Annual Report • May 27, 2024
Annual Report
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Annual Report at 31 March 2024
| 1 | Highlights |
|---|---|
| 2 | Performance |
| 4 | Management report |
| 4 | Chairman's commentary |
| 6 | Business overview |
| 29 | Corporate governance |
| 37 | Sustainability report |
| 43 | Report of the Board of Overseers |
| 44 | Financial statements |
| 45 | Consolidated financial statements |
| 45 | Consolidated balance sheet |
| 46 | Consolidated statement of comprehensive income |
| 47 | Consolidated statement of changes in equity |
| 48 | Consolidated cash flow statement |
| 49 | Notes to the consolidated financial statements |
| 72 | Audit report |
| 75 | Company financial statements |
| 75 | Balance sheet |
| 76 | Profit and loss account |
| 77 | Notes to the financial statements |
| 81 | Proposed appropriation of retained earnings |
| 82 | Audit report |
| 84 | Notice of annual general meeting |
| 87 | Exchange rates and share information |
| 88 | Statutory information |
Cautionary statement regarding forward-looking statements
This document contains forward-looking statements which reflect the current views and beliefs of Reinet Investments S.C.A. (the 'Company'), as well as assumptions made by the Company and information currently available. 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 (as defined in the footnote on page 1) control. The Company does not undertake to update, nor does it have any obligation to provide updates or to revise, any forward-looking statements. Certain information included in the Management Report is text attributed to the management of investee entities. While no facts have come to our attention that lead us to conclude that any such information is inaccurate, we have not independently verified such information and do not assume any responsibility for the accuracy or completeness of such information.
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, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a 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'.
The net asset value ('NAV') comprises total assets less total liabilities, and equates to total equity under International Financial Reporting Standards. The increase in the NAV of € 464 million during the year reflects increases in the estimated fair value and gains realised on certain investments including Pension Insurance Corporation Group Limited ('Pension Corporation'), other listed investments, Trilantic Capital Partners, TruArc Partners and NanoDimension funds together with dividends received from British American Tobacco p.l.c. ('BAT') and Pension Corporation. Offsetting these increases are decreases in the estimated fair value of certain investments including BAT, Prescient China funds and Milestone China Opportunities fund together with the dividend paid by the Company and expenses in respect of management and performance fees. Details of the Company's NAV and details of movements in key investments can be found on pages 6 and 7 of this report.
Reinet records its assets and liabilities in euro; the strengthening of sterling and the US dollar against the euro has resulted in an overall increase in the value of certain assets and liabilities in euro terms. Applying current year-end exchange rates to the March 2023 assets and liabilities would have resulted in an increase in the March 2023 NAV of some € 129 million.
As at 31 March 2024, there was no share buyback programme in progress.
The Company repurchased 14 151 395 ordinary shares between November 2018 and May 2022 under five share buyback programmes. The cost of the ordinary shares repurchased amounted to € 222 million, plus transaction costs.
Details of each completed share buyback programme to date can be found in note 8 to the consolidated financial statements.
All ordinary shares repurchased are held as treasury shares.
The NAV per share of the Company is calculated by dividing the NAV by the number of shares outstanding (excluding treasury shares) of 181 790 891 (31 March 2023: 181 790 891).
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Shares in issue | 195 942 286 | 195 942 286 |
| Treasury shares | (14 151 395) | (14 151 395) |
| Net shares | 181 790 891 | 181 790 891 |
| € m | € m | |
| NAV (see page 6) | 6 184 | 5 720 |
| € per share | € per share | |
| NAV per share | 34.02 | 31.46 |
The Company's indicative share price as quoted on the Luxembourg Stock Exchange increased by 18.1 per cent in the year from € 18.80 at 31 March 2023 to € 22.20 at 31 March 2024, with the highest trade being at € 23.00 during the year. The total shareholder return since inception (taking into account the initial price of € 7.1945 and including dividends paid) is 8.3 per cent per annum. The growth in NAV, including dividends paid, reflects an 8.8 per cent compounded increase since March 2009. The Company's ordinary shares are listed on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a secondary listing.
Share prices as at 31 March 2024 and 31 March 2023 were as follows:
| 31 March 2024 | 31 March 2023 | |||
|---|---|---|---|---|
| ZAR | EUR | ZAR | EUR | |
| Luxembourg | – | 22.20 | – | 18.80 |
| Amsterdam | – | 22.20 | – | 19.00 |
| Johannesburg | 458.23 | – | 365.06 | – |
REINET INVESTMENTS S.C.A.
The Company paid a dividend of € 0.30 per share in September 2023 (September 2022: € 0.28 per share). A dividend of € 0.35 per share is proposed for the current financial year, subject to approval by shareholders at the annual general meeting in August 2024.
During the year, global markets continued to be impacted by the effects of the Ukraine crisis, turmoil in the Middle East, high interest rates and inflation. Whilst inflation has started to fall, high prices continue to put significant pressure on households and consumers as many central banks hold interest rates at current levels to mitigate the inflation concerns. The extent and impact of these factors remain uncertain.
Reinet has no direct exposure to Russia, Ukraine or the Middle East through its underlying investments or banking relationships and has not experienced any significant direct impacts in respect of interest rate fluctuations or inflation. Reinet has various banking relationships with highly rated institutions, and a well-diversified approach to cash and liquidity management.
Reinet continues to value its investments in line with the International Private Equity and Venture Capital Valuation ('IPEV') guidelines and its approved valuation procedures and methodologies. All investment valuations have been prepared using latest available data, including exchange rates and listed share prices as at 31 March 2024. Discussions have taken place with fund managers and investee companies to determine any significant changes in value and any impacts related to the various geo-political areas of conflict, volatility in stock and currency markets, interest rates, inflation and exposure to certain financial institutions. Future valuations will take into account any new impacts of the above, which could affect the valuation of underlying investments.
Dear Shareholder,
During the past year we have seen interest rates and inflation starting to decline in some major economies with available liquidity from the private and banking sectors for capital investments showing early signs of improvement, however the costs thereof remain high. Reinet's portfolio remains well positioned to manage through these challenges with sufficient liquid resources on hand.
Capital invested during the year amounted to some € 128 million, which was mostly in respect of funds managed by Trilantic Capital Partners, TruArc Partners and Coatue.
Reinet has cash resources of some € 357 million and access to additional funds by way of additional borrowing facilities to meet investment obligations and other opportunities as they arise.
Since its inception in 2008, Reinet has generated an annual return of 8.3 per cent for its investors based on the Reinet share price, with the underlying net asset value reflecting an 8.8 per cent compounded increase since March 2009.
At 31 March 2024, Reinet's net asset value amounted to some € 6.2 billion, an increase of € 464 million or 8.1 per cent from 31 March 2023. The increase reflects the increase in value of Pension Corporation together with the receipt of significant dividends from both Pension Corporation and British American Tobacco, offset primarily by a decrease in the share price of British American Tobacco. The strengthening of sterling against the euro in the year also contributed to the positive results.
Pension Corporation's adjusted own funds increased from £ 5.9 billion to £ 6.3 billion over the last year with new business premiums increasing from £ 4.1 billion to £ 6.9 billion mainly due to the conclusion of the largest ever UK bulk annuity transaction in respect of a buy-in with the Trustees of two schemes sponsored by RSA Group. The board of Pension Corporation proposed an inaugural dividend of 7.5 pence per ordinary share which was paid to shareholders in May 2023. Reinet's share of this dividend amounted to some £ 50 million. In April 2024, the shareholders of Pension Corporation approved a second dividend of 11 pence per ordinary share which was paid to shareholders in May 2024. Reinet's share of this second dividend amounted to some £ 73 million.
The investment in British American Tobacco decreased in value in the year due to its share price decreasing from £ 28.41 at 31 March 2023 to £ 24.06 at 31 March 2024. At the British American Tobacco annual general meeting in April 2024, shareholders approved a dividend increase of 2 per cent to £ 2.36 per share. British American Tobacco continues to follow its strategic path to 'A Better Tomorrow' which means it is committed to building a smokeless world by migrating its cigarette consumers actively, sustainably and responsibly to reduced risk, smokeless alternatives. Its board and leadership team remain focused on securing long-term, sustainable value creation and have set a target of 50 per cent of revenue from 'non-combustibles' by 2035.
