The Board of Directors of Kering SA (“Kering”) will submit a resolution to its shareholders, at the general meeting to be held on April 26, 2018, to approve – in addition to the distribution of an annual ordinary dividend of €6.00 per share(1) – an exceptional distribution in kind of PUMA SE (“PUMA”) shares, offering 1 PUMA share for 12 Kering shares held, the terms and conditions of which are described below.
This distribution will be paid on May 16, 2018.
Upon completion of such transaction, Kering will retain 2,368,558 PUMA shares, representing 15.70% of the share capital(2) and 15.85% of the shares outstanding(3) and voting rights of PUMA.
This press release aims at informing the shareholders of Kering of the technical terms of the distribution in kind of PUMA shares.
For any information regarding PUMA, the shareholders of Kering should refer to the information published by PUMA, in particular the 2016 annual report(4). All this information is available on the PUMA website (about.PUMA.com/en).
Shareholders who are natural persons with their tax residence in France should be made aware that the distribution in kind of PUMA shares is subject, under the conditions set out in paragraph 4.1.1 below, upon the delivery of the shares or the payment of the cash balance, to a 12.8% non-final flat-rate withholding tax (prélèvement forfaitaire non libératoire) (“PFNL”) of the distributed gross amount (unless exempted as described below), as well as to various social withholdings of up to 17.2% of the distributed gross amount, representing a total levy amounting to 30% of the distributed gross amount.
This press release does not constitute (i) an offer to sell or subscribe or a solicitation of an offer to buy or subscribe to the PUMA shares, or (ii) a solicitation to obtain an approval or a favorable vote to approve the distribution described herein, in particular in any jurisdiction where such solicitation would be prohibited.
United States of America
Shares and other securities may not be offered, sold or transferred in the United States of America without registration or an exemption from registration requirements pursuant to the U.S. Securities Act of 1933, as amended. The PUMA shares included in the distribution in kind have not been, nor will be registered in the United States of America under the U.S. Securities Act of 1933, as amended, and the distribution in kind of PUMA shares by Kering has not been approved or rejected by the U.S. Securities and Exchange Commission (the “SEC”) or any other commission of a State of the United States of America and neither these commissions nor the SEC have reviewed the accuracy or adequacy of this press release. Any representation to the contrary may be considered a criminal offense in the United States of America.
Member states of the European Economic Area
This press release is not a prospectus or any other offering document pursuant to Directive 2003/71/EC (and any amendments thereto) and cannot be considered as containing all the information that a prospective investor may need for the purposes of evaluating a possible investment in Kering or PUMA or that would be required to be included in a prospectus prepared in accordance with the requirements of Directive 2003/71/EC (and any amendments thereto).
(1) Corresponding to a simultaneous distribution of €4.00 per share, since an interim dividend of €2.00 per share has been paid on January 17, 2018.
(2) Share capital comprising 15,082,464 shares as of December 31, 2017.
(3) Share capital less treasury shares as of December 31, 2017, corresponding to 14,946,356 shares outstanding.
(4) The 2017 annual report will be published by PUMA on April 12, 2018.
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A global Luxury group, Kering develops an ensemble of luxury houses in fashion, leather goods, jewelry and watches: Gucci, Bottega Veneta, Saint Laurent, Alexander McQueen, Balenciaga, Brioni, Christopher Kane, McQ, Stella McCartney, Tomas Maier, Boucheron, Dodo, Girard-Perregaux, Pomellato, Qeelin and Ulysse Nardin. Kering is also developing the Sport & Lifestyle brands PUMA, Volcom and Cobra. By ‘empowering imagination’, Kering encourages its brands to reach their potential, in the most sustainable manner.
The Group generated revenue of €15.5 billion in 2017 and had more than 44,000 employees at year end. The Kering share is listed on Euronext Paris (FR 0000121485, KER.PA, KER.FP).
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