The Board of Directors of KBSF Authorized and Declared a Shareholder Rights Plan

Rhea-AI Summary

KBS Fashion Group Limited (NASDAQ: KBSF) announced a new dividend distribution, granting one right for each outstanding share of common stock as of March 31, 2021. Each right allows the holder to purchase a portion of a share of Series B Participating Preferred Stock at $50.00. This move, part of a Rights Agreement, aims to protect shareholders from hostile takeover attempts by imposing penalties on anyone acquiring 15% or more of the company's common stock without board approval. The company filed a 6K with the SEC detailing this plan.

Positive

• Authorization of dividend distribution may enhance shareholder value.
• Rights Agreement provides shareholder protection against hostile takeovers.

Negative

• Penalties may deter potential beneficial investors looking to acquire a significant stake.
• The rights could complicate future mergers or acquisitions.

SHISHI, China, March 15, 2021 /PRNewswire/ -- KBS Fashion Group Limited ("KBS" or the "Company") (NASDAQ: KBSF), a leading fully-integrated casual menswear company in China and the operator of Luxventure, a social media platform, announced today the authorization and declaration of a dividend distribution of one right for each outstanding share of common stock, par value $0.0001 per share, of the Company to stockholders of record as of the close of business on March 31, 2021. Each Right entitles the registered holder to purchase from the Company one 0.00667 portion of a share of Series B Participating Preferred Stock, par value $0.0001 per share, of the Company at an exercise price of $50.00. The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement, dated as of March 11, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

The Board of Directors of the Company adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of the Company's Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or to discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.

The company has filed a 6K with the Securities and Exchange Commission in connection with the details of this plan.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About KBS Fashion Group Limited

Headquartered in Shishi, China, KBS Fashion Group Limited, through its subsidiaries, is engaged in the business of designing, manufacturing, selling and distributing its own casual menswear brand, KBS, through a network of 30 KBS branded stores (as of Dec 31, 2019) and over a number of multi-brand stores.  KBS Fashion Group is the operator of Luxventure, a social media platform.  To learn more about the Company, please visit its corporate website at www.kbsfashion.com.  

Safe Harbor Statement

This press release may contain certain "forward-looking statements" relating to the business of KBS Fashion Group Limited, and its subsidiary companies. All statements, other than statements of historical fact included herein, are "forward-looking statements" in nature within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

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SOURCE KBS Fashion Group Limited

FAQ

What is the purpose of the Rights Agreement adopted by KBSF?

The Rights Agreement is intended to protect shareholders from coercive takeover tactics by imposing penalties on those acquiring 15% or more of the common stock without board approval.

What are the details of the dividend rights distribution by KBSF?

KBSF is distributing one right for each outstanding share of common stock, allowing purchase of a portion of Series B Preferred Stock at $50.00.

How does KBSF's Rights Agreement affect future mergers?

The Rights Agreement may make mergers or acquisitions more difficult unless approved by the Board, potentially deterring outside investors.

What impact does the dividend rights plan have on KBSF stockholders?

Stockholders may experience enhanced value and protection against takeovers, but it could also complicate investment opportunities.