| Thu 1 Mar 2007, 9:15 | | REM / RCH - Remgro / Richemont SA - Richemont And |
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REM RCH
REM RCH
REM / RCH - Remgro / Richemont SA - Richemont And Remgro`s Interests In
British American Tobacco
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/006415/06)
SHARE CODE: REM
ISIN: ZAE000026480
("Remgro")
Richemont Securities AG
(Incorporated in Switzerland)
Share code: RCH
ISIN: CH0013157380
("Richemont SA")
RICHEMONT AND REMGRO`S INTERESTS IN BRITISH AMERICAN TOBACCO
Richemont SA and Remgro through their jointly held investment vehicle, R&R
Holdings SA, ("R&R") hold a combined interest of 29.3 per cent in British
American Tobacco plc ("BAT"). Richemont has an effective interest of 18.9
per cent in BAT and Remgro has an effective interest of 10.4 per cent.
These percentage interests have grown in recent years as a consequence of
the operation by BAT of its share buy-back programme.
R&R, Richemont, Remgro and BAT are parties to a Standstill Agreement
originally entered into at the time of the merger of Rothmans International
and BAT in 1999. Under the terms of this agreement, BAT is not permitted
to continue with its buy-back programme without R&R`s, Richemont`s and
Remgro`s consent in writing once their combined interest reaches 30 per
cent. At this level, the London Takeover Code would normally require that a
cash offer be made for the shares in BAT that R&R does not already own. The
Standstill Agreement therefore protects R&R and its shareholders from the
obligation to make a compulsory bid for BAT.
BAT has announced today that it has sought R&R`s, Richemont`s and Remgro`s
consent to allow it to continue with its share buy-back programme,
notwithstanding that it believes that the 30 per cent limit will be reached
within the next 12 to 15 months. To preclude the obligation on R&R,
Richemont or Remgro to make a cash bid for those shares that they do not
already own, BAT has proposed to obtain approval from its independent
shareholders for a waiver under the terms of the Takeover Code. The London
Takeover Panel has indicated that, subject to such shareholder approval and
its final review, it will waive the obligation.
Subject to the approval of BAT`s independent shareholders and the waiver to
be given by the Takeover Panel, R&R, Richemont and Remgro have agreed to
the proposals made by BAT. In return for giving their consent, they have
asked for and obtained a commitment from BAT that, if so requested, it will
seek to obtain a secondary listing for its ordinary shares on the
Johannesburg Stock Exchange, subject to all required regulatory approvals
being obtained. Although the secondary listing would facilitate the trading
of BAT ordinary shares in South Africa, neither Richemont, nor Remgro, nor
R&R has any intention of making such a request to BAT at this time.
Johann Rupert, Executive Chairman of Compagnie Financiere Richemont SA,
said:
"Whilst the BAT shareholding has over the years been a strong underlying
investment for Richemont, we do not wish to be placed under any obligation
to make a bid for the company. Neither do we wish to be forced sellers
under the BAT share buy-back programme to avoid such an obligation. We
have therefore agreed to BAT`s proposal, which would allow the buy-back
programme to continue."
Thys Visser, Chief Executive Officer of Remgro Limited, said:
"The BAT proposal allows for the continuation of its buy-back programme for
the benefit of all its shareholders. In particular, it would not give rise
to circumstances under which Remgro would be obliged either to be a forced
seller or to make a cash offer for the company. Together with Richemont,
its co-investor, Remgro has agreed to BAT`s proposal."
Further information:
Richemont
Press inquiries:
Mr Alan Grieve
Tel.: +41 22 721 3507
Analysts` inquiries:
Ms Sophie Cagnard-Fabrici
Tel.: +33 1 5818 2597
Remgro
Mr Thys Visser
Tel.: +27 21 888 3331
Date: 01/03/2007 09:15:01 Produced by the JSE SENS Department.
