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COMPAGNIE FINANCIERE RICHEMONT SA - Richemont Securities SA - equity-based shareholder loyalty scheme

Release Date: 07/08/2020 07:32
Code(s): CFR     PDF:  
Wrap Text
Richemont Securities SA - equity-based shareholder loyalty scheme

Compagnie Financière Richemont SA 
Depositary Receipts issued by Richemont Securities SA ("Richemont Securities" or the "Company") 
(Incorporated in Switzerland) 
ISIN: CH0045159024 
Depositary Receipt Code: CFR


RICHEMONT SECURITIES SA | EQUITY-BASED SHAREHOLDER LOYALTY SCHEME


1. Introduction

Holders of Richemont Securities depositary receipts ("DRs") ("DR Holders") are referred to the announcement released on the Stock Exchange News Service on 15 May 2020 wherein Richemont Securities advised DR Holders that the board of directors of Compagnie Financière Richemont SA, Switzerland ("Richemont" or "CFR") (the" Board") has recommended a total dividend of CHF 1.0000 per Richemont A share from income reserves. It is anticipated that this dividend will be approved by shareholders of Richemont at the annual general meeting to be held on Wednesday, 9 September 2020 in Geneva ("CFR AGM"). As DR's trade in the ratio of 10 DRs to each Richemont A share, the gross dividend entitlement per DR is CHF 0.1000.

Following a review of practical, legal and fiscal considerations, Richemont is pleased to announce that it will issue tradable warrants to its shareholders. Richemont will issue A warrants to Richemont A shareholders ("A Warrants"), B warrants to Richemont B shareholders ("B Warrants") collectively the "Warrants" and the Company will issue A warrant receipts to DR Holders ("A Warrant Receipts").  Richemont shareholders and DR Holders will be able to either to trade the A Warrants or A Warrant Receipts or, subject to the terms and conditions of the A Warrants and A Warrant Receipts, acquire new Richemont A shares or DRs respectively in three years at a potentially beneficial exercise price. The exercise price of the A Warrants and A Warrant Receipts ("Exercise Price") will be set on the basis of the volume-weighted average market price of the Richemont A shares and DRs respectively prior to the CFR AGM, thereby allowing those Richemont shareholders and DR Holders who hold the A Warrants and A Warrant Receipts until maturity to benefit from any potential upside in the market price of the Richemont A shares and DRs during the lifetime of the Warrants. DR Holders will receive two A Warrant Receipts for every DR held.

Under the deposit agreement entered into on 18 December 1992, most recently amended on 26 March 2014 ("Deposit Agreement"), Richemont will deposit A Warrants attributable to the DR Holders with Richemont Securities ("Depositary") which will in turn issue back-to-back A Warrant Receipts to DR Holders, which will represent the underlying A Warrants issued by Richemont.

Commenting on the shareholder loyalty scheme, Johann Rupert, Chairman of Richemont, said:

"We are currently facing an unprecedented global health crisis. Predicting the likely scope and timing of a recovery in demand remains difficult, if not impossible. A surge in Covid-19 cases has forced countries to reverse reopenings and to reimpose restrictions. Therefore, amid the unprecedented effects of the Covid-19 pandemic and the uncertainty surrounding broader economic conditions, the Board of Directors has decided that it is appropriate to retain an extra liquidity buffer with a reduced dividend level while awarding shareholders a supplementary benefit that will allow them to capture any ultimate improvement in global conditions. Due to the prevailing uncertainty, we have decided to set the maturity of the warrants at three years, to capture the potential future upside in the market price of Richemont shares, once all the challenges of the Covid-19 pandemic will have hopefully been overcome."


2. Conditional share capital increase

In connection with the issuance of the Warrants, Richemont shareholders will be asked at the CFR AGM to approve the creation of conditional capital through the inclusion of a new provision in the articles of association authorising the issuance of a corresponding number of new Richemont A shares and Richemont B shares upon exercise of the Warrants.


3. Supplementary information memorandum

Information on the loyalty scheme, the rationale for the creation of the proposed conditional share capital and the proposed amendment of the articles of association can be found in the information memorandum ("IM") for Richemont A shareholders and supplementary information memorandum ("SIM") for DR Holders, both of which will be published on the Company's website (https://www.richemont.com/media-cfr/company-announcements.html?view=article&id=806) on 7 August 2020, posted to DR Holders on 12 August 2020 and referenced in the invitation to the CFR AGM. 

