| Fri 10 Oct 2008, 7:43 | | RCH - Richemont - Press release for immediate release except as specified |
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RCH
RCH
RCH - Richemont - Press release for immediate release except as specified
under the section headed "Limitations of this Announcement"
RICHEMONT SECURITIES AG
(Incorporated in Switzerland)
Share code: RCH
ISIN: CH0013157380
("Richemont")
PRESS RELEASE FOR IMMEDIATE RELEASE EXCEPT AS SPECIFIED UNDER THE SECTION
HEADED "LIMITATIONS OF THIS ANNOUNCEMENT"
RICHEMONT RESTRUCTURING APPROVED
The necessary PC-holder and shareholder approvals having been obtained at
meetings held on 8 and 9 October respectively, Compagnie Financiere
Richemont SA ("CFR") and Richemont SA ("RSA") will proceed with the
restructuring of their businesses to create a focused luxury goods
business and a separately-listed investment vehicle, as previously
announced. The restructuring will result in the distribution of 90 per
cent of Richemont`s interest in British American Tobacco plc ("BAT") to
its shareholders.
Key elements of the restructuring
- Richemont units, comprising shares issued by CFR and PCs issued by
RSA, will be de-twinned on 20 October 2008 to create two separate
entities:
- CFR will become a focused luxury goods business, holding all of
Richemont`s luxury assets; it will continue to be headquartered
in Geneva and listed on SIX Swiss Exchange; it is expected to
remain in the blue-chip SMI index of leading Swiss stocks;
- RSA will be converted into a Luxembourg investment vehicle
listed on the Luxembourg Stock Exchange, to be renamed Reinet
Investments SCA ("Reinet"), which will focus on long term
capital growth; the existing PCs issued by RSA will
simultaneously be converted into ordinary shares in Reinet;
- Trading of the de-twinned CFR shares and new Reinet shares will
commence on 21 October 2008 on SWX Europe and the Luxembourg
Stock Exchange, respectively.
- On 3 November 2008, 90 per cent of Richemont`s interest in BAT,
being some 351 million shares representing approximately 17.6 per
cent of the ordinary capital of BAT, will be distributed to Reinet
shareholders on the cancellation of approximately 86.3% of the share
capital of Reinet; the remaining 10 per cent of Richemont`s interest
in BAT, some 39 million shares being 1.9 per cent of the ordinary
capital of BAT, will be retained in Reinet; a further 1.1 per cent
of the ordinary capital of BAT (some 21 million shares) will be
contributed by Remgro on the same terms in exchange for Reinet
Depositary Receipts ("Reinet DRs") for distribution to its
shareholders; at this point, Reinet will hold some 60 million BAT
shares and approximately Euro407 million of cash and other
investments;
- Reinet will subsequently launch a rights issue whereby shareholders
can subscribe for Reinet shares using BAT shares. It is expected
that shareholders will be able to subscribe for four new Reinet
shares for every five Reinet shares held; the precise terms of the
rights issue, including its size and the subscription exchange
ratio, will be determined immediately prior to its launch. Rupert
family interests have committed to underwrite the entire rights
issue and, through a subsequent placing of Reinet shares at NAV per
share, will be able to contribute into Reinet any remaining BAT
shares that they hold; and
- Richemont DRs will be separated into CFR DRs and Reinet DRs.
Richemont DR holders will also participate in the restructuring and
receive BAT shares. Linked to this and pursuant to an undertaking
given by BAT in February 2007, BAT has committed to seek to obtain a
secondary listing of its shares on the stock exchange in
Johannesburg (the "JSE"). It is expected that this listing will
become effective by 28 October 2008.
Impact of the restructuring on unitholders
Each Richemont `A` unit currently listed on SIX Swiss Exchange comprises
one `A` share issued by CFR and one PC issued by RSA.
For every 1 000 Richemont `A` units held an investor will hold on 21
October 2008:
- 1 000 `A` shares in CFR, a focused luxury goods vehicle listed on
SIX Swiss Exchange; and
- 1 000 ordinary shares in Reinet, an investment vehicle listed on the
Luxembourg Stock Exchange.
