27 Apr 2016
Paris, April 27, 2016 - Financière Gaillon 8 announces 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.
For the allocation of the share capital and the voting rights of Kaufman & Broad, please download the full press release.