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Termination of the depositary receipt programme - results of resolution and finalisation announcement
Compagnie Financiere Richemont SA
(Incorporated in Switzerland)
(Registration number CHE-106.325.524)
("CFR" or "the Company")
Depositary Receipts issued by Richemont Securities SA
Share code: CFR
ISIN: CH0045159024
Depositary Receipt Code: CFR
TERMINATION OF THE DEPOSITARY RECEIPT PROGRAMME | RESULTS OF RESOLUTION AND
FINALISATION ANNOUNCEMENT
Terms defined in the circular distributed by the Company to Depositary Receipt Holders on 17 March 2023 ("Circular")
have been used in this announcement.
1. INTRODUCTION
Depositary Receipt Holders are referred to the announcement released on SENS on 17 March 2023 in which they
were advised, inter alia, of CFR’s intention to terminate its South African Depositary Receipt programme and to list its
A Shares and A Warrants on the JSE as a secondary inward listing, in addition to their existing listing on the SIX Swiss
Exchange. Depositary Receipt Holders were also referred to the Circular incorporating a Form of Proxy, distributed to
Depositary Receipt Holders on 17 March 2023, in which a resolution to approve and implement the Proposed
Transaction was proposed.
2. RESULTS OF THE RESOLUTION AND SARB APPROVAL
CFR is pleased to announce that, following completion of the counting of votes cast by way of proxy, the resolution to
approve and implement the Proposed Transaction has been passed by the requisite majority of votes of Depositary
Receipt Holders.
CFR further announces that it has obtained the required approval of the Proposed Transaction from SARB and
confirmation from SARB that the secondary inward listed A Shares and A Warrants on the JSE will be classified as
domestic assets in South Africa.
Given the aforementioned approval of the Resolution and the approval and confirmation by SARB, the Proposed
Transaction has become unconditional.
3. CONSEQUENCES OF THE PROPOSED TRANSACTION
The implementation of the Proposed Transaction will have no impact on the nature of the Company’s business, its
operations or sector classification. The termination of the JSE secondary listing of the Depositary Receipts and the A
Warrant Receipts, and the corresponding JSE secondary listing of the A Shares and the A Warrants, constitute a
continuation of the Company’s existing JSE secondary listing.
The Depositary Receipt Holders and A Warrant Receipt Holders will be in substantially the same economic position
after implementation of the Proposed Transaction, taking into account the value of their Depositary Receipts and A
Warrant Receipts prior to the implementation of the Proposed Transaction and the value of their Relevant A Shares
and Relevant A Warrants together with the cash payment for any fractional entitlements, after implementation of the
Proposed Transaction.
4. IMPLEMENTATION OF THE PROPOSED TRANSACTION
The Proposed Transaction will be implemented in accordance with its terms and the following remaining salient
dates and times.
2023
Last day to trade in Depositary Receipts and A Warrant Receipts in order for Depositary
Receipt Holders and A Warrant Receipt Holders to be recorded in the Register on the Tuesday, 18 April
Transaction Record Date
A Shares and A Warrants listed on the JSE with share codes CFR and CFRW respectively
and ISINs CH0210483332 and CH0559601544 respectively, with effect from the Wednesday, 19 April
commencement of trading on
Depositary Receipts and A Warrant Receipts suspended from trading on the JSE with effect Wednesday, 19 April
from the commencement of trading on
Announcement of cash payments in respect of fractional entitlements to Relevant A Shares Thursday, 20 April
and Relevant A Warrants released on SENS by not later than 11h00 on
Transaction Record Date on which Depositary Receipt Holders and A Warrant Receipt Holders Friday, 21 April
must be recorded in the Register in order to participate in the Proposed Transaction
Implementation of the Proposed Transaction, payment of fractional entitlements and automatic Monday, 24 April
cancellation of Depositary Receipts and A Warrant Receipts
Termination of Depositary Receipt and A Warrant Receipt listings on the JSE Tuesday, 25 April
1. All dates and times indicated above are South African standard dates and times.
2. No cross border trading of relevant securities between the JSE and the SIX Swiss Exchange will be allowed between the
Transaction LDT and the Transaction Record Date.
3. No re-materialisation or Dematerialisation of Depositary Receipts or A Warrant Receipts may be effected after Tuesday,
18 April 2023.
4. The Company will retain its JSE-related statistical and trading history, following implementation of the Proposed
Transaction.
5. The A Shares will be listed on the JSE with share code CFR, ISIN CH0210483332, long name Compagnie Fin
Richemont and short name Richemont.
6. The A Warrants will be listed on the JSE with share code CFRW, ISIN CH0559601544, long name Compagnie Fin
Richemont Opt and short name Richemont Opt.
5. NOTICE OF TERMINATION OF THE A WARRANT RECEIPTS
In accordance with conditions 7 and 10 of the terms and conditions applicable to the A Warrant Receipts, holders
of A Warrant Receipts are hereby notified that a "Termination of the DR Programme" shall occur pursuant to the
implementation of the Proposed Transaction. The terms and conditions of the A Warrants Receipts are
automatically amended to reflect the amendments made to the Deposit Agreement. Accordingly, the A Warrant
Receipts will be terminated, effective upon implementation of the Proposed Transaction, and holders of A Warrant
Receipts will receive one A Warrant for each 10 A Warrant Receipt held and/or a cash payment in respect of any
fractional entitlement, in each case in terms of the provisions of the Circular, to which holders of A Warrant Receipts
are referred. Investors who hold A Warrants through CSDPs will be allowed to exercise their A Warrants in ZAR.
The Company will provide further information closer to the exercise period regarding actions that such holders
should take in order to exercise their A Warrants.
By order of the Board
Switzerland
4 April 2023
Financial Advisor and Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys: Cliffe Dekker Hofmeyr Inc.
Date: 04-04-2023 05:37:00
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