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Management statement for the third quarter ended 31 December 2013
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
28 JANUARY 2014
MANAGEMENT STATEMENT FOR THE THIRD QUARTER ENDED 31 DECEMBER 2013
The Board of Reinet Investments Manager S.A. announces the results of Reinet Investments S.C.A. for the third quarter ended 31 December 2013.
Key financial data :
• Net asset value at 31 December 2013: EUR 4 121 million, an increase of 2.4 per cent from 30 September 2013
• Net asset value per ordinary share at 31 December 2013: EUR 21.03 (30 September 2013: EUR 20.54)
• Additional investment of EUR 24 million in US property interests during the quarter
• Borrowing facilities in the amount of some EUR 360 million established during the quarter
BUSINESS REVIEW
CONSOLIDATED NET ASSET VALUE (‘NAV')
The NAV of Reinet Investments S.C.A. at 31 December 2013 comprised:
31 December 2013 30 September 2013
EUR m % EUR m %
Listed investments
British American 2 896 70.3 2 913 72.4
Tobacco p.l.c. (1)
Unlisted investments
Private equity and 684 16.6 657 16.3
related partnerships
Trilantic Capital 202 4.9 186 4.6
Partners
Fund IV, Fund V
and related
management companies
Renshaw Bay and 158 3.8 153 3.8
related investments
Renshaw Bay 26 26
advisory and
investment management
company
JPS Credit 61 60
Opportunities Fund
Renshaw Bay Real 68 67
Estate Finance Fund
Renshaw Bay Structured 3 -
Finance Opportunity
Fund
36 South 73 1.8 76 1.9
macro/volatility funds
Asian private equity 117 2.8 109 2.7
and portfolio funds
Milestone China 87 80
Opportunities funds,
co-investment and
related opportunities
GEMS 9 8
Prescient China 21 21
Balanced Fund
Specialised private 134 3.3 133 3.3
equity funds
Vanterra Flex 45 46
Investments
Vanterra C Change TEM 28 28
NanoDimension Funds 28 28
and co-investment
opportunities
Fountainhead Expert 25 23
Fund
Other fund investments 8 8
Pension Corporation 597 14.5 484 12.0
US land development and mortgages 124 3.0 99 2.5
Jagersfontein and other 96 2.3 114 2.8
diamond exploration interests
Other investments 25 0.6 24 0.6
4 422 107.3 4 291 106.6
Cash and liquid funds 182 4.4 229 5.7
Bank borrowings and collar financing
Borrowings (420) (10.2) (425) (10.6)
Derivative assets/(liabilities) 2 0.1 (4) (0.1)
Other liabilities
Fees payable and other liabilities, (31) (0.7) (33) (0.8)
net of other assets
Funding by minority partners (19) (0.5) (20) (0.5)
4 136 100.4 4 038 100.3
Minority interests (15) (0.4) (14) (0.3)
4 121 100.0 4 024 100.0
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 Fund's subsidiaries are referred to as ”Reinet”.
(1) Of 74.3 million BAT shares held, some 13.7 million shares are subject to put and call options.
LISTED INVESTMENT IN BRITISH AMERICAN TOBACCO P.L.C. (‘BAT')
British American Tobacco p.l.c. is a leading tobacco group, employing more than 55 000 people worldwide.
The investment in BAT is Reinet's single largest investment position and is kept under constant review, considering the company's performance, the industry outlook, cash flows from dividends, stock market performance, volatility and liquidity. The share price of BAT has increased significantly from around GBP 17.00 in October 2008 to GBP 32.36 at 31 December 2013.
Reinet holds 74.3 million shares in BAT, representing 3.9 per cent of BAT's issued share capital. The value of the investment in BAT in the balance sheet of Reinet was EUR 2 896 million, being 70.3 per cent of Reinet's NAV. The BAT share price on the London Stock Exchange decreased from GBP 32.77 at 30 September 2013 to GBP 32.36 at 31 December 2013.
Further information on BAT is available at www.bat.com.
UNLISTED INVESTMENTS
PRIVATE EQUITY AND RELATED PARTNERSHIPS
Where Reinet invests in funds managed by third parties, its philosophy is to partner with the managers of such funds and to share in fees generated by funds under management. This is the case with funds managed by Trilantic, 36 South, Milestone, Prescient, Renshaw Bay and Vanterra. Under the terms of the Investment Advisory Agreement, Reinet pays no management fee to Reinet Investment Advisors Limited (‘the Investment Advisor') on such investments except in the case where no fee or a reduced fee below 1 per cent is paid to the third-party manager. In such cases, the aggregate fee payable to the Investment Advisor and the third-party manager is capped at one per cent.