TruArc continues to pursue new opportunities and in early 2024 launched the TruArc Structured Opportunities Fund, a fund seeking to deliver flexible capital to middle market entities in North America, also predominantly in the Speciality Manufacturing and Business Services sectors, by investing across the capitalisation from structured debt to non-control equity. Reinet committed some € 17 million to TruArc Structured Opportunities Fund as part of the first close and expects to commit further amounts at subsequent closings. Reinet's total outstanding commitment to TruArc managed funds now stands at € 122 million, with some € 330 million invested to date.
In 2009, Reinet announced its decision to invest in the private equity management business formerly owned by Lehman Brothers, the business was subsequently renamed Trilantic Capital Partners. As Reinet's first private equity fund investment, uninvested limited partner commitments were taken over in respect of Trilantic Capital Partners' Fund IV North America and Fund IV Europe. 15 years later, practically all underlying investments in these two funds have been realised. Over the years, Reinet has invested in a total of six funds managed by Trilantic Capital Partners, with € 517 million invested, € 597 million distributed and a remaining carrying value of € 443 million. During the past year, total capital distributions of € 55 million were received and capital contributions of € 23 million paid.
The Coatue Structured Funds continue to focus on privately negotiated structured financing transactions using their sector experience and platform resources to source these proprietary transactions. Coatue seeks to employ a strategy that will opportunistically fund both offensive and defensive transactions, predominantly in the US technology sector. Reinet invested an additional € 20 million during the year, with a total outstanding commitment of € 209 million.
REINET INVESTMENTS S.C.A.
The Board of Directors of Reinet Investments Manager S.A. proposes a dividend of € 0.35 per share, payable in September 2024. This represents a 16.67 per cent increase from last year.
In 2023, the World Health Organisation officially declared the end of the COVID-19 pandemic however, we are faced with the ongoing Ukraine crisis, increasing unrest in the Middle East, heightened global geopolitical tensions, continuing elevated interest rates and stubborn inflation.
We will continue to seek new investment opportunities and partnerships which fulfil our objective of providing long term capital growth and to support our existing portfolio companies to be successful against the global backdrop set out above.
As with all conscientious investors we will need to generate returns for our shareholders from sustainable business practices and try to mitigate the ever-increasing risks posed by global warming. The introduction of the Corporate Sustainability Reporting Directive in the European Union will bring enhanced sustainability reporting requirements over the next few years. As we see in other parts of the world, investors and businesses will need to focus more resources on reducing their impact on the environment while promoting investment in sustainable business practices. Reinet's two largest investments, Pension Corporation and British American Tobacco already have well developed strategies in this regard.
I would like to thank Reinet's Directors, Board of Overseers, management and employees for their commitment to Reinet and to our partners in the investment community for their contribution to Reinet's performance during the year.
Johann Rupert Chairman
Reinet Investments Manager S.A. Luxembourg, 27 May 2024
Reinet Investments S.C.A. (the 'Company') has determined that it meets the definition of an investment entity in terms of International Financial Reporting Standards ('IFRS') 10. The net asset value, the income statement and the cash flow statement included in this business overview have however been presented in a more comprehensive format than required by IFRS in order to provide readers with detailed information relating to the underlying assets and liabilities.
The net asset value ('NAV') at 31 March 2024 and 2023 comprised:
| 31 March 2024 | 31 March 2023 | |||
|---|---|---|---|---|
| € m | % | € m | % | |
| Listed investments | ||||
| British American Tobacco p.l.c. | 1 359 | 22.0 | 1 561 | 27.3 |
| Other listed investments | 93 | 1.5 | 83 | 1.4 |
| Unlisted investments | ||||
| Pension Insurance Corporation Group Limited | 3 436 | 55.6 | 2 787 | 48.7 |
| Private equity and related partnerships | 1 167 | 18.9 | 1 138 | 19.9 |
| Trilantic Capital Partners | 443 | 7.2 | 472 | 8.2 |
| Funds and related general partners | ||||
| TruArc Partners | 372 | 6.0 | 301 | 5.3 |
| Funds, co-investment opportunities and management company | ||||
| Coatue funds | 73 | 1.2 | 50 | 0.9 |
| Asian private equity companies and portfolio funds | 171 | 2.8 | 219 | 3.8 |
| Milestone China Opportunities fund | 13 | 44 | ||
| Prescient China funds and management company | 124 | 143 | ||
| Asia Partners funds | 34 | 32 | ||
| Specialised investment funds | 108 | 1.7 | 96 | 1.7 |
| NanoDimension funds and co-investment opportunities | 107 | 94 | ||
| Other fund investments | 1 | 2 | ||
| United States land development and mortgages | 21 | 0.3 | 26 | 0.5 |
| Other investments | 75 | 1.2 | 58 | 1.0 |
| Total investments | 6 151 | 99.5 | 5 653 | 98.8 |
| Cash and liquid funds | 357 | 5.7 | 288 | 5.1 |
| Bank borrowings | (229) | (3.7) | (217) | (3.8) |
| Other liabilities | ||||
| Minority interest, fees payable and other liabilities, net of other assets | (95) | (1.5) | (4) | (0.1) |
| Net asset value | 6 184 | 100.0 | 5 720 | 100.0 |
All investments are held, either directly or indirectly, by Reinet Fund S.C.A., F.I.S. ('Reinet Fund'). The Company and Reinet Fund together with Reinet Fund's subsidiaries are referred to as 'Reinet'.
| Total realised | |||||||
|---|---|---|---|---|---|---|---|
| Remaining | and | ||||||
| Committed | committed | Invested | Realised | Current fair | unrealised | ||
| amount(1) | amount(1) | amount(2) | amount(2) | value(1) | value(3) | ||
| in millions | in millions | in millions | in millions | in millions | in millions | ||
| Listed investments | |||||||
| British American Tobacco p.l.c. | EUR | – | – | 1 739 | 3 415 | 1 359 | 4 774 |
| GBP | – | – | 1 418 | 2 866 | 1 162 | 4 028 | |
| Other listed investments | EUR | – | – | 127 | 68 | 93 | 161 |
| USD | – | – | 146 | 78 | 100 | 178 | |
| Unlisted investments | |||||||
| Pension Insurance | EUR | – | – | 1 315 | 57 | 3 436 | 3 493 |
| Corporation Group Limited | GBP | – | – | 1 112 | 50 | 2 938 | 2 988 |
| Trilantic Capital Partners | EUR | 596 | 95 | 517 | 597 | 443 | 1 040 |
| Euro investment | EUR | 85 | 19 | 66 | 149 | 44 | 193 |
| US dollar investment(4) | USD | 552 | 82 | 514 | 524 | 431 | 955 |
| TruArc Partners | EUR | 464 | 122 | 330 | 225 | 372 | 597 |
| USD | 500 | 132 | 368 | 253 | 402 | 655 | |
| Coatue funds | EUR | 278 | 209 | 70 | – | 73 | 73 |
| USD | 300 | 225 | 75 | – | 79 | 79 | |
| Asian private equity companies | |||||||
| and portfolio funds | |||||||
| Milestone China Opportunities | |||||||
| funds and management | EUR | – | – | 130 | 164 | 13 | 177 |
| company | USD | – | – | 169 | 185 | 14 | 199 |
| Prescient China funds and | EUR | – | – | 79 | 4 | 124 | 128 |
| management company | USD | – | – | 94 | 4 | 134 | 138 |
| Asia Partners funds | EUR | 67 | 37 | 28 | – | 34 | 34 |
| USD | 73 | 40 | 33 | – | 37 | 37 | |
| Specialised investment funds | |||||||
| NanoDimension funds and | |||||||
| co-investment opportunities | EUR | 173 | 47 | 123 | 62 | 107 | 169 |
| Euro investment | EUR | – | – | 4 | 5 | – | 5 |
| US dollar investment | USD | 187 | 51 | 136 | 68 | 115 | 183 |
| United States land development | EUR | 198 | 5 | 160 | 71 | 21 | 92 |
| and mortgages | USD | 214 | 5 | 209 | 78 | 23 | 101 |
(1) Calculated using year-end foreign exchange rates.
REINET INVESTMENTS S.C.A.
(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 \$ 10 million.
Reinet seeks, through a range of investment structures, to build partnerships with other investors, specialised fund managers and entrepreneurs to find and develop opportunities for long-term value creation for its shareholders.