On 3 November 2008, Reinet will distribute 90% of its BAT shares to its
shareholders on the cancellation of approximately 86.3% of the ordinary
shares in Reinet. On 10 November 2008, Reinet will issue warrants to its
shareholders with one warrant issued in respect of each ordinary share
outstanding; it is expected that five warrants will be required to
subscribe for four new shares.
After the launch of the rights issue on 10 November 2008 and prior to its
conclusion, for every 1 000 Richemont `A` units previously held, an
investor will therefore have:
- 1 000 `A` shares in CFR;
- 137 ordinary shares in Reinet;
- 611 shares in BAT; and
- 137 warrants to subscribe for 110 new ordinary shares in Reinet.
An investor will be able either to exercise the warrants by subscribing
for new ordinary shares in Reinet by contributing BAT shares at a
subscription exchange ratio to be determined just prior to the launch
date on 10 November 2008 or to sell the warrants on the Luxembourg Stock
Exchange.
The subscription exchange ratio will be determined by reference to the
prevailing market prices of BAT and Reinet shares and is expected to
reflect a 5-10 per cent discount to the theoretical ex-rights price
("TERP") of Reinet shares which itself is expected to reflect a discount
to the net asset value per share. This subscription exchange ratio will
be announced immediately prior to the issue of the warrants.
Richemont DRs trade in the ratio of 10 DRs to every Richemont `A` unit.
Following the reconstruction, 10 CFR DRs will equal one CFR `A` share and
10 Reinet DRs will equal one Reinet share.
Richemont DRs are currently classified as domestic dual listed securities
in the hands of South African investors. The same dispensation will
extend to the Reinet DRs and the new CFR DRs. Consequently no ownership
restrictions will apply to CFR DRs and Reinet DRs and, in particular, the
holding of such DRs will not be marked against a South African investor`s
foreign portfolio allowance and prudential limits for institutional
holders will not apply. A derivative of the warrants, "warrant
receipts",, will be tradable on the JSE and a facility will be
established for the conversion of the warrants into South African warrant
receipts, and vice versa.
Fractional entitlements will be dealt with according to market practice
by the relevant settlement systems and/or financial intermediaries. The
numbers in the example of the impact of the restructuring on 1 000
Richemont `A` units have been rounded for presentational purposes.
Richemont unit buyback programme
On 22 May 2008, Richemont announced a programme to acquire through the
market up to 10 000 000 Richemont `A` units. As a consequence of the
reconstruction, the buyback programme will relate in future solely to CFR
`A` shares.
This and previous buyback programmes have been implemented by Richemont
to purchase units to hedge obligations to employees arising in connection
with the Group`s long-term incentive schemes. As a consequence of the
restructuring, non-vested options over Richemont `A` units granted to
employees under such schemes will be converted into options solely over
CFR `A` shares. In consequence, Richemont Employee Benefits Limited, an
affiliate of CFR, will acquire up to 3 000 000 `A` shares through the
market, as part of the previously announced programme, to hedge its
obligations to employees.
As the first phase of the restructuring will be effective on 20 October
2008 during a `closed period` for unit/share dealing established by the
Group prior to the announcement of interim results in November 2008,
Richemont Employee Benefits Limited has given instructions, prior to the
commencement of the closed period, to a bank to acquire such CFR `A`
shares in the market following, and conditional upon, the implementation
of the restructuring.
Expected timetable of key dates for unitholders
Step/Event Date
2008
Publication of Reinet listing prospectus 10 October
Reconstruction of Richemont:
- De-twinning of Richemont units effective 20 October
- Luxury split on cancellation of CFR`s interest 20 October
in RSA
- RSA converted into Reinet and PCs converted 20 October
into Reinet shares
- Investors receive new Reinet shares and de- 21 October
twinned CFR shares in SIS accounts
- Separate listings of CFR and Reinet effective 21 October
Distribution of BAT shares:
- Reinet shares will trade "ex-entitlement" to 28 October
the distribution of BAT shares from
- Distribution of BAT shares to Reinet 3 November
shareholders pursuant to a partial capital
reduction of Reinet
Rights offering of Reinet
- Publication of the rights offering prospectus 7 November
- Issue of nil-paid warrants 10 November
- Trading period for warrants 10-28 November
- Practical end of exercise period 3 December
- Auction for unexercised warrants 8 December
- Capital increase effective 10 December
Final effective date for optional placing of 12 December
Reinet
The implementation of the restructuring remains subject to the formal
approval of the listing of Reinet shares and Reinet DRs on the Luxembourg
and Johannesburg stock exchanges, respectively.
