| Wed 10 Dec 2008, 7:48 | | REI - Reinet Investments S.C.A. Depositary Receipts - Reinet rights issue - end |
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REI BTI
REI
REI - Reinet Investments S.C.A. Depositary Receipts - Reinet rights issue - end
of warrant trading and warrant auction
Reinet Investments S.C.A. Depositary Receipts
issued by Richemont Securities AG
(Incorporated in Switzerland)
ISIN: CH0045793657
Depositary Receipt Code: REI
Reinet rights issue - end of warrant trading and warrant auction
On 14 November 2008, Reinet Investments SCA (`Reinet`) issued nil paid warrants
to its shareholders, each warrant entitling the holder to subscribe for new
shares to be issued by Reinet in the ratio of 4 new Reinet shares for every 5
warrants held. The consideration for each new share to be issued was set at
0.2741 of a share of British American Tobacco plc (`BAT`). The terms of the
rights issue were set out in a prospectus dated 14 November 2008, which may
(subject to certain restrictions) be downloaded from the Reinet website
(www.reinet.com). The rights issue is fully underwritten.
Trading in the warrants ceased on the Luxembourg Stock Exchange on Friday 5
December 2008. Trading of warrant receipts on the exchange operated by the JSE
Limited in South Africa also ceased on 5 December. Eligible holders of warrants
held through Clearstream and Euroclear have until Wednesday 10 December to elect
to exercise the warrants (or such other time as may have been specified by their
relevant financial intermediaries or settlement systems) and thereby participate
in the rights issue. Holders of warrant receipts in South Africa may similarly
elect to exercise their warrant receipts until 12 December 2008 or such other
time as may be specified by their brokers or other service providers.
Auction of unexercised subscription rights
On 12 December 2008, Reinet will establish the number of warrants exercised and
accordingly the number of unexercised rights which are to be sold by auction.
The number of unexercised rights will include those warrants held in the form of
warrant receipts in South Africa which have not been exercised.
It is envisaged that details of the numbers of warrants exercised will be
published on the Reinet website by the close of business on 12 December 2008 and
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Subscription rights attaching to unexercised warrants will be sold by way of an
auction to be held on Monday, 15 December 2008 in Luxembourg. The auction will
be held at 11.00 am (CET) at the registered office of the Luxembourg Stock
Exchange, avenue de la Porte Neuve, L-2227 Luxembourg. It is expected that the
auction will be conducted by Mr Carlos Calvo, huissier de justice, Luxembourg
(`the Bailiff`).
Physical participation at the auction will be limited to representatives of
institutions which are members of the Luxembourg Stock Exchange (`the
Exchange`). Accordingly, parties wishing to bid at the auction must appoint a
member of the Exchange to act on their behalf. Arrangements with a member of the
Exchange must be in place prior to the beginning of the auction. A model form
of instructions to a member of the Exchange is set out at Appendix A.
In order to discharge their obligations in terms of the rights issue, the
underwriters have undertaken to bid a minimum of Euro1 each for their respective
specified proportions of the subscription rights that are to be sold at the
auction.
The purchase of subscription rights at the auction commits the purchaser
immediately to settle the purchase price for those rights and immediately to
exercise those rights by delivering the appropriate number of BAT shares for the
benefit of Reinet (as set out below). Failure to meet that commitment will
result in the forfeiture of the rights purchased, which will accrue to the
underwriters. Bidders are solely responsible for ensuring that the appropriate
number of BAT shares are delivered to Reinet, which is under no obligation to
attempt to resolve any discrepancies. Bidders are reminded that unsettled bids
will result in the warrants reverting to the underwriters; in such
circumstances, the bidder will remain liable to pay the full purchase
consideration for the warrants themselves.
Accordingly, the member of the Exchange representing a party bidding at the
auction must, in addition to providing sufficient funds to meet the price paid
at the auction, confirm to the Bailiff that arrangements have been put in place
for the delivery of the appropriate number of BAT shares to be contributed to
Reinet following the exercise of the subscription rights.