Since its formation in 2008, Reinet has invested some € 3.7 billion and at 31 March 2024 committed to provide further funding of € 559 million to its current investments. Details of the funding commitments outstanding are given in the table on page 22 of this report. New commitments during the year under review amounted to € 61 million, and a total of € 128 million was funded during the year.

The investment in British American Tobacco p.l.c. ('BAT') remains one of Reinet's largest investments and is kept under constant review, considering the company's performance, the industry outlook, cash flows from dividends, stock market performance, volatility and liquidity.
Luc Jobin, Chairman, and Tadeu Marroco, Chief Executive, writing in the BAT annual report for 2023 commented:
Luc Jobin: 'Our strategy and purpose were discussed extensively during 2023. The result of these discussions was the decision to provide greater clarity on what we mean by 'A Better Tomorrow'. It means we are committed to building a smokeless world. This is a commitment to migrate our cigarette consumers actively, sustainably and responsibly to reduced risk, smokeless alternatives. We believe that growth within the smokeless category will be driven by sustained investment in our brands and targeted innovation to respond to evolving consumer preferences and tastes. While sustained volatility and uncertainty will continue to present challenges, we believe BAT remains well-positioned and resilient. We are diversified by category, price point and geography. Our smokeless portfolio has been designed to take advantage of sectorial shifts and our people are highly engaged with a track record of delivery during uncertain times. BAT's board and leadership team remain focused on securing long-term, sustainable value creation, by nurturing BAT's culture, building our brands and delivering 'A Better Tomorrow' for our stakeholders.'
Tadeu Marroco: 'During 2023, the underlying strengths of BAT were reflected in our performance, despite a challenging environment. While total group revenue declined 1.3 per cent, revenue at constant currency was up 1.6 per cent despite the negative impact due to the sale of Russia and Belarus partway through the year. There was another strong performance from our 'New Categories' which are now profitable at the category contribution level, driven by higher revenue (up 15.6 per cent, or 17.8 per cent on a constant currency basis). We currently have 24 million consumers of 'Non-Combustible' products and revenue from these products now accounts for 16.5 per cent of group revenue. As a business, we are committed to becoming a predominantly smokeless business, targeting 50 per cent of our revenue from 'Non-Combustibles' by 2035. We are an organisation ready to deliver, with operational excellence and an ability to flexibly manage our capital allocation decisions for the benefit of all stakeholders.'
During the year under review, dividend income recorded from BAT amounted to € 130 million (£ 112 million), being BAT's second, third and fourth 2023 quarterly dividends, together with the first 2024 quarterly dividend of some € 33 million (£ 28 million) with a record date of 22 March 2024. The first 2024 quarterly dividend was paid on 2 May 2024 and has been included as a receivable in the NAV as at 31 March 2024, due to the record date falling within this financial year.
Reinet holds 48.3 million shares in BAT (31 March 2023: 48.3 million), representing some 2.16 per cent of BAT's issued share capital.
The value of Reinet's investment in BAT amounted to € 1 359 million at 31 March 2024 (31 March 2023: € 1 561 million), being some 22.0 per cent of Reinet's NAV. The decrease in value reflects the decrease in the BAT share price on the London Stock Exchange from £ 28.41 at 31 March 2023 to £ 24.06 at 31 March 2024 offset by the strengthening of sterling against the euro during the year.
Further information on BAT is available in its combined Annual and Sustainability report at www.bat.com
REINET INVESTMENTS S.C.A.
Other listed investments comprised:
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € m | € m | |
| Grab Holdings Limited | 31 | 29 |
| Cartesian Therapeutics, Inc. * | 1 | 2 |
| Soho China Limited | 3 | 7 |
| SPDR Gold shares | 44 | 39 |
| Twist Bioscience Corporation | 14 | 6 |
| 93 | 83 |
* formerly Selecta Biosciences Inc.
Grab Holdings Limited ('Grab') is a leading superapp platform in Southeast Asia, providing everyday services that matter to consumers, including food deliveries, mobility and the e-wallet segment of financial services. Grab offers a wide range of on-demand services across 480 cities in eight countries.
Reinet holds 10 573 666 shares in Grab with a market value of € 31 million (31 March 2023: € 29 million). The increase in value mainly reflects the increase in the share price during the year.
Further information on Grab is available at www.grab.com
In November 2023, Selecta Biosciences, Inc. merged with Cartesian Therapeutics, Inc. ('Cartesian'), a clinical-stage biotechnology company pioneering RNA cell therapies for autoimmune diseases. The combined company is now known as Cartesian Therapeutics, Inc. and its Nasdaq ticker symbol changed to 'RNAC'.
Cartesian is also a portfolio company of the NanoDimension funds.
Reinet holds 1 395 460 shares with a market value of € 1 million as at 31 March 2024 (31 March 2023: € 2 million). The decrease in value mainly reflects the decrease in the share price during the year.
Further information on Cartesian is available at www.cartesiantherapeutics.com



Soho China Limited ('Soho') is a Chinese office developer focused on developing and leasing properties in the central business districts of Beijing and Shanghai. Soho developments are known for their modern architecture, with designs from architects such as Zaha Hadid and Japanese architect Kengo Kuma.
Reinet holds 47 million shares with a market value of € 3 million as at 31 March 2024 (31 March 2023: € 7 million). The decrease in value mainly reflects the decrease in the share price during the year.
Further information on Soho is available at www.sohochina.com
SPDR Gold shares ('GLD') is the largest physically backed gold exchange traded fund in the world. Over the long term, gold can provide a hedge against inflation and offer some protection against value changes in turbulent economic and political times.
Reinet holds 230 000 shares with a market value of € 44 million as at 31 March 2024 (31 March 2023: € 39 million). The increase in value mainly reflects the increase in the value of gold during the year.
Further information on GLD is available at www.spdrgoldshares.com/usa

Twist Bioscience Corporation ('Twist') is involved in the fields of medicine, agriculture, industrial chemicals and data storage, by using synthetic DNA tools, and has created a revolutionary siliconbased DNA synthesis platform that offers precision at a scale otherwise unavailable.
Reinet holds 444 497 shares in Twist with a market value of € 14 million (31 March 2023: € 6 million). The increase in value mainly reflects the increase in the share price during the year.
Further information on Twist is available at www.twistbioscience.com
REINET INVESTMENTS S.C.A.
Unlisted investments are carried at their estimated fair value. In determining fair value, Reinet Fund Manager S.A. (the 'Fund Manager') relies on audited and unaudited financial statements of investee companies, management reports and valuations provided by third-party experts. Valuation methodologies applied include the NAV of investment funds, discounted cash flow models and comparable valuation multiples, as appropriate. The third-party valuation reports and key assumptions used within these reports are reviewed by the external auditors.

Pension Insurance Corporation Group Limited's ('Pension Corporation') wholly-owned subsidiary, Pension Insurance Corporation plc ('Pension Insurance Corporation'), is a leading provider in the UK pension risk transfer market.
During 2023, Pension Insurance Corporation concluded new business with premiums of £ 6.9 billion (2022: £ 4.1 billion).
At 31 December 2023, Pension Corporation reported it held £ 46.8 billion in assets (31 December 2022: £ 41.2 billion) and insurance liabilities amounted to £ 41.2 billion (31 December 2022: £ 33.7 billion). The increase in value of both assets and liabilities is due to new business written, partly offset by payments made to policyholders.
To date, Pension Insurance Corporation has insured 339 900 pension fund members (31 December 2022: 302 200). Clients include FTSE 100 companies, multinationals and the public sector.
Pension Insurance Corporation has a total of £ 1.8 billion (31 December 2022: £ 1.6 billion) Tier 2 subordinated notes and £ 450 million (31 December 2022: £ 450 million) Tier 1 restricted notes outstanding. In September 2023, Fitch affirmed its Insurer Financial Strength rating at A+ (Strong) and Long-Term Issuer Default rating at A. The reported Solvency II capital ratio as at 31 December 2023 was 211 per cent (31 December 2022: 225 per cent).
During 2023, Pension Corporation paid an inaugural dividend of 7.5 pence per ordinary share. Reinet's share of the dividend amounting to some € 57 million (£ 50 million) was received in May 2023.
In April 2024, the shareholders of Pension Corporation approved a dividend of 11.0 pence per ordinary share. Reinet's share of the dividend amounting to some € 85 million (£ 73 million) was received in May 2024. Reinet has not recorded a receivable as at 31 March 2024, as the approval date falls outside this financial year.
