| Fri 8 Aug 2008, 7:30 | | REM - Remgro Limited - Terms Announcement And Withdrawal Of Cautionary |
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REM
REM
REM - Remgro Limited - Terms Announcement And Withdrawal Of Cautionary
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(ISIN: ZAE000026480)
(Share code: REM)
("Remgro" or "the Company")
TERMS ANNOUNCEMENT IN RESPECT OF THE PROPOSED DISTRIBUTION OF ORDINARY SHARES
IN BRITISH AMERICAN TOBACCO PLC AND DEPOSITARY RECEIPTS IN RESPECT OF
ORDINARY SHARES IN REINET INVESTMENTS S.C.A. (CURRENTLY RICHEMONT SA) TO
REMGRO SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. BACKGROUND AND RATIONALE
Remgro currently holds an indirect interest of 10.7% in British American
Tobacco plc ("BAT") through its interest in the joint venture vehicle, R&R
Holdings SA ("R&R"), a Luxembourg 1929 holding company. The remaining
interest in R&R is held by its co-shareholder, Richemont (collectively
Compagnie Financiere Richemont SA ("CF Richemont"), incorporated in
Switzerland and Richemont S.A. ("Richemont SA"), incorporated in Luxembourg).
On 19 November 2007, Remgro announced that it was considering proposals to
restructure in order to split its tobacco assets from its other interests. In
a similar announcement, Richemont announced that it was considering proposals
which might lead to a separation of its luxury goods business from its other
interests, which include its investment in BAT.
The decision by the boards of Remgro and Richemont to review the nature of
their effective shareholding in BAT has been motivated by changes to the
legal and fiscal environment in Luxembourg. A Luxembourg 1929 holding company
is generally exempt from tax. No withholding tax is payable on dividend
distributions. Consequently, dividends received by R&R from BAT, which suffer
no United Kingdom withholding tax, can be paid out to R&R shareholders free
from withholding tax. However, in 2006, Luxembourg abolished the special tax
status of Luxembourg 1929 holding companies with the effect that from the end
of 2010, R&R dividends will be subject to a dividend withholding tax at a
rate of 15%. This will inevitably have a significant negative impact on
Remgro shareholders and Richemont unitholders. The present value of the
estimated economic cost to Remgro shareholders of keeping the current
structure in place is in excess of R5 billion.
Remgro, together with Richemont, has conducted an extensive review of the
potential alternatives for the restructuring and has engaged with several
regulators, including the South African Revenue Services ("SARS"), the South
African Reserve Bank ("SARB") and the South African National Treasury in this
regard.
Following the review of proposals, Remgro and Richemont agreed on a joint
course of action including proposals for the reorganisation of Richemont SA
into a new investment vehicle, Reinet Investments S.C.A. ("Reinet
Investments"). Following the Remgro distribution (described in section 2
below), Reinet Investments will effectively be jointly capitalised by Remgro
and Richemont with 10% of their respective indirect shareholdings in BAT and
by a rights offer and optional placing which Reinet Investments intends to
undertake. The Richemont board also intends separating its luxury goods
business from its other investments. Both Remgro and Richemont propose
distributing the remaining 90% of their indirect shareholding in BAT to their
respective shareholders.
Remgro currently trades at a discount to its net asset value ("NAV"). The
transaction is expected to contribute to unlocking part of this discount for
Remgro shareholders.
The establishment of Reinet Investments and its sole subsidiary Reinet Fund
(together "Reinet") as an independent dedicated investment entity allows
Remgro shareholders to participate in a vehicle to be run by entities under
the control of Rupert family interests, which will have an investment
strategy aimed at long term capital growth.
The admission to trading of ordinary shares of Reinet on the Luxembourg Stock
Exchange ("LuxSE") and the Reinet depositary receipts on the exchange
operated by the JSE Limited ("JSE") provides investors with a market for the
Reinet ordinary shares and Reinet depositary receipts.
