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.
View original
content:http://www.prnewswire.com/news-releases/the-board-of-directors-of-kbsf-authorized-and-declared-a-shareholder-rights-plan-301246970.html
SOURCE KBS Fashion Group Limited