Reinet's shareholding in Pension Corporation remained at 49.5 per cent in the year under review.
Tracy Blackwell, Chief Executive Officer and Dom Veney, Chief Financial Officer of Pension Insurance Corporation, commented:
Tracy Blackwell: 'The Group had a very strong year, and our results demonstrate sustainable growth, increased profitability, and excellent customer service. During the year we completed the landmark £ 6.2 billion buy-in of two pension schemes sponsored by RSA Group, we made pension payments of £ 2.1 billion, our highest ever, with policyholder satisfaction levels of 99.3 per cent, and we have now paid £ 13.6 billion in pensions in total.
We are delighted to have continued investing in vital UK infrastructure, creating considerable social value, including funding the UK's first reservoir in over 30 years. We have now invested £ 13 billion in UK infrastructure and £ 29 billion in the UK in total. Our conservatively invested portfolio stands at £ 46.8 billion, and we were pleased to have avoided problems with US regional banks, commercial real estate, and those caused by the demise of Credit Suisse.
Our balance sheet continues to be robust with a year-end solvency ratio of 211 per cent, which means we went into the new year well placed to help trustees looking to secure their member benefits in what we expect to be a very busy year. During the first two months of 2024 we completed £ 1.5 billion of new business, with an industry pipeline of £ 50 billion expected to complete this year. Pension Insurance Corporation is well positioned to fulfil its purpose, which is to pay the pensions of its current and future policyholders, as well as to play a leading role in the future growth of the UK pension risk transfer market.'
Dom Veney: 'A strong set of financial results representing the continued delivery of our focused strategy despite volatile markets. Market volatility continued to be high in 2023, with stubbornly high inflation, large swings in UK and international interest rates and narrowing credit spreads.
We maintain a prudent investment and hedging strategy that prioritises long-term stability and security for our policyholders, which enabled us to navigate through this volatility. Our investment strategy is to select assets that generate cash flows to match our future claims payments in both timing and amount, therefore the value of our assets and liabilities move broadly in tandem as factors such as interest and inflation rates change.
IFRS profit before tax amounted to £ 303 million (2022: £ 93 million). From 1 January 2023 we adopted IFRS 17 "Insurance Contracts" the new global insurance accounting standard, which has fundamentally changed how companies account for insurance and reinsurance contracts. Key differences between the measurement of insurance contracts under IFRS 4 and IFRS 17 include the deferral of new business profits at inception. For a growing business such as Pension Insurance Corporation, this means that statutory profit recognition is slower under IFRS 17 than IFRS 4. IFRS 17 requires that new business profits are released over the length of the contracts.'
Reinet's investment in Pension Corporation is carried at an estimated fair value of € 3 436 million at 31 March 2024 (31 March 2023: € 2 787 million). This value takes into account Pension Corporation's adjusted equity own funds value at 31 December 2023 of £ 6.3 billion (31 December 2022: £ 5.9 billion), corresponding valuation multiples drawn from industry data for a selected UK insurance peer group as at 31 March 2024, and a discount of 10 per cent which takes into account the illiquid nature of Reinet's investment.
The investment in Pension Corporation increased in value by € 649 million which includes an increase of some € 340 million in respect of the increase in market multiples following a generally strong public market performance for the peer group over the 12 months, together with an increase of some € 210 million due to the movement on Pension Corporation's adjusted equity own funds value from 31 December 2022 to 31 December 2023 and some € 100 million due to the strengthening of sterling against the euro in the year under review.
The investment in Pension Corporation represents some 55.6 per cent of Reinet's NAV at 31 March 2024, compared to 48.7 per cent at 31 March 2023.
Pension Corporation believes sustainability is fundamental to the delivery of its purpose to pay policyholders now and for decades to come. Its sustainability strategy includes: continuing to build a secure and sustainable business; to carry on leading as a responsible corporate citizen; and to keep on driving long-term value growth. It has four distinct pillars which ensure alignment of its corporate strategy and actions to its purpose: long-term sustainable business; being a responsible investor; protecting the environment and making communities sustainable, safe and inclusive. Pension Insurance Corporation is one of the founding signatories of the Sustainability Principles Charter for the Bulk Purchase Annuity process and was also accepted as a signatory to the UK Stewardship Code.
Further information on Pension Corporation and its sustainability reporting is available at www.pensioncorporation.com
Where Reinet invests in funds managed by third parties, its philosophy is to partner with the managers of such funds and to share in fees generated by funds under management. This is the case with funds managed by Trilantic Capital Partners, TruArc Partners, Milestone Capital and Prescient Investment Management China. Under the terms of the investment advisory agreement (the 'Investment Advisory Agreement'), entered into by the Fund Manager and Reinet Investment Advisors Limited (the 'Investment Advisor'), Reinet pays no management fee to the Investment Advisor on such investments except in the case where no fee or a reduced fee below 1 per cent is paid to the third-party manager. In such cases, the aggregate fee payable to the Investment Advisor and the third-party manager is capped at 1 per cent.
REINET INVESTMENTS S.C.A.
Trilantic Capital Partners ('Trilantic') is composed of Trilantic North America and Trilantic Europe, two separate and independent private equity investment advisors focused on making controlling and significant minority interest investments in companies in their respective geographies. Trilantic North America currently targets investments in the business services and consumer sectors, and currently manages five fund families. Trilantic Europe primarily targets investments in the industrials, consumer and leisure, telecommunication, media and technology, business services and healthcare sectors, and currently manages three fund families.
Reinet and its minority partner invest in certain of the Trilantic general partnerships ('Trilantic Management'). Reinet and its minority partner, through Reinet TCP Holdings Limited, invest in two of the current funds under Trilantic's management. Reinet also directly invests in three additional funds under Trilantic's management. The terms of investment applicable to Reinet's investment in the Trilantic funds provide that Reinet will not pay any management fees or carried interest. In addition, Reinet receives a share of the carried interest payable on the realisation of investments held in the funds, once a hurdle rate has been achieved.
Reinet TCP Holdings Limited invests in Trilantic Capital Partners IV L.P. ('Fund IV') and Trilantic Capital Partners IV (Europe) L.P.; these funds are in the process of realising the remaining underlying investments.
In 2012, Reinet invested in Trilantic Capital Partners V (North America) L.P. ('Fund V') and in 2014, in Trilantic Energy Partners (North America) L.P. ('TEP I'). These US-based funds are focused on North American opportunities. TEP I disposed of its last investment and was subsequently dissolved in 2024 and Fund V is in the process of realising the remaining underlying investments.
In 2017, Reinet invested in Trilantic Capital Partners VI Parallel (North America) L.P. (collectively with its parallel vehicles, 'Fund VI') and Trilantic Energy Partners II Parallel (North America) L.P. (collectively with its parallel vehicles, 'TEP II'). These US-based funds are focused on North American opportunities with TEP II being especially focused on the energy industry sector.
Charlie Ayres, Chairman of Trilantic North America and the Executive Committee of Trilantic Capital Partners, commented:
'Investor optimism persists despite significant turmoil in the bank industry during 2023, including failures at Silicon Valley Bank and Signature Bank; UBS' takeover of its rival Credit Suisse; and JPMorgan's takeover of First Republic.
Market statistics in the private equity arena were lackluster during 2023. Buyout deal activity and exit activity remained sluggish, and purchase prices softened. The IPO market in the Americas picked up from low 2022 levels but remained muted compared to historical levels. In 2023, the number of IPOs in the Americas was up 15 per cent over 2022. America's IPO proceeds were up nearly 3x due to several large deals.
Financing for new private equity-backed investments remains discerning. Higher interest rates have subdued appetite for highly-levered buyouts and put downward pressure on pricing. Private equity investors hold significant dry powder, and with an improving macro backdrop, deal volume will likely pick up during 2024 and the bid-ask spread between buyers and sellers will resolve. As investors look forward to 2024, Fed policy, inflation, geopolitical events and the U.S. presidential election will likely remain key influencers on their outlook.
Key highlights from the past year include:
We are on track to publish our 4th Annual ESG Report in May 2024. We continue to focus on KPIs influenced by ILPA's ESG Convergence project. We are proud signatories to both the U.N. Principals for Responsible Investing and ILPA's Diversity in Action initiative.'