Funding commitments are entered into in various currencies including pounds sterling, US dollars and South African rand and are converted into euros using 31 December 2013 exchange rates.
TRILANTIC CAPITAL PARTNERS
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 in the table either as ‘funding by minority partners' or minority interests'.
Fund IV
Trilantic Capital Partners (‘Trilantic') is a global private equity firm focused on controlling and significant minority interest investments in North America and Europe. Trilantic employs flexible transaction structures and has a strong record of partnering with family-owned businesses and providing growth capital to management teams.
As at 31 December 2013, Reinet and its partner have invested the equivalent of EUR 108 million (30 September 2013: EUR 106 million), net of capital repayments, in Trilantic Management and Fund IV.
The investment is carried at the estimated fair value of EUR 191 million at 31 December 2013 (30 September 2013: EUR 178 million). The investment in Fund IV is based on unaudited valuation data provided by Trilantic Management as at 30 September 2013. The increase in the valuation is due to increases in unrealised gains on underlying investments offset by the weakening of the US dollar against the euro during the quarter. Of the EUR 191 million carrying value, some EUR 172 million is attributable to Reinet, with the balance being attributable to its minority partner.
At 31 December 2013, Reinet had remaining commitments of EUR 31 million to invest in Fund IV.
Fund V
Reinet has committed some EUR 73 million to Trilantic Capital Partners V (North America) L.P. (‘Fund V') together with a commitment of some EUR 3 million to Fund V's general partner. Fund V will invest principally in North America. Fund V has now completed its fundraising activities and commenced its investment activities in line with the philosophy applied to earlier funds.
Under the terms of the original strategic agreement, no management fee or carried interest are payable to Trilantic Management in respect of the funds to be invested in Fund V. Reinet is also entitled to receive a share of any carried interest earned by Trilantic Management on the investments held through Fund V.
During the quarter under review, Reinet invested EUR 3 million in Fund V. The investment is carried at the estimated fair value of EUR 11 million at 31 December 2013 (30 September 2013: EUR 8 million), based on unaudited valuation data provided by Trilantic Management as at 30 September 2013.
At 31 December 2013, Reinet had remaining commitments of EUR 64 million to invest in Fund V.
Further information on Trilantic is available at www.trilanticpartners.com.
RENSHAW BAY AND RELATED INVESTMENTS
Renshaw Bay Advisory and Investment Management Entity
Reinet has co-invested with Mr William T. Winters and RIT Capital Partners plc in an investment advisory and management business, known as Renshaw Bay. Renshaw Bay is focused on investment opportunities resulting from dislocations and structural changes in capital markets. The business is managed by Mr Winters, a former Co-Chief Executive Officer of JP Morgan Investment Bank.
Reinet holds 43.5 per cent of the advisory and management entity. Mr William T. Winters and senior management continue to hold 50 per cent of the entity.
Reinet has invested EUR 26 million to date in Renshaw Bay (30 September 2013: EUR 26 million). The investment is carried at the estimated fair value of EUR 26 million at 31 December 2013 (30 September 2013: EUR 26 million). The current carrying value is based on a recent independent valuation of Renshaw Bay.
Reinet has also invested in the JPS Credit Opportunities Fund, the Renshaw Bay Real Estate Finance Fund and the Renshaw Bay Structured Finance Opportunity Fund. EUR 3 million was invested in the Structured Finance Opportunity Fund during the quarter under review.
JPS Credit Opportunities Fund (Cayman) Ltd (‘JPS Credit Fund')
JPS Credit Fund's 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.
The investment is carried at the estimated fair value of EUR 61 million at 31 December 2013 (30 September 2013: EUR 60 million) based on the valuation at that date provided by the fund manager.
Reinet invested its full commitment in the JPS Credit Fund during the year ended 31 March 2012.
Renshaw Bay Real Estate Finance Fund
The Renshaw Bay Real Estate Finance Fund was created to take advantage of opportunities resulting from a funding gap between the expected demand for commercial real estate finance and its availability from banks, other traditional lenders and equity investors.
Reinet has invested EUR 71 million to date (30 September 2013: EUR 71 million). The fair value at 31 December 2013 is EUR 68 million (30 September 2013: EUR 67 million) based on unaudited capital statements at 30 September 2013.
Reinet is committed to invest a further EUR 50 million in the fund.
Renshaw Bay Structured Finance Opportunity Fund
Reinet has committed to invest EUR 109 million in the Renshaw Bay Structured Finance Opportunity Fund which was created to provide investors with attractive risk-adjusted returns through investments, principally in the structured finance and credit markets.
