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Management statement for the first quarter ended 30 June 2017
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
MANAGEMENT STATEMENT FOR THE FIRST QUARTER ENDED 30 JUNE 2017
The Board of Reinet Investments Manager S.A. announces the results of Reinet Investments S.C.A. for the quarter ended 30 June 2017.
Key financial data
* Net asset value at 30 June 2017: EUR 5 820 million, a decrease of EUR 182 million or 3 per cent from EUR 6 002 million at 31 March 2017
* Net asset value per share at 30 June 2017: EUR 29.70 (31 March 2017: EUR 30.63)
* Dividends received from British American Tobacco during the period amounted to EUR 95 million
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, the primary listing, 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'.
Cautionary statement regarding forward-looking statements
This document contains forward-looking statements as that term is defined in the United States Private Securities Litigation Reform Act of 1995. 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. Reinet does not undertake to update, nor does it have any obligation to provide updates or to revise, any forward-looking statements.
BUSINESS OVERVIEW
Net asset value
The net asset value ('NAV') at 30 June 2017 comprised:
+------------------------------------------+--------------+---------------+
| | 30 June 2017 | 31 March 2017 |
+------------------------------------------+------+-------+------+--------+
| | EUR m| %| EUR m| %|
+------------------------------------------+------+-------+------+--------+
|Listed investments | | | | |
+------------------------------------------+------+-------+------+--------+
|British American Tobacco p.l.c. | 4 061| 69.8| 4 249| 70.8|
+------------------------------------------+------+-------+------+--------+
|SPDR Gold shares | 24| 0.4| 26| 0.4|
+------------------------------------------+------+-------+------+--------+
|Selecta Biosciences, Inc. | 6| 0.1| 5| -|
+------------------------------------------+------+-------+------+--------+
|Unlisted investments | | | | |
+------------------------------------------+------+-------+------+--------+
|Pension Insurance Corporation | 1 165| 20.0| 1 175| 19.6|
|Group Limited | | | | |
+------------------------------------------+------+-------+------+--------+
| | | | | |
+------------------------------------------+------+-------+------+--------+
|Private equity and related partnerships | 762| 13.1| 780| 13.0|
+------------------------------------------+------+-------+------+--------+
|Trilantic Capital Partners | 209| 3.6| 202| 3.4|
+------------------------------------------+------+-------+------+--------+
|Fund IV, Fund V, TEP, related | | | | |
|general partners and management companies | | | | |
+------------------------------------------+------+-------+------+--------+
|36 South macro/volatility funds | 47| 0.8| 49| 0.8|
+------------------------------------------+------+-------+------+--------+
|Asian private equity and portfolio funds | 177| 3.0| 182| 3.0|
+------------------------------------------+------+-------+------+--------+
|Milestone China Opportunities | 131| | 135| |
|funds, investment holdings and | | | | |
|management company participation | | | | |
+------------------------------------------+------+-------+------+--------+
|Prescient China Balanced Fund | 46| | 47| |
|and investment management company | | | | |
+------------------------------------------+------+-------+------+--------+
|Specialised investment funds | 329| 5.7| 347| 5.8|
+------------------------------------------+------+-------+------+--------+
|Vanterra Flex Investments | 28| | 30| |
+------------------------------------------+------+-------+------+--------+
|Vanterra C Change TEM | 21| | 23| |
+------------------------------------------+------+-------+------+--------+
|NanoDimension funds and | 45| | 44| |
|co-investment opportunities | | | | |
+------------------------------------------+------+-------+------+--------+
|Fountainhead Expert Fund | 23| | 29| |
+------------------------------------------+------+-------+------+--------+
|Snow Phipps funds | 47| | 48| |
|and co-investment opportunities | | | | |
+------------------------------------------+------+-------+------+--------+
|JPS Credit Opportunities Fund | 88| | 94| |
+------------------------------------------+------+-------+------+--------+
|GAM Real Estate Finance Fund | 73| | 75| |
