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Management statement for the third quarter ended 31 December 2012
Reinet Investments S.C.A. Depositary Receipts
issued by Reinet Securities SA
(Incorporated in Switzerland)
ISIN: CH0045793657
Depositary Receipt Code: REI
COMPANY ANNOUNCEMENT FOR IMMEDIATE RELEASE
25 January 2013
MANAGEMENT STATEMENT FOR THE THIRD QUARTER ENDED 31 DECEMBER 2012
The Board of Reinet Investments Manager S.A. announces the results of Reinet Investments S.C.A. for the third quarter ended 31 December 2012.
Key financial data :
Net asset value at 31 December 2012: EUR 3 819.2 million, a decrease of 3 per cent from 30 September 2012
Net asset value per ordinary share at 31 December 2012: EUR 19.49 (30 September 2012: EUR 20.10)
Sale of 5 million British American Tobacco shares in the quarter under review realised EUR 201 million
Initial investment in Pension Corporation Group Limited during the quarter under review
CONSOLIDATED NET ASSET VALUE (NAV)
The NAV of Reinet Investments S.C.A. at 31 December 2012 comprised:
31 December 2012 30 September 2012
EUR m % EUR m %
Listed
investments
British American 3 048 79.8 3 368 85.5
Tobacco p.l.c.
Other 1 - 1 -
Cash and 405 10.6 347 8.8
liquid funds
Unlisted 873 22.9 746 18.9
investments
Trilantic Capital 168 4.4 189 4.8
Partners
Pension 123 3.2 - -
Corporation Group
Limited
US land 100 2.6 105 2.7
development and
mortgages
Jagersfontein and 94 2.5 90 2.3
other diamond
interests
36 South 84 2.2 94 2.4
JPS Credit 58 1.5 59 1.5
Opportunities
Vanterra Flex 46 1.2 40 1.0
Investments
Vanterra C 37 1.0 32 0.8
Change TEM
Milestone China 35 1.0 13 0.3
Opportunities
Renshaw Bay 11 0.3 8 0.2
Other 117 3.1 116 2.9
Bank borrowings and collar financing
Borrowings (454) (11.9) (469) (11.9)
Derivative assets 28 0.7 27 0.7
Other liabilities
Fees payable and (44) (1.1) (46) (1.2)
other
liabilities, net
of other assets
Funding by (27) (0.7) (26) (0.6)
minority partners
3 830 100.3 3 948 100.2
Minority interest (11) (0.3) (10) (0.2)
3 819 100.0 3 938 100.0
All of the underlying assets are held by Reinet Fund S.C.A., F.I.S. ('Reinet Fund' or the Fund). Reinet Investments S.C.A. and the Fund together with the Funds subsidiaries are referred to as Reinet.
LISTED INVESTMENT IN BRITISH AMERICAN TOBACCO P.L.C. (BAT)
During the quarter under review, Reinet sold 5 million BAT shares at an average price of GBP 32.50. Sale proceeds totalled GBP 162.5 million, the transactions being effected over a three-week period up to 10 December 2012. The proceeds will be used to fund Reinets continuing investment programme, including the commitment to invest a further GBP 300 million in Pension Corporation Group Limited.
Reinet continues to hold some 79.3 million shares in BAT, representing 4.1 per cent of BATs issued share capital. At 31 December 2012, the value of the holding amounted to EUR 3 048.0 million, being 79.7 per cent of Reinets net asset value at that date. BATs share price at 31 December 2012 was GBP 31.20 (30 September 2012 GBP 31.78).
No dividends were received from BAT during the quarter under review.
CASH AND LIQUID FUNDS
Reinet holds cash on deposit principally in European banks and in a liquidity fund holding highly rated short-term commercial paper.
UNLISTED INVESTMENTS
The table above shows the value of the 100 per cent investment in Trilantic Capital Partners and United States land development and mortgages. In each case, Reinet co-invests with minority parties. Amounts attributable to minority parties are shown as 'funding by minority partners' and 'minority interest' in the table.
