Kaufman & Borad SA
Kaufman & Broad SA: OFFER RESERVED FOR EMPLOYEES KB SHARES 2019
13-May-2019 / 17:58 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Press release
Paris, May 13, 2019
OFFER RESERVED FOR EMPLOYEES
KB SHARES 2019
Kaufman & Broad will launch shortly the offer "KB Shares 2019" reserved for
employees of the group.
Kaufman & Broad's main objective is to involve employees more closely in the
future of the company through the subscription of shares under preferred
terms. Employees are currently the largest shareholder of Kaufman & Broad. A
strong employee shareholding policy contributes to ensure independence and
stability for the company, as well as the opportunity for all to benefit
from its growth.
ISSUER
Kaufman & Broad SA
Listing: Euronext Paris
ISIN Code: FR0004007813 KOF
CONTEXT OF THE TRANSACTION - SECURITIES OFFERED
The offer is implemented in accordance with articles L. 3332-18 et seq. of
the French Labor Code, within the framework of the Group Savings Plan (PEG)
of Kaufman & Broad.
Subscription of shares is based on the 25th resolution of the General
Shareholders' Meeting of May 2, 2019, which authorized the Board of
Directors to proceed with issuance of shares for the benefit of members of
company or group savings plan, with cancellation of the shareholders'
preferential subscription rights.
Pursuant to this authorization, at its meeting of May 2, 2019, the Board of
Directors decided upon the principle of the share offering reserved for
members of the PEG and the main terms and conditions of the capital
increase.
The final terms and conditions of share issuance, in particular the opening
of the subscription period and the subscription price, will be decided at a
later date by the Chairman and Chief Executive Officer acting pursuant to
the powers delegated to him by the Board of Directors.
The volume of the offering shall be set by corporate decision within the
limit of 3% of the share capital, as it will be acknowledged following the
payment of the dividend for the fiscal year ended on November 30, 2018
approved by the Annual Shareholders' Meeting of May 2, 2019, for which
shareholders will have an option of payment of dividend in new shares.
Newly issued shares will be ordinary shares having a par value of EUR 0.26
each. They will carry current dividend entitlement and will be fully
assimilated to the existing shares upon their issuance.
CONDITIONS OF SUBSCRIPTION:
Beneficiaries:
The offer is open to employees of Kaufman & Broad group entities, members of
the PEG, who have accumulated at least three months of service on the last
day of the subscription / revocation period (scheduled for October 31,
2019), retirees or pre-retirees who have retained assets in the PEG.
Subscription Price:
The subscription price for the offered shares will be set by the Chairman
and Chief Executive Officer, acting pursuant to the powers delegated to him
by the Board of Directors. The subscription price will be equal to the
average of the opening prices of the Kaufman & Broad share on 20 trading
days preceding the date of the decision of the Chairman and Chief Executive
Officer fixing the opening of the subscription period, reduced by a discount
of 20 %.
Subscription formula:
Under the offer "KB Shares 2019", the beneficiaries have the possibility to
invest in a leveraged formula which provides for a guarantee of their
investment and a performance based on the increase of the Kaufman & Broad
share price, or, as the case may be, a minimum return.
Shares will be subscribed through the compartment "KB Actions 2019" of the
company shareholding vehicle (fonds commun de placement d'entreprise or
FCPE) "KB ACTIONS " which has been approved by the French Financial Markets
Authority (Autorité des Marchés Financiers or AMF), AMF registration number
FCE20190058.
Lock-up:
Units of the compartment "KB ACTIONS 2019" subscribed in this offering will
be subject to lock-up until July 1st, 2024, except in the case of occurrence
of early release events provided for under French regulations.
Exercise of voting rights:
The voting rights at the general shareholders meetings of Kaufman & Broad
relating to the shares issued in the context of this offer will be exercised
by the supervisory board of the FCPE "KB ACTIONS ".
Investment threshold:
The total of investments made in a savings plan during a year is limited to
25% of the gross annual remuneration (in this offer, the calculation shall
be made taking into account the shares subscribed with the contribution of
the bank). In addition, the investment in the offer is capped at EUR10,000
during the reservation period. This ceiling is reduced if the beneficiary
has not reserved.
INDICATIVE CALENDAR OF THE OFFER
Reservation period: from September 9 to September 23, 2019inclusive
Fixing of the subscription price: scheduled for October 29, 2019
Subscription / revocation period: scheduled from October 30 to October 31,
2019 inclusive
Capital increase: scheduled for November 21, 2019
These dates are indicative and may be subject to change. Dates will be
definitively fixed at a later stage by the decision of the Chairman and
Chief Executive Officer.
LISTING
The admission of the new Kaufman & Broad shares to trading on the Euronext
Paris stock exchange (ISIN code: FR0004007813 KOF) will be requested upon
completion of the capital increase.
HEDGING TRANSACTIONS
The implementation of the leveraged formula may generate, on the part of the
financial institution that is the counterparty of the swap agreement,
hedging transactions prior to the implementation of the offering and during
the entire period of the offering.
This press release is available at www.kaufmanbroad.fr [1]
Contacts
Chief Financial Officer Press Relations
Bruno Coche
01 41 43 44 73
infos-invest@ketb.com
Media relations: Hopscotch Capital:
Valérie Sicard
01 58 65 00 77 / k&b@hopscotchcapital.fr
Kaufman & Broad: Emmeline Cacitti
06 72 42 66 24 / ecacitti@ketb.com
About Kaufman & Broad - Kaufman & Broad has been designing, building, and
selling single-family homes in communities, apartments, and offices on
behalf of third parties for more than 50 years. Kaufman & Broad is one of
the leading French developers-builders due to the combination of its size
and profitability, and the strength of its brand.
This press release is prepared pursuant to Article 1.4(i) and 1.5(h) of the
Regulation Prospectus (EU) 2017/1129, Articles 212-4, 5 ° and 212-5, 6 ° of
the AMF General Regulations and Article 19 of AMF Instruction DOC-2016-14 of
October 21, 2016, as amended on January 15, 2018.
Regulatory filing PDF file
Document title: OFFER RESERVED FOR EMPLOYEES KB SHARES 2019
Document: http://n.eqs.com/c/fncls.ssp?u=BMBSFLBBJP [2]
810499 13-May-2019 CET/CEST
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2: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=0ec046cd113a4fa74cfaeac07a48374e&application_id=810499&site_id=vwd&application_name=news
(END) Dow Jones Newswires
May 13, 2019 11:58 ET (15:58 GMT)