+------------------------------------------+------+-------+------+--------+
|Other fund investments | 4| | 4| |
+------------------------------------------+------+-------+------+--------+
|United States land | 113| 2.0| 154| 2.6|
|development and mortgages | | | | |
+------------------------------------------+------+-------+------+--------+
|Diamond interests | 50| 0.9| 56| 0.9|
+------------------------------------------+------+-------+------+--------+
|Other investments | 61| 1.0| 64| 1.1|
+------------------------------------------+------+-------+------+--------+
|Total investments | 6 242| 107.3| 6 509| 108.4|
+------------------------------------------+------+-------+------+--------+
|Cash and liquid funds | 408| 7.0| 360| 6.0|
+------------------------------------------+------+-------+------+--------+
|Bank borrowings and derivatives | | | | |
+------------------------------------------+------+-------+------+--------+
|Borrowings | (779)| (13.4)| (813)| (13.5)|
+------------------------------------------+------+-------+------+--------+
|Net derivative assets/(liabilities) | 25| 0.4| 26| 0.4|
+------------------------------------------+------+-------+------+--------+
|Other liabilities | | | | |
+------------------------------------------+------+-------+------+--------+
|Minority interest, fees payable and other | (76)| (1.3)| (80)| (1.3)|
|liabilities, net of other assets | | | | |
+------------------------------------------+------+-------+------+--------+
|Net asset value | 5 820| 100.0| 6 002| 100.0|
+------------------------------------------+------+-------+------+--------+
All investments are held, either directly or indirectly, by Reinet Fund.
INFORMATION RELATING TO CURRENT KEY INVESTMENTS
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
| | |Committed |Remaining |Invested |Realised |Current |Total |
| | |amount(1) |committed |amount(2)|proceeds(2) |fair |realised |
| | |in |amount(1) |in |in millions |value(1) in |and |
| | |millions |in millions |millions | |millions |unrealised |
| | | | | | | |value(3) in |
| | | | | | | |millions |
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Listed investments | | | | | | | |
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|British American Tobacco p.l.c. | EUR| -| -| 1 739| 1 787| 4 061| 5 848|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
| | GBP| -| -| 1 418| 1 463| 3 562| 5 025|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|SPDR Gold shares | EUR| 22| -| 22| -| 24| 24|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
| | USD| 25| -| 25| -| 27| 27|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Selecta Biosciences, Inc. | EUR| 4| -| 4| -| 6| 6|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
| | USD| 5| -| 5| -| 7| 7|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Unlisted investments | | | | | | | |
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Pension Insurance | | | | | | | |
|Corporation Group | EUR| 614| -| 656| -| 1 165| 1 165|
|Limited | GBP| 539| -| 539| -| 1 022| 1 022|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Trilantic Capital Partners | EUR| 327| 87| 249| 276| 209| 485|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Euro investment | EUR| 86| 20| 66| 110| 73| 183|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|US dollar investment(4) | USD| 275| 76| 209| 207| 156| 363|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|36 South macro/volatility | | | | | | | |
|funds | EUR| 88| -| 88| 6| 47| 53|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Asian private equity | | | | | | | |
|and portfolio funds | | | | | | | |
|Milestone China | | | | | | | |
|Opportunities funds, investment | | | | | | | |
|holdings and | | | | | | | |
|management company | EUR| 149| 8| 124| 18| 131| 149|
|participation | USD| 169| 9| 160| 22| 149| 171|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Prescient China Balanced | | | | | | | |
|Fund and investment | EUR| 28| -| 25| -| 46| 46|
|management company | USD| 32| -| 32| -| 53| 53|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Specialised investment funds | | | | | | | |
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Vanterra Flex | EUR| 91| 35| 49| 23| 28| 51|
|Investments | USD| 104| 40| 64| 27| 32| 59|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Vanterra C Change TEM | EUR| 57| 5| 43| 1| 21| 22|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
