Greenshoe
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Press release
EXERCISE IN FULL OF THE OVER-ALLOTMENT OPTION IN RELATION TO THE SALE BY FINANCIERE GAILLON 8 OF PART OF ITS STAKE IN KAUFMAN & BROAD
Neuilly-sur-Seine, May 12th, 2016
Exercise in full of the over-allotment option in relation to the sale of part of its stake in Kaufman & Broad
- Goldman Sachs International, on behalf of BNP Paribas, Goldman Sachs International, Crédit Agricole Corporate and Investment Bank and Natixis (together, the "Joint Bookrunners"), has exercised in full the over-allotment option representing 814,376 additional existing shares sold by Financière Gaillon 8, at the placement price, i.e., 31.50 euros per share
- Gross proceeds for Financière Gaillon 8 resulting from the exercise of the over-allotment option of approximately 25.7 million euros
- Final total number of shares sold in the private placement to institutional investors after exercise of the over-allotment option of 8,958,134 shares, representing total gross proceeds of approximately 282 million euros
- After the exercise of the over-allotment option, Financière Gaillon 8 will hold 35.76% of Kaufman & Broad's share capital, 55.48% of voting rights and the free float will represent 49.08% of Kaufman & Broad's share capital
In accordance with article 631-10 of the "Règlement Général de l'Autorité des Marchés Financiers", Goldman Sachs International, as stabilizing manager in the context of the private placement to institutional investors and acting in the name and on behalf of the Joint Bookrunners, has informed Financière Gaillon 8 that no stabilization has been carried out during the stabilization period, i.e. from April 27th, 2016 to date.
Following the exercise in full of the over-allotment option, the allocation of the share capital and the voting rights of Kaufman & Broad will be as follows:
Shareholders | After the placement and full exercise of the over-allotment option | |||
Number of shares | Number of voting rights | % of share capital | % of voting rights | |
Companies owned by funds managed by PAI Partners | 7,599,580 | 15,050,470 | 36.47% | 56.03% |
Kaufman & Broad S.A. | 1,713,513 | - | 8.22% | - |
FCPE Kaufman & Broad Actionnariat | 265,118 | 265,118 | 1.27% | 0.99% |
Artimus Participations(1) | 1,033,046 | 1,033,046 | 4.96% | 3.85% |
Public | 10,225,782 | 10,510,950 | 49.08% | 39.13% |
TOTAL | 20,837,039 | 26,859,584 | 100.00% | 100.00% |
(1) Including (i) shares of Kaufman & Broad awarded under the bonus share plans of Kaufman & Broad that were contributed by the employees and managers investing in Artimus Participations to Artimus Participations and (ii) shares of Kaufman & Broad that were attributed to Artimus Participations following contribution by such employees and managers to Artimus Participations of their shares in Financière de Neuilly.
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 transaction.
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.ketbfinance.com
Contacts
Chief Financial Officer | Press Relations | |
Bruno Coche 01 41 43 44 73 Infos-invest@ketb.com | Jean-Baptiste Froville Havas Paris 01 58 47 95 39 jean-baptiste.froville@havasww.com | Camille Petit Burson-Marsteller 01 56 03 12 80 contact.presse@ketb.com |
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.
DISCLAIMER
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.