Vittorio Pignatti-Morano, Chairman of Trilantic Europe, commented:
'The macroeconomic scenario at the beginning of 2023 made us wary of rampant inflation, which central banks announced had to be fought with harsh monetary policy, and which most economists predicted would trigger a recession. Markets were pricing-in this gloomy scenario after having already suffered an 18 per cent drop in equity indexes and an equally disastrous performance in the bond market the year prior. In Q4 2023, the narrative changed: (i) inflation appears to have been primarily triggered by corporate margin expansion, rather than by wage increases or excessive consumption, (ii) interest rate hikes did not dampen economic activity and, especially in the US, consumers continued spending, unemployment remained at a record low, and recessionary fears shifted from red alert to mild, (iii) central banks, reverting to their original mission of protection of the value of money, changed their narrative as well, they began by stating that signs of inflation abating could allow them to halt hiking rates and then, in Q4 2023, they hinted at the possibility of rate reductions in the spring or summer of 2024 and (iv) a slowdown in Chinese domestic demand shifted local producers' focus to exports to US and Europe at reduced prices, hence contributing to 'exporting deflation'.
For Trilantic Europe, the year proved overall positive, despite its complexities. We continued our active portfolio management across the portfolio and strengthened our own organisation with the appointment of Javier Olascoaga as Managing Partner, and eight new team additions in the last twelve months, including the appointment of two new partners.'
Reinet's investment in Trilantic Management and the above funds is carried at the estimated fair value of € 443 million at 31 March 2024 (31 March 2023: € 472 million) of which € 3 million (31 March 2023: € 2 million) is attributable to the minority partner. The estimated fair value is based on audited valuation data provided by Trilantic Management at 31 December 2023 adjusted for changes in the value of listed investments included in the portfolios and cash movements up to 31 March 2024.
The decrease in the estimated fair value is due to net capital distributions of € 55 million, offset by capital contributions of € 23 million, increases in the estimated fair values of underlying investments and the strengthening of the US dollar against the euro in the year.
During the year under review, gains of € 34 million (31 March 2023: € 21 million) were realised. In addition, carried interest of € 3 million (31 March 2023: € 6 million) and current income of € 4 million (31 March 2023: € 1 million) were received.
Further information on Trilantic is available at www.trilantic.com
TruArc Partners LP ('TruArc') is a middle market focused investment management firm led by a team that has worked together since 2005 and has deployed over \$ 3 billion of capital. TruArc focuses on companies in attractive sub-sectors of Specialty Manufacturing and Business Services. The TruArc investment team works closely with its operating partners and portfolio management teams in an effort to generate value through a transformational growth strategy focused on both organic growth and acquisitions.
Reinet is invested in Snow Phipps II, Snow Phipps III, TruArc Fund IV, in two co-investment opportunities alongside Snow Phipps III, and in the management company.
In April 2023, Reinet committed an additional € 2 million in respect of the co-investments. The full amount was funded in May 2023. In February 2024, Reinet committed € 17 million (\$ 18 million) to TruArc Structured Opportunities Fund, LP as part of the first close. This amount will increase at subsequent closings. As at 31 March 2024, no capital has been called.
TruArc Structured Opportunities Fund intends to offer resources and capital in close partnership with controlling shareholders and management to support the growth of these investee entities. TruArc's bespoke capital solutions will seek to deliver flexible capital to middle market entities in North America, also predominantly in the Speciality Manufacturing and Business Services sectors by investing across the capitalisation from structured debt to non-control equity.
Ogden Phipps, Co-Managing Partner of TruArc Partners, commented:
'2023 was a year of continued positive momentum for TruArc. We completed the acquisition of two new platform companies in Fund IV, bringing the total to seven platform companies in that fund as of the end of December. Each company is investing in organic initiatives to drive transformational growth. Commercially-focused initiatives include sales force expansion, digital marketing, rebranding and tech-enablement. Operationally-focused initiatives include technology infrastructure, footprint optimization, acquisition integration and procurement strategies. A key component of our investment approach is to execute a "buy and build" value creation strategy, and during 2023 we completed 15 add-on acquisitions across the TruArc-managed portfolio companies that we believe are strategically important and financially accretive. We are encouraged by the strength of our management teams as they lead our portfolio companies and seek to build value through transformational growth across the TruArc portfolio.
In addition, we recently launched TruArc's Structured Opportunities strategy, which is highly complementary to our established core Private Equity strategy. Structured Opportunities seeks to provide customized securities to middle market Specialty Manufacturing and Business Services companies in need of flexible and dynamic capital solutions to facilitate strategic goals and address the unique and complex needs of each transaction while bringing to bear the full resources of the TruArc platform.'

REINET INVESTMENTS S.C.A.
CONTINUED
Reinet's investment is carried at an estimated fair value of € 372 million at 31 March 2024 (31 March 2023: € 301 million), based on the audited valuation data provided by TruArc at 31 December 2023 adjusted for cash movements up to 31 March 2024.
The increase in the estimated fair value reflects net capital contributions of € 45 million, together with increases in estimated fair values of underlying investments and the strengthening of the US dollar against the euro in the year.
Further information on TruArc Partners is available at www.truarcpartners.com
Coatue Management L.L.C. ('Coatue') is a global investment firm focused on technology-related investment opportunities led by its founder, Mr Philippe Laffont. Coatue invests in public and private markets with an emphasis on technology, media, telecommunications, the consumer and healthcare sectors.
Reinet is invested in Coatue Structured Offshore Feeder Fund LP and Coatue Tactical Solutions CT Offshore Fund B LP (together the 'Coatue Structured Funds').
The Coatue Structured Funds seek to invest in structured investments in both publicly listed and privately held technology companies, focusing on investments that offer downside protection while retaining upside potential. The Coatue Structured Funds focus on privately negotiated transactions leveraging Coatue's sector experience and platform resources to source proprietary transactions. Coatue seeks to employ a strategy that will opportunistically fund both offensive and defensive transactions such as M&A, and establishing paths toward accelerating organic growth. Coatue believes there is a substantial universe of potential investment opportunities and that the market could produce significant structured capital opportunities.
Coatue generally focuses on companies that it believes are: 1) powered by a strong underlying trend; 2) established winners or breakout leaders within a category or trend; 3) pursuing a large total addressable market; 4) operating business models with strong unit economics; and 5) led by visionary founders and experienced management teams.
Reinet's investment is carried at an estimated fair value of € 73 million at 31 March 2024 (31 March 2023: € 50 million), based on the audited valuation data provided by Coatue at 31 December 2023 adjusted for cash movements up to 31 March 2024.
The increase in the estimated fair value reflects capital contributions of € 20 million, together with increases in the value of underlying investments and the strengthening of the US dollar against the euro in the year.
Further information on Coatue is available at www.coatue.com

REINET INVESTMENTS S.C.A.
Reinet is invested in Milestone China Opportunities Fund III L.P. ('Milestone III'), a fund managed by Milestone Capital. Milestone III is in the process of realising its remaining underlying investments.
Milestone Capital has a strong track record in helping portfolio companies scale their operations and become listed on either domestic or foreign stock exchanges.
Yunli Lou, Managing Partner of Milestone Capital, commented:
'During 2023, Milestone Capital continued working closely with our portfolio companies to achieve exits. We continued selling down our shares in a listed cosmetics e-commerce platform and achieved a full exit in the first quarter of 2024. We also entered into definitive agreements with one medical consumable company to fully redeem our remaining stake; the deal was closed in early 2024.
During 2023, China's economy was weak despite its reopening after COVID-19. Full year GDP was \$ 17.5 trillion, up by 5.2 per cent year-on-year. But if measured in two-year CAGR to eliminate the low base in 2022, GDP grew by only 4.1 per cent. Deflation pressure increased in the economy, with CPI growing by 0.2 per cent year-on-year in 2023, the lowest growth since 2009. The property sector continued to drag down the economy throughout the year, property development investment declined by 9.6% year-on-year and property sales declined by 6.5 per cent year-on-year. Capital markets also performed poorly, impacted by the weakened economy and sentiment. The government announced a series of policies throughout the year to boost the economic growth and market confidence, such as loosening property purchase restrictions, lowering mortgage rates and lowering bank reserve ratio.'
The investment in Milestone III is held at the estimated fair value of € 13 million (31 March 2023: € 44 million) based on audited financial information provided by Milestone Capital at 31 December 2023 adjusted for movements in listed investments and cash movements up to 31 March 2024.