More detailed information in respect of trading and settlement is to be
found in Appendices 4 and 5 to this document.
Unitholders` attention is drawn to the statements on the potential tax
implications of the restructuring in various jurisdictions as set out in
the Information Memorandum. In Switzerland, for example, the Swiss
federal tax administration has indicated that the distribution of BAT
shares planned for 3 November will be treated as dividend income and will
be taxable on the market value of such BAT shares for Swiss-resident
individual shareholders holding their Reinet shares as a private asset.
Unitholders should refer to the Information Memorandum and consult their
professional advisors in respect of the tax impact of the transactions.
Further information
Additional information on the current Group structure and the Group
structure following the restructuring, CFR after the restructuring,
key characteristics of Reinet and the expected timetable of key
trading and settlement dates for Richemont Unitholders and DR
holders can be found in appendices 1 to 5, respectively.
Press inquiries: Alan Grieve
Director of Corporate Affairs
Tel: +41 22 721 3507
Analysts` inquiries: Sophie Cagnard
Director of Investor Relations
Tel: +33 1 5818 2597
Advisors
Goldman Sachs International has acted as lead financial adviser to
Richemont in connection with the proposed restructuring. Goldman Sachs
International, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Richemont and no one else in connection
with the restructuring and will not be responsible to anyone other than
Richemont for providing the protections afforded to clients of Goldman
Sachs International nor for providing advice in connection with the
restructuring or any other matters referred to in this document.
Rand Merchant Bank (a division of FirstRand Bank Limited) has acted as
financial adviser to Richemont in relation to South African aspects of
the restructuring and acts as `Sponsor` for Richemont in respect of its
DR programme on the JSE.
Cliffe Dekker Hofmeyr Incorporated has acted as legal advisors to
Richemont in relation to South African aspects of company, securities,
exchange control and tax law aspects of the restructuring.
Richemont owns a portfolio of leading international brands or `Maisons`,
which are managed independently of one another, recognising their
individuality and uniqueness. The businesses operate in five areas:
Jewellery Maisons, being Cartier and Van Cleef & Arpels; Specialist
watchmakers, which is made up of Jaeger-LeCoultre, Piaget, IWC, Baume &
Mercier, Vacheron Constantin, Officine Panerai, A. Lange & Sohne and
Roger Dubuis; Writing instrument manufacturers - Montblanc and
Montegrappa; Leather and accessories Maisons, being Alfred Dunhill and
Lancel; and Other businesses, which includes, specifically, Chloe as well
as other, smaller Maisons and watch component manufacturing activities
for third parties.
In addition to its luxury goods business, Richemont currently holds a
19.5 per cent interest in BAT, one of the world`s leading tobacco groups.
`A` bearer units of Richemont are listed on SIX Swiss Exchange and are
traded on SWX Europe. Richemont DRs are listed on the Johannesburg stock
exchange operated by JSE Limited.
Limitations of this announcement
This announcement is not intended for distribution to, or use by any
person or entity in any jurisdiction or country where such distribution
or use would be contrary to local law or regulations.
This announcement does not constitute nor does it form part of any offer
or invitation to buy, sell, exchange or otherwise dispose of, or issue,
or any solicitation of any offer to sell or issue, exchange or otherwise
dispose of, buy or subscribe for, any securities, nor does it constitute
investment, legal, tax, accountancy or other advice or a recommendation
with respect to such securities, nor does it constitute the solicitation
of any vote or approval in any jurisdiction, nor shall there be any offer
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the applicable securities laws of any such
jurisdiction (or under exemption from such requirements).
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 or to, or for
the account or benefit of, US 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
transactions 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 US persons.