Remgro`s participation in Reinet and the distribution of Reinet depositary
receipts to its shareholders provides Reinet with the opportunity to increase
its funds under management and to enlarge its shareholder base.
The subsequent rights offer will provide Reinet shareholders with an
opportunity to subscribe for additional Reinet ordinary shares, allowing them
to maintain their proportionate interest in Reinet, by subscribing for new
Reinet ordinary shares with BAT ordinary shares. Reinet shareholders not
wishing to or ineligible to participate in the rights offer will be able to
sell their rights on the LuxSE and JSE. The Rupert family interests will
receive an option to subscribe for new Reinet ordinary shares at NAV per
share as consideration for underwriting the rights offer.
2. THE PROPOSED TRANSACTION
The purpose of this announcement is to provide Remgro shareholders with the
salient terms of the proposed transaction. A circular which contains the
details of the proposed transaction will be dispatched to Remgro shareholders
on or about 15 August 2008. A general meeting of Remgro shareholders will be
held at 14:30 on Tuesday 7 October 2008 at The Conference Centre, Erinvale
Estate Hotel & Spa, Lourensford Road, Somerset West, 7130 to consider and, if
deemed fit, pass, inter alia, the ordinary and special resolutions required
to authorise the implementation of the transaction.
Remgro proposes to distribute, as an interim dividend in specie, in terms of
section 90 of the Companies Act, 1973 ("the Companies Act"), 192 870 000 or
90% of its BAT ordinary shares to Remgro shareholders.
Remgro also proposes to contribute 21 430 000 or 10% of its BAT ordinary
shares to Reinet Fund in order to part capitalise Reinet Investments. In
return, Reinet Investments will issue 30 255 541 Reinet ordinary shares to
Richemont Securities AG ("the Depositary") and the Depositary will in turn
issue 302 555 410 depositary receipts in respect of Reinet ordinary shares
directly to Remgro shareholders. Remgro shareholders will also receive these
Reinet depositary receipts in the form of an interim dividend in specie in
terms of section 90 of the Companies Act, from Remgro.
Subject to the necessary approvals being obtained for the implementation of
the distribution, Remgro shareholders will receive:
- 40.6054 BAT ordinary shares; and
- 63.6977 Reinet depositary receipts,
for every 100 Remgro ordinary shares or Remgro B ordinary shares held by
Remgro shareholders on the distribution record date ("the Remgro
distribution"). In addition, Remgro shareholders (by virtue of becoming
Reinet depositary receipt holders) will receive 6.36977 nil-paid warrants to
subscribe for 50.9582 Reinet depositary receipts, pursuant to the Reinet
rights offer, for every 100 Remgro ordinary shares or Remgro B ordinary
shares held by Remgro shareholders.
Remgro has obtained a binding ruling from SARS regarding the transaction. In
terms of the ruling, the total estimated tax payable, including secondary tax
on companies ("STC"), capital gains tax and securities transfer tax is
approximately R850 million.
The Remgro distribution will have a material unintended negative economic
impact on the majority of the participants in the Remgro Share Scheme. Remgro
would like to place the scheme participants in the same or substantially
similar economic position following the Remgro distribution when compared to
their current economic position. Remgro would also like to do this at the
lowest possible cost to Remgro and its shareholders. Based on proposals made
to the independent members of the remuneration committee and the chairman of
the audit committee of Remgro, Remgro will wind up the Remgro Share Scheme
and will create a new share appreciation rights scheme in terms of which
participants will be granted share appreciation rights in Remgro ordinary
shares at market value (following the Remgro distribution). Remgro
shareholders are referred to the circular, which contains the details of the
ordinary and special resolutions to be proposed at the general meeting in
relation to winding up of the Remgro Share Scheme and the creation of the
share appreciation rights scheme as detailed above.
