This press release is not to be published, transmitted or distributed, directly or indirectly, in the United States, Australia, Canada or Japan.
SUCCESS OF THE SALE BY FINANCIERE GAILLON 8 OF PART OF ITS STAKE IN KAUFMAN & BROAD
Neuilly-sur-Seine, April 27, 2016
Financière Gaillon 8 announces the successful sale of part of its stake in Kaufman & Broad at 31.50 euros per share
Financière Gaillon 8 announced today the sale of part of the shares it currently holds in Kaufman & Broad, for an amount of approximately 257 million euros (i.e., 39.08 % of Kaufman & Broad's share capital) in a private placement to institutional investors by way of a bookbuilding (the " Placement "). The final Placement amount may be increased to approximately 282 million euros in case of full exercise of the over-allotment option on May 27, 2016 at the latest.
The Placement price has been set at 31.50 euros per share.
The settlement-delivery of the Placement is planned on April 29, 2016.
BNP Paribas, Goldman Sachs International and Crédit Agricole Corporate and Investment Bank acted as global coordinators, lead managers and joint bookrunners of the Placement, and Natixis as joint bookrunnner (together, the " Joint Bookrunners "). Rothschild & Cie acted as financial advisor to Financière Gaillon 8 in the context of the Placement.
Kaufman & Broad will concurrently purchase its own shares from Financière Gaillon 8, at the Placement price, for an amount of 50 million euros (representing 1,587,301 shares), pursuant to the share buy-back program authorized by Kaufman & Broad shareholders at the General Meeting of April 15, 2016. The shares purchased by Kaufman & Broad will be allocated in priority to the following purposes: (i) external growth transactions paid in whole or in part in shares and (ii) hedging employees' bonus share plans.
Furthermore, Artimus Participations, a company held by certain managers and employees of the Group (including Mr. Nordine Hachemi, its CEO), will proceed with the acquisition of a stake in Kaufman & Broad from Financière Gaillon 8, at the Placement price, representing a number of shares corresponding to an amount of approximately 30 million euros (representing 944,444 shares). The managers and employees of Kaufman & Broad who are shareholders of Artimus Participations committed to hold their participation in Artimus Participations for a period of 2 years, subject to certain exceptions.
Following the Placement, the share buy-back by Kaufman & Broad and the share purchase by Artimus Participations, Financière Gaillon 8 will hold a stake representing 39.67 % of the share capital and 59.74 % of the voting rights of Kaufman & Broad excluding the over-allotment option and 35.76 % of the share capital and 55.48 % of the voting rights of Kaufman & Broad in case of full exercise of the over-allotment option. Following the Placement, Kaufman & Broad's free float will amount to approximately 45.16 % of Kaufman & Broad's share capital and 35.04 % of the voting rights, which may be increased to 49.07 % of the share capital and 39.13 % of the voting rights in the event the over-allotment option is exercised in full.
Following the Placement, the share buy-back by Kaufman & Broad and the share purchase by Artimus Participations, the allocation of the share capital and the voting rights of Kaufman & Broad, before and after the exercise of the over-allotment option, will be as follows:
|Shareholders||After the Placement (before exercise of the over-allotment option)||After the Placement (assuming full exercise of the over-allotment option)|
|Number of shares||Number of voting rights||% of share capital||% of voting rights||Number of shares||Number of voting rights||% of share capital||% of voting rights|
|Companies owned by funds managed by PAI Partners (1)||8,413,956||16,679,472||40.38%||60.27%||7,599,580||15,050,720||36.47%||56.04%|
|Kaufman & Broad S.A.||1,714,806||-||8.23%||-||1,714,806||-||8.23%||-|
|FCPE Kaufman & Broad Actionnariat||265,118||265,118||1.27%||0.96%||265,118||265,118||1.27%||0.99%|
|Artimus Participations (2)||1,033,165||1,033,165||4.96%||3.73%||1,033,165||1,033,165||4.96%||3.85%|
(1) Financière Gaillon 8 S.A. will hold 39.67 % of the authorized capital and 59.74 % of the voting rights (i.e. 16,531,022 voting rights) before potential exercise of the over-allotment option and 35.76 % of the authorized capital and 55.48 % of the voting rights (i.e. 14,902,270 voting rights) assuming full exercise of the over-allotment option.