Procedure to be followed at the auction
Subscription rights may be offered in lot sizes at the sole discretion of the
Bailiff in charge of the auction, but the size of each lot shall always be set
at a multiple of 5. It is envisaged that one or several lots of 10 000 warrants
each will be made available for auction and that thereafter lots of a larger
size will also be made available until all unexercised warrants have been sold.
A successful bidder for a lot will have the option (but no obligation) to
purchase all (but not some) of the remaining subscription rights at the same
hammer price per right. If the successful bidder for a lot elects not to
exercise the right to acquire all the remaining subscription rights, the auction
will proceed to the next lot until such time as all the subscription rights have
been sold.
Payment of the auction price, exercise of warrants and delivery of BAT shares
Subscription rights which are acquired during the auction must be exercised
immediately; the acquisition of subscription rights occurs under the suspensive
condition that the rights are exercised.
A completed subscription order, duly signed by the institution representing the
investor, must be delivered to the Bailiff in charge prior to the end of the
auction. The instructions given to the institution representing the investor
must therefore include a mandate to complete and sign the subscription order for
the shares to be acquired upon exercise of the subscription rights.
The consideration for subscription rights acquired at the auction must be
transferred to the account with the IBAN BE13291111515139 opened in the name of
Fortis Banque Luxembourg with Fortis Bank Brussels (Swift Code GEBABEBB 36A)
for subsequent distribution to those parties who did not exercise warrants in
their possession.
The participant representing the purchaser of subscription rights at the auction
must, in addition to the completed subscription order, provide evidence to the
Bailiff in charge of the auction prior to the conclusion of the auction that it
has received irrevocable instructions from the purchaser and is in a position to
implement such instructions (a) for payment of the consideration in respect of
the subscription rights purchased and (b) for the delivery of the requisite
number of BAT shares that are to be contributed pursuant to the exercise of the
subscription rights.
The form of the Confirmation of Purchase and Exercise Notice (which requires the
information set out above and details of where new Reinet shares should be
delivered upon issue) is attached at Appendix B to this announcement.
Delivery of BAT shares
The BAT shares to be delivered upon exercise of the subscription rights must be
transferred to the Crest account maintained by Computershare Investor Services
PLC on behalf of Reinet Jersey Holdings Ltd, CREST Participant ID CCX15, CREST
Member account i.e. .
The BAT shares must be delivered at the very latest by 3 pm (CET) on 16 December
2008, failing which the right to subscribe at the subscription price will be
forfeited and pass to the underwriters. A purchaser of subscription rights at
the auction who fails to deliver the BAT shares constituting the subscription
price for the Reinet shares, will still be obliged to make full payment of the
purchase price of the subscription rights.
Payment of the proceeds of the auction
Following the auction, Reinet will instruct Fortis Bank Luxembourg, to pay to
Clearstream and Euroclear an amount equal to the net proceeds received at the
auction for the unexercised subscription rights after deduction of the costs of
the auction. Unless the amount payable is such that it would not be practicable
for the relevant financial intermediary to distribute it to a warrantholder`s
account, warrant holders who have chosen not to exercise their entitlement to
participate in the rights issue will be entitled to a cash payment per
unexercised warrant equal to the proceeds of the auction divided by the number
of unexercised warrants sold. The payment will be made to the warrant holders
through Reinet`s registrar and the usual settlement systems. Holders of South
African warrant receipts who chose not to exercise their warrant receipts will
receive the pro rata equivalent of the sale proceeds in rand, again subject to
a de minimis threshold.
Delivery of Reinet Shares
The Reinet shares (and where applicable, dematerialized Reinet depositary
receipts in South Africa) issued pursuant to the exercise of rights acquired at
the auction will be delivered on Wednesday 17 December 2008 by credit to the
account of the financial intermediary of the successful bidders through the
normal securities settlement systems.
Further information
Further details may be found on the website of Reinet referred to above and the
rights offering prospectus.
