| Fri 14 Nov 2008, 9:01 | | REI/CFR - Reinet Investments S.C.A./ Compagnie Financiere Richemont SA |
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RLO CFR REI
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REI/CFR - Reinet Investments S.C.A./ Compagnie Financiere Richemont SA
Depositary Receipts - Reinet Investments confirms terms and timetable for
rights offering
Reinet Investments S.C.A.
Depositary Recepits
issued by Richemont Securities AG
(Incorporated in Switzerland)
ISIN: CH0045793657
Depositary Receipts Code: REI
Compagnie Financiere Richemont SA Depositary Receipts
issued by Richemont Securities AG
(Incorporated in Switzerland)
ISIN: CH0045159024
Depositary Receipt Code: CFR
REINET INVESTMENTS CONFIRMS TERMS AND TIMETABLE FOR RIGHTS OFFERING
Reinet Investments SCA ("Reinet") announces the definitive terms and
conditions for the rights offering and optional placing of Reinet ordinary
shares and confirms the timetable for its implementation. Such terms have
been determined by the Board of Reinet Investments Manager SA and approved by
Reinet`s Board of Overseers. A prospectus and South African supplementary
rights offering information document with further information on the rights
offering and optional placing will be published later today.
Size of the Rights Offering
As of market close today, Reinet shareholders will be allocated one warrant
(the "Warrant") for every Reinet share held. The Warrants will, during the
exercise period set out below, entitle the holders, subject to certain
restrictions, to subscribe for new ordinary Reinet Shares ("Reinet Shares")
in the ratio of five Warrants for four new Reinet Shares. This will result in
the issue of 87 085 016 new Reinet Shares.
Subscription Exchange Ratio
The terms of the Warrants will provide that the consideration for the Reinet
Shares must be settled by a contribution of shares in British American
Tobacco plc ("BAT Shares"). The number of BAT Shares to be contributed for
each new Reinet Share is determined as a subscription ratio (the
"Subscription Exchange Ratio").
The Subscription Exchange Ratio has been set at 0.2741 BAT Shares for each
new Reinet Share. This subscription exchange ratio represents a discount to
the theoretical share price of Reinet `ex-warrants` of approximately 4.5 % on
the Luxembourg stock exchange and 10.5 % for the Reinet depositary receipts
("Reinet DRs") on the Johannesburg stock exchange based on the volume
weighted average price of the relevant securities on 13 November 2008 from 9
am to 4 pm CET, when both markets were open for trading.
Under the terms of the rights offering, for every 1 000 Reinet Shares held
previously, an investor will continue to hold 1 000 Reinet Shares and will
receive 1 000 Warrants entitling the investor to subscribe for 800 new Reinet
Shares in exchange for delivering 220 BAT Shares.
Fractional overpayments are expected to be dealt with in line with normal
practice by the relevant financial intermediaries and/or settlement systems.
Holders of Reinet DRs will, instead of receiving Warrants, receive warrant
receipts (the "Warrant Receipts") on the basis of one Warrant Receipt for
every ten Reinet DRs held. If a Reinet DR holder becomes entitled to a
fraction of a Warrant Receipt pursuant to the Warrant Receipt allocation,
such fraction will be rounded to the nearest whole number. The Warrant
Receipts will entitle the holder to subscribe for new Reinet DRs in the ratio
of five Warrant Receipts for forty new Reinet DRs. 0.2741 BAT Shares must be
contributed to Reinet in consideration for each 10 new Reinet DRs subscribed
for.
Under the terms of the rights offering, for every 10 000 Reinet DRs held on
the record date of the rights offering on the JSE, an investor will continue
to hold 10 000 Reinet DRs and will, in addition, receive 1 000 Warrant
Receipts entitling the investor to subscribe for 8 000 new Reinet DRs in
exchange for delivering 220 BAT shares.
Fractional overpayments are expected to be dealt with as set out above.
The rights offering is fully underwritten by Rupert family interests. The
underwriters and persons related to them may trade in the Warrants, Warrant
Receipts, Reinet Shares or Reinet DRs throughout the warrant trading period
and the exercise period to the extent permitted by relevant law and will
participate in the auction for unexercised warrants at the end of the rights
offering.
Holders of Warrants and Warrant Receipts seeking to exercise their Warrants
or Warrant Receipts (as the case may be) will be required to certify that
they are not a "US person", as such term is definited in Regulations S under
the US Securities Act of 1933 and that such Warrants or Warrant Receipts (as
the case may be) are not being exercised by or on behalf of a US person.
Warrants will trade under ISIN LU0392384540 on the Luxembourg stock exchange
and the Warrant Receipts under ISIN CH0046553175 on the exchange operated by
the JSE Limited ("JSE"). Warrants can be converted into Warrant Receipts and
vice versa during the warrant trading period up until close of business on
Wednesday 3 December.
Impact of Rights Offering on Reinet Investments
Following the completion of the rights offering on 17 December 2008, Reinet
will have 195 941 286 shares outstanding and will hold approximately 84.3
million BAT Shares.
In addition to its holding of BAT Shares, Reinet will also hold some Euro
348.2 million in cash and other investments valued at some Euro 58.6 million,
as detailed in the prospectus published in connection with the listing of
Reinet Shares on the Luxembourg Stock Exchange. Reinet has no debt and no
significant other liabilities.
Applying the valuation bases as set out in the Information Memorandum
published by Compagnie Financiere Richemont S.A. on 15 August 2008 and
valuing the BAT shareholding at the closing market value of 13 November 2008
of GBP16.95 per share converted at a EUR:GBP exchange rate of 0.8442, the pro
forma net asset value of Reinet on 17 December 2008 would amount to some Euro
2.1 billion. On the basis of 195 941 286 Reinet Shares which will be in issue
on 17 December 2008, the indicative net asset value per share would be Euro
10.72.
Terms and Conditions of Optional Placing
The optional placing provides the underwriters of the rights offering with
the option to subscribe for a minimum of 5 000 000 new Reinet Shares in
exchange for contributing BAT Shares to Reinet in the two trading days
immediately after the issue of the new Reinet Shares on the conclusion of the
rights offering. The exchange ratio for the optional placing has been set at
0.5335 as a nil discount to the pro forma net asset value per share based on
the Subscription Exchange Ratio and the pricing of the relevant securities on
13 November 2008. If new Reinet Shares are subscribed for under the optional
placing the transaction is expected to be value neutral for all Reinet
Shareholders.
Timetable
The timetables in respect of the issue of Warrants to subscribe for
additional Reinet Shares and Warrant Receipts to subscribe for additional
Reinet DRs are set out in Appendices 1 and 2 to this announcement
respectively.
Further information:
Mr Alan GrieveChief Financial OfficerReinet Investments Manager SA
Tel: +352 22 7252
14 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 1
Detailed settlement timetable for Reinet rights offering in Luxembourg
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
Conversion of Reinet Shares into Reinet DRs and Friday 14 November
Reinet DRs into Reinet Shares blocked
Publication of the rights offering prospectus Friday 14 November
Record date for Reinet Shareholders with respect Friday 14 November
to Warrants entitlement
Warrants commence trading on the Luxembourg Stock Monday 17 November
Exchange
First day of warrants exercise period Monday 17 November
Conversion of Warrants into Warrant Receipts and Thursday 4 December
Warrant Receipts into Warrants blocked from
Last day to trade Warrants on the Luxembourg Friday 5 December
Stock Exchange
Last practicable day of warrants exercise period Wednesday 10 December
in respect of dematerialised Warrants
Last day of warrants exercise period Friday 12 December
Auction of unexercised Warrants on the Luxembourg Monday 15 December
Stock Exchange
BAT Shares in respect of rights bought at the Tuesday 16 December
warrant auction to have been received by the
Company by (See Note 1)
Settlement date for new Reinet Shares Wednesday 17 December
Notes:
1. If BAT Shares have not been delivered in respect of the rights exercised
under the terms of the warrant auction by 3 p.m. Central European Time
on Tuesday 16 December, the subscription rights representing such
warrants shall pass to the underwriters. The purchaser of such rights at
the warrant auction shall still be liable to pay the price due for
having purchased such rights at the warrant auction.
2. 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 Reinet rights offering 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
Conversion of Reinet Shares into Reinet DRs Friday 14 November
and Reinet DRs into Reinet Shares blocked
Publication of the rights offering Friday 14 November
prospectus on
Last day to trade in Reinet DRs on the JSE Friday 14 November
to be eligible for the rights offering
proposed by Reinet
Warrant Receipts listed and commence trading Monday 17 November
on the JSE under ISIN CH0046553175
Record date on the JSE to be eligible for Friday 21 November
the rights offering
Dematerialised Reinet DR Holders will have Monday 24 November
their accounts with their broker or CSDP
updated with Warrant Receipts on
Forms of instruction in respect of warrant Monday 24 November
receipts posted to certificated Reinet DR
holders only on
First day on which Warrant Receipts may be Monday 24 November
exercised
Conversion of Warrants into Warrant Receipts Thursday 4 December
and Warrant Receipts into Warrants blocked
from
Last day to trade in Warrant Receipts on the Friday 5 December
JSE on
Record date on the JSE for the rights Friday 12 December
offering and closing of the rights offering
on the JSE(see note 1)
Auction of unexercised Warrants on the Monday 15 December
Luxembourg Stock Exchange (see Note 2)
BAT Shares in respect of rights bought at Tuesday 16 December
warrant auction to have been received by the
Company by (see Note 2)
Commencement of trading of the new Reinet Wednesday 17 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 on or about
Notes
1 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 12 December 2008.
2 South African parties who wish to participate in the warrant auction in
Luxembourg are advised that if their BAT Shares have not been delivered
in respect of the rights exercised under the terms of the warrant
auction by 3 p.m. Central European Time on Tuesday 16 December, the
subscription rights representing such Warrants shall pass to the
Underwriters. The purchaser of such rights at the warrant auction shall
still be liable to pay the price due for having purchased such rights at
the warrant auction. Please also note that Tuesday 16 December is a
public holiday in South Africa.
3 Computershare, the South African transfer secretaries have withheld the
certificates in respect of BAT Shares to which a certificated Reinet DR
holder was entitled pursuant to the reduction of capital of Reinet to
facilitate the rights offering proposed by Reinet. To the extent that a
certificated Reinet DR holder wishes to exercise his or her Warrant
Receipts, it must instruct the transfer secretaries to deliver the
correct number of BAT Share certificates to the warrant depositary agent
by returning a completed form of instruction in respect of Warrant
Receipts to the Transfer Secretaries by 11:00 am on Friday 12 December
2008.
4 These dates and times are subject to change. Any material change will be
released on SENS.
Date: 14/11/2008 09:01:01 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.