The decrease in the estimated fair value reflects capital distributions of € 11 million, together with decreases in estimated fair values of underlying investments, offset by the strengthening of the US dollar against the euro in the year.
During the year the investment held by Reinet in the management company was fully realised with proceeds included in the distributions noted above. In addition, an older vintage fund was wound up resulting in a realised loss of € 18 million, this amount had been fully provided for in prior years. Subsequent to the year end a distribution of € 9 million was received from Milestone III.
Further information on Milestone is available at www.mcmchina.com

Reinet is invested in the Prescient China Equity Fund, the Prescient China Balanced Fund, the Prescient China Growth Enhanced Absolute Return Fund and the management company.
The Prescient China Equity Fund uses a systematic, quantitative approach to seek long-term capital growth by investing primarily in China 'A' shares listed on the Shanghai and Shenzhen Stock Exchanges by virtue of Prescient's Qualified Foreign Institutional Investor status granted by the China Securities Regulatory Commission.
Prescient China Balanced Fund invests in equities following a similar strategy to the Prescient China Equity Fund and also in bonds, cash and derivatives with the objective of generating inflation-beating returns at acceptable risk levels.
Prescient China Growth Enhanced Absolute Return Fund aims to achieve long-term capital growth at significantly lower return volatility than conventional multi-asset China investment strategies. The fund will predominantly invest in mainland Chinese equities, bonds, cash, money market instruments and derivatives.
All funds are managed by a subsidiary of Prescient Limited ('Prescient'), a South African fund manager, with the team based in Shanghai.
Liang Du, Portfolio Manager of Prescient, commented:
'Over the past year a slower than expected recovery in the Chinese economy resulted in a weak year for the Chinese equity market.
The collapse of major developers and bursting of the property bubble resulted in the slowest growth in 30 years for China. Property makes up a large part of the average investor wealth, with the direct and indirect impact being lower consumer confidence resulting in lower demand, lower investment and lower growth.
Although the property sector has been a drag on the overall economy, the rest of the economy is growing at a healthy rate, fast moving economic data shows a slowly improving economy with the government directly engaged in protecting the banking sector from property associated risks. The past few years have been challenging for the Chinese market bringing valuations to decade lows.
Prescient's performance has remained consistent and strong among our funds and we continue to build our brand and products on strong foundations.
With China remaining one of the cheapest markets in the world, we see rising interest from clients who have previously not invested in China.
We are in China for the long term, although painful over the short term the bursting of the property bubble will finally drive capital towards more productive sectors in the economy, leading to growth in the asset management industry with properties no longer forming the core. These trends should benefit our industry and the Prescient funds over the longer term.'
Reinet's total investment is carried at an estimated fair value of € 124 million based on unaudited financial information provided by Prescient at 31 March 2024 (31 March 2023: € 143 million).
The decrease in estimated fair value mainly reflects decreases in the value of the underlying fund investments offset by the strengthening of the US dollar against the euro in the year.
Further information on Prescient is available at www.prescient.co.za
REINET INVESTMENTS S.C.A.
Reinet is invested in Asia Partners I LP and Asia Partners II LP.
Asia Partners I LP is the inaugural fund of Asia Partners Fund Management Pte. Ltd ('Asia Partners'), a Singapore-based growth equity investment firm. Asia Partners II LP, a successor fund, was launched in April 2022.
Asia Partners bases its investment strategy on the long-term growth potential of Southeast Asia, the rapid growth of innovative technology and technology-enabled businesses in the region, and target investments in the \$ 20 million to \$ 80 million range, often described as the 'Series C/D Gap' between early-stage venture capital and the public capital markets.
Oliver Rippel, Co-Founder and Partner of Asia Partners, commented:
'Asia Partners has successfully completed the final closing of our second Fund, raising a total of \$ 474 million. This significant milestone brings our total assets under management to \$ 1.0 billion. Our investment focus remains on the promising long-term growth prospects of Southeast Asia. The critical importance of this region given its growing affluence, the accelerating shift towards digital lifestyles, alongside being home to almost 10 per cent of the world's population, in addition to growing economic ties in global trade and supply chain dynamics, reinforces our commitment.
We believe in the potential for growth equity to accelerate economic growth throughout Southeast Asia. We will continue to nurture the development of Southeast Asia's emerging entrepreneurs, ultimately helping them transition to become sizeable public companies.'
In April 2022, Reinet committed € 29 million (\$ 31 million) to Asia Partners II LP as part of the first close. This amount increased to € 44 million (\$ 47 million) through March 2024.
The investment in Asia Partners funds is held at the estimated fair value of € 34 million (31 March 2023: € 32 million) based on audited financial information provided by Asia Partners at 31 December 2023 adjusted for cash movements up to 31 March 2024.
The increase in the estimated fair value reflects capital contributions of € 4 million, together with the strengthening of the US dollar against the euro in the year, offset by decreases in the value of underlying investments.
Further information on Asia Partners is available at www.asiapartners.com

ND Capital ('NanoDimension') is a venture capital firm founded in 2002 that invests in disruptive technologies in and at the intersection of the life and physical sciences, accelerated by data sciences. Their core belief is that scientific disciplines will continue to converge, and that some of the biggest breakthroughs will occur at the intersection of two or more disciplines. The focus of each fund is to invest in and support the establishment, technology development and scale up, growth and commercialisation of portfolio companies. They believe that these disruptive technologies address some of the biggest societal problems. Investments range from molecular diagnostics, cell and gene therapies, organs on chip, DNA synthesis and DNA editing, energy storage and electrical propulsion systems for aviation. They invest predominantly across the United States and Europe with additional investments in Canada, Denmark and the United Kingdom.
Aymeric Sallin, Founder of NanoDimension, commented:
'2023 was one of the most important years for ND Capital, despite a challenging Venture Capital (VC) market. Only 154 IPOs took place in 2023 versus an average of 750 in 2020/21, which were fueled by the SPAC and a robust technology sector. Technology M&A were down 51 per cent in value, year over year. VC distributions hit the lowest level of the last 14 years.
Three of our portfolio companies were sold to listed entities, for total proceeds of \$ 1.6 billion. ND Capital was the lead investor in one of the investments where the exit had a significant impact and distributions for two of our funds, as well as our reputation.
Key portfolio companies managed to raise substantial additional capital of approximately \$ 455 million from third parties on good terms, which should set them up for their next phase of development.'
Reinet is a limited partner in NanoDimension II L.P., NanoDimension III L.P., NanoDimension IV L.P. and ND Capital Opportunity Fund I L.P., and is invested in one co-investment opportunity alongside NanoDimension II L.P.
At 31 March 2024, the estimated fair value of Reinet's investment amounted to € 107 million (31 March 2023: € 94 million) based on audited valuation data provided by NanoDimension as at 31 December 2023 adjusted for movements in listed investments and cash movements up to 31 March 2024.
The increase in the estimated fair value reflects capital contributions of € 13 million together with increases in the value of underlying investments and the strengthening of the US dollar against the euro in the year, offset by distributions of € 16 million.
Further information on NanoDimension is available at www.nd.capital
This includes small, specialist funds investing in private equity businesses and start-up ventures.
Other fund investments are valued in total at their estimated fair value of € 1 million at 31 March 2024 (31 March 2023: € 2 million) based on the latest available valuation statements received from the fund managers.
The decrease in the estimated fair value principally reflects decreases in the value of underlying investments.
REINET INVESTMENTS S.C.A.
Reinet has invested in certain real estate development projects and related businesses located in the United States (including Florida, North Carolina and South Carolina). Reinet has also purchased mortgage debt associated with such developments from financial institutions, usually at significant discounts to face value.
The core land development process encompasses land planning, attaining entitlements from governmental bodies and installation of community infrastructure. Other investments in mitigation banks facilitate the preservation of land to offset the loss of wetlands necessitated by public improvements, such as highway construction, and other privately-sponsored developments.
Bill Lanius, Chief Executive Officer of United States land development and mortgages, commented:
'Our United States land development and mortgages business has been positioned to serve the homebuilding industry which has shown resilience this past year. Escalation in home prices combined with interest rates that remain high by the standards of recent decades have dampened demand. At the same time, many homeowners are reluctant to forfeit low mortgage rates that were previously obtained on their existing homes. This "lock-in effect" has suppressed the inventory of existing housing stock but has helped support new home demand for which we provide developed sites. While supply chain constraints have improved, challenges associated with the regulatory environment have heightened.