Trilantic Capital Partners management company and private equity funds
Reinet bought its interest in Trilantic Capital Partners (Trilantic Management), in conjunction with the management team, from the Lehman Brothers bankruptcy estate for EUR 8 million in 2009.
In 2009, Reinet also committed to invest in two funds managed by Trilantic Management, Trilantic Capital Partners Fund IV Global L.P., which invests primarily in the United States, and Trilantic Capital Partners Fund IV (Europe) L.P. (together Fund IV). Reinet acquired an 80 per cent interest in Trilantic Management and invested in Fund IV, with two partners holding the balance and sharing in the investment commitments. During the period under review Reinet repurchased a 10 per cent interest from one of its partners, bringing its ownership to 90 per cent and increasing its remaining commitment by 12.5 per cent.
The investment in Trilantic Management provides that Reinet and its partner will not pay any management fees or carried interest cost on substantially all of the investments in funds under Trilantic management. In addition, the agreement provides for Reinet and its partner to receive a share of the carried interest payable to Trilantic Management on the realisation of investments held in the funds, once a hurdle rate has been achieved. This applies to the existing funds and to any future funds to be launched by Trilantic. Reinets share of any carried interest earned by Trilantic Management is 11.25 per cent.
Reinet and its partner have invested the equivalent of EUR 117 million (30 September 2012: EUR 131 million), net of capital repayments, in Trilantic Management and Fund IV. The investment is carried at the estimated fair value of EUR 168 million at 31 December 2012 (30 September 2012: EUR 189 million). The investment in Fund IV is based on recent valuations provided by Trilantic Management. The decrease in the valuation is due to realisation of several investments by Fund IV during the period and the weakening of the US dollar against the euro during the period. Of the EUR 168 million, some EUR 17 million is attributable to Reinets minority partner.
During the period under review, Reinet and its partner earned net carried interest of EUR 6 million and realised gains of EUR 40 million, before tax, on their share of the investments realised by Fund IV. Of these amounts, in aggregate, EUR 41 million was attributable to Reinet and EUR 5 million to the minority partner. Total cash proceeds received from Fund IV during the quarter, being gains, carried interest and repayments of capital, amounted to EUR 71 million.
At 31 December 2012, Reinet had remaining commitments of EUR 40 million to invest in Fund IV, after taking into account the amounts payable by Reinets minority partner.
In May 2012, Reinet approved a commitment of some EUR 78 million to Trilantic Capital Partners V (North America) L.P. (Fund V) together with a commitment of some EUR 1 million to Fund Vs general partner. Fund V will invest principally in North America. Reinet may increase its commitment up to 10 per cent of aggregate investors commitments to Fund V and it is anticipated that Reinets partner in Fund IV will co-invest in Fund V. It is anticipated that Fund V will make its initial investments during the course of 2013.
Under the terms of the original strategic agreement, no management fee or carried interest will be payable to Trilantic Management in respect of the funds to be invested in Fund V. In addition, Reinet will receive a share of the carried interest earned by Trilantic Management.
Pension Corporation Group Limited
In October 2012, Reinet invested in Pension Corporation Group Limited. The investment represents a 16 per cent ordinary shareholding in Pension Corporation Group Limited, the newly established group holding company. The investment is carried at the estimated fair value of EUR 123 million at 31 December 2012.
Pension Corporation Group Limiteds wholly-owned subsidiary, Pension Insurance Corporation is one of the UKs leading providers of risk management solutions to defined benefit pension funds. Reinet is committed to contribute a further GBP 300 million in one or several tranches to finance new business over the next five years. Reinets shareholding in Pension Corporation Group Limited carries at all times voting rights commensurate with its ultimate 43 per cent shareholding.
At 31 December 2012, Reinet had remaining commitments of EUR 370 million to invest in Pension Corporation Group Limited.
United States land development and mortgages
Reinet has co-invested with partners to acquire interests in real estate development projects, usually properties where infrastructure services have been laid but where construction of properties has not yet commenced. It has also invested in mortgage debt on such developments and in specific properties. The investments are principally in Florida, Colorado and North and South Carolina.
At 31 December 2012, Reinet had invested a total of EUR 74 million in these projects (30 September 2012: EUR 76 million). The investment is carried at the estimated fair value of EUR 100 million (30 September 2012: EUR 105 million) of which EUR 83 million is attributable to Reinet and EUR 17 million to its partners. The decrease in the valuation is due to the weakening of the US dollar against the euro during the period and reflects expenses incurred.
Reinet is committed to invest a further EUR 2 million to acquire further mortgage debt, to fund development projects and acquire additional land and properties.
36 South global macro/volatility funds
Reinet has co-invested with the 36 South management team in the 36 South fund management and distribution companies. It is also an investor in the funds under management. These funds are established through an Irish-registered investment fund 36 South Funds plc.
36 South is an absolute return fund manager which specialises in managing global macro/volatility funds. The fund management philosophy is to invest when market estimates of volatility are mispriced. The volatility may apply to a wide range of underlying asset classes ranging from currencies and interest rates to equities.
Reinet invested its full commitment of EUR 88 million in 36 South. Of this, EUR 15 million represented the initial investment in and loans to the jointly-held fund management activities; the balance of EUR 73 million being Reinets investment in the funds under management. EUR 3 million of the loan has been repaid to date.
The investment in 36 South Funds plc is carried at its fair value of EUR 72 million at 31 December 2012 (30 September 2012: EUR 82 million), together with the fair value of the loan of EUR 12 million (30 September 2012: EUR 12 million), for a total of EUR 84 million (30 September 2012: EUR 94 million). The change in valuation reflects changes in the performance of the underlying funds.
Jagersfontein and other diamond interests
Reinet is an investor in an entity which extracts diamonds from the waste tailings from mining operations which began over a century ago. The tailings are located at Jagersfontein in South Africa. Developments in terms of gemstone extraction technology since the mines were first excavated mean that there is now the potential to recover stones which were previously treated as waste. In addition, Reinet has invested in a separate company which owns assets pertaining to mining rights and related activities to source diamonds on another property in South Africa.
As anticipated at the time of making the investment, Reinet has entered into agreements to sell a substantial part of its equity holdings in these projects to third parties, including local Black Economic Empowerment organisations. Certain sales were completed prior to the period under review resulting in Reinet reducing its ownership to 48 per cent of the Jagersfontein project. Other contracts are subject to regulatory approvals being obtained and conditions precedent being met. Upon completion of the remaining transactions, Reinet will have an equity interest of 49 per cent in the second venture.
As at 31 December 2012, Reinet held equity interests of EUR 16 million (30 September 2012: EUR 17 million) in the underlying investments and had provided loans of EUR 58 million (30 September 2012: EUR 55 million). In addition, EUR 8 million is receivable from third parties in respect of sales of part of the equity investments and Reinet has accrued income of EUR 12 million in respect of the loans and equity investments.
In aggregate, these investments are carried at their estimated fair value of EUR 94 million at 31 December 2012 (30 September 2012: EUR 90 million). The change in fair value reflects the additional funding provided in the period together with accrued interest, offset by the weakening of the South African rand against the Euro during the period. Reinet is committed to invest a further EUR 29 million in these projects. The exposure to the South African rand has been substantially hedged by borrowings in that currency and through forward exchange contracts.
JPS Credit Opportunities Fund (Cayman) Ltd. (JPS Credit Fund)
The investment in JPS Credit Fund, which was the first transaction introduced to Reinet by Renshaw Bay, focuses on liquid opportunities in the credit markets. JPS Credit Fund is managed by JP Morgan Asset Management.
JPS Credit Funds investment objective is to achieve attractive risk-adjusted returns through both capital appreciation and current income by taking positions in publicly traded and privately held securities, derivatives and other instruments (including bonds, credit default swaps and index options), primarily in credit and credit-related markets.
Reinet invested its full commitment in JPS Credit Fund in the year ended 31 March 2012. This investment is carried at the estimated fair value of EUR 58 million at 31 December 2012 (30 September 2012: EUR 59 million).
Vanterra Flex Investments L.P. (Vanterra)
Reinet is an investor in Vanterra and in its general partner.
Vanterra was established in March 2010 to invest in listed and unlisted funds and to make direct investments in the United States and emerging markets. Vanterra has invested alongside Reinet in Trilantic and in the United States land development and mortgages. It is also an investor in Vanterra C Change Transformative Energy & Materials I, L.P. Vanterra seeks to construct a globally diversified private equity portfolio providing investors with long-term capital appreciation.
As at 31 December 2012, EUR 42 million of committed funds (30 September 2012: EUR 36 million), plus an additional EUR 3 million in respect of expenses (30 September 2012: EUR 3 million), had been invested in the fund. This investment is carried at the estimated fair value of EUR 46 million at 31 December 2012 (30 September 2012: EUR 40 million), based on valuations provided by Vanterras general partner.
Reinet is committed to invest a further EUR 34 million in Vanterra.
Vanterra C Change Transformative Energy & Materials I, L.P. (TEM)
Reinet is an investor in TEM and in its general partner.
TEM was established in July 2010 to invest in companies and projects providing products or services that supply cleaner energy; create a more cost-effective building environment through the use of energy efficient technologies; and develop renewable resources as a substitute for fossil and other traditional fuels.
As at 31 December 2012, capital contributions of EUR 40 million had been made to the fund (30 September 2012: EUR 34 million). This investment is carried at the estimated fair value of EUR 37 million at 31 December 2012 (30 September 2012: EUR 32 million).
Reinet is committed to invest a further EUR 10 million in TEM.
Milestone China Opportunities Fund - Fund III L.P. and related investments (Milestone III)
Reinet is an investor in Milestone III and in its general partner.
In June 2011, Reinet entered into an agreement to invest in Milestone III, its general partner and to co-invest in certain of Milestone IIIs investments. Milestone III is a fund established to invest in high-growth companies with unique products and market positioning seeking expansion or acquisition capital in China.
As at 31 December 2012, capital contributions of EUR 15 million had been made to Milestone III (30 September 2012: EUR 10 million). The investment is carried at the estimated fair value of EUR 12 million at 31 December 2012 (30 September 2012: EUR 6 million). The current valuation is based on a recent independent valuation of Milestone III together with capital contributions made in the period under review.
Reinet has invested EUR 7 million in the general partner (30 September 2012: EUR 7 million). The investment is carried at the estimated fair value of EUR 7 million at 31 December 2012 (30 September 2012: EUR 7 million).
In October 2012, Reinet invested in a long-term investment vehicle in partnership with certain of the Milestone general partner principals and other partners to co-invest in opportunities identified by Milestone. Reinet has invested EUR 16 million in the new holding company. The investment is carried at the estimated fair value of EUR 16 million at 31 December 2012.
The above investments are carried at a total estimated fair value of EUR 35 million as at 31 December 2012. (30 September 2012: EUR 13 million).
As at 31 December 2012, Reinet is committed to invest a further EUR 76 million in Milestone III and co-investment opportunities that it may present.
Renshaw Bay
In February 2011, Reinet announced plans for a co-investment with Mr William T. Winters and RIT Capital Partners to establish Renshaw Bay, an investment advisory and management business. This business is managed by Mr Winters, a former Co-Chief Executive Officer of JP Morgan Investment Bank.
Initially, Reinet held 25.01 per cent of the business alongside Mr Winters, who held 50 per cent, and RIT Capital Partners, which held 24.99 per cent. Subsequently, Reinet purchased an additional 7.7 per cent of the business from RIT Capital Partners and thereby increased its commitment to Renshaw Bay by an additional EUR 2 million.
Reinet has invested EUR 11 million to date in Renshaw Bay (30 September 2012: EUR 8 million). The investment is carried at the estimated fair value of EUR 11 million at 31 December 2012 (30 September 2012: EUR 8 million). Reinet has committed to invest an additional EUR 5 million.
In addition to its involvement in the advisory and management company itself, Reinet will also co-invest in future opportunities to be determined by the partners. During the year ended 31 March 2012, Reinet invested in the JPS Credit Fund, an opportunity identified by Renshaw Bay. Further details of this investment are given above.
Other unlisted investments
This portfolio includes investments in small businesses and specialised investment funds focused on developing markets and niche sectors. The portfolio is valued at its estimated fair value of EUR 117 million at 31 December 2012 (30 September 2012: EUR 116 million), based on a detailed evaluation of each of the investments.
BANK BORROWINGS AND COLLAR FINANCING
Borrowings
In February 2012, in order to meet its on-going commitments, Reinet entered into a GBP 300 million medium-term financing facility. At 31 December 2012, the fair value of the borrowing was EUR 368 million (30 September 2012: EUR 377 million). The transaction incorporates the purchase by Reinet of put options and the sale by Reinet of call options over approximately 13.7 million BAT shares. The unpaid net option premium is payable over the period to 2017 and is carried as a liability at its fair value of EUR 46 million as at 31 December 2012 (30 September 2012: EUR 50 million).
Reinet has also borrowed ZAR 443 million to fund its investments in South African projects. At 31 December 2012, the fair value of the borrowing was EUR 40 million (30 September 2012: EUR 42 million).
Derivative assets
As part of the GBP 300 million financing facility, Reinet has purchased put options which provide protection should the value of the BAT shares used to secure the borrowings fall below a certain amount. Reinet has also sold call options over an equal number of BAT shares. Both the put options and the call options are carried at their respective fair values at the balance sheet date. The net derivative asset is carried at its fair value of EUR 27 million at 31 December 2012 (30 September 2012: EUR 27 million).
In addition, Reinet has entered into forward exchange contracts to sell 600 million South African rand.
OTHER LIABILITIES
Fees payable and other liabilities, net of other assets
Fees payable and other liabilities comprise principally a provision of EUR 4 million in respect of the proportionate accrual of the performance fee payable, an accrual of EUR 7 million in respect of the management fee payable at 31 December 2012, a provision for deferred taxes of EUR 37 million relating to gains arising from the investment in Trilantic Capital Partners and other operating expenses currently payable. The performance fee and management fee are payable to Reinet Investment Advisors Limited.
Funding by minority partners
Reinet invests in certain investments, principally Trilantic Capital Partners and US land and developments, along with minority partners. As capital calls are received, minority partners fund their share by advancing funds to Reinet; as distributions are received from investees, Reinet refunds their pro-rata share to the minority partners. The purchase of 10 per cent of the investment in Trilantic Capital Partners from a minority partner in the period included the repayment of funding previously received and resulted in a reduction in the amount due to minority partners. The net amounts received are shown as Funding by minority partners in the table on page 1.
Shares in issue
The number of shares in issue remained unchanged during the period at 195 942 286. This figure includes 1 000 management shares held by the General Partner.
Statutory information
Primary listing
Reinet Investments S.C.A. shares are listed on the Luxembourg Stock Exchange with the ISIN number LU0383812293. Thomson Reuters code REIT.LU and Bloomberg code REIN.LX. Reinet shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg exchange.
Secondary listing
Reinet Investments S.C.A. South African Depository Receipts are traded on the stock exchange in Johannesburg under the ISIN number CH 0045793657. Thomson Reuters code REIJ.J and Bloomberg code REI.SJ.
Reinet Investments Manager S.A.
For and on behalf of Reinet Investments S.C.A.
25 January 2013
Website: www.reinet.com (http://www.reinet.com/)
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. (the Fund), a specialised investment fund also incorporated in Luxembourg.
Notes for South African editors
Acknowledging the interest in Reinets results on the part of South African investors, set out below are key figures from the results expressed in rand.
Using the closing euro/rand exchange rate prevailing as at 31 December 2012 of 11.14725, and a rate of 10.6800 as at 30 September 2012.
31 December 2012 30 September 2012
Net asset value ZAR 42 574 m ZAR 42 058 m
Net asset value per ordinary share ZAR 217.26 ZAR 214.67
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
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