2.1 Conditions precedent to the Remgro distribution
The Remgro distribution is subject to the following principal suspensive
conditions which may be fulfilled or waived, as the case may be:
- approval by the Remgro shareholders in general meeting of, inter alia,
the implementation of the Remgro distribution by passing the proposed
ordinary and special resolutions;
- registration by the Companies and Intellectual Properties Registration
Office of the aforementioned special resolutions;
- the Richemont reconstruction becoming unconditional;
- the restructuring of Remgro`s current indirect shareholding in BAT which
will result in Remgro becoming the registered holder of the 214 300 000 BAT
ordinary shares immediately prior to the Remgro distribution, becoming
unconditional; and
- the secondary listing of BAT ordinary shares on the JSE.
2.2 Secondary listing of BAT ordinary shares
Application will be made by BAT to the JSE for a secondary listing of BAT
ordinary shares and for the admission of BAT ordinary shares to trade on the
main board of the JSE.
Subject to the Richemont reconstruction and the Remgro distribution being
implemented, it is expected that BAT ordinary shares will commence trading on
or before Tuesday 28 October 2008.
BAT will issue a pre-listing statement in accordance with the requirements of
the JSE on or about Friday 10 October 2008. Remgro will make an electronic
copy of the BAT pre-listing statement available on its website,
www.remgro.com.
2.3 Listing of Reinet depositary receipts
The Reinet depositary receipts will be listed on the main board of the JSE
and will commence trading on or about Tuesday 21 October 2008. Remgro will
make an electronic copy of the Reinet prospectus available on its website,
www.remgro.com.
2.4 Reinet rights offer and the optional placing
Reinet Investments (currently Richemont SA) will undertake a rights offer. In
terms of the Reinet rights offer, Reinet ordinary shareholders and Reinet
depositary receipt holders will be provided with the opportunity to subscribe
for additional Reinet ordinary shares or Reinet depositary receipts, as the
case may be, by contributing a fixed number of BAT ordinary shares for each
new Reinet ordinary share or new Reinet depositary receipt, as the case may
be.
It is anticipated that the Reinet rights offer will:
be priced at an appropriate market related discount to the prevailing Reinet
ordinary share price;
be fully underwritten by Compagnie Financiere Rupert ("CF Rupert") and
Rembrandt Trust (Proprietary) Limited ("Rembrandt Trust");
will trade "ex" the rights entitlement on Monday 10 November 2008;
close on Friday 5 December 2008; and
provide a mechanism for Reinet ordinary shareholders and Reinet depositary
receipt holders to trade their rights on the LuxSE and the JSE respectively,
should they so desire.
An investor can either exercise the warrants by subscribing for new ordinary
shares in Reinet by contributing BAT ordinary shares at a subscription
exchange ratio to be determined just prior to the launch date on 10 November
2008 or sell the warrants on the LuxSE or the JSE.
The subscription exchange ratio will be determined by reference to the
prevailing market prices of BAT and Reinet ordinary shares and is expected to
reflect a 5-10% discount to the theoretical ex-rights price ("TERP") of
Reinet ordinary shares at that time. This subscription exchange ratio will be
announced immediately prior to the issue of the warrants.
In addition to being the underwriters, CF Rupert and Rembrandt Trust will
have the option, in terms of an optional placing, to subscribe for additional
Reinet ordinary shares up to their underwriting commitment to the extent that
they have not done so under the Reinet rights offer. This placing will be
done at the NAV per Reinet ordinary share following the Reinet rights offer,
using the BAT ordinary share price in Euro at the date of setting the Reinet
rights offer price.
Further details regarding the Reinet rights offer and the optional placing
will be made available in the Reinet prospectus expected to be issued on or
about Friday 10 October 2008.
2.5 Exchange Control considerations
The listing of BAT on the JSE will be considered an inward listing by a
foreign entity for Exchange Control purposes and its ordinary shares will be
inward listed shares. South African institutional investors may invest in
inward listed shares using their permissible foreign portfolio investment
allowances. South African corporate entities, banks, trusts, partnerships and
private individuals may invest in inward listed shares without restriction.