Reinet has invested EUR 3 million in the quarter under review. The investment is carried at the estimated fair value of EUR 3 million at 31 December 2013.
Reinet is committed to invest a further EUR 106 million in the fund.
Further information on Renshaw Bay is available at www.renshawbay.com.
36 SOUTH GLOBAL MACRO/VOLATILITY FUNDS
36 South is an absolute return fund manager that specialises in managing global macro/volatility funds. The fund management philosophy is to invest when market estimates of volatility are mis-priced.
Reinet has invested its full commitment of EUR 88 million to 36 South.
The fund investment is carried at its estimated fair value of EUR 65 million based on unaudited capital statements received from the fund manager as at 31 December 2013 (30 September 2013: EUR 68 million) and the fair value of the short-term loan and investment in the fund management companies amounted to EUR 8 million (30 September 2013: EUR 8 million). The investments in total have a fair value of EUR 73 million (30 September 2013: EUR 76 million).
Further information on 36 South is available at www.36south.com.
ASIAN PRIVATE EQUITY AND PORTFOLIO FUNDS
Milestone China Opportunities Funds (‘Milestone'), Investment Holdings and Management Company Participation
The Milestone China Opportunities Fund II L.P. (‘Milestone II') and Fund III L.P. (‘Milestone III') invest primarily in domestic Chinese high-growth companies seeking expansion or acquisition capital. Milestone funds seek to maximise medium to long-term capital appreciation.
As at 31 December 2013 the investment in Milestone II had an estimated fair value of EUR 7 million based on unaudited capital statements received from the fund manager as at 30 September 2013 (30 September 2013: EUR 6 million). The fund is at a mature stage and assets are being realised over the remaining life of the fund.
As at 31 December 2013, capital contributions of EUR 35 million had been made to Milestone III (30 September 2013: EUR 27 million). The investment is carried at the estimated fair value of EUR 34 million at 31 December 2013.
Reinet has also invested in the general partner of Milestone III. The investment is carried at management's estimated fair value of EUR 4 million at 31 December 2013 taking into account the cost of the investment and the performance to date (30 September 2013: EUR 4 million).
Reinet had invested EUR 26 million in a long-term investment vehicle in partnership with certain of the Milestone general partner principals and other partners, including Remgro Limited. The investment is carried at the estimated fair value of EUR 37 million at 31 December 2013 (30 September 2013: EUR 37 million).
The investments in the Milestone funds, the general partner and co-investments are carried at a total estimated fair value of EUR 87 million as at 31 December 2013 (30 September 2013: EUR 80 million).
At 31 December 2013, Reinet's remaining commitment to the Milestone funds and co-investment opportunities amounts to EUR 44 million.
Further information in respect of the Milestone funds is available at www.mcmchina.com.
General Enterprise Management Services International Limited (‘Gems')
Based in Hong Kong, GEMS operates investment funds focused on the natural resources sector and on growth opportunities.
At 31 December 2013, the aggregate investment in the GEMS funds is carried at the estimated fair value of EUR 9 million based on a recent independent valuation (30 September 2013: EUR 8 million).
Further information on GEMS is available at www.gems.com.hk.
Prescient China Balanced Fund (‘Prescient China')
Prescient China is a fund managed by an Irish subsidiary of Prescient Holdings Limited, a South African-listed fund manager. It invests principally in equities and other instruments listed on the Shanghai and Shenzhen Stock Exchanges.
In March 2013, Reinet committed to invest EUR 22 million in Prescient China and EUR 2 million in its management company. Reinet invested its full capital commitment of EUR 22 million in the fund in March 2013. This investment is carried at the estimated fair value of EUR 21 million (30 September 2013: EUR 21 million).
Further information on Prescient is available at www.prescient.co.za.
SPECIALISED PRIVATE EQUITY FUNDS
Vanterra Flex Investments L.P. (‘Vanterra')
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.
Reinet is an investor in both Vanterra and in its general partner.
As at 31 December 2013, EUR 45 million of committed funds (30 September 2013: EUR 45 million), together with EUR 3 million in respect of expenses (30 September 2013: EUR 3 million) had been invested in the fund. This investment is carried at the estimated fair value of EUR 45 million at 31 December 2013 (30 September 2013: EUR 46 million), based on unaudited financial information as at 30 June 2013.
Reinet is committed to invest a further EUR 29 million in Vanterra.
