| Tue 4 Nov 2008, 12:17 | | REI / CFR - Reinet Investments S.C.A / Compagnie Financiere Richemont - Reinet |
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CFR REI
CFR REI
REI / CFR - Reinet Investments S.C.A / Compagnie Financiere Richemont - Reinet
Investments Share And Dr-Trading - Technical Postponement Of Rights Issue
By One Week
Reinet Investments S.C.A. Compagnie Financiere Richemont
Depositary Recepits SA Depositary Receipts
issued by Richemont Securities AG issued by Richemont Securities
(Incorporated in Switzerland) AG
ISIN: CH0045793657 (Incorporated in Switzerland)
Depositary Receipt Code: REI ISIN: CH0045159024
Depositary Receipt Code: CFR
REINET INVESTMENTS SHARE AND DR-TRADING -
TECHNICAL POSTPONEMENT OF RIGHTS ISSUE BY ONE WEEK
In the light of the difficulties seen in settlement systems between the
Luxembourg and Johannesburg stock exchanges, the Board of Reinet Investments
Manager SA has decided that it would be prudent to postpone the pricing and
launch of the planned rights issue by one week. Warrants to subscribe for
additional Reinet shares will now be issued on Friday, 14 November and trading
in the warrants and South African warrant receipts will begin on Monday, 17
November. Further timetable details will be announced in due course.
Reinet Investments SCA shares and South African depositary receipts began
trading on 21 October 2008. On 3 November 2008, Reinet successfully implemented
the distribution of 90 per cent of its interest in British American Tobacco to
shareholders and DR holders, combined with the cancellation of 86.3 per cent of
its capital. On the same date, Remgro Limited contributed 10 per cent of its
interest in BAT to Reinet in exchange for the issue of some 300 million new
Reinet DRs to Remgro shareholders. That distribution has been effected this
morning. The restructuring proposals also include the issue of nil-paid
renounceable warrants, entitling shareholders and DR-holders to participate in a
further capital increase in Reinet by way of the rights issue.
Johann Rupert, Chairman of Reinet Investments Manager, said:
"The significant changes in the numbers of shares and DRs in issue and the
complexities of the restructuring have triggered some technical difficulties in
share settlements. The liquidity situation is already improving and we expect
it to improve further in the next few days as additional conversions of shares
into DRs are effected by market participants.
To allow the markets and settlement systems to adjust to the movements in
Reinet`s capital and for a seamless and efficient exchange system to operate
between Luxembourg and Johannesburg, the rights issue will be postponed by one
week."
Background
Further to the restructuring of Richemont as set out in the Information
Memorandum dated 15 August 2008 and the Prospectus dated 10 October 2008, Reinet
shares were listed on the Luxembourg Stock Exchange. Reinet has a secondary
listing of its shares, in the form of Depositary Receipts (`DRs`) on the stock
exchange operated by the JSE Limited in South Africa. The DRs trade on the
basis of 10 DRs to each Reinet share. Reinet DRs are issued by Richemont
Securities AG, which is also responsible for the issue of Richemont DRs and
which has appointed Computershare Limited as its agent in South Africa. Shares
may be converted into DRs and, subject to appropriate exchange control and other
approvals being obtained, DRs may be cancelled and the underlying shares
reissued into the Luxembourg market.
Current DR position
The restructuring proposals have involved significant changes in the number of
shares and DRs in issue. In particular, the issue of DRs to Remgro shareholders
has significantly increased the number of DRs outstanding. As at the opening of
business on 4 November 2008, the number of DRs in issue was:
DRs millions
Initial DRs in issue as at 21 October 2008 1 944.1
DRs cancelled upon distribution of BAT shares - 1 678.0
266.1
DRs issued to Remgro shareholders 302.6
DRs in issue as at market opening on 4 November 2008 568.7
Further information:
Mr Alan Grieve
Chief Financial Officer
Reinet Investments SCA
Tel: +41 22 721 3507
4 November 2008
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank 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.
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 A
Conversion of shares to DRs and vice versa
The creation of the DRs is governed by the terms of the Deposit Agreement
entered into by Richemont Securities with Reinet and Compagnie Financiere
Richemont SA. For every 10 DRs in issue, Richemont Securities holds 1 Reinet
share in a pledged custodian account with UBS AG, Zurich. Richemont Securities
does NOT provide a dealing service for Reinet shares or Reinet DRs.
Richemont Securities transfers securities as between market participants,
usually banks and brokers, in accordance with instructions received from such
parties. In order to effect a conversion of Reinet shares into DRs, the Reinet
shares must be delivered to the suspense account of Richemont Securities at UBS
AG in Zurich and delivery instructions provided to Richemont Securities in
Switzerland. For the conversion of DRs into Reinet shares, DRs should be
delivered to the account of Richemont Securities held at the Computershare CSDP
and transfer instructions delivered to Computershare Limited. Appropriate
exchange control approvals must be provided by the party requesting cancellation
of the DRs and the issue of Reinet shares.
Delivery details for Reinet shares
Via SIX SIS AG to UBS AG, Bahnhofstrasse 45, Zurich (BP-ID CH 100025) into the
Richemont Securities AG safe custody account number. 230-590.417.S5 `Suspense
account`.
Richemont Securities AG contact details
c/o V&R Management Services AG
Hinterbergstrasse 22
6330 Cham, Switzerland
Tel: +41 (0)41 727 2355
Fax: +41 (0)41 727 2356
Ian Ross ian.ross@vengro.com
Rose Frick rose.frick@vengro.com
Computershare Limited acting on behalf of the depository
STRATE account for receipt of Reinet DRs:
Delivery to Computershare CSDP - Account number 20004526
Contact details:
Computershare Limited
70 Marshall Street, 13th Floor
Johannesburg 2001, South Africa
Tel: +27 (0)11 370 7700
Fax: +27 (0)11 688 5235
Melanie Swartz Melanie.Swartz@computershare.co.za
June Grant june.grant1@computershare.co.za
Date: 04/11/2008 12:17:26 Produced by the JSE SENS Department.
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