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 OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF AUGUST 2020

Commission File Number: 333-04906

 

 

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

 

 

65, Euljiro, Jung-gu

Seoul 04539, 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 submission to furnish a report or other document that the registration 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.

 

 

 

Decision to Enter into Share Repurchase Agreement

On August 27, 2020, the board of directors of SK Telecom Co., Ltd. (the “Company”) approved the Company’s entry into a share repurchase agreement (the “Agreement”) with SK Securities Co., Ltd. (“SK Securities”) pursuant to which the Company will engage SK Securities to effect repurchases of common shares of the Company.

 

1. Amount of Agreement (Won)						500,000,000,000
2. Agreement Period				From		August 28, 2020
				To		August 27, 2021
3. Purpose of Agreement						Enhancement of shareholder value through stabilization of stock price
4. Counterparty						SK Securities
5. Expected Date of Execution						August 28, 2020
6. Treasury Shares Held Prior to Agreement		Acquisition within Limit Based on Maximum Amount of Dividends Payable		Common     shares		7,609,263		Ratio (%)		9.4
				Preferred     shares		—		Ratio (%)		—
		Other Acquisition		Common     shares		—		Ratio (%)		—
				Preferred     shares		—		Ratio (%)		—
7. Date of Resolution by the Board of Directors						August 27, 2020
- Attendance of Outside Directors				Present		5
				Absent		—
- Attendance of Auditors (Audit Committee Members who are not Outside Directors)						—
8. Investment Brokerage Agent						SK Securities

9. Other Matters Relating to an Investment Decision

 

【Maximum Share Repurchase Amount】

 

Item				Amount (Won)
1. Maximum Amount of Dividends Payable as of December 31, 2019 under the Korean Commercial Code(1)		A. Net assets		17,389,738,915,635
		B. Amount of capital		44,639,473,000
		C. Sum of capital reserve and earned surplus reserve accumulated as of December 31, 2019(2)		3,469,898,857,643
		D. Unrealized profits determined by Presidential Decree under the Korean Commercial Code		20,602,144,094
		Subtotal (A–B–C–D)		13,854,598,440,898
2. Amount of share repurchase after December 31, 2019				—
3. Amount of dividends approved by general meeting of shareholders after December 31, 2019 and related earned surplus reserves				658,228,032,000

Item		Amount (Won)
4. Amount of quarterly and interim dividends approved by board of directors after December 31, 2019 and related earned surplus reserves		73,136,448,000
5. Amount subject to a trust agreement		—
6. Acquisition price of treasury shares disposed after December 31, 2019 (applying moving average method)		—
Maximum share repurchase amount (1–2–3–4–5+6)		13,123,233,960,898

⁽¹⁾ On a separate basis

⁽²⁾ Includes hybrid bonds and gains from disposal of treasury shares

 

【Treasury Shares Held Prior to Execution of Agreement】

 

(Unit: shares)

 

										Change
Method of acquisition						Type of shares		Beginning		Acquired (+)		Disposed (–)		Cancelled (–)		End		Notes
Acquisition within limit based on maximum amount of dividends payable		Direct acquisition		Direct acquisition through stock exchange		Common shares		7,609,263		—		—		—		7,609,263		—
						Preferred shares		—		—		—		—		—		—
				Over-the-counter acquisition		Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
				Tender offer		Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
				Subtotal (a)		Common shares		7,609,263		—		—		—		7,609,263		—
						Preferred shares		—		—		—		—		—		—
		Acquisition through broker		Held in trust by broker		Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
				Held by Company		Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
				Subtotal (b)		Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
Other acquisition (c)						Common shares		—		—		—		—		—		—

										Change
Method of acquisition						Type of shares		Beginning		Acquired (+)		Disposed (–)		Cancelled (–)		End		Notes
						Preferred shares		—		—		—		—		—		—
Total (a+b+c)						Common shares		7,609,263		—		—		—		7,609,263		—
						Preferred shares		—		—		—		—		—		—

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.

 

Date: August 28, 2020