During our most recent fiscal year, the United States land development and mortgages business monetized target investment positions in transactions that were accretive to value and generated liquidity to facilitate our future business plans.'
The investment is carried at the estimated fair value of € 21 million as at 31 March 2024 (31 March 2023: € 26 million). The current valuation is based on audited and unaudited financial statements as at 31 December 2023 adjusted for cash movements up to 31 March 2024.
The decrease in the estimated fair value reflects repayments received during the year of € 7 million, offset by increases in the valuation of underlying assets together with the strengthening of the US dollar against the euro during the year.
Other investments are carried at their estimated fair value of € 75 million at 31 March 2024 (31 March 2023: € 58 million).
The increase in the estimated fair value reflects capital contributions of € 22 million together with increases in the valuation of underlying investments and the strengthening of sterling and the US dollar against the euro in the year, offset by a capital distribution of € 5 million.
An investment was realised during the year resulting in a loss of € 26 million, this amount had been fully provided for in prior years.
Commitments made in the year amounted to € 61 million and cancelled commitments in respect of fully exited funds amounted to € 5 million.
Funding commitments are entered into in various currencies including sterling and US dollar and are converted into euro using 31 March 2024 exchange rates.
The table below summarises Reinet's investment commitments as at 31 March 2024.
| 31 March 2023(1) |
Exchange rate effects(2) |
Committed during the year(3) |
Funded during the year(3) |
31 March 2024(3) |
31 March 2024 |
|
|---|---|---|---|---|---|---|
| € m | € m | € m | € m | € m | % | |
| Private equity and related partnerships | ||||||
| Trilantic Capital Partners | ||||||
| Funds and related general partners(4) | 120 | 1 | (5) | (23) | 93 | 16.7 |
| TruArc Partners | ||||||
| Funds, co-investment opportunities and | ||||||
| management company | 148 | 1 | 19 | (46) | 122 | 21.8 |
| Coatue funds | 228 | 1 | – | (20) | 209 | 37.4 |
| Asian private equity companies and portfolio funds |
||||||
| Asia Partners funds | 32 | – | 9 | (4) | 37 | 6.6 |
| Specialised investment funds | ||||||
| NanoDimension funds and | ||||||
| co-investment opportunities | 60 | – | – | (13) | 47 | 8.4 |
| Other fund investments | 32 | 1 | – | – | 33 | 5.9 |
| United States land development and | ||||||
| mortgages | 5 | – | – | – | 5 | 0.9 |
| Other investments | 2 | – | 33 | (22) | 13 | 2.3 |
| 627 | 4 | 56 | (128) | 559 | 100.0 |
(1) Commitments calculated using 31 March 2023 exchange rates.
(2) Reflects exchange rate movements between 31 March 2023 and 31 March 2024.
(3) Amounts calculated using 31 March 2024 exchange rates, which may differ from actual exchange rates on the transaction date.
(4) Commitments noted represent only Reinet's share of the investments at 31 March 2024, additional commitments payable by the minority partner amount to € 2 million in respect of Trilantic. The reduction in the commitment relates to remaining uncalled commitments in respect of a fund which was dissolved in the year.
REINET INVESTMENTS S.C.A.
Reinet holds cash on deposit principally in European-based banks and in liquidity funds holding highly rated short-term instruments.
Reinet's liquidity is measured by its ability to meet potential cash requirements, including unfunded commitments on investments and the repayment of borrowings, and at 31 March 2024 can be summarised as follows:
| Cash and liquid funds | € 357 m |
|---|---|
| Undrawn borrowing facilities | € 234 m |
| Cash required for unfunded commitments (refer | |
| to table on previous page) | (€ 559 m) |
| Cash required to meet GBP borrowing obligations | (€ 234 m) |
The undrawn borrowing facilities comprise a revolving facility with Bank of America, N.A. and with Citibank N.A. (see below).
Reinet may sell further BAT shares or use such shares to secure additional financing facilities from time to time.
Reinet has a fixed-rate £ 100 million margin loan due to Citibank N.A., which is repayable in August 2024. At 31 March 2024, the estimated fair value of the loan amounted to € 115 million (31 March 2023: € 108 million).
In addition, Reinet has a fixed-rate £ 100 million margin loan due to Bank of America, N.A., which is repayable in March 2025. At 31 March 2024, the estimated fair value of the loan amounted to € 114 million (31 March 2023: € 109 million).
The increase in the estimated fair value of both loans reflects the strengthening of sterling in the year, together with the reduction in the time remaining to maturity, offset by an increase in the discount rates used (due to increases in market interest rates).
Some 15 million BAT shares have been pledged to collateralise these two loans.
In addition, Reinet has a facility agreement in place with Citibank N.A. up to August 2024 and with Bank of America, N.A. up to March 2025. These facilities allow Reinet to drawdown the equivalent of up to € 234 million (£ 200 million) in a combination of currencies to fund further investment commitments. As at 31 March 2024 no funds have been drawn under these facilities.
Refer to page 56 for a description of Reinet's policy on foreign exchange exposure.
Minority interest, fees payable and other liabilities, net of other assets comprise:
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € m | € m | |
| Minority interest | (4) | (4) |
| Management fee | (19) | (19) |
| Performance fee | (90) | – |
| Tax provisions | (4) | (5) |
| Accruals and other payables, | ||
| net of other receivables | (11) | (8) |
| BAT dividend receivable | 33 | 32 |
| Total other liabilities | (95) | (4) |
The minority interest liability is in respect of a minority partner's share in the gains and losses not yet distributed arising from the estimated fair value movement of investments in which they have interests.
Tax provisions relate to realised and unrealised gains arising from the investments in Trilantic Capital Partners together with withholding and corporate taxes relating to the investment in United States land development and mortgages.
The BAT dividend receivable had a record date of 22 March 2024 and a payment date of 2 May 2024.
A provision of € 90 million has been made in respect of a performance fee as at 31 March 2024 (31 March 2023: € nil) as the conditions required to pay a fee had been met at the year end date. In order for a performance fee to be payable at 31 March 2024, the volume weighted average market price of the Company's share determined by taking into account volume and price information on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange over the last 20 trading days of the financial year under review would need to exceed € 18.33. The volume weighted average market price of the Company's share was € 22.93 for the last 20 trading days of the financial year, and as such a performance fee is payable.
The performance fee and management fee are payable to Reinet Investment Advisors Limited.
The income statement set out below differs from the format used in the IFRS reporting on page 46 and is presented to provide investors with a more comprehensive picture of the movement in the estimated fair value of assets held by Reinet.
| Year ended 31 March 2024 |
Year ended 31 March 2023 |
|||
|---|---|---|---|---|
| € m | € m | € m | € m | |
| Income | ||||
| BAT dividends | 130 | 122 | ||
| Pension Corporation dividend | 57 | – | ||
| Interest and other investment income | 31 | 23 | ||
| Realised (loss)/gain on sale of investments | (9) | 13 | ||
| Carried interest earned on investments | 3 | 6 | ||
| Total income | 212 | 164 | ||
| Expenses | ||||
| Management fee | (48) | (49) | ||
| Performance fee | (90) | – | ||
| Operating expenses, foreign exchange and transaction-related costs | (7) | (6) | ||
| Interest and related financing expenses | (6) | (5) | ||
| Tax expense | (1) | (5) | ||
| Total expenses | (152) | (65) | ||
| Realised investment income, net of expenses | 60 | 99 | ||
| Fair value adjustments | ||||
| BAT | (202) | (271) | ||
| Pension Corporation | 649 | (15) | ||
| Other investments | 20 | 55 | ||
| Derivative instruments | – | (1) | ||
| Borrowings | (12) | 11 | ||
| Total fair value adjustments | 455 | (221) | ||
| 515 | (122) | |||
| Effect of exchange rate changes on cash balances | 4 | 2 | ||
| Net profit/(loss) | 519 | (120) | ||
| Minority interest | – | – | ||
| Profit/(loss) attributable to the shareholders of the Company | 519 | (120) |
REINET INVESTMENTS S.C.A.
Dividend income from BAT recorded during the year ended 31 March 2024 amounted to € 130 million (£ 112 million) (31 March 2023: € 122 million (£ 107 million)). Dividend income received from BAT during the year represents the second, third and fourth 2023 quarterly dividends paid and the first 2024 quarterly dividend with a record date of 22 March 2024 and a payment date of 2 May 2024.
