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FMCG News South Africa

Reinet Investments issues pre-listing statement

A pre-listing statement for Reinet Investments, the separately-listed investment vehicle being spawned by the restructuring of Swiss based luxury goods group Richemont, was issued on Wednesday, 15 October.

Along with Reinet Investments the restructuring will also see the creation of a focused luxury goods business, Compagnie Financiere Richemont SA.

The latter will hold all of Ricemont's luxury assets and will continue to be headquartered in Geneva, listed on the SIX Swiss Exchange and traded on SWX Europe Limited.

The restructuring will also result in the distribution of 90% of Richemont's interest in British American Tobacco plc (BAT) to its shareholders. BAT is to list separately on the JSE.

According to the pre-listing statement, Reinet Investments will be a securitisation vehicle incorporated in Luxembourg.

Its ordinary shares will be listed on the Luxembourg Stock Exchange, while Depositary Receipts (DRs) in respect of such ordinary shares will be listed on the JSE.

Reinet Investments' investment policy will be to invest into its sole subsidiary, Reinet Fund SCA FIS, a societe en commandite par actions (partnership limited by shares) incorporated under the laws of Luxembourg, having the objects and tax status of a specialised investment fund.

Reinet Fund will directly or indirectly hold all of the underlying investments.

Reinet Investments and Reinet Fund will be managed by their managing partners (actionnaires commandites), Reinet Investments Manager SA and Reinet Fund Manager SA respectively.

Reinet Investments Manager and Reinet Fund Manager will be limited liability companies incorporated in Luxembourg and controlled by Rupert family interests. Both managing partners will be chaired by Johann Rupert, who will also remain as Executive Chairman of CFR.

Trading in Reinet shares and DRs will commence on 21 October.

Reinet will subsequently launch a rights issue in terms of which Reinet shareholders will be provided with the opportunity to subscribe for additional Reinet Shares by contributing BAT Shares to Reinet Investments or its subsidiary.

It is expected that Reinet Investments shareholders will be able to subscribe for four New Reinet Shares for every five Reinet Shares held.

A derivative of the warrants (Warrant Receipts) will be listed on the JSE and will enable Reinet DR Holders to participate in the Rights Offering and subscribe for additional Reinet DRs (New Reinet DRs) by contributing BAT Shares to Reinet Investments or its subsidiary.

The Warrant Receipts will be issued by the Depositary with one Warrant Receipt issued for every 10 Reinet DRs held.

It is expected that Reinet DR Holders will be able to subscribe for forty New Reinet DRs for every fifty Reinet DRs held.

The Warrant Receipts will be traded on the JSE and a facility will be established to facilitate the trading of the Warrants and Warrant Receipts between the Luxembourg and South African markets.

The precise terms of the Rights Offering, including its size and the subscription exchange ratio, will be determined immediately prior to its launch.

Rupert family interests have committed to underwrite the entire Rights Offering and, through a subsequent placing (at the option of Rupert family interests) of Reinet Shares at pro forma NAV per share, will be able to contribute into Reinet any remaining BAT Shares that they hold following the Rights Offering.

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