(2) Including (i) shares of Kaufman & Broad awarded under the bonus share plans of Kaufman & Broad that will be contributed by the employees and managers investing in Artimus Participations to Artimus Participations and (ii) shares of Kaufman & Broad that will be attributed to Artimus Participations following contribution by such employees and managers to Artimus Participations of their shares in Financière de Neuilly.
Financière Gaillon 8 committed to hold for a period of 180 days the remaining part of its stake in Kaufman & Broad, subject to certain exceptions or with the prior consent of the global coordinators.
Kaufman & Broad also committed not to issue any financial instrument for a period of 180 days, subject to certain exceptions or with the prior consent of the global coordinators.
In addition, Artimus Participations committed to hold its participation in Kaufman & Broad for a period of 180 days, subject to certain exceptions or with prior consent of the global coordinators.
The net proceeds from the Placement, the share buy-back by Kaufman & Broad and the purchase of Kaufman & Broad shares by Artimus Participations will be used by Financière Gaillon 8 to redeem in full the Senior Notes due 2019 issued by Financière Gaillon 8 on March 31 st , 2014 for an amount of 370 million euros.
Finally, trading of the Kaufman & Broad shares on Euronext Paris, which was suspended during the day of April 27, 2016, pending publication of a press release, will resume on April 28, 2016.
This press release does not constitute an offer to subscribe nor a solicitation to buy any financial instrument from Kaufman & Broad, and the Placement does not constitute, in any circumstances, a public offering in any country, including France.
This press release is also available on the website www.ketb finance.com
Chief Financial Officer
01 41 43 44 73
01 58 47 95 39
01 56 03 12 80
About Kaufman & Broad - Since nearly 50 years, Kaufman & Broad conceives, develops, builds and commercializes individual houses, apartments and offices for third parties. Kaufman & Broad is one of the leading French Developer-Constructor by the combination of its size, profitability and brand power.
The registration document of Kaufman & Broad filed with the Autorité des marchés financiers (the "AMF") on March 9, 2016 under number D.16-0125 (the "Registration Document") and the update to the Registration Document filed with the AMF on April 20, 2016 under number D.16-0125-A01 are available on the internet websites of the AMF (www.amf-france.org) and Kaufman & Broad (www.kaufmanbroad.fr). They contain a detailed description of the business, results and prospects of Kaufman & Broad as well as the associated risks factors. Kaufman & Broad draws particular attention on the risks factors of Kaufman & Broad described in chapter 1.2 of the Registration Document, as updated in the update to the Registration Document. The realization of one or more of these risks may have a material adverse effect on the business, assets, financial position, results or prospects of the Kaufman & Broad group as well as on the share price of Kaufman & Broad.
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The shares were not and are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States of America, Canada, Australia or Japan. No action has been taken to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States of America or in any other jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States of America absent registration there under or pursuant to an available exemption there from. The securities have not been and will not be registered under the Securities Act and no public offering of the securities will be made in the United States of America.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with any offering of the shares, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs International and Natixis and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any shares and in that capacity may retain, purchase or sell for their own account such shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Each of BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs International and Natixis is acting on behalf of Kaufman & Broad and of Financière Gaillon 8 and no one else in connection with any offering of the shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the shares.
Goldman Sachs International is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Goldman Sachs International, acting as a stabilisation manager (or any institution acting on its behalf) (the "Stabilisation Manager"), acting in the name and on behalf of the Joint Bookrunners, may, during a period of 30 calendar days following the date on which the placement price is determined, i.e., according to the indicative calendar, from April 27, 2016 up to and including May 27, 2016, effect transactions with a view to maintaining the market price of Kaufman & Broad's shares in a manner consistent with applicable laws and regulations and, in particular, EU Commission Regulation No. 2273/03 of 22 December 2003, However, there is no assurance that the Stabilisation Manager will effect any stabilisation activities and if begun, such stabilisation activities may be ended at any time. Any stabilisation activities may affect the price of Kaufman & Broad's shares and could result in a market price for the shares higher than that which might otherwise prevail.