Report of Foreign Issuer (6-k)
February 22 2016 - 9:08AM
Edgar (US Regulatory)
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
February 22, 2016
POSCO
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(Translation of registrant’s name into English)
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POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 135-777
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(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F
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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): [ ]
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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): [ ]
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Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No
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If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
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An English-language translation of documents with respect to Resolution on
Merger decision.
SIGNATURES
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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.
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POSCO
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Date: February 22, 2016
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By:
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/s/ Noh, Min Yong
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Name:
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Noh, Min Yong
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Title:
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Senior Vice President
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Resolution on Merger Decision
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Resolution on Merger decision
On February 19, 2016, the Board of Directors of POSCO resolved to acquire and merge POSCO
GREEN GAS TECHNOLOGY, one of the subsidiaries into POSCO. The type of merger is a “small scale
merger”, which is based on the Article 527-3 of the Commercial Law(Korea).
The information in detail is as follows :
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Enhancing the shareholders’ value by : |
Purpose of the
Merger
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- increasing operational efficiency
- creating synergies between businesses |
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| Effect on Management
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As of the public disclosure date, POSCO holds a 100% stake in POSCO
GREEN GAS TECHNOLOGY. The merger ratio is 1:0, and POSCO will not be
issuing new shares. The status of largest shareholder of POSCO stays
the same.
On the completion of merger, POSCO will remain as a surviving company. |
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Other information
for investors
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By the Article 527-3 of the Commercial Law(Korea), in the case of
small scale merger, appraisal right by stockholders of POSCO is not
applicable.
By the Article 527-4 of the Commercial Law(Korea), this merger may be
canceled if more than 20% stockholders of surviving company notice
objection on merger in writing within two weeks from merger
announcement day. The merger will be approved by The Board of
Directors on March 25, 2016. |
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<Company profile>
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| Company Name |
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POSCO GREEN GAS TECHNOLOGY |
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| Main Business |
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Sales of Synthetic Natural Gas |
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Financial status(2014) (in KRW)
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Total Asset
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894,226,037,501 |
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Total Capital
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68,260,000 |
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Total Liabilities
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214,914,628,914 |
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Sales revenue
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—
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Total Equity
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679,311,408,587 |
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Net profit
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-3,288,591,413 |
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<Timeline>
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Resolution on merger decision(The Board of Directors)
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February 19, 2016 |
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Notice of Closing of the Shareholders Registry
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February 22, 2016 |
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Conclusion of a contract
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February 26, 2016 |
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Record date for Closing of the Shareholders Registry
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March 8, 2016 |
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Period for Closing of the Shareholders Registry
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March 9, 2016~ March 16, 2016 |
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Merger announcement
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March 9, 2016 |
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Period for Receiving Shareholders’ Objection on merger
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March 9, 2016~ March 23, 2016 |
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Resolution on merger approval(The Board of Directors)
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March 24, 2016 |
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Notice of Receiving Creditors’ Objection on merger
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March 29, 2016 |
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Period for Receiving Creditors’ Objection on merger
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March 30, 2016~ April 30, 2016 |
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Date of merger
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May 1, 2016 |
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Notice of completion of merger
(Approval of the Board of Directors required)
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May 13, 2016
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Registration of merger
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May 16, 2016 |
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*The timeline may be adjusted.
*If you wish to object to the merger, please contact Jayne Whalen at Computershare at 201-222-4412
for the objection form. Completed form needs to be faxed to Citibank, N.A., as Depositary, prior to
4:00 p.m. (New York City time) on March 18th, 2016 at 201-222-4593 (attn.: Jayne Whalen).
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