Dividend income from Pension Corporation amounting to some € 57 million (£ 50 million) was received in May 2023, being an inaugural dividend of 7.50 pence per ordinary share.
Interest income is earned on bank deposits, liquidity funds, investments and loans made to underlying investments.
Realised losses on investments were in respect of investments held in Milestone funds and other investments, offset by realised gains in respect of investments held in Trilantic Capital Partners.
Carried interest of € 3 million (31 March 2023: € 6 million) was attributable to Reinet in respect of investments realised by Trilantic Capital Partners.
The management fee for the year ended 31 March 2024 amounts to € 48 million and is based on Reinet Fund's NAV of € 5 616 million at 30 September 2023 and € 5 721 million at 31 March 2023 (31 March 2023: € 49 million, based on Reinet Fund's NAV of € 5 441 million at 30 September 2022 and € 5 890 million at 31 March 2022).
A performance fee of € 90 million is payable for the year ended 31 March 2024 (31 March 2023: € nil). The performance fee is calculated as 10 per cent of the Cumulative Total Shareholder Return as defined in the Company's prospectus, published on 10 October 2008 as last amended on 25 August 2020, including dividends paid, over the period since completion of the rights issue in December 2008 up to 31 March 2024, less the sum of all performance fees paid in respect of previous periods.
Operating expenses of € 7 million include € 1 million in respect of charges from Reinet Investments Manager S.A. (the 'General Partner'), and other expenses which amounted to € 6 million.
The net tax expense of € 1 million includes corporate and withholding taxes payable in respect of gains realised on Trilantic Capital Partners, together with deferred tax provisions related to unrealised gains, expected distributions and accrued interest in respect of Trilantic Capital Partners, TruArc Partners and United States land development and mortgages.
The investment in 48.3 million BAT shares decreased in value by € 202 million during the year under review. Of this, € 243 million was attributable to the decrease in value of the underlying BAT shares in sterling, offset by an increase of € 41 million due to thestrengthening of sterling against the euro during the year under review.
The investment in Pension Corporation increased in value by € 649 million which includes an increase of some € 340 million in respect of the increase in market multiples, together with an increase of some € 210 million due to the movement on Pension Corporation's adjusted equity own funds value and some € 100 million due to the strengthening of sterling against the euro in the year under review (refer to pages 11 and 12 for more detail).
The unrealised fair value adjustment of € 20 million in respect of other investments includes an increase in the estimated fair value of TruArc Partners, other listed investments and NanoDimension, offset by decreases in the fair value of Prescient China funds and Milestone (see detailed analysis on page 52). The above amounts include the effect of changes in foreign exchange rates in the year under review.
Borrowings are carried at estimated fair value reflecting the discounted cash flow value of future principal and interest payments taking into account prevailing interest rates. Unrealised losses of € 12 million during the year were in respect of changes in the estimated fair value of the Citibank N.A. and Bank of America, N.A. loans.
The minority interest expense arises in respect of the minority partner's share in the earnings of Reinet TCP Holdings Limited.
The summarised cash flow statement set out below differs from the format used in the IFRS reporting on page 48 and is presented to provide investors with a more comprehensive picture of the movement in cash and liquid funds.
| Year ended 31 March 2024 |
Year ended 31 March 2023 |
||||
|---|---|---|---|---|---|
| € m | € m | € m | € m | ||
| Investing activities | |||||
| Purchase of investments, net of repayments | (116) | (167) | |||
| Proceeds from sales of investments | 84 | 76 | |||
| Net cash and liquid funds used in investing activities | (32) | (91) | |||
| Financing activities | |||||
| Dividend paid | (55) | (51) | |||
| Cost of share buyback programmes | – | (45) | |||
| Net cash and liquid funds used in financing activities | (55) | (96) | |||
| Operating activities | |||||
| Dividends received | 186 | 122 | |||
| Carried interest earned on investments | 3 | 6 | |||
| Interest and related financing expenses | (6) | (5) | |||
| Interest income | 16 | 6 | |||
| Operating and related expenses | (46) | (58) | |||
| Taxation paid | (1) | (13) | |||
| Net cash and liquid funds generated by operating activities | 152 | 58 | |||
| Net cash inflow/(outflow) | 65 | (129) | |||
| Opening cash and liquid funds position | 288 | 415 | |||
| Effects of exchange rate changes on cash balances | 4 | 2 | |||
| Closing cash and liquid funds position(1) | 357 | 288 |
(1) Includes cash and liquid funds held in the Company, Reinet Fund and its subsidiaries.
Investments totalling € 116 million were made during the year, including Trilantic Capital Partners, TruArc Partners, Coatue funds, Asia Partners funds, NanoDimension funds, and other investments. Amounts invested were partially offset by repayments in respect of loans received from United States land development and mortgages and other investments.
Proceeds from the sale of investments were in respect of Trilantic Capital Partners, TruArc Partners, Milestone China Opportunities funds and NanoDimension funds.
A dividend of some € 54.5 million was paid to shareholders in September 2023.
Dividends received from BAT during the year ended 31 March 2024 amounted to € 129 million (£ 112 million) (31 March 2023: € 122 million (£ 105 million)). The dividends received from BAT during the year represent the first, second, third and fourth 2023 quarterly dividends paid.
A dividend received from Pension Corporation during the year amounted to € 57 million (£ 50 million).
Interest of € 6 million was paid in respect of the sterling-denominated loans.
Interest income relates to cash on deposit in banks and liquidity funds.
Net US tax payments of € 1 million were paid in the year under review. This amount includes taxes withheld by US paying agents in respect of gains and carried interest received, together with estimated taxes paid on gains and income which will be taxable in the US.
Cash and liquid funds increased by € 69 million over the year to € 357 million as the amounts received in respect of dividends and distributions from investments exceeded amounts paid in respect of investments, dividends, management fee and operating expenses.
REINET INVESTMENTS S.C.A.
Reinet's current investments and future investment strategy are subject to a number of risks and uncertainties. The General Partner and Fund Manager have established policies and procedures to identify and monitor these risks.
Responsibility for investment risk and treasury risk is borne by the Board of the Fund Manager. The day-to-day treasury position is monitored by the Chief Executive Officer and the Chief Financial Officer and policy decisions in respect of the investment of cash resources are taken by the Board of the Fund Manager.
Investment decisions are the responsibility of the Fund Manager, acting on the advice of the Investment Advisor, as appropriate.
Reinet's activities expose it to a variety of financial risks including market risk (ie currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk; these risks are detailed in note 5 to the consolidated financial statements on page 53 of this report.
During the year, global markets continued to be impacted by the effects of the Ukraine crisis, the turmoil in the Middle East, high interest rates and inflation. Whilst inflation has started to fall, high prices continue to put significant pressure on households and consumers as many central banks hold interest rates at current levels to mitigate the inflation concerns. The extent and impact of these factors remain uncertain. As a result, higher levels of risk and uncertainty exist at this time and markets are likely to remain volatile for some time, and thereby continue to have an influence on the value and prospects of the investments held by Reinet Fund.
Other principal risks are as follows:
Laws and regulations governing the operations of the Company and Reinet Fund may affect their business, investments and results of operations.
The Company is required to comply with certain regulatory requirements applicable to a Luxembourg securitisation company, and Reinet Fund is required to comply with certain regulatory requirements that are applicable to a Luxembourg specialised investment fund. The Company is also required to comply with regulations applicable to a company admitted to listing and trading on the Luxembourg Stock Exchange and Euronext Amsterdam, and with a secondary listing on the Johannesburg Stock Exchange.
Additional laws and regulations may apply to the portfolio assets in which Reinet makes investments, and those laws and regulations, as well as those applicable to Reinet, may restrict the ability of Reinet to make certain types of investments in certain countries or affect the returns available from those investments.
Laws and regulations and their interpretation and application may also change from time to time and such laws and regulations or those changes could have a material adverse effect on the business, investments and results of operations of Reinet. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, or to maintain any necessary regulatory licences, by any of the General Partner, Fund Manager or Investment Advisor, could have a material adverse effect on the business, investments and results of operations of Reinet. Where investee companies are subject to regulation, failure to obtain appropriate licences or to comply with regulatory requirements may impact the valuation of the underlying investment.
Additional laws and regulations may apply to shareholders' ownership of the Company's shares, including as a result of Reinet Fund's direