PARIS--(BUSINESS WIRE)--Regulatory News:
This description was prepared in accordance with Articles 241-1 and 241-2 of the General Regulations of the Autorité des marchés financiers and in accordance with the provisions of Delegated Regulation (EU) 2016/1052 of March 8, 2016.
1 Date of the General Shareholders' Meeting that authorized the share repurchase program and its implementation
The authorization for Kering to purchase its own shares under the share repurchase program was granted by the Combined General Shareholders’ Meeting of June 16, 2020 (sixteenth resolution). It is implemented pursuant to a delegation from the Board of Directors’ meeting of June 16, 2020.
2 Number of securities and proportion of share capital held directly or indirectly
As of June 16, 2020, the number of shares held by Kering, directly or indirectly, was 1,264,906, i.e., 1% of the share capital.
3 Objectives of the share repurchase program
The objectives of the share repurchase program approved by the General Shareholders’ Meeting of June 16, 2020 are as follows:
- ensure the liquidity or support the secondary market of the shares through an investment services provider, acting independently pursuant to a liquidity agreement that complies with the Professional Code of Conduct recognized by the Autorité des marchés financiers; or
- use all or a portion of the shares acquired to meet obligations related to stock option plans, existing free share grant plans, share grants pursuant to employee profit-sharing schemes and any other share grants to employees or executive corporate officers, including the implementation of company savings plans for employees and executive corporate officers of the Company and/or companies, in France and/or outside France, that are or will be related to it under the terms and conditions provided for by law, and to sell or grant shares to them in accordance with French or foreign laws and regulations; or
- allow the completion of investments or financing through the subsequent delivery of shares (in exchange, as payment or otherwise) in connection with external growth transactions, mergers, spin-offs or contributions; or
- deliver shares upon the exercise of rights attached to securities granting a right to the allocation of shares in the Company by redemption, conversion, exchange, presentation of a warrant or in any other manner; or
- cancel all or a portion of the shares acquired under the conditions and within the limits provided for by Article L. 225-209 of the French Commercial Code.
In light of the situation relating to the Covid-19 pandemic, on June 16, 2020, the Board of Directors decided to limit the implementation of this share repurchase program for fiscal year 2020 to the first two aforementioned objectives, namely (i) the repurchase of shares in connection with the liquidity agreement and (ii) the repurchase of shares intended for stock-option programs, existing free share grant plans or any other form of share grants to employees and/or managers of Kering or its subsidiaries in France and/or outside France.
4 Maximum proportion of share capital, maximum number, characteristics and maximum purchase price of shares and maximum monetary amount allocated to the program
As of June 16, 2020, Kering's share capital amounted to €505,117,288, divided into 126,279,322 shares.
The General Shareholders’ Meeting of June 16, 2020 set the maximum proportion of share capital that Kering may hold at any time at 10% of the number of shares making up the share capital, i.e., to date, a maximum of 12,627,932 shares. Given the number of Kering treasury shares held as of June 16, 2020, Kering could acquire 9% of its own shares.
The maximum purchase price set by the General Shareholders’ Meeting is €600 per share, excluding acquisition costs, bringing the total maximum amount allocated to the share repurchase program to €7,576,759,200.
5 Term of the share repurchase program
The term of the program is set at 18 months as from the Annual General Shareholders’ Meeting of June 16, 2020, i.e., until December 16, 2021.
6 Overview of the previous repurchase program
Under the previous share repurchase program authorized by the General Shareholders' Meeting of April 24, 2019 (tenth resolution), the Board of Directors decided to implement a share repurchase program for up to 10% of the share capital, over a period of 18 months, at a maximum unit purchase price of €580. Under this program, 912,242 shares were repurchased at an average price of €496.45 per share, representing 0.72% of the share capital, and 250,742 shares were sold at an average price of €498.15 per share, representing 0.20% of the share capital.
658,000 of the purchased shares were purchased as part of the second tranche (announced on June 14, 2019) of a share repurchase program launched on October 29, 2018 with the aim of repurchasing up to 1% of Kering's share capital. In this respect, a total of 1,261,406 shares were repurchased in 2018 and 2019.
No shares have been cancelled in the last 24 months.
7 Liquidity agreement
Kering entered into a liquidity agreement that came into force on February 13, 2019 for a 12-month period and was renewed on February 13, 2020 by tacit agreement. This liquidity agreement complies with the regulations relating to liquidity agreements and with the Professional Code of Conduct established by the Association Française des Marchés Financiers (AMAFI), approved by the Autorité des marchés financiers.
8 Open positions on derivative products
As of June 16, 2020, Kering did not hold any call options on its shares.
In accordance with Article 241-2, II of the General Regulations of the Autorité des marchés financiers, during the implementation of the repurchase program, any significant change in any of the information listed in paragraphs 3, 4 and 5 above will be brought to the public’s attention as soon as possible in accordance with the procedures set out in Article 221-3 of such General Regulations.
A global Luxury group, Kering manages the development of a series of renowned Houses in Fashion, Leather Goods, Jewelry and Watches: Gucci, Saint Laurent, Bottega Veneta, Balenciaga, Alexander McQueen, Brioni, Boucheron, Pomellato, DoDo, Qeelin, Ulysse Nardin, Girard-Perregaux, as well as Kering Eyewear. By placing creativity at the heart of its strategy, Kering enables its Houses to set new limits in terms of their creative expression while crafting tomorrow’s Luxury in a sustainable and responsible way. We capture these beliefs in our signature: “Empowering Imagination”. In 2019, Kering had nearly 38,000 employees and revenue of €15.9 billion.