | ||||||||
| Retained earnings |
966,654,628,458 | 966,654,628,458 | — | |||||||||
| Elements of other shareholders’ equity |
137,352,758,313 | 137,352,758,313 | — | |||||||||
| Total equity |
3,310,106,284,559 | 3,308,855,289,703 | (1,250,994,856 | ) | ||||||||
| Total liabilities and equity |
23,198,322,212,164 | 23,197,071,217,308 | (1,250,994,856 | ) | ||||||||
| 1. | The above statement of the financial position before the Stock Swap is derived from the separate statement of financial position of Hyundai Securities as of June 30, 2016. |
| 2. | The statement of financial position after the Stock Swap reflects changes resulting from the exercise of appraisal rights by the dissenting shareholders of Hyundai Securities. |
| 3. | Unlike a merger, the two parties to a comprehensive stock swap continue to exist after the stock swap. The statement of financial position of Hyundai Securities, which will become a wholly-owned subsidiary, is not affected by the Stock Swap. |
| 4. | The above statement was prepared based on estimates and may differ from the actual statement of financial position prepared in accordance with K-IFRS. |
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: October 19, 2016 |
By: /s/ Jungsoo Huh | |||||
| (Signature) | ||||||
| Name: | Jungsoo Huh | |||||
| Title: | Senior Managing Director | |||||