Switzerland
Neither Reinet Investments SCA nor Reinet Fund SCA, FIS have been
approved by the Swiss Federal Banking Commission as a foreign collective
investment scheme pursuant to Article 120 of the Swiss Collective
Investment Schemes Act of 23 June 2006.
Professional advice
The terms of the reconstruction are complex, involving steps in a number
of jurisdictions. Holders of Richemont units and DRs are therefore
advised to contact their professional advisors for advice on fiscal,
legal and investment matters.
Forward looking statements
This announcement includes forward-looking statements that are subject to
risks and uncertainties, including those pertaining to the anticipated
benefits to be realised from the proposals described herein. This
announcement contains a number of forward-looking statements including,
in particular, statements about future events, future financial
performance, plans, strategies, expectations, prospects, competitive
environment, regulation and supply and demand. Forward-looking
statements include all statements that are not historical facts and can
be identified by the use of forward-looking terminology such as the words
"may", "will", "expect", "anticipate", "believe", "estimate", "plan",
"intend" and similar expressions or the negative of these terms or
similar expressions in this announcement. The management of Richemont
has based these forward-looking statements on its views with respect to
future events and financial performance. Actual financial performance of
the entities described herein could differ materially from that projected
in the forward-looking statements due to the inherent uncertainty of
estimates, forecasts and projections, and financial performance may be
better or worse than anticipated. Given these uncertainties, readers
should not put undue reliance on any forward-looking statements. Forward-
looking statements represent estimates and assumptions only as of the
date that they were made. The information contained in this announcement
is subject to change without notice and Richemont does not undertake any
duty to update the forward-looking statements, and the estimates and
assumptions associated with them, except to the extent required by
applicable laws and regulations.
Appendix 1
Shareholders are referred to Richemont`s website (www.richemont.com) for
the Group Structures prior to and after the restructuring.
Appendix 2
CFR after the restructuring
Following the first phase of the restructuring, CFR will be a focused
luxury goods company headquartered in Geneva, Switzerland. CFR`s
strategy and management of its luxury goods business will not be affected
by the restructuring. The Board of RSA has functioned as the Group`s
management board. As a consequence of the restructuring, a management
committee of Richemont will be re-established within CFR.
The existing `A` bearer and `B` registered share classes of CFR will be
maintained. The `A` bearer shares of CFR will continue to be traded on
the EU-regulated segment of SWX Europe and the `B` registered shares of
CFR will continue to be held by Rupert family interests.
Richemont currently accounts for its interest in BAT as an associated
company. Following the restructuring, CFR`s consolidated sales and
operating profit will therefore not be impacted by the proposals. Net
income, however, will be reduced by the elimination of the equity
accounted contribution from BAT. The Group`s cash flow will be solely
that generated by its luxury operations (and related net financial
income); post restructuring, CFR will no longer receive any dividends
from BAT.
Appendix 3
Key characteristics of Reinet
Reinet will have the following key attributes:
- Reinet Investments SCA will be a securitisation vehicle incorporated
in Luxembourg with its shares listed on the Luxembourg Stock
Exchange. Its investment policy will be to invest into its sole
subsidiary, Reinet Fund SCA, FIS, 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 CFR;
- 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 Commandites`),
Reinet Investments Manager SA and Reinet Fund Manager SA, will be
limited liability companies incorporated in Luxembourg and
controlled by Rupert family interests. Both managing partners will
be chaired by Mr Johann Rupert, who will also remain as Executive
Chairman of CFR;
- 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 Manager and Reinet Fund Manager, which will also
act as the audit committee of Reinet Investments and Reinet Fund.
The following have been appointed to be the initial members of the
Board of Overseers:
Mr Yves-Andre Istel Senior Advisor to Rothschild Inc.
Mr Ruggero Magnoni former Vice Chairman of Lehman Brothers Inc.
Mr Alan Quasha Chairman of Quadrant Management Inc.