4. Important dates and times
+-----------------------------------------------+-----------------------+
|                                               |                   2020|
+-----------------------------------------------+-----------------------+
|Publication of the SIM and                     |       Friday, 7 August|
|IM on the relevant websites                    |                       |
+-----------------------------------------------+-----------------------+
|SIM and IM distributed to DR Holders           |   Wednesday, 12 August|
|in South Africa in printed form                |                       |
+-----------------------------------------------+-----------------------+
|Last day for the receipt by                    |      Monday, 31 August|
|the Depositary or Depositary Agent             |                       |
|of the proxy voting instruction forms          |                       |
|for the CFR AGM by 17:00 on                    |                       |
+-----------------------------------------------+-----------------------+
|End of period to calculate the Exercise Price  |    Monday, 7 September|
+-----------------------------------------------+-----------------------+
|CFR AGM at 10:00 on                            | Wednesday, 9 September|
+-----------------------------------------------+-----------------------+
|Results of CFR AGM and                         | Wednesday, 9 September|
|finalisation announced on SENS as              |                       |
|soon as reasonably possible after              |                       |
|conclusion of the CFR AGM                      |                       |
+-----------------------------------------------+-----------------------+
|Last day to trade in the DRs in order to be    |  Tuesday, 15 September|
|eligible to receive the cash dividend          |                       |
|and the A Warrant Receipts                     |                       |
+-----------------------------------------------+-----------------------+
|DRs trade 'ex'-the entitlement                 |Wednesday, 16 September|
|to receive the cash dividend and               |                       |
|entitlement to A Warrant Receipts              |                       |
+-----------------------------------------------+-----------------------+
|Record date for the cash dividend for          |   Friday, 18 September|
|DR Holders and A Warrant Receipts              |                       |
+-----------------------------------------------+-----------------------+
|Commence trading in entitlements to            |   Friday, 18 September|
|A Warrant Receipts (Note 1)                    |                       |
+-----------------------------------------------+-----------------------+
|Issuance Date of the A                         |Wednesday, 23 September|
|Warrant Receipts on the JSE                    |                       |
+-----------------------------------------------+-----------------------+
|Payment date for the cash                      |Wednesday, 23 September|
|dividend for DR Holders and first settlement   |                       |
|date for A Warrant Receipts (Note 5)           |                       |
+-----------------------------------------------+-----------------------+
|                                               |    Proposed dates 2023|
+-----------------------------------------------+-----------------------+
|Expected last day to trade                     | Wednesday, 6 September|
|in the A Warrant Receipts                      |                       |
+-----------------------------------------------+-----------------------+
|Expected Date on which A Warrant               |  Thursday, 7 September|
|Receipts will be suspended from trading on the |                       |
|JSE, with effect from commencement of business |                       |
+-----------------------------------------------+-----------------------+
|Expected start of the Exercise Period for      |    Friday, 8 September|
|A Warrant Receipts at 09:00 on                 |                       |
+-----------------------------------------------+-----------------------+
|Expected Record Date for the                   |   Monday, 11 September|
|exercise of A Warrant Receipts                 |                       |
+-----------------------------------------------+-----------------------+
|Expected end of the Exercise Period for        |  Tuesday, 12 September|
|A Warrant Receipts at 12:00 on                 |                       |
+-----------------------------------------------+-----------------------+
|Expected payment deadline to                   | Thursday, 14 September|
|pay the Exercise Price                         |                       |
+-----------------------------------------------+-----------------------+
|Expected date on which the new DRs will        |  Tuesday, 19 September|
|be issued against payment of the Exercise Price|                       |
+-----------------------------------------------+-----------------------+
|Expected date on which the listing             |Wednesday, 20 September|
|of the A Warrant Receipts on                   |                       |
|the JSE will be terminated, with               |                       |
|effect from commencement of business           |                       |
+-----------------------------------------------+-----------------------+

Notes:
1. Trading in the entitlements to the A Warrant Receipts will only be permitted to commence 3 Business Days prior to the settlement of the A Warrant Receipts. Trading in entitlements to the A Warrant Receipts on the JSE will therefore be suspended on Wednesday, 16 September 2020 and Thursday, 17 September 2020 and will commence on Friday, 18 September 2020. 
2. The issuance of the A Warrant Receipts on the JSE on 23 September 2020 will not give rise to any fractions.
3. The A Warrant Receipt register will be closed for all cross-register movements 7 Business Days before the commencement of the Exercise Period. During that period, A Warrants will not be capable of transfer from the SIX Swiss Exchange to be traded as the equivalent number of A Warrant Receipts on the JSE and vice versa. 
4. All times shown in this announcement are expressed as CEST, unless otherwise stated. 
5. These dates and times are subject to change. Any material change will be released on SENS. Detailed dates and times relating inter alia, to the listing of the A Warrant Receipts and settlement of new DRs upon the exercise of A Warrant Receipts will be announced in due course. 
6. Certificated DR Holders are advised to dematerialise their DRs as soon as possible in order to facilitate the issue of dematerialised A Warrant Receipts. DR Holders are advised that there may be no dematerialisation or rematerialisation of their DRs between Wednesday, 16 September 2020 and Friday, 18 September 2020, both days inclusive.
7. The JSE code for the A Warrant Receipts is CFRO and the ISIN is CH0562931086.
8. Capitalised terms not defined herein have the meaning ascribed to them in the SIM.


5. Information for DR Holders in territories other than South Africa

The distribution, in terms of the Equity-Based Loyalty Scheme, of A Warrant Receipts to DR Holders who are not resident in South Africa may be affected by the laws of such DR Holders' relevant jurisdictions. This includes, amongst others, Switzerland, European Union and United Kingdom, Canada, United States of America, Australia, Hong Kong SAR, China and Japan. 

Those non-resident South African DR Holders should consult their professional advisors as to whether they require any governmental, regulatory or other consents or need to observe any formalities to enable them to participate. Further information is provided in the SIM.


6. Disclaimer

Subject to certain limited exceptions, neither this communication nor any part of it is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"). The information in this communication does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities of Richemont in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.

This announcement is not, and under no circumstances is to be construed as, an advertisement or a public offering of the securities referred to in this document in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of the securities described and any representation to the contrary is an offence.


7 August 2020

Financial advisor and sponsor to Richemont Securities
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal advisor to Richemont Securities
Cliffe Dekker Hofmeyr

Date: 07-08-2020 07:32:00
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.

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