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Termination of the Depositary Receipt programme | Cash payment for fractional entitlements
Compagnie Financiere Richemont SA
(Incorporated in Switzerland)
(Registration number CHE-106.325.524)
("CFR" or "the Company")
Depositary Receipts issued by Richemont Securities SA
Share code: CFR
ISIN: CH0045159024
Depositary Receipt Code: CFR
TERMINATION OF THE DEPOSITARY RECEIPT PROGRAMME | CASH PAYMENT FOR FRACTIONAL ENTITLEMENTS
Terms defined in the circular distributed by the Company to Depositary Receipt Holders on 17 March 2023 ("Circular")
have been used in this announcement.
1. INTRODUCTION
Depositary Receipt Holders are referred to the announcement released on SENS on 17 March 2023 in which they
were advised, inter alia, of CFR’s intention to terminate its South African Depositary Receipt programme and to list its
A Shares and A Warrants on the JSE as a secondary inward listing, in addition to their existing listing on the SIX Swiss
Exchange. Depositary Receipt Holders were also referred to the Circular incorporating a Form of Proxy, distributed to
Depositary Receipt Holders on 17 March 2023, in which a resolution to approve and implement the Proposed
Transaction was proposed.
On 4 April 2023, the Company announced on SENS that the Resolution to approve and implement the Proposed
Transaction was passed by the requisite majority of votes of Depositary Receipt Holders, that it had obtained i) the
required approval of the Proposed Transaction from SARB, and ii) confirmation from SARB that the secondary inward
listed A Shares and A Warrants on the JSE will be classified as domestic assets in South Africa, and accordingly that
the Proposed Transaction is unconditional and will be implemented in accordance with its terms.
2. CASH PAYMENT FOR FRACTIONAL ENTITLEMENTS
2.1 Relevant A Shares
Relevant A Shareholders shall not hold fractions of Relevant A Shares. If the aggregate number of the Relevant A
Shares to be delivered to a Relevant A Shareholder is not a whole number, then the number of Relevant A Shares to
be delivered to that Relevant A Shareholder shall be rounded down to the nearest whole number of Relevant A Shares,
such that the Relevant A Shareholder does not hold a fraction of a Relevant A Share. Richemont Securities SA shall
pay an amount in cash to Depositary Receipt Holders in lieu of their fractions of Relevant A Shares. In accordance
with the JSE Listings Requirements, the cash amount to be paid to Depositary Receipt Holders in respect of fractional
entitlements has been determined with reference to the VWAP of the A Shares on the Transaction LDT (being
Tuesday, 18 April 2023) plus 1 Business Day (being Wednesday, 19 April 2023), less 10%.
Accordingly, the basis applicable in determining the cash payment for the fractional entitlements in respect of
Relevant A Shares is R 2 711.34 (the VWAP of the A Shares traded on the JSE on Wednesday, 19 April 2023 of
R 3 012.60, discounted by 10%).
2.2 Relevant A Warrants
Similarly, Relevant A Warrant Holders shall not hold fractions of Relevant A Warrants. If the aggregate number of the
Relevant A Warrants to be delivered to a Relevant A Warrant Holder is not a whole number, then the number of
Relevant A Warrants to be delivered to that Relevant A Warrant Holder shall be rounded down to the nearest whole
number of Relevant A Warrants, such that the Relevant A Warrant Holder does not hold a fraction of a Relevant A
Warrant. Richemont Securities SA shall pay an amount in cash to A Warrant Receipt Holders in lieu of their fractions
of Relevant A Warrants. In accordance with the JSE Listings Requirements, the cash amount to be paid to A Warrant
Receipt Holders in respect of fractional entitlements has been determined with reference to the VWAP of the A
Warrants on the Transaction LDT (being Tuesday, 18 April 2023) plus 1 Business Day (being Wednesday, 19 April
2023), less 10%.
Accordingly, the basis applicable in determining the cash payment for the fractional entitlements in respect of
Relevant A Warrants is R 20.25 (the VWAP of the A Warrants traded on the JSE on Wednesday, 19 April 2023 of
R 22.50 discounted by 10%).
2.3 Implementation of the Proposed Transaction
Implementation of the Proposed Transaction, payment of fractional entitlements and automatic cancellation of
Depositary Receipts and A Warrant Receipts will take place on Monday, 24 April 2023.
3. TAX CONSEQUENCES OF THE CASH PAYMENT FOR FRACTIONAL ENTITLEMENTS
In respect of the cash payments to be made to Depositary Receipt Holders or A Warrant Receipt Holders for fractional
entitlements in respect of Relevant A Shares or Relevant A Warrants (as applicable) that are to be paid in accordance
with paragraph 2 above, the cash payment and surrender of the corresponding Depositary Receipts or A Warrant
Receipts (as applicable) will constitute a tax event for Depositary Receipt Holders or A Warrant Receipt Holders who
are taxpayers in South Africa.
By order of the Board
Switzerland
20 April 2023
Financial Advisor and Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys: Cliffe Dekker Hofmeyr Inc.
Date: 20-04-2023 10:30:00
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