Wrap Text
Intention to improve liquidity in the market for the Company's ordinary shares - listed on Luxembourg Stock Exchange
Reinet Investments S.C.A.
Depositary Receipts issued by Reinet Securities SA
(Incorporated in Switzerland)
ISIN: CH0045793657
Depositary Receipt Code: REI
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT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
COMPANY ANNOUNCEMENT FOR IMMEDIATE RELEASE
Reinet Investments S.C.A. (the "Company") announces its intention to undertake certain steps with a view to improving liquidity in the market for the Company's ordinary shares (the "Reinet Luxembourg Shares") currently listed and traded on the Luxembourg Stock Exchange.
Key elements of the proposals
Following a review of the way in which Reinet Luxembourg Shares are held and traded, the board of directors of Reinet Investments Manager S.A. (the "Board") has resolved to:
* Apply for a listing for the Reinet Luxembourg Shares on Euronext Amsterdam, in addition to the Company's listing of the Reinet Luxembourg Shares on the Luxembourg Stock Exchange.
* Deliver Reinet Luxembourg Shares to holders of depository receipts and cancel the Company's depository receipt programme in South Africa. The depository receipts issued by Reinet Securities SA in respect of Reinet Luxembourg Shares will be replaced by Reinet Luxembourg Shares and holders of depository receipts will thereafter hold Reinet Luxembourg Shares directly. The Reinet Luxembourg Shares will then be listed on the Johannesburg Stock Exchange (the "JSE").
* Put in place a simplified structure to facilitate cross-border trading in Reinet Luxembourg Shares between investors on the Luxembourg Stock Exchange, Euronext Amsterdam and the JSE.
Subject to obtaining the necessary approvals, it is envisaged that these proposals will be implemented in stages. Please see the Appendix to this announcement for further details on the expected timetable.
Comment from the Chief Executive Officer of Reinet Investments Manager S.A.
Commenting on the proposals, Mr. Wilhelm van Zyl said:
"We have reviewed several options for enhancing the tradability of the Company's shares, including improving the efficiency of the cross-border transfer process. The principal trading market for the Company's shares is currently the Luxembourg Stock Exchange, which is less liquid than other major European exchanges. Investors have faced difficulty when trading in their shares, especially in large blocks. Although depository receipts may currently be converted into Reinet Luxembourg Shares and vice versa, subject to the applicable exchange control regulations, it was felt that the level of administrative intervention in the conversion process limited market depth and liquidity between the Johannesburg and Luxembourg exchanges.
The proposals we are announcing today will grant our investors access to another market, Euronext Amsterdam, attracting a diverse and international investor base. The proposals will also provide for the delivery of Reinet Luxembourg Shares to depository receipt holders and cancellation of the depository receipt programme. This will permit the Company's shares to be moved seamlessly between the clearing and settlement systems for the Dutch, Luxembourg and South African stock exchanges (Euroclear, Clearstream and Strate)."
Benefits of the proposals
At present, significant trading in the Company's securities takes place on the JSE. However, trading between the Company's investors in Europe and South Africa is limited, which in turn restricts liquidity in Europe. The Board considers that the Company's exchange traded valuation suffers as a result of this illiquidity, to the disadvantage of the Company's investors.
The Board considers that, if implemented, these proposals will provide greater flexibility for investors, facilitate easier trading of securities in the Company for all investors and improve liquidity in the market of the Company's securities.
Achievement of these goals will only be possible if investors in South Africa and Europe are able to trade across markets in an efficient way in the same instrument, which requires the cancellation of the Company's depository receipt programme.
The main features of the proposals are that the Reinet Luxembourg Shares which are to be listed on the JSE will be the same shares that are listed on the Luxembourg Stock Exchange and Euronext Amsterdam and will carry the same rights.
Impact of the proposals
Subject to obtaining the necessary approvals from Euronext Amsterdam, the Reinet Luxembourg Shares will also be listed on Euronext Amsterdam. Further details in respect of the Euronext Amsterdam listing will be announced in due course.
Subject to obtaining the necessary approvals from investors holding depository receipts, the Company's depository receipt programme will be cancelled. Currently, depository receipts trade in the ratio of ten depository receipts to one Reinet Luxembourg Share. For every ten depository receipts held at the time when the depository receipt programme is cancelled, investors will receive one Reinet Luxembourg Share which will, subject to JSE approval, be listed on the JSE. Further details in respect of the cancellation of the Company's depository receipt programme will be announced in due course, including the treatment of fractional entitlements.
Reinet Securities SA, which administers the Company's depository receipt programme, obtained a binding class ruling from the South African Revenue Service (the "SARS Ruling") confirming that the South African Revenue Service will regard the exchange of the Company's depository receipts for Reinet Luxembourg Shares as neither a disposal of the depository receipts nor an acquisition of the Reinet Luxembourg Shares. Accordingly, it is envisaged that the cancellation of the depository receipts will be tax neutral for South African resident investors, except where fractional entitlements are exchanged for cash.
A copy of the SARS Ruling will be made available on the Company's website in due course. Following the publication of further details in relation to the cancellation of the depository receipt programme, investors who are in any doubt as to their tax position (for example, holders of depository receipts who are resident outside South Africa) should contact a professional adviser.
After implementation of the cross-border trading arrangements, investors will be able to trade their Reinet Luxembourg Shares on the Luxembourg Stock Exchange, Euronext Amsterdam or the JSE, via their usual bank or broker. For South African investors, foreign exchange regulations will apply as relevant for each investor. Further details in respect of the future cross-border trading arrangements will be announced in due course.
There is no need for holders of Reinet Luxembourg Shares or holders of depository receipts to do anything at this time.
Further information
Expected timetable of key dates for the Euronext Amsterdam listing, the cancellation of the Company's depository receipt programme and the listing of Reinet Luxembourg Shares on the JSE can be found at the Appendix to this announcement. The information contained in this announcement is inside information for the purposes of EU Regulation 596/2014. If you have any queries on this announcement, please contact Swen Grundmann, Company Secretary at Reinet Investments S.C.A. at swen.grundmann@reinet.com (responsible for arranging the release of this announcement).
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)
2 OCTOBER 2017
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'.
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.
APPENDIX
EXPECTED TIMETABLE OF KEY DATES
Please note that the dates set out in the tables below are indicative and subject to change.
+-----------------------------------------------------+----------------+
|Step/Event | Expected date|
+-----------------------------------------------------+----------------+
|Distribution of circular to holders |23 October 2017 |
|of depository receipts, in relation | |
|to the cancellation of | |
|the depository receipt programme | |
+-----------------------------------------------------+----------------+
|Summary prospectus made available on |7 November 2017 |
|the Company’s website for the purposes | |
|of the listing on Euronext Amsterdam | |
+-----------------------------------------------------+----------------+
|Admission to listing of Reinet |14 November 2017|
|Luxembourg Shares on Euronext Amsterdam | |
+-----------------------------------------------------+----------------+
|Last day for holders of depository |21 November 2017|
|receipts to exchange depository receipts | |
|for Reinet Luxembourg Shares (or vice | |
|versa) under the current cross-market process | |
+-----------------------------------------------------+----------------+
|Last day to trade in order for holders of depository |28 November 2017|
|receipts to be recorded on | |
|the Reinet depository receipt register | |
+-----------------------------------------------------+----------------+
|Reinet depository receipts no longer traded |29 November 2017|
|on the JSE trading system | |
+-----------------------------------------------------+----------------+
|Admission to listing of Reinet |29 November 2017|
|Luxembourg Shares on the JSE | |
+-----------------------------------------------------+----------------+
|Cross-border trading arrangements |29 November 2017|
|between Luxembourg Stock Exchange, Euronext Amsterdam| |
|and the JSE come into effect and are | |
|made available to shareholders and their brokers | |
+-----------------------------------------------------+----------------+
Date: 02/10/2017 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
