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PPR : PPR : Distribution of Groupe Fnac shares to shareholders of Kering* and listing of Groupe Fnac shares on NYSE Euronext



PPR : PPR : Distribution of Groupe Fnac shares to shareholders of Kering* and
             listing of Groupe Fnac shares on NYSE Euronext Paris

Distribution of Groupe Fnac shares to  shareholders of Kering* and listing  of 
Groupe Fnac shares on NYSE Euronext Paris

 

In line with the  principle announced on October  9, 2012, Kering's* Board  of 
Directors unanimously approved today the listing of Groupe Fnac shares through
a distribution to Kering*  shareholders. Groupe Fnac is  a European leader  in 
mass-market   entertainment   and   leisure   products   (including   consumer 
electronics) in France  and is  a major player  in its  other markets  (Spain, 
Portugal, Brazil, Belgium, and Switzerland).

The  listing  of  Groupe  Fnac  shares  has  been  approved  by  the  employee 
representative bodies of Groupe Fnac and Kering*.

At the Annual  Ordinary and  Extraordinary Shareholders'  General Meetings  on 
June 18, 2013,  Kering will propose  to distribute to  its shareholders, as  a 
payment in full of dividends in respect of 2012 (an interim dividend of  €1.50 
having been paid on January 24,  2013) a supplementary cash dividend of  €2.25 
and a dividend in the form of Groupe Fnac shares in the ratio of 1 Groupe Fnac
share for every  8 Kering* shares  held. Within this  framework, Kering*  will 
distribute to its shareholders a maximum of 15,764,588 of Groupe Fnac  shares, 
representing slightly less than 95% of  Groupe Fnac's share capital as of  the 
dividend ex-date.

The distribution of Groupe Fnac shares will  be treated for tax purposes as  a 
dividend distribution to Kering* shareholders.

Transaction Terms

In order to better manage the  handling of fractional Groupe Fnac shares,  one 
allotment right  to Groupe  Fnac shares,  corresponding to  one-eighth of  one 
Groupe Fnac share, will be detached  from each Kering* share that is  entitled 
to the in-kind dividend, provided that no fractions of Groupe Fnac shares will
be distributed.

Allotment rights will need  to be aggregated in  multiples of eight, as  eight 
such rights will automatically  entitle the holder to receive one Groupe  Fnac 
share as  from the  dividend ex-date.  To this  end, financial  intermediaries 
acting as account custodians shall automatically, on behalf of their  clients, 
aggregate the  allotment  rights  to  Groupe Fnac  shares  into  the  greatest 
possible multiples of eight  up to but not  exceeding the number of  allotment 
rights  registered  in  each  client's   account  in  order  to  receive   the 
corresponding number of Groupe Fnac shares.

A shareholder holding a number of allotment rights that does not correspond to
a whole  number  of  Groupe  Fnac shares   may  therefore  acquire  (or  sell) 
allotment rights in order to hold a number of allocation rights that is  equal 
to eight or a multiple thereof, corresponding to a whole number of Groupe Fnac
shares.
Application will be  made to admit  the Groupe Fnac  shares and the  allotment 
rights to  Groupe Fnac  shares to  trading  on the  regulated market  of  NYSE 
Euronext Paris ("Euronext Paris").

Indicative Transaction Timetable (subject to approval by the AMF)

- Late  April: The  French Financial  Market Authority  (Autorité des  marchés 
financiers, "AMF") will grant  a "Visa" on the  prospectus for the listing  on 
Euronext Paris of  Groupe Fnac  shares and  allotment rights  for Groupe  Fnac 
shares;
- May 3: Publication of the Notice of Meeting for the Kering* Annual  Ordinary 
and Extraordinary Shareholders' General Meetings to be held on June 18, 2013;
- June 18:  Kering* Annual  Ordinary and  Extraordinary Shareholders'  General 
Meetings called to approve in particular the proposed distribution in kind  of 
Groupe Fnac shares;
- June 20 (before market opening):

  o Detachment of rights and payment of additional Kering* cash dividend in
    respect of 2012 (€2.25 per Kering* share). The ex-date for such dividend
    stated in Kering's* prior publications remains unchanged; the payment date
    is, however, moved forward from June 25 to June 20, 2013. PPR shareholders
    whose shares have been registered for accounting purposes in accounts held
    in their name by the close of the business day prior to the date of
    detachment (i.e. at close of business on June 19, 2013) will be entitled
    to receive allotment rights for Groupe Fnac shares;
  o Detachment of allotment rights for Groupe Fnac shares and commencement of
    delivery of  Groupe Fnac shares;

- June  20: First  listing of  Groupe Fnac  allotment rights  and Groupe  Fnac 
shares on Euronext Paris.

- September 30, 2013: End of listing period of Groupe Fnac allotment rights in
respect of Groupe Fnac shares. Recording  of allotment rights in the  delisted 
shares section of Euronext Paris. 

- May  15, 2015:  End of  recording of  Groupe Fnac  allotment rights  in  the 
delisted shares section of Euronext Paris.

A description of Groupe Fnac's business as well as the terms and conditions of
the transaction is included  in a prospectus that,  subject to receipt of  the 
"visa" of the AMF, shall be made available in early May 2013 at the latest.

All information  relating to  Groupe Fnac's  listing and  the distribution  of 
Groupe Fnac shares to  Kering* shareholders will be  available in the  Finance 
section of www.kering.com. 

* PPR will become Kering, subject to approval at the Annual General Meeting on
18 June 2013.

About Groupe Fnac
Groupe Fnac is  the leader  of entertainment and  leisure products  (including 
consumer electronics) in  France, and  a strong  player in  its other  markets 
(Spain, Portugal, Brazil, Belgium and Switzerland). At the end of 2012, Groupe
Fnac's multi-format network consisted of 167 stores (of which 100 were located
in France), e-commerce websites, including Fnac.com, ranked third among French
e-commerce websites measured in terms of traffic (750,000 visitors per day). A
benchmark omni-channel player, Groupe Fnac's consolidated revenues amounted to
4.1 billion euros in 2012 and it had more than 16,000 employees.

About Kering*
A world leader  in apparel  and accessories,  Kering develops  an ensemble  of 
powerful Luxury and  Sport &  Lifestyle brands: Gucci,  Bottega Veneta,  Saint 
Laurent, Alexander  McQueen,  Balenciaga,  Brioni,  Christopher  Kane,  Stella 
McCartney, Sergio  Rossi,  Boucheron, Girard-Perregaux,  JeanRichard,  Qeelin, 
Puma, Volcom, Cobra, Electric and Tretorn. By 'empowering imagination' in  the 
fullest sense, Kering encourages its brands  to reach their potential, in  the 
most sustainable manner.
Present in  more than  120 countries,  the Group  generated revenues  of  €9.7 
billion in 2012  and had  33,000 employees  at year  end. The  PPR (in  future 
Kering) share is listed on Euronext Paris (FR 0000121485, PRTP.PA, PPFP).
* PPR will become Kering, subject to approval at the Annual General Meeting on
18 June 2013.

Press contacts
Paul    Michon                                +33     (0)1    45     64     63 
48                              paul.michon@kering.com
Hélène      Saint-Raymond                +33      (0)1      45      64      61 
20                              helene.saint-raymond@kering.com

Analyst/investor contacts
Alexandre  de  Brettes                               +   33  (0)1  45  64   61 
49             alexandre.debrettes@kering.com
Edouard  Crowley                      +  33  (0)1  45  64  63   28             
edouard.crowley@kering.com

Website: www.kering.com      

PRKERINGFNAC17April2013

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Source: PPR via Thomson Reuters ONE
HUG#1693900
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