To the extent that Remgro`s institutional investors exceed their foreign
exposure limits as a result of the distribution, they will be granted 24
months to realign their portfolios following the distribution of BAT ordinary
shares.
Currently, the listing of the Richemont depositary receipts on the JSE is not
considered an inward listing by a foreign entity. The SARB has extended this
dispensation to the Reinet depositary receipts (as well as the New CF
Richemont depositary receipts) (refer to section 3 below) to be listed on the
JSE and to be held by the current Richemont depositary receipt holders
pursuant to the Richemont reconstruction and to be distributed to Remgro
shareholders pursuant to the Remgro distribution. Therefore, South African
institutional investors will not be required to mark up their holdings in
Reinet depositary receipts against their permissible foreign portfolio
investment allowances.
2.6 Cancellation of treasury shares and the remaining Remgro ordinary shares
in the Remgro Share Scheme
In order to ensure that the maximum number of BAT ordinary shares and Reinet
depositary receipts are distributed to shareholders, Remgro has proposed a
resolution for the general meeting to authorise the directors to acquire and
cancel the 8 554 019 Remgro ordinary shares held as treasury shares by its
subsidiary Tegniese Mynbeleggings Limited. The cancellation is not expected
to have any material financial effect on Remgro. The price at which these
shares will be repurchased will be equal to the closing market price on the
day prior to such repurchase, which is expected to occur between Wednesday 8
October 2008 and Friday 17 October 2008 and will be funded out of existing
cash reserves.
Remgro has proposed a resolution for the general meeting to authorise the
directors to acquire and cancel 962 119 Remgro ordinary shares which
represent the undelivered shares in the Remgro Share Scheme and the 7 717
unallocated Remgro ordinary shares held in the Remgro Share Scheme. The
cancellation is not expected to have any material financial effect on Remgro.
The price at which these shares will be repurchased will be equal to the
closing market price on the day prior to such repurchase, which is expected
to occur between Wednesday 8 October 2008 and Friday 17 October 2008 and will
be funded out of existing cash reserves.
Following the cancellation of the above-mentioned Remgro ordinary shares,
there will be 439 479 751 Remgro ordinary shares of R0.01 each, as well as 35
506 352 Remgro B ordinary shares of R0.10 each in issue.
3. FORMATION OF REINET
Currently, the CF Richemont ordinary shares are twinned with Richemont SA
participation certificates ("Richemont SA PCs") to form indivisible units
("Richemont Units"). CF Richemont holds all of the ordinary shares in
Richemont SA. Depositary receipts in respect of the Richemont Units are
currently listed on the JSE and entitle the holder thereof to a one tenth
share of the economic rights, including voting rights, of a Richemont Unit
("CF Richemont depositary receipts").
The board of CF Richemont has proposed that, subject to the approval of the
required resolutions by CF Richemont shareholders and Richemont SA PC holders
in general meeting, CF Richemont will undergo a reorganisation which will
result in, inter alia:
- the de-twinning of the CF Richemont ordinary shares from the Richemont
SA PCs;
- the amendment of the corporate objects and tax status of Richemont SA to
establish Richemont SA as an investment company called Reinet Investments and
the reclassification of the Richemont SA PCs into ordinary shares in Reinet
Investments ("Reinet ordinary shares"); and
- the listing of Reinet ordinary shares on the LuxSE.
Accordingly, the CF Richemont depositary receipts will be "split" to reflect
the change in the underlying Richemont units into depositary receipts in
respect of the CF Richemont ordinary shares (CF Richemont will, following the
reconstruction, operate the luxury goods business) ("New CF Richemont
depositary receipts") and depositary receipts in respect of Reinet ordinary
shares ("Reinet depositary receipts"). Both the New CF Richemont depositary
receipts and the Reinet depositary receipts will continue to entitle the
holder thereof to a one tenth share of the economic rights, including voting
rights, of an underlying CF Richemont ordinary share and a Reinet ordinary
share respectively. The Reinet depositary receipts will be listed on the JSE
and will commence trading on or about Tuesday 21 October 2008.