Documents available for inspection at the registered office of Reinet:
1. the prospectus dated 14 November 2008 containing the terms and conditions
of the warrants
2. the statutes of Reinet Investments SCA in force as at 21 October 2008
3. the terms and conditions governing the conduct of the auction
Enquiries
Mr Alan Grieve
Chief Financial Officer
Reinet Investments SCA
Tel: +352 22 7252
Dated: 9 December 2008
Reinet Investments Manager S.A.
acting as unlimited shareholder and manager of Reinet Investments SCA
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
REINET INVESTMENTS SCA
Auction of unexercised subscription rights
Form of instruction
To : (member of the Luxembourg Stock Exchange)
We hereby irrevocably instruct you to purchase on our behalf at the auction (the
"Auction") which will be held at the offices of the Luxembourg Stock Exchange on
15 December 2008 at 11.00 a.m.. the following number of subscription rights
relating to unexercised warrants to subscribe for ordinary shares of Reinet
Investments S.C.A. ("Reinet") against delivery of shares in British American
Tobacco plc ("BAT Shares")
We confirm that we have knowledge of the terms of the prospectus published by
Reinet on 14 November 2008 and the press statements published later to announce
the Auction.
In the course of the Auction, you are requested as bidding broker to purchase:
maximum number of subscription
rights to be purchased
maximum price payable in respect
of
the subscription rights
Maximum number of Reinet shares X 4
(LU0383812293) to be subscribed _______________________ =
5
Number of BAT Shares X 0.2741 =
(GB0002875804) to be delivered
We have paid to your account number____________________________________________
with______________________________________________________________
an amount equal to the maximum price payable in respect of the subscription
rights referred to above and if the bid is successful, you are instructed to
wire the purchase price of the subscription rights so acquired to the account
IBAN BE13291111515139 opened in the name of Fortis Banque Luxembourg with Fortis
Bank Brussels (Swift Code GEBABEBB 36A).
You are further irrevocably instructed to sign the exercise notice in respect of
the subscription rights so acquired and to confirm delivery of the BAT Shares
from the following CREST account of:
Crest Participant ID*: ____________________________________
CREST Member Account (if applicable)*:_____________________
* specify name and address of depositary, if appropriate
Settlement contact details in regards to BAT delivery (including telephone
number):
_____________________________________________________________
_____________________________________________________________
We have given instructions to our depositary to transfer out of this CREST
account the number of BAT Shares that you will notify to our depositary and you
find enclosed a confirmation of our depositary that the appropriate maximum
number of BAT Shares is blocked in our account and will be transferred upon your
instruction (to be given by facsimile to the depositary with a copy to us) to
the CREST account of Computershare Company Nominees Limited held on behalf of
Reinet Jersey Holdings Limited with CREST Participant ID CCX 15 and CREST Member
ID .
Tick if the CREST account is that of your depositary and attach a confirmation
of the depositary
OR
We will transfer out of this CREST account the number of BAT Shares that you
will notify to us (by facsimile) to the CREST account of Computershare Company
Nominees Limited held on behalf of Reinet Jersey Holdings Limited with CREST
Participant ID CCX 15 and CREST Member ID .
Tick if you are a holder of a CREST account
We understand that the transfer of the purchase price of the subscription rights
and the transfer of the BAT Shares must be made immediately so that it will be
received at the latest on 16th December 2008 at 3 p.m. (CET) on the respective
accounts referred to above and you are consequently instructed to arrange for
immediate transfer instructions as and when the auction process is completed.
Dated:_____________________________
Signed:____________________________
Name of purchaser:_________________________________________
Domicile/Registered/head office*:_____________________________
Country of incorporation*:__________________________________
Registered number*:_______________________________________
Legal representative*:______________________________________
* fill in if appropriate
Appendix B
REINET INVESTMENTS SCA
Auction of unexercised subscription rights
Confirmation of Purchase
and
Exercise Notice
Lot Number:
This confirmation records:
(i) the purchase by the bidding broker of unexercised subscription rights (the
"Subscription Rights") relating to ordinary shares (the "Reinet Shares")
of
Reinet Investments S.C.A. (the "Company") at the auction held at the
Luxembourg Stock Exchange on 15 December 2008 at 11.00 a.m. (the
"Auction");
(ii) the exercise of the Subscription Rights by the bidding broker (trade date
15 December 2008); and
(iii) the confirmation of the arrangements for the delivery of shares ("BAT
Shares") in British American Tobacco plc. ("BAT") constituting the
subscription price for the Reinet Shares subscribed thereby (for
settlement date 15 or 16 December 2008).
Details of bidding broker:
Name:_________________________________________________
Registered/head office:____________________________________
____________________________________
Country of incorporation:_________________________________
Registered number:______________________________________
Legal representative:_____________________________________
In the course of the Auction, the bidding broker has purchased:
number of Subscription Rights
price payable in respect of
the Subscription Rights
Reinet Shares (LU0383812293) X 4
subscribed _______________________ =
5
Number of BAT Shares X 0.2741 =
(GB0002875804) to be delivered
(rounded up to nearest whole
number of BAT shares)
The price payable in respect of the Subscription Rights referred to above must
be wired by the bidding broker to the account IBAN BE13291111515139 opened in
the name of Fortis Banque Luxembourg with Fortis Bank Brussels (Swift Code
GEBABEBB 36A).
The number of BAT Shares set out above:
* will be delivered from the following CREST account:
Crest Participant ID:___________________________________
CREST Member Account (if applicable):___________________
Settlement contact details in regards to BAT delivery
(including telephone number):
* Delivery instructions should follow the format below:
Security Name: BAT
ISIN: GB0002875804
Trade Date: Monday 15 December 2008
Settlement Date: Monday 15 December 2008/Tuesday 16 December
2008*
*Please delete as necessary
Please note that it is strongly recommended that BAT shares are
delivered on Monday 15 December 2008 immediately following the
Auction.
* Settlement contact details in regards to the BAT delivery must
also be provided and include
Name:____________________________________________________
Name of company representing:____________________________
Telephone number:________________________________________
e-mail address:__________________________________________
Subscribers should as necessary contact Mr John Gorski of
Computershare Investor Services PLC at
john.gorski@computershare.co.ukjohn.gorski@computershare.co.uk
or tel: +44 117 305 1075 to ensure matching of the delivery
instructions for the BAT shares
* The BAT shares are to be transferred to the CREST account of
Computershare Company Nominees Limited held on behalf of
Reinet Jersey Holdings Limited with CREST Participant ID CCX
15 and CREST Member ID .
The Reinet Shares set out above are to be
credited to Clearstream/ Euroclear account
number:________________________
Name of Bank or Broker:_________________________________________
Account number with Bank or Broker:_____________________________
in the name of: ________________________________________________
________________________________________________
OR
recorded in the shareholders register of the Company in the name of (please
indicate name and address/registered office):
Name: ____________________________
Address ____________________________
: ____________________________
____________________________
____________________________
Payment for the Auction price of the Subscription Rights and delivery of the BAT
Shares in consideration of exercising such rights, must be received on 16
December 2008 no later than 3.00 p.m. CET, failing which the purchaser of
Subscription Rights shall have no further right to subscribe for the Reinet
Shares and the Subscription Rights shall pass to the underwriters of the Auction
(whereas the purchaser will continue to be liable for payment of the price
payable in respect of such Subscription Rights).
In connection with our acquisition and exercise of the Subscription Rights at
the Warrant Auction, we have received a certification from our clients on whose
behalf we have purchased the Subscription Rights that (i) such clients are not
a "US person", as such term is defined in Regulation S under the US Securities
Act of 1933 (the "Securities Act") and (ii) such Subscription Rights will not be
acquired or exercised by or on behalf of a "US person". Our clients have
further acknowledged that (i) the Reinet ordinary shares issuable upon exercise
of the Subscription Rights have not been, and will not be, registered under the
Securities Act or any state securities laws in the United States and (ii) unless
an exemption from such registration requirements is available, such Reinet
shares may not be offered or sold within the United States or to or for the
account or benefit of, any US Person. Our clients understand that this
certification is required in connection with United States securities laws. You
are irrevocably authorised to produce this exercise notice and this
certification or a copy thereof to any interested party in any administrative
proceedings with respect to the matters covered by this exercise notice and this
certification.
Dated 15 December 2008
Bidding broker
_________________________
By:
_________________________
The Bailiff
Date: 10/12/2008 07:48:01 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.