Mr Jurgen Schrempp Non-Executive Chairman of Mercedes-Benz,
South Africa and former Chairman of the
Management Board of DaimlerChrysler AG
- The Boards of Reinet Investments Manager SA and Reinet Fund Manager
SA will initially comprise:
Reinet Investments Manager SA
Mr Johann Rupert Chairman of CFR 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 SA
Mr Johann Rupert (see above)
Mr Eloy Michotte (see above)
Mr Jo` Schwenke (see above)
Mr Alan Grieve (see above)
Mr Kurt Nauer Treasury Manager of RSA
- Reinet Fund Manager will be advised by Reinet Investment Advisors
Limited (the "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;
- Any 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 DR holders after deduction of its own
operating expenses. Under current law and practice, dividends will
be paid free of withholding taxes by Reinet Investments to its
shareholders and DR holders;
- A management fee will be payable annually to the Investment Advisor
calculated as 1 per cent of the NAV of Reinet Fund adjusted for
corporate net indebtedness of Reinet Investments SCA outside Reinet
Fund (if any) in respect of investments other than (i) cash, which
will attract a fee of 0.25 per cent, 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 per cent of the
cumulative total shareholder return from the date of formation;
cumulative total shareholder return will comprise share price
appreciation and distributions to shareholders. The first period
for calculation of the performance fee will run until 31 March 2011
- subsequent calculation periods will be in line with financial
years of Reinet;
- Costs incurred by Reinet Investments Manager SA and Reinet Fund
Manager SA will be reimbursed by Reinet Investments and Reinet Fund,
respectively; the amount of the management fee payable to the
Investment Advisor will, however, be reduced by any cost
reimbursements made by Reinet Fund to Reinet Fund Manager;
- The impact of the three phases of the restructuring on Reinet will
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 shares and approximately Euro407
million in cash and other assets of which it is
expected that some Euro351 million will be in cash
and some Euro55 million will be in the form of other
investments.
- Step 2a: Distribution of BAT shares
Approximately 351.0 million BAT shares, representing
90% of Reinet`s interest in BAT, are distributed to
shareholders. As a result the number of Reinet
shares outstanding will be approximately 78.6
million.
- Step 2b: Capital increase in Reinet to be subscribed for by
Remgro
10% of Remgro`s interest in BAT (being some 21.4
million BAT shares) is contributed to Reinet in
exchange for approximately 30.3 million new Reinet
shares, bringing the total number of Reinet shares
outstanding to approximately 108.9 million. The new
Reinet shares will be distributed to Remgro
shareholders in the form of Reinet DRs. As a result
of step 2, Reinet will own approximately 3.0 per cent
of the ordinary capital of BAT.
- Step 3a: Reinet rights issue
In total approximately 108.9 million nil-paid
warrants will be issued to subscribe for an expected
total of approximately 87.1 million new shares of
Reinet, bringing the total number of Reinet shares to
approximately 195.9 million. The Board of Overseers
and the underwriters will set the precise size of the
rights issue and the subscription exchange ratio,
which will determine the number of BAT shares that
will be contributed to Reinet through the rights
issue, immediately prior to the commencement of the
rights issue. The rights issue will be fully
underwritten by Rupert family interests.
- Step 3b: Optional placing of Reinet shares
The placing of additional new Reinet 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 5.0 million new Reinet shares and a
maximum number of new Reinet shares to be determined
by reference to the remaining total number of BAT
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 shares into Reinet on a basis which is
expected to be value neutral to other shareholders.
- Appendix 4
- Detailed settlement timetable for dealings in Richemont units, CFR
shares and Reinet shares
- Although the clearing and settlement systems have agreed to certain
procedures to facilitate the settlement of the transactions described
below and the trading of the relevant securities among their
participants, they are under no obligation to perform or to continue to
perform these procedures, and these procedures may be discontinued at any
time. None of CFR, Reinet or any of their respective affiliates or
agents will have any responsibility for the performance by the clearing
and settlement systems or their respective participants of their
obligations under the rules and procedures governing their operations.