| | USD| 65| 6| 59| 1| 24| 25|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|NanoDimension funds | | | | | | | |
|and co-investment | | | | | | | |
|opportunities | EUR| 53| 9| 41| 1| 45| 46|
|Euro investment | EUR| 4| -| 4| 1| 5| 6|
|US dollar investment | USD| 56| 10| 46| -| 46| 46|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Fountainhead Expert | EUR| 35| 18| 15| -| 23| 23|
|Fund | USD| 40| 20| 20| -| 27| 27|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Snow Phipps funds | | | | | | | |
|and co-investment | EUR| 115| 70| 45| 4| 47| 51|
|opportunities | USD| 131| 80| 51| 5| 54| 59|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|JPS Credit Opportunities | EUR| 61| -| 54| -| 88| 88|
|Fund | USD| 70| -| 70| -| 101| 101|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|GAM Real Estate | EUR| 114| 34| 84| 18| 73| 91|
|Finance Fund | GBP| 100| 30| 70| 14| 64| 78|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|United States land | | | | | | | |
|development and | EUR| 186| 2| 160| -| 113| 113|
|mortgages | USD| 213| 2| 211| -| 130| 130|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
|Diamond interests(5) | EUR| 82| 3| 116| 70| 50| 120|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
| | ZAR| 1 230| 40| 1 190| 1 002| 743| 1 745|
+--------------------------------+----+----------+------------+---------+------------+------------+------------+
(1) Calculated using 30 June 2017 foreign exchange rates.
(2) Calculated using actual foreign exchange rates at transaction date.
(3) Total of realised proceeds and current fair value.
(4) The invested amount for Trilantic Capital Partners includes an initial payment of USD 10 million.
(5) The exposure to the South African rand has been partially hedged by a forward exchange contract and borrowings in this currency.
PERFORMANCE
NET ASSET VALUE
The decrease in the net asset value of EUR 182 million during the period is influenced by decreases in the estimated fair value of certain investments, including BAT, Pension Insurance Corporation Group Limited and United States land development and mortgages. The decrease in net asset value was offset by the receipt of dividends from British American Tobacco p.l.c. ('BAT'), the increase in estimated fair value of certain investments including the Trilantic funds together with decreases in the estimated fair values of borrowings mainly due to the weakening of sterling against the euro in the period.
The Company records its assets and liabilities in euro; the depreciation of sterling and the US dollar against the euro in the period has resulted in an overall decrease in the value of certain assets and liabilities in euro terms. Applying the current period end exchange rates to the March 2017 assets and liabilities would have resulted in a decrease in the March 2017 net asset value of some EUR 218 million.
Major items impacting the NAV and significant changes in carrying value during the period under review are described below:
LISTED INVESTMENTS
BRITISH AMERICAN TOBACCO P.L.C.
The investment in British American Tobacco p.l.c. ('BAT') remains 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.
Reinet received dividends from BAT during the period amounting to EUR 95 million (GBP 80 million), being BAT's final 2016 dividend.
Reinet holds 68.1 million shares in BAT, representing some 3.7 per cent of BAT's issued share capital. The value of Reinet's investment in BAT amounted to EUR 4 061 million at 30 June 2017 (31 March 2017: EUR 4 249 million), being some 70 per cent of Reinet's NAV. The BAT share price on the London Stock Exchange decreased from GBP 53.00 at 31 March 2017 to GBP 52.34 at 30 June 2017, this resulted in a decrease in value of EUR 51 million; the carrying value is also impacted by the weakening of sterling against the euro during the period, the effect of which amounts to some EUR 137 million.
Further information on BAT is available at www.bat.com/annualreport.
UNLISTED INVESTMENTS
PENSION INSURANCE CORPORATION GROUP LIMITED
During the current period, Pension Insurance Corporation Group Limited ('Pension Corporation') completed a GBP 60 million investment in the University of Essex student accommodation; concluded a pension insurance buy-in with the trustees of the 3i Group pension plan for a premium of some GBP 200 million; invested GBP 40 million in secured debt issued by Aldwyck Housing Group and reached an agreement with Retirement Advantage to fund equity release mortgages.
Reinet's investment in Pension Corporation is carried at an estimated fair value of EUR 1 165 million at 30 June 2017 (31 March 2017: EUR 1 175 million). This value takes into account Reinet's estimate of Pension Corporation's embedded value at 31 March 2017, valuation multiples drawn from industry data at 30 June 2017 and a discount of 10 per cent which takes into account the relatively illiquid nature of Reinet's investment.
The decrease in the estimated fair value is mainly due to the weakening of sterling against the euro in the period, offset by increases in comparable company valuation multiples derived from public information relating to listed companies in the UK insurance sector.
Further information on Pension Corporation is available at www.pensioncorporation.com.
PRIVATE EQUITY AND RELATED PARTNERSHIPS
TRILANTIC CAPITAL PARTNERS
Reinet's and its minority partners' investment is carried at the estimated fair value of EUR 209 million at 30 June 2017 (31 March 2017: EUR 202 million) of which EUR 10 million (31 March 2017: EUR 10 million) is attributable to minority partners. The estimated fair value is based on unaudited valuation data provided by Trilantic management at 31 March 2017 adjusted for changes in the value of listed investments included in the portfolios. The increase in the valuation is due to additional capital invested, increases in estimated fair values of underlying investments offset by the weakening of the US dollar against the euro in the period.
Further information on Trilantic is available at www.trilantic.com.
UNITED STATES LAND DEVELOPMENT AND MORTGAGES
The investment is carried at the estimated fair value of EUR 113 million (31 March 2017: EUR 154 million), of which EUR 3 million is attributable to minority partners (31 March 2017: EUR 3 million).
The current valuation is based on recent management information adjusted for cash movements up to 30 June 2017. The decrease in the estimated fair value reflects reductions in the expected rate of lot sales and lot prices, and revised future expenses. The decrease in value also reflects the weakening of the US dollar against the euro during the period.
Further information on Arendale is available at www.arendale.com.
Further information on Reinet's investments may be found in the Reinet 2017 annual report which is available at www.Reinet.com.
CASH AND LIQUID FUNDS
Reinet holds cash on deposit principally in European-based banks and in liquidity funds holding highly rated short-term commercial paper.
Reinet's cash and liquid funds increased from EUR 360 million at 31 March 2017 to EUR 408 million at 30 June 2017. During the period, the BAT dividend received amounted to some EUR 95 million and Reinet invested some EUR 9 million in underlying investments, including EUR 4 million in Trilantic Capital Partners and EUR 5 million in NanoDimension Funds and co-investment opportunities. Management fees of EUR 22 million, accrued as at 31 March 2017, were paid to Reinet Investment Advisors Limited (the 'Investment Advisor'). Distributions from investments amounted to EUR 11 million, interest paid amounted to EUR 7 million and other disbursements including foreign exchange impacts amounted to EUR 17 million.
BANK BORROWINGS AND DERIVATIVES
BORROWINGS
In December 2016, Reinet entered into borrowing facilities with Bank of America N.A which permit it to drawdown the equivalent of up to GBP 250 million in a combination of currencies to fund further investment commitments. As at 31 March 2017 EUR 97 million (GBP 85 million) was drawn of which GBP 35 million is repayable in July 2017 and GBP 50 million in August 2017.
During early 2017, Reinet entered into a GBP 500 million, medium-term financing arrangement with Merrill Lynch International, which runs to 2022. At 30 June 2017, the estimated fair value of the borrowing was EUR 569 million (GBP 499 million). The GBP 500 million financing transaction includes the purchase by Reinet of put options over approximately 15.5 million BAT shares for a premium of some EUR 92 million (GBP 79 million) payable over the life of the transaction. As at 30 June 2017, the premium loan is carried as a liability at an estimated fair value of EUR 83 million (GBP 73 million). Some 4.1 million BAT shares have also been pledged to collateralise the premium loan and future interest payments.
Reinet has also borrowed ZAR 443 million to fund its investments in South African projects. At 30 June 2017, the estimated fair value of the borrowing was EUR 30 million (31 March 2017: EUR 31 million); the decrease in estimated fair value is due to the weakening of the South African rand against the euro during the period.
DERIVATIVE ASSETS/(LIABILITIES) – OPTIONS AND FORWARD EXCHANGE CONTRACTS
As part of the aforementioned GBP 500 million medium-term financing arrangement, Reinet purchased put options which provide protection should the value of the BAT shares used to secure the borrowings fall below a certain amount. Proceeds received as a result of the put options being exercised could be used to repay the amounts borrowed in full. The put options are carried at their estimated fair value of EUR 27 million at 30 June 2017 (31 March 2017: EUR 29 million). The decrease in the carrying value of the put option reflects the decrease in the time to maturity, the weakening of sterling against the euro in the period offset by the effect of the decrease in value of the underlying BAT shares.
Reinet has entered into a forward exchange contract to sell ZAR 480 million (31 March 2017: ZAR 480 million). The derivative liability in respect of the forward exchange contract is carried at its estimated fair value of EUR 2 million at 30 June 2017 (31 March 2017: EUR 3 million). The change in value reflects the weakening of the South African rand against the euro in the period.
OTHER LIABILITIES
MINORITY INTEREST, FEES PAYABLE AND OTHER LIABILITIES, NET OF OTHER ASSETS
The minority interest liability amounts to EUR 16 million (31 March 2017: EUR 16 million) and is in respect of minority partners' share in the gains and losses not yet distributed to them arising from the estimated fair value movement of investments in which they have interests.
Fees payable and other liabilities comprise principally an accrual of EUR 9 million (31 March 2017: EUR nil) in respect of a performance fee, EUR 12 million in respect of the management fee payable (31 March 2017: EUR 22 million), a provision for deferred taxes of EUR 6 million (31 March 2017: EUR 7 million) relating to gains arising from the investments in Trilantic and withholding and corporate taxes of EUR 26 million (31 March 2017: EUR 25 million) relating to the investment in United States land development and mortgages. Accruals and other payables amount to some EUR 7 million (31 March 2017: EUR 10 million).
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.
SHARE INFORMATION
Primary Listing
The Company's shares are listed and traded on the Luxembourg Stock Exchange with the ISIN number LU0383812293 (symbol 'ReinetInvest'). Thomson Reuters code REIT.LU. The Company's ordinary shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg Stock Exchange.
The Company's share price increased by 19 per cent in the period from EUR 18.11 at 31 March 2017 to EUR 21.49 at 30 June 2017, with the highest trade being at EUR 22.5 during the period. The total shareholder return since inception (taking into account the Initial Price and including dividends paid) is 17 per cent per annum.
Secondary Listing
The DRs issued by Reinet Securities SA in respect of the Company's ordinary shares are traded on the Johannesburg Stock Exchange under the ISIN number CH0045793657 (symbol 'REI'). Thomson Reuters code REIJ.J. One DR issued by Reinet Securities SA represents one-tenth of one ordinary share in the Company.
The price of DRs issued by Reinet Securities SA in respect of the Company's ordinary shares increased by 1 per cent from ZAR 29.16 at 31 March 2017 to ZAR 29.48 at 30 June 2017.
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Reinet Investments Manager S.A.
General Partner
For and on behalf of Reinet Investments S.C.A.
26 July 2017
Website: www.reinet.com
Notes for South African editors
One Reinet Depository Receipt represents one-tenth of one ordinary share in Reinet.
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.
Net asset value
Using the closing euro/rand exchange rate prevailing as at 30 June 2017 of 14.9336 and a rate of 14.3027 as at 31 March 2017.
30 June 2017 31 March 2017
Net asset value ZAR 86 914 m ZAR 85 845 m
Net asset value per ordinary share ZAR 443.53 ZAR 438.09
Net asset value per depository receipt ZAR 44.35 ZAR 43.81
The increase in the net asset value reflects the weakening of the South African rand against the euro, offset by a decrease in the net asset value in euro terms.
Date: 26/07/2017 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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