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Kaufman & Broad SA
Paris, 15th June 2022
OFFER RESERVED FOR EMPLOYEES
KB SHARES 2022
Kaufman & Broad SA will launch shortly the offer "KB Shares 2022" reserved for employees of the group Kaufman & Broad. The main objective of Kaufman & Broad SA is to involve group employees more closely in the future of the company through the subscription of shares under preferred terms and offer them the opportunity to benefit from the company's development. Employees of the group are today among the principal shareholders of Kaufman & Board SA.
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 Company Savings Plan of Kaufman & Broad.
Subscription of shares is based on the 15th resolution of the General Shareholders’ Meeting of May 5, 2022, 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.
The principal terms and conditions of the offering have been set by the Board of Directors on February 25, 2022, and confirmed on May 5, 2022 following to the new authorization granted by the General Shareholders’ Meeting on the same day.
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 maximum number of offered shares is 300,000.
Newly issued shares will be ordinary shares having a par value of € 0.26 each. They will carry current dividend entitlement and will be fully assimilated to the existing shares upon their issuance.
CONDITIONS OF SUBSCRIPTION:
The offer is open to employees of Kaufman & Broad group who have accumulated at least three months of service on the last day of the subscription / revocation period (scheduled for September 16, 2022), retirees or pre-retirees who have retained assets in the savings plan.
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 %.
Under the offer "KB Shares 2022", 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 2022" of the company shareholding vehicle (fonds commun de placement d’entreprise or FCPE) "KB Actions ".
Units of the compartment "KB Actions 2022" subscribed in this offering will be subject to lock-up until July 1st, 2027, 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 SA relating to the shares issued in the context of this offer will be exercised by the supervisory board of the FCPE "KB ACTIONS".
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 €10,000 during the reservation period. This ceiling is reduced if the beneficiary has not reserved.
INDICATIVE CALENDAR OF THE OFFER:
Reservation period: from July 6 to August 9, 2022, inclusive
Fixing of the subscription price: scheduled for September 13, 2022
Subscription / revocation period: scheduled from September 14 to 16, 2022, inclusive
Capital increase: scheduled for October 12, 2022
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.
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.
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 on the website www.kaufmanbroad.fr
About Kaufman & Broad - Kaufman & Broad has been designing, developing, 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.
Kaufman & Broad's Universal Registration Document was filed on March 31, 2022 with the Autorité des marchés financiers (the "AMF") under number D.22-023. It is available on the websites of the AMF (www.amf-france.org) and Kaufman & Broad (www.kaufmanbroad.fr). It contains a detailed description of Kaufman & Broad's business, results and outlook as well as the associated risk factors. In particular, Kaufman & Broad draws attention to the risk factors described in Chapter 4 of the Universal Registration Document. The occurrence of one or more of these risks may have a material adverse effect on the business, assets, financial condition, results or prospects of the Kaufman & Broad Group, as well as on the market price of Kaufman & Broad shares.
This press release does not constitute, and shall not be deemed to constitute, an offer to the public, an offer to sell or an offer to subscribe or a solicitation of an order to buy or subscribe in any jurisdiction.
Regulatory filing PDF file