2008
Conversion of Richemont units into Monday 13 October
Richemont DRs and Richemont DRs into
Richemont units blocked from
Last day for trading of CFR "A" units Wednesday 15 October
with settlement in CFR "A" units
First day for trading of CFR "A" units Thursday 16 October
with settlement in detwinned CFR "A"
shares and new Reinet shares
Effective date of the reconstruction Monday 20 October
(after close of
business)
Listing of CFR shares in de-twinned Tuesday 21 October
form on SIX Swiss Exchange
Listing of Reinet shares on the Tuesday 21 October
Luxembourg Stock Exchange
Investors receive new Reinet shares Tuesday 21 October
and de-twinned CFR shares in SIS
accounts
Last day to trade Reinet shares "cum- Monday 27 October
entitlement" to distribution of BAT
shares
First day to trade Reinet shares "ex- Tuesday 28 October
entitlement" to distribution of BAT
shares
SHAREHOLDERS SHOULD NOT SELL MORE THAN
THEIR POST-CAPITAL REDUCTION
ENTITLEMENTS TO REINET SHARES, WHICH
WILL BE EQUAL TO APPROXIMATELY 13.7%
OF THEIR `PRE CAPITAL REDUCTION`
HOLDINGS
Conversion of Reinet shares into Tuesday 28 October to
Reinet DRs and Reinet DRs into Reinet Monday 3 November
shares blocked from (inclusive)
Record date for distribution of BAT Thursday 30 October
shares in relation to Reinet capital
reduction
Effective date of Reinet capital Monday 3 November
reduction and distribution of BAT
shares
CREST accounts credited with BAT Monday/Tuesday
shares and despatch of BAT share 3 - 4 November
certificates
Conversion of Reinet shares into Thursday 6 November
Reinet DRs and Reinet DRs into Reinet and
shares blocked Friday 7 November
Publication of the rights offering Friday 7 November
prospectus
Record date for Reinet shareholders Friday 7 November
with respect to warrants entitlement
Warrants commence trading on the Monday 10 November
Luxembourg Stock Exchange
First day of warrants exercise period Monday 10 November
Conversion of warrants into warrant Thursday 27 November
receipts and warrant receipts into
warrants blocked from
Last day to trade warrants on the Friday 28 November
Luxembourg Stock Exchange
Last practicable day of warrants Wednesday 3 December
exercise period in respect of
dematerialised warrants
Last day of warrants exercise period Friday 5 December
Auction of unexercised warrants on the Monday 8 December
Luxembourg Stock Exchange
Settlement date for new Reinet shares Wednesday 10 December
- Note: The timetable above and the dates shown elsewhere in this
announcement may be subject to change as a result of events outside
Richemont`s or Reinet`s control which may delay or affect the timing
of certain events. Richemont or, where relevant, Reinet will issue
a public notice in the event that any change is made to the above
timetable.
- Appendix 5
- Detailed settlement timetable for dealings in Richemont DRs, CFR DRs
and Reinet DRs in South Africa
- Although the clearing and settlement systems have agreed to certain
procedures to facilitate the settlement of the transactions
described below and the trading of the relevant securities among
their participants, they are under no obligation to perform or to
continue to perform these procedures, and these procedures may be
discontinued at any time. None of CFR, Reinet or any of their
respective affiliates or agents will have any responsibility for the
performance by the clearing and settlement systems or their
respective participants of their obligations under the rules and
procedures governing their operations.
