| Mon 27 Oct 2008, 7:26 | | REI - Reinet Investments S.C.A - Reduction of capital of Reinet Investments SCA |
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REI
REI
REI - Reinet Investments S.C.A - Reduction of capital of Reinet Investments SCA
- Distribution of ordinary Shares in British American Tobacco PLC
Richemont Securities AG
(Incorporated in Switzerland)
Reinet Investments S.C.A. Depositary Receipt code: REI
Reinet Investments S.C.A. ISIN: CH0045159214
PRESS RELEASE - 24 OCTOBER 2008
REDUCTION OF CAPITAL OF REINET INVESTMENTS SCA - DISTRIBUTION OF ORDINARY SHARES
IN BRITISH AMERICAN TOBACCO PLC
Reinet Investments SCA ("Reinet") has previously announced, in the context of
the Richemont reconstruction, that it will distribute 90 per cent of its
interest in British American Tobacco plc ("BAT") to its shareholders on or about
3 November 2008.
The distribution of 351,032,964 BAT shares will be effected through the
cancellation of approximately 495,599,271 Reinet ordinary shares or
approximately 86.3 per cent of all Reinet ordinary shares outstanding. The
precise number will be a function of the treatment of fractions by financial
intermediaries and/or settlement systems. This means that each shareholder will
be entitled to receive 0.7083 BAT shares for each Reinet ordinary share
cancelled. On or about 3 November 2008, a holder of 1 000 Reinet ordinary
shares of record on 30 October 2008 will thus receive 611 BAT shares against
cancellation of 863 Reinet ordinary shares and will retain the remaining 137
Reinet ordinary shares.
With effect from the commencement of trade on Tuesday 28 October 2008, Reinet
shares will trade `ex` the distribution rights and approximately 86.3 per cent
of the Reinet ordinary shares in issue will be earmarked for cancellation.
Reinet shares acquired on or after Tuesday 28 October 2008 will trade `ex` the
rights to the distribution of the BAT shares. Reinet shareholders are reminded
that they should only trade their entitlement to approximately 13.7 per cent of
their original holding of Reinet ordinary shares from the commencement of trade
on 28 October 2008.
Depositary receipts in respect of ordinary shares of Reinet ("Reinet DRs") trade
in South Africa on the JSE Limited in the ratio of 10 Reinet DRs to each Reinet
ordinary share. Holders of Reinet DRs will be entitled to receive 0.7083 BAT
shares for every 10 Reinet DRs cancelled. On or about 4 November 2008, a holder
of 1 000 Reinet DRs of record on 3 November 2008 will therefore receive 61 BAT
shares against cancellation of 863 Reinet DRs and will retain the remaining 137
Reinet DRs.
With effect from the commencement of trade on Tuesday 28 October 2008, the
Reinet DRs will trade `ex` the distribution rights and approximately 86.3 per
cent of the Reinet DRs in issue under the ISIN CH0045159214 will be earmarked
for cancellation. The remaining Reinet DRs, being approximately 13.7 per cent
of the Reinet DRs currently under ISIN number CH0045159214, will be migrated to
and commence trading on the JSE under a new ISIN number CH0045793657. These
remaining Reinet DRs will trade `ex` the rights to the distribution of the BAT
shares from the commencement of trade on Tuesday 28 October 2008.
The distributions of the BAT shares to shareholders will be effected by the
company and, through Richemont Securities AG, to DR holders and are expected to
be credited to accounts no later than 4 November 2008. Shareholders and DR
holders who wish to participate in the distribution need take no action at this
time.
The detailed timetables in terms of the remaining steps to be implemented in
respect of Reinet shares and Reinet DRs are set out in Appendices 1 and 2 to
this announcement, respectively.
Further information:
Press Mr Alan Grieve Analysts` Ms Sophie Cagnard
inquiries: inquiries:
Chief Financial Officer Head of Investor
Reinet Investments SCA Relations Richemont
Tel: +41 22 721 3507 Tel: +33 15818 2597
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.
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.