Vanterra C Change Transformative Energy & Materials I, L.P. (‘Vanterra C Change TEM')
Vanterra C Change TEM invests in companies and projects providing products or services that supply cleaner energy; creating a more cost-effective building environment through the use of energy efficient technologies; and developing renewable resources as a substitute for fossil and other traditional fuels.
Reinet is an investor in Vanterra C Change TEM and in its general partner.
As at 31 December 2013, capital contributions of EUR 44 million had been made to the fund (30 September 2013: EUR 44 million). This investment is carried at the estimated fair value of EUR 28 million (30 September 2013: EUR 28 million), based on the latest unaudited financial information received from the fund manager.
Reinet is committed to invest a further EUR 3 million in Vanterra C Change TEM.
Further information on Vanterra is available at www.vanterra.com.
NanoDimension Funds and Co-Investment Opportunities
NanoDimension Management Limited has established two funds in which Reinet is an investor. The focus of each fund is to invest in and support the growth and commercialisation of nanotechnology.
At 31 December 2013, the estimated fair value of Reinet's investment in the two funds and a co-investment amounted to EUR 28 million (30 September 2013: EUR 28 million).
Reinet's remaining commitments to the funds amounted to EUR 18 million at 31 December 2013.
Further information on NanoDimension is available at www.nanodimension.com.
Fountainhead Expert Fund
Fountainhead Expert Fund (‘Fountainhead') is an absolute return fund investing in a concentrated manner in global equities offering superior potential for capital appreciation and value realisation.
In February 2012, Reinet invested EUR 15 million in Fountainhead. The amount invested represents Reinet's full commitment to the fund.
As at 31 December 2013, the fair value of the investment was EUR 25 million (30 September 2013: EUR 23 million).
Further information on Fountainhead is available at www.fountainheadpartners.co.za.
Other Fund Investments
This includes small, specialist funds investing in private equity businesses, start-up ventures and listed securities. These investments are valued at their fair value of EUR 8 million at 31 December 2013 (30 September 2013: EUR 8 million), based on valuation statements received from the fund managers.
PENSION CORPORATION GROUP LIMITED
Pension Corporation Group Limited's wholly-owned subsidiary, Pension Insurance Corporation is one of the UK's leading providers of risk management solutions to defined benefit pension funds. Pension Insurance Corporation is authorised and regulated as an insurance company by the Prudential Regulation Authority in the United Kingdom. It has almost GBP 10 billion in assets and has insured 100 000 pension fund members.
Reinet has, to date; invested GBP 325 million for a 38 per cent equity interest in Pension Corporation and is committed to invest a further GBP 75 million (EUR 90 million) in one or more tranches over the period to 2017. Such investment would result in Reinet ultimately having an equity position of 43 per cent in the company. Reinet's shareholding in Pension Corporation Group Limited carries at all times voting rights commensurate with its ultimate 43 per cent shareholding.
Reinet's holding in Pension Corporation Group Limited as at 31 December 2013 is carried at a fair value of EUR 597 million (30 September 2013: EUR 484 million) estimated on the basis of Pension Insurance Corporation's embedded value, multiples drawn from industry data and current exchange rates. The increase in value during the period principally reflects increases in the embedded value of Pension Insurance Corporation and in the comparable multiples used in the valuation.
Further information in respect of Pension Corporation is available at www.pensioncorporation.com.
UNITED STATES LAND DEVELOPMENT AND MORTGAGES
Reinet has co-invested with partners to acquire interests in real estate development projects. It has also invested in mortgage debt on such developments and in specific properties.
The investment is carried at the estimated fair value of EUR 124 million (30 September 2013: EUR 99 million) of which EUR 108 million is attributable to Reinet and EUR 16 million to its minority partners.
In December 2013, Reinet invested a further EUR 24 million to acquire minority shareholders' interests in one property development in the North and South Carolinas, and to fund other ongoing projects.
JAGERSFONTEIN AND OTHER DIAMOND EXPLORATION INTERESTS
Reinet is an investor in an entity which extracts diamonds from the waste tailings of mining operations. The tailings are located at Jagersfontein in South Africa. Reinet has also invested in a separate project, which has acquired rights to source diamonds on a site near Kimberley in South Africa.
Both of the above projects are now operational. In the current quarter, diamond sales amounted to EUR 20 million, of which EUR 12 million was used to repay loans and interest due to Reinet.
In aggregate, these investments are carried at their estimated fair value of EUR 96 million at 31 December 2013 (30 September 2013: EUR 114 million). The current valuations based on discounted cash flow analyses.
Reinet is committed to invest a further EUR 7 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.