4. KEY CHARACTERISTICS OF REINET
Reinet will have the following key attributes:
- Reinet Investments will be a securitisation vehicle incorporated in
Luxembourg with its shares listed on the LuxSE and depositary receipts in
respect of its shares listed on the JSE. Its sole subsidiary will be Reinet
Fund S.C.A. ("Reinet Fund"), which will be a Luxembourg-registered
specialised investment fund;
- Reinet Fund`s investment objective will be long term capital growth. The
Fund intends, over time, to diversify the portfolio of assets in which it
invests and will not have any restrictions on the classes of assets in which
it may invest. It is expected that any investments in luxury goods
businesses will be made through CF Richemont;
- Reinet Investments and Reinet Fund will both be incorporated in
Luxembourg as partnerships limited by shares, (`Societes en Commandite par
Actions`);
- The respective Managing Partners (`Actionnaires Commandite`), Reinet
Investments Manager S.A. and Reinet Fund Manager S.A., will be limited
liability companies incorporated in Luxembourg and controlled by Rupert
family interests; both management companies will be chaired by Mr Johann
Rupert;
- As a consequence of the limited partnership status of Reinet
Investments, the ordinary shareholders of Reinet will have limited voting
rights. However, a `Board of Overseers` will be appointed to supervise
Reinet Investments Manager S.A. and Reinet Fund Manager S.A., which will also
act as the Audit Committee of Reinet Investments and Reinet Fund. The
following are proposed to be members of the Board of Overseers:
Mr Yves-Andre Istel Senior advisor to Rothschild Inc.
Mr Ruggero Magnoni Vice Chairman of Lehman Brothers Inc.
Mr Alan Quasha Chairman of Quadrant Management Inc.
Mr Jurgen Schrempp Former Chairman of the Management Board of Daimler
Chrysler A.G./Non-Executive Chairman of Mercedes-
Benz, South Africa;
- The Boards of Reinet Investments Manager S.A. and Reinet Fund Manager
S.A. will initially comprise:
Reinet Investments Manager S.A.
Mr Johann Rupert Chairman of CF Richemont and Remgro
Mr Eloy Michotte Corporate Finance Director of Richemont
Mr Jo Schwenke Managing Director of Business Partners Limited
Mr Alan Grieve Corporate Affairs Director of Richemont
Reinet Fund Manager S.A.
Mr Johann Rupert (see above)
Mr Eloy Michotte (see above)
Mr Jo Schwenke (see above)
Mr Alan Grieve (see above)
Mr Kurt Nauer Group Treasury Manager of Richemont
- Reinet Fund Manager S.A. will be advised by Reinet Investments Advisor
Limited ("investment advisor"), which will also be controlled by Rupert
family interests;
- The Board of the investment advisor will initially comprise:
Mr Johann Rupert (see above)
Mr Jason Eaglestone Finance Director of Richemont`s venture capital
Interests
Mr Frank Vivier Investment Officer of Richemont`s venture capital
Interests
Mr Ian Crosby Non-executive director
Mr Niall McCallum Non-executive director
- The investment advisor will establish a team of experienced investment
managers with strong investment records, focusing on long term capital
growth, in due course;
- Dividends declared from income generated from the listed and unlisted
investments held by Reinet Fund may be paid to Reinet Investments and Reinet
Investments will remit such dividends in full to its shareholders and
depositary receipt holders after deduction of its own operating expenses.
Dividends will be paid free of withholding taxes by Reinet Investments to its
shareholders and depositary receipt holders.
- A management fee will be payable annually to the investment advisor
calculated as 1% of the NAV of Reinet Fund adjusted for corporate net
indebtedness of Reinet Investments in respect of investments other than (i)
cash, which will attract a fee of 0.25% and (ii) third-party managed assets,
on which no management fee will be payable. No management fee will be charged
for the period until 31 March 2009.
