COMPANY ANNOUNCEMENT FOR IMMEDIATE RELEASE
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 NOVEMBER 2017
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Circular as posted to Holders on 23 October 2017.
Background
Currently, Reinet Depositary Receipts trade in the ratio of ten Depositary Receipts to one Reinet Share. The Depositary Receipts issued by Reinet Securities SA to Holders in respect of Reinet Shares will be replaced by Relevant Reinet Shares in the ratio of 1 Relevant Reinet Share for every 10 Depositary Receipts held.
Relevant Shareholders shall not hold fractions of Relevant Reinet Shares. One fraction is one tenth of a Relevant Reinet Share (a “Fraction”). If the aggregate number of the Relevant Reinet Shares due to a Relevant Shareholder is not a whole number, then the number of Relevant Reinet Shares to be held by that Relevant Shareholder shall be rounded down to the nearest whole number, such that the Relevant Shareholder does not hold Fractions.
Reinet Securities SA shall pay an amount in cash, based on the 10-day VWAP of the Depositary Receipt as at the Register LDT, to Holders in lieu of their Fractions.
Cash amount to be paid to Holders in lieu of Fractions
The 10-day VWAP of the Depositary Receipts as at the Register LDT is R30.09703. Based on the ratio of 10 Depositary Receipts to 1 Relevant Reinet Share, Reinet Securities SA will accordingly settle the Fractions, through Computershare and the Holders’ relevant Strate CSD participants and Brokers, based on an amount of R300.97033 for every Relevant Reinet Share.
By order of the Directors
Financial advisor and JSE sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal advisor
Cliffe Dekker Hofmeyr Inc.
Reinet Investments S.C.A.
R.C.S. Luxembourg B 16.576
Registered office: 35, Boulevard Prince Henri, L-1724 Luxembourg
Reinet Investments S.C.A. (the ‘Company’) is a partnership limited by shares incorporated in the Grand Duchy of Luxembourg and having its registered office at 35, boulevard Prince Henri, L-1724 Luxembourg. It is governed by the Luxembourg law on securitisation and in this capacity allows its shareholders to participate indirectly in the portfolio of assets held by its wholly-owned subsidiary Reinet Fund S.C.A., F.I.S. (‘Reinet Fund’), a specialised investment fund also incorporated in Luxembourg. The Company’s ordinary shares are listed on the Luxembourg Stock Exchange and Euronext Amsterdam and the depository receipts issued by Reinet Securities SA in respect of the Company’s ordinary shares are listed on the Johannesburg Stock Exchange, the secondary listing. The Company’s ordinary shares are included in the ‘LuxX’ index of the principal shares traded on the Luxembourg Stock Exchange. The Company and Reinet Fund together with Reinet Fund’s subsidiaries are referred to as ‘Reinet’.
This document contains forward-looking statements which reflect the current views and beliefs of the Board, as well as assumptions made by them and information currently available to them. Words such as ‘may’, ‘should’, ‘estimate’, ‘project’, ‘plan’, ‘believe’, ‘expect’, ‘anticipate’, ‘intend’, ‘potential’, ‘goal’, ‘strategy’, ‘target’, ‘will’, ‘seek’ and similar expressions may identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside Reinet’s control. The Company does not undertake to update, nor does it have any obligation to provide updates or to revise, any forward-looking statements.
The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. This document does not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and does not constitute an offer to acquire securities.