OTHER INVESTMENTS
This portfolio includes small businesses and interests in businesses which require assistance in restructuring their activities before value can be realised. These assets are valued at their aggregate fair value of EUR 25 million at 31 December 2013 (30 September 2013: EUR 24 million), based on an analysis of each of the investments.
Other information on Reinet's investments may be found in the Reinet 2013 annual and interim reports which are available at www.reinet.com
CASH AND LIQUID FUNDS
Reinet holds cash on short-term deposits principally in European banks. Interest rates remain exceptionally low in respect of both euro and sterling deposits, the currencies in which the bulk of funds are held.
BANK BORROWINGS AND COLLAR FINANCING
Borrowings
In February 2012, in order to meet its ongoing commitments, Reinet entered into a GBP 300 million medium-term financing facility. At 31 December 2013, the fair value of the borrowing was EUR 355 million (30 September 2013: EUR 355 million). The transaction incorporates the purchase by Reinet of put options and the sale by Reinet of call options over 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 34 million as at 31 December 2013 (30 September 2013: EUR 37 million).
Reinet has also borrowed ZAR 443 million to fund its investments in South African projects. At 31 December 2013, the fair value of the borrowing was EUR 31 million (30 September 2013: EUR 33 million).
During the quarter under review, Reinet put in place borrowing facilities which will permit it to draw down the equivalent of up to GBP 300 million in a combination of currencies to fund further investment commitments.
Derivative Assets / (Liabilities) – Put and Call Options and Forward Exchange Contracts
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 liability is carried at its fair value of EUR 1 million at 31 December 2013 (30 September 2013: EUR 4 million).
Reinet has entered into forward exchange contracts to sell ZAR 890 million (30 September 2013: ZAR 890 million). The net asset in respect of the forward exchange contracts is carried at its fair value of EUR 3 million at 31 December 2013 (30 September 2013: EUR nil).
OTHER LIABILITIES
Fees Payable and Other Liabilities, Net of Other Assets
Fees payable and other liabilities comprise principally an accrual of EUR 8 million in respect of the management fee payable at 31 December 2013 (30 September 2013: EUR 15 million), a provision for deferred taxes of EUR 19 million (30 September 2013: EUR 14 million) relating to gains arising from the investments in Trilantic Capital Partners and withholding taxes relating to the investment in US land development and mortgages, together with other operating expenses currently payable. No provision has been made in respect of a performance fee as at 31 December 2013 (30 September 2013: EUR nil) as the conditions required to pay a fee had not been met at that date. The performance fee and management fee are payable to the Investment Advisor.
The management fee for the quarter under review amounted to EUR 9 million (30 September 2013: EUR 18 million).
Funding by Minority Partners
Reinet invests in certain investments, principally Trilantic Capital Partners and US land development and mortgages, 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 net amounts received of EUR 19 million (30 September 2013: EUR 20 million), are shown as ‘Funding by minority partners' in the table above.
STATUTORY INFORMATION
PRIMARY LISTING
Reinet Investments S.C.A. shares are listed on the Luxembourg Stock Exchange with the ISIN number LU0383812293 and on Thomson Reuters code REIT.LU. 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.
SHARES IN ISSUE
As at 31 December 2013 and 30 September 2013 there were 195 942 286 shares in issue. This figure includes 1 000 management shares held by the General Partner.
Reinet Investments Manager S.A.
For and on behalf of Reinet Investments S.C.A.
Website: 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. (‘Reinet Fund’ or ‘the Fund’), a specialised investment fund also incorporated in Luxembourg. The Company’s shares are listed on the Luxembourg Stock Exchange, the primary listing, and its South African Depository Receipts are listed in Johannesburg, the secondary listing. The Company’s shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg exchange. The Company and the Fund together with the Fund’s subsidiaries are referred to as ‘Reinet’.
Notes for South African editors
Acknowledging the interest in Reinet's 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 2013 of 14.41965, and a rate of 13.5645 as at 30 September 2013.
+----------------------------------+----------------+-----------------+
| |31 December 2013|30 September 2013|
+----------------------------------+----------------+-----------------+
|Net asset value |ZAR 59 423 m |ZAR 54 584 m |
+----------------------------------+----------------+-----------------+
|Net asset value per ordinary share|ZAR 303.25 |ZAR 278.61 |
+----------------------------------+----------------+-----------------+
Reinet Investments S.C.A.
R.C.S. Luxembourg B 16.576
Registered office: 35, boulevard Prince Henri, L-1724 Luxembourg, Tel. (+352) 22 42 10, Fax (+352) 22 72 53,
Email: info@reinet.com, website: www.reinet.com
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
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