Appendix 1
Detailed settlement timetable for dealings in 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 Reinet or any of its
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 day to trade Reinet shares "cum-entitlement" Monday 27 October
to distribution of BAT shares
First day to trade Reinet shares "ex-entitlement" Tuesday 28 October
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 Reinet DRs and Tuesday 28 October to
Reinet DRs into Reinet shares blocked from Monday 3 November
(inclusive)
Record date for distribution of BAT shares in Thursday 30 October
relation to Reinet capital reduction
Effective date of Reinet capital reduction and Monday 3 November
distribution of BAT shares
CREST accounts credited with BAT shares and Monday/Tuesday 3 - 4
despatch of BAT share certificates November
Conversion of Reinet shares into Reinet DRs and Thursday 6 November and
Reinet DRs into Reinet shares blocked Friday 7 November
Publication of the rights offering prospectus Friday 7 November
Record date for Reinet shareholders with respect Friday 7 November
to warrants entitlement
Warrants commence trading on the Luxembourg Stock Monday 10 November
Exchange
First day of warrants exercise period Monday 10 November
Conversion of warrants into warrant receipts and Thursday 27 November
warrant receipts into warrants blocked from
Last day to trade warrants on the Luxembourg Friday 28 November
Stock Exchange
Last practicable day of warrants exercise period Wednesday 3 December
in respect of dematerialised warrants
Last day of warrants exercise period Friday 5 December
Auction of unexercised warrants on the Luxembourg Monday 8 December
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 Reinet`s control which may
delay or affect the timing of certain events. Reinet will issue a public notice
in the event that any change is made to the above timetable.
Appendix 2
Detailed settlement timetable for dealings in 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 Reinet or any of its
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.
Capitalised and settlement terms used in this timetable will have the same
meaning as those contained in the document called "Supplementary Pre-Listing
Information Document on Reinet Investments SCA", dated 10 October 2008.
2008
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 Reinet Tuesday 28 October to Monday 3
DRs and Reinet DRs into Reinet Shares November (inclusive)
blocked from
Delisting of Richemont DRs from the JSE Tuesday 28 October
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) under a new ISIN
number CH0045793657
Listing of BAT shares on the JSE effective Tuesday 28 October
on or before
First day to trade BAT share entitlements Tuesday 28 October
from 09.00 (SAST)
Record date on the JSE for the capital Monday 3 November
reduction of Reinet
Dematerialised Reinet DR holders` accounts Tuesday 4 November
with their broker or CSDP will be updated
with BAT shares on or about (note 3)
Conversion of Reinet shares into Reinet Thursday 6 November and Friday 7
DRs and Reinet DRs into Reinet shares November
blocked
Publication of the rights offering Friday 7 November
prospectus on or about
Last day to trade in Reinet DRs on the JSE Friday 7 November
to be eligible for the rights offering
proposed by Reinet
First day of the warrant receipts exercise Monday 10 November
period
Warrant receipts listed and commence Monday 10 November
trading on the JSE
Record date on the JSE to be eligible for Friday 14 November
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 on Friday 28 November
the JSE
Last practicable day for the exercise of Wednesday 3 December
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
Commencement of trading of the new Reinet Wednesday 10 December
DRs on the JSE to be issued pursuant to
the Rights Offering
Dematerialised Reinet DR holders` accounts Thursday 18 December
with their broker or CSDP updated with new
Reinet DRs on or about
Certificates in respect of the Reinet DRs, Thursday 18 December
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 Monday 27 October 2008, the last day to trade in Reinet DRs in
order to participate in the capital reduction of Reinet, 86.31126 per cent
of each Reinet DR holder`s 3 November 2008 record date holding of Reinet
DRs will be `blocked` under the ISIN number CH0045159214 in anticipation of
the capital reduction. The remaining 13.68874 per cent of each Reinet DR
Holders` 3 November 2008 record date holding will be migrated and commence
trading under the new ISIN number CH0045793657 from 28 October 2008.
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 in
order 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 in order 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
by the cut-off time requested by their CSDP or broker in accordance with
the custody agreement entered into between them. 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.
24 October 2008
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited
Financial advisor
Goldman Sachs International
Attorneys
Cliffe Dekker Hofmeyr Inc.
Date: 27/10/2008 07:26:02 Produced by the JSE SENS Department.
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