- In addition, the investment advisor will be entitled to receive a
performance fee from Reinet Fund equal to 10% of the cumulative total
shareholder return from the date of formation; cumulative total shareholder
return will comprise share price appreciation adjusted for dividends paid and
returns of capital.
- Costs incurred by Reinet Investments Manager S.A. and Reinet Fund
Manager S.A. will be reimbursed by Reinet Investments and Reinet Fund,
respectively.
- The amount of the management fee payable to the investment advisor will
be reduced by any costs reimbursed by Reinet Fund to Reinet Fund Manager S.A.
The impact of the three steps of the proposed restructuring on Reinet is
expected to be as follows:
- Step 1: Reconstruction of Richemont
Reinet Investments is established with 574.2 million shares.
Initial assets will comprise approximately 390.0 million BAT
ordinary shares, Euro351.1 million in cash and Euro55.5
million of
other investments.
- Step 2a: Partial capital reduction in Reinet
Approximately 351.0 million BAT ordinary shares, representing
90% of Reinet`s holding, are distributed to shareholders;
approximately 78.6 million Reinet ordinary shares remain
outstanding.
- Step 2b: Capital increase in Reinet to be contributed by Remgro
10% of Remgro`s BAT ordinary shares are contributed to Reinet
in exchange for approximately 30.3 million new Reinet ordinary
shares, bringing the total number of Reinet ordinary shares
outstanding to approximately 108.9 million. The new Reinet
ordinary shares will be distributed by Remgro to its
shareholders in the form of Reinet depositary receipts.
- Step 3a: Reinet rights offer
In total approximately 108.9 million nil-paid warrants will be
issued to subscribe for in total approximately 87.1 million
new ordinary shares of Reinet, bringing the total number of
Reinet ordinary shares to approximately 195.9 million. The
Board of Overseers and the underwriters will set the
subscription exchange ratio, which will determine the number
of BAT ordinary shares that will be contributed into Reinet
through the rights offer, immediately prior to the
commencement of the Reinet rights offer.
- Step 3b: Optional placing of Reinet ordinary shares
The placing of additional new Reinet ordinary shares with the
Rupert family interests will be at NAV per share pro forma for
the rights issue. The placing will be at their option and
will, if exercised, result in a minimum of approximately 5.0
million new Reinet ordinary shares and a maximum number of new
Reinet ordinary shares to be determined by reference to the
remaining total number of BAT ordinary shares held by the
Rupert family interests following the rights issue. The
exchange ratio for the placing will be determined and
announced at the same time as the subscription exchange ratio
for the rights issue. The placing will ensure that Rupert
family interests will be in a position to contribute all of
their remaining BAT ordinary shares into Reinet on a basis
which is expected to be value neutral to other shareholders.
5. FINANCIAL INFORMATION RELATING TO THE TRANSACTION
5.1 Future dividend payments by Remgro
Remgro currently accounts for its interest in BAT as an associated company.
Remgro`s consolidated sales and operating profit will therefore not be
impacted by the proposed transaction. Net income will, however, be reduced by
the elimination of the equity accounted contribution from BAT. Remgro will
also no longer receive any dividends from BAT.
Remgro shareholders are further advised that, following the Remgro
distribution, the future dividends payable by Remgro are likely to be
significantly reduced but Remgro shareholders will receive future
distributions from BAT and Reinet Investments directly.
5.2 Pro forma financial effects of the transaction
The table below sets out the unaudited pro forma financial effects of the
transaction on Remgro based on the audited results of Remgro for the year
ended 31 March 2008.
The unaudited pro forma financial effects of Remgro are the responsibility of
the Remgro directors and has been prepared for illustrative purposes only to
provide information about how the transaction might have affected the
historical financial information of Remgro. Due to their nature, the
unaudited pro forma financial effects may not be a fair reflection of
Remgro`s financial position after the implementation of the transaction, nor
of its future earnings.
