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

Release Date: 16/10/2020 07:35
Code(s): CFR     PDF:  
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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 9 September 2020 wherein Richemont Securities advised DR Holders that the board of directors of Compagnie Financiere Richemont SA, Switzerland ("Richemont" or "CFR") had taken the decision to temporarily postpone the issuance of warrants under the proposed shareholder loyalty scheme.

Following a review of the Company's DR program in South Africa and the implications on cross-border trading, Richemont is pleased to announce that it will proceed with the shareholder loyalty scheme and issue tradable warrants to its shareholders.


2. Conditional share capital increase

In connection with the issuance of the warrants, Richemont shareholders will be asked at an extraordinary general meeting, to be held at the registered office of Richemont in Geneva, Switzerland at 10:00am on Tuesday, 17 November 2020 ("CFR EGM") 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

Updated information on the shareholder 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 revised information memorandum ("IM") for Richemont A shareholders and revised supplementary information memorandum ("SIM") for DR Holders, both of which will be published on Richemont's website (https://www.richemont.com/media-cfr/company-announcements.html?view=article&id=806) on 19 October 2020, distributed to DR Holders on the same day and referenced in the Notice of the CFR EGM.


4. Important dates and times
+-----------------------------------------------+-----------------------+
|                                               |                   2020|
+-----------------------------------------------+-----------------------+
|Publication of the Notice                      |     Monday, 19 October|
|of the CFR EGM on SENS                         |                       |
+-----------------------------------------------+-----------------------+
|Publication of the SIM                         |     Monday, 19 October|
|and IM on the relevant websites                |                       |
+-----------------------------------------------+-----------------------+
|Distribution of the SIM                        |     Monday, 19 October|
|and IM to DR Holders in South Africa           |                       |
|in printed and where applicable,               |                       |
|in electronic form                             |                       |
+-----------------------------------------------+-----------------------+
|Distribution of the Notice of the CFR EGM      |     Monday, 19 October|
|and proxy voting form by Richemont Securities  |                       |
|to DR Holders in South Africa                  |                       |
|in printed and where applicable,               |                       |
|in electronic form                             |                       |
+-----------------------------------------------+-----------------------+
|Record Date for DR Holders                     |     Monday, 9 November|
|to issue voting instructions                   |                       |
|to the Depositary via the Depositary Agent     |                       |
|in relation to the CFR EGM                     |                       |
+-----------------------------------------------+-----------------------+
|End of period to calculate the exercise price  |    Friday, 13 November|
|of the A Warrants and A Warrant Receipts       |                       |
+-----------------------------------------------+-----------------------+
|CFR EGM to be held at 10:00 on                 |   Tuesday, 17 November|
+-----------------------------------------------+-----------------------+
|Results of the CFR EGM announced on SENS       |   Tuesday, 17 November|
|as soon as reasonably possible                 |                       |
|after conclusion of the CFR EGM                |                       |
+-----------------------------------------------+-----------------------+
|Last day of trading                            |   Tuesday, 24 November|
|of the DRs cum A Warrant Receipts on JSE       |                       |
+-----------------------------------------------+-----------------------+
|DRs trade ex the entitlement on JSE            | Wednesday, 25 November|
|(eligible to receive the A Warrant Receipt)    |                       |
+-----------------------------------------------+-----------------------+
|Record Date for distribution                   |    Friday, 27 November|
|of A Warrant Receipts and first trading date   |                       |
|in entitlements in respect                     |                       |
|of the A Warrant Receipts on JSE (see note 1)  |                       |
+-----------------------------------------------+-----------------------+
|First settlement of the A Warrant Receipts     |  Wednesday, 2 December|
|on the JSE                                     |                       |
+-----------------------------------------------+-----------------------+
|Issuance of A Warrant Receipts                 |  Wednesday, 2 December|
+-----------------------------------------------+-----------------------+
|                                               |                   2023|
+-----------------------------------------------+-----------------------+
|A Warrant Receipt register closed              |  Wednesday, 8 November|
|for all cross-register movements               |                       |
+-----------------------------------------------+-----------------------+
|Expected last day to trade                     | Wednesday, 15 November|
|in the A Warrant Receipts                      |                       |
+-----------------------------------------------+-----------------------+
|Expected date on which A Warrant Receipts      |  Thursday, 16 November|
|will be suspended from trading on the JSE,     |                       |
|with effect from commencement of business      |                       |
+-----------------------------------------------+-----------------------+
|Expected start of the Exercise Period          |    Friday, 17 November|
|for A Warrant Receipts at 09:00 SAST on        |                       |
+-----------------------------------------------+-----------------------+
|Expected Record Date                           |    Monday, 20 November|
|for the exercise of A Warrant Receipts         |                       |
+-----------------------------------------------+-----------------------+
|Expected end of the Exercise Period            |   Tuesday, 21 November|
|for A Warrant Receipts at 12:00 noon SAST on   |                       |
+-----------------------------------------------+-----------------------+
|Expected payment deadline                      | Wednesday, 22 November|
|to pay the Exercise Price                      |                       |
|of A Warrant Receipts                          |                       |
+-----------------------------------------------+-----------------------+
|Expected date on which the New DRs             |    Friday, 24 November|
|will be issued against payment                 |                       |
|of the Exercise Price                          |                       |
+-----------------------------------------------+-----------------------+
|Expected first trading day of the New DRs      |   Tuesday, 28 November|
+-----------------------------------------------+-----------------------+
|Expected date on which the listing             | Wednesday, 29 November|
|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, 25 November 2020 and Thursday, 26 November 2020, and will commence on Friday, 27 November 2020.
2. The issuance of the A Warrant Receipts on the JSE on 2 December 2020 will not give rise to any fractions of the A Warrant Receipts.
3. 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, 25 November 2020 and Friday, 27 November 2020, both days inclusive.
4. The A Warrant Receipt register is expected to be closed for all cross-register movements as from 8 November 2023 until the Expiry Date. During that period, A Warrants traded on SIX Swiss Exchange will not be capable of exchange against A Warrant Receipts traded on the JSE and vice versa.
5. The JSE code for the A Warrant Receipts is CFRO and the ISIN is CH0562931086.
6. The above dates and times are subject to change. Any material change will be released on SENS. Detailed dates and times relating inter alia, to the settlement of New DRs upon the exercise of A Warrant Receipts will be announced in due course.
7. 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 shareholder 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.


16 October 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: 16-10-2020 07:35:00
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