2008
Last date to dematerialise or Friday 10 October
rematerialise Richemont DRs
Conversion of Richemont units into Monday 13 October
Richemont DRs and Richemont DRs into
Richemont units blocked from
Last day to trade in Richemont DRs on Monday 20 October
the JSE
Suspension of the Richemont DRs from Tuesday 21 October
trading on the JSE from 09:00 (South
African Standard Time ("SAST"))
Listing of CFR DRs and Reinet DRs on Tuesday 21 October
the JSE
Commencement of trade in the CFR DRs Tuesday 21 October
and the Reinet DRs on the JSE from
09:00 (SAST)
Finalisation date for the capital Friday 24 October
reduction of Reinet
Record date for the Richemont Monday 27 October
reconstruction
Last day to trade Reinet DRs "cum- Monday 27 October
entitlement" to the distribution of
BAT shares
Conversion of Reinet Shares into Tuesday 28 October to
Reinet DRs and Reinet DRs into Reinet Monday 3 November
Shares blocked from (inclusive)
Delisting of Richemont DRs from the Tuesday 28 October
JSE
Dematerialised Richemont DR holders` Tuesday 28 October
accounts with their brokers or CSDPs
will be updated with the CFR DRs and
the Reinet DRs
Certificates in respect of the CFR DRs Tuesday 28 October
posted to certificated Richemont DR
holders on or about (note 2)
First day to trade Reinet DRs "ex- Tuesday 28 October
entitlement" to the distribution of
BAT shares from 09.00 (SAST)
Listing of BAT shares on the JSE Tuesday 28 October
effective on or before
First day to trade BAT share Tuesday 28 October
entitlements from 09.00 (SAST)
Record date on the JSE for the capital Monday 3 November
reduction of Reinet
Dematerialised Reinet DR holders` Tuesday 4 November
accounts with their broker or CSDP
will be updated with BAT shares on or
about (note 3)
Conversion of Reinet shares into Thursday 6 November
Reinet DRs and Reinet DRs into Reinet and
shares blocked Friday 7 November
Publication of the rights offering Friday 7 November
prospectus on or about
Last day to trade in Reinet DRs on the Friday 7 November
JSE to be eligible for the rights
offering proposed by Reinet
First day of the warrant receipts Monday 10 November
exercise period
Warrant receipts listed and commence Monday 10 November
trading on the JSE from 09:00 (SAST)
Record date on the JSE to be eligible Friday 14 November
for the rights offering
Conversion of warrants into warrant Thursday 27 November
receipts and warrant receipts into
warrants blocked from
Last day to trade in warrant receipts Friday 28 November
on the JSE
Last practicable day for the exercise Wednesday 3 December
of warrant receipts by dematerialised
warrant receipt holders
Last day for the exercise of warrant Friday 5 December
receipts by certificated warrant
receipt holders by 11.00 (SAST)
Record date on the JSE for the rights Friday 5 December
offering and closing of the rights
offering on the JSE
Auction of unexercised warrants on the Monday 8 December
Luxembourg stock exchange
Dematerialised Reinet DR holders` Wednesday 10 December
accounts with their broker or CSDP
updated with new Reinet DRs on or
about
Certificates in respect of the Reinet Wednesday 10 December
DRs, new Reinet DRs (to be issued
pursuant to the exercise of warrant
receipts) and BAT shares will be
posted to those certificated former
Richemont DR holders who have
surrendered their Richemont DR
certificates to the depositary agent
Notes
1. Following the last day to trade in Reinet DRs in order to
participate in the capital reduction of Reinet, expected to be on
Monday 27 October 2008, approximately 86.3 per cent of each Reinet
DR holder`s holding in Reinet DRs will be blocked in anticipation of
the capital reduction, through which BAT shares will be delivered to
Reinet DR holders on the cancellation of a portion of their Reinet
DRs. Reinet DR holders should not sell more than their post capital
reduction entitlements to Reinet DRs which will be equal to
approximately 13.7% of their pre capital reduction holdings.
2. Computershare Investor Services (Proprietary) Limited, the South
African transfer secretaries ("Transfer Secretaries") will withhold
the certificates in respect of Reinet DRs to which a certificated
Richemont DR holder is entitled upon the surrender of his Richemont
DR certificates to facilitate the capital reduction of Reinet.
3. The Transfer Secretaries will withhold the certificates in respect
of BAT shares to which a certificated Reinet DR holder is entitled
to facilitate the rights offering proposed by Reinet.
4. Dematerialised warrant receipt holders are advised that in terms of
standard market practice, dematerialised warrant receipt holders
must instruct their CSDP or broker to exercise their warrant
receipts in accordance with their terms by Wednesday 3 December
2008. Certificated warrant receipt holders may exercise their
warrant receipts in accordance with their terms by 11:00 (SAST) on
Friday 5 December 2008.
5. These dates and times are subject to change. Any material change
will be released on SENS.
10 October 2008
Financial adviser and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial adviser
Goldman Sachs International
Attorneys
Cliffe Dekker Hofmeyr Incorporated
Date: 10/10/2008 07:43:02 Produced by the JSE SENS Department.
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