Audited Unaudited pro Change
financial forma results (%)
results as at after the
31 March 2008 transaction
before the (cents)
transaction
(cents)
Earnings per 2 096 11 293 439
share ("EPS")
Diluted EPS 2 049 11 253 449
Headline earnings 1 693 735 (57)
per share
("HEPS")
Diluted HEPS 1 649 703 (57)
HEPS (excluding 1 701 743 (56)
non-recurring
portion of BEE
costs)
Diluted HEPS 1 657 710 (57)
(excluding non-
recurring portion
of BEE costs)
NAV per share 12 111 8 344 (31)
Tangible NAV per 12 024 8 258 (31)
share
Notes:
1. The pro forma financial effects are based on the audited financial
results of Remgro for the year ended 31 March 2008. The financial impact on
the earnings of Remgro are illustrated as if the transaction had been
completed at 1 April 2007, while the impact on the net assets of Remgro are
shown as if the transaction had been implemented on 31 March 2008.
2. The Remgro distribution will be implemented in compliance with section
90 of the Companies Act.
3. The following common assumptions have been used in the calculation of
the pro forma financial effects:
a. an income tax rate of 29%;
b. an STC rate of 10%;
c. securities transfer tax of 0.25%;
d. a Remgro ordinary share price of R195.93 at 31 March 2008;
e. a BAT ordinary share price of GBP18.91 at 31 March 2008;
f. interest earned at effective rates that vary between 5.31% and 6.21% per
annum in foreign countries;
g. an average Rand/GBP exchange rate of 14.2869 for the year to 31 March
2008; and
h. a Rand/GBP exchange rate of 14.3449 and 16.0290 at 31 March 2007 and 31
March 2008 respectively.
The financial effects set out above have been prepared based on IFRS and
interpretations of International Financial Reporting Standards ("IFRS")
applicable at 31 March 2008. It should be noted that IFRS is continuing to
evolve through the issue and/or endorsement of new Standards and
Interpretations and developments in the application of recently issued
Standards. For that reason, it is possible that the financial effects
reflected above may change before the presentation of the results of Remgro
for the six months ending 30 September 2008 and year ending 31 March 2009.
6. SALIENT DATES AND TIMES
The salient dates and times for the Remgro distribution are set out below:
2008
Circular to be posted on Friday 15 August
Last day for the receipt of proxy forms Friday 3 October
for the general meeting by 14:30 on
General meeting to be held at 14:30 on Tuesday 7 October
Results of the general meeting released Tuesday 7 October
on SENS on
Results of the general meeting Wednesday 8 October
published in the press on
BAT pre-listing statement available on Friday 10 October
or about
Reinet prospectus available on or about Friday 10 October
Finalisation and salient dates Monday 20 October
announcement in respect of the Remgro
distribution on
Expected listing date for the Reinet Tuesday 21 October
depositary receipts on the JSE on
Last day to trade in Remgro shares on Monday 27 October
the JSE to participate in the Remgro
distribution on
Expected listing of BAT on the JSE on Tuesday 28 October
or before
Remgro shares trade "ex" the Tuesday 28 October
entitlement to the Remgro distribution
on
Remgro distribution record date on Monday 3 November
Assuming that the BAT ordinary shares are registered in the
name of Remgro on Monday 3 November 2008, the following
dates will apply:
Dematerialised Remgro shareholders will Tuesday 4 November
have their accounts with their broker
or CSDP credited with their
proportional share of the distributed
shares on or about
Share certificates in respect of a Tuesday 4 November
certificated Remgro shareholders
proportional share of the distributed
shares will be posted, by registered
post, at the risk of the certificated
Remgro shareholder concerned, to
certificated Remgro shareholders on or
about
Reinet Investments intends undertaking a rights offer during
the period from Monday 10 November 2008 to Friday 5 December
2008, the salient features of which are described in the
circular which will be issued to Remgro shareholders and in
the Reinet prospectus expected to be issued on or about
Friday 10 October 2008.
Notes:
1. Dematerialised Remgro shareholders will be able to trade the BAT
ordinary shares and Reinet depositary receipts, which they will receive
pursuant to the Remgro distribution from Tuesday 28 October 2008, being five
days before it is anticipated that these shares will reflect in the accounts
of dematerialised Remgro shareholders. However, as the settlement process is
dependent on a number of steps, it is advisable to exercise caution when
trading the Remgro ordinary shares and Reinet depositary receipts which
shareholders will receive pursuant to the Remgro distribution.
2. All times shown above are South African local times.
3. These dates and times are subject to change. Any material change will be
released on SENS and published in the South African press.
4. No dematerialisation or rematerialisation of Remgro share certificates
may take place after the last day to trade in Remgro shares in order to
participate in the Remgro distribution.
5. Unless otherwise instructed, the transfer secretaries, Computershare
Investor Services (Proprietary) Limited, will withhold, , the certificates in
respect of BAT ordinary shares received pursuant to the Remgro distribution
until after the Reinet rights offer in order to facilitate the subscription
by certificated Reinet depositary receipt holders of new Reinet depositary
receipts in terms of the Reinet rights offer.
7. INFORMATION ON BAT
BAT is one of the world`s leading tobacco groups, with brands sold in more
than 180 markets and a strong position in more than 50 markets. Its
subsidiaries produce some 684 billion cigarettes through 47 cigarette
factories in 40 countries with four separate factories manufacturing cigars,
roll-your-own and pipe tobacco. BAT manages a portfolio with 300 brands
including the four `Global Drive` Brands: Dunhill, Kent, Lucky Strike and
Pall Mall. Much of the growth of the leading brands is driven by product
innovation relating to filters, flavours, packaging and cigarette formats.
BAT has a significant interest in tobacco leaf growing, working with
thousands of farmers internationally. It employs over 53 000 people
worldwide.
Remgro shareholders are advised to read the BAT pre-listing statement
expected to be issued on or about Friday 10 October 2008. In addition,
information on BAT can be found on its website, www.bat.com.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The Remgro cautionary announcement released on SENS on 19 November 2007 and
published in the press on 20 November 2007 is hereby withdrawn. Accordingly,
Remgro shareholders are no longer required to exercise caution when dealing
in their Remgro shares.
8 August 2008
Stellenbosch
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Hofmeyr Herbstein & Gihwala Inc
Independent reporting accountants
PricewaterhouseCoopers Inc
This announcement sets out details pertaining to the Remgro distribution and
is addressed only to persons to whom it may lawfully be made. The Remgro
distribution in jurisdictions other than South Africa may be restricted by
law and a failure to comply with any of those restrictions may constitute a
violation of the securities laws of any such jurisdiction. Persons who are in
possession of this announcement must inform themselves about and observe any
such restrictions.
The Remgro distribution may be affected by the laws of such foreign Remgro
shareholders` relevant jurisdiction. Those foreign Remgro shareholders should
consult their professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to take up their rights.
In particular, the information contained herein does not constitute an offer
of securities for sale in the United States. None of the securities
described, or directly or indirectly referred to, in this announcement have
been and nor will they be registered under the US Securities Act of 1933, as
amended (the "Securities Act"). Such securities may not be offered or sold in
the United States to, or for the account or benefit of, U.S. persons (as such
terms are defined in Regulation S under the Securities Act) unless registered
under the Securities Act or pursuant to an exemption from such registration.
If and to the extent that any such securities may be deemed to be offered or
sold as a result of the transactions described in this announcement, such
securities are being offered and sold only to persons in offshore
jurisdictions outside the United States in accordance with Regulation S under
the Securities Act.
This announcement has not been and may not be disseminated or distributed by
any person in the United States or to U.S. persons.
Date: 08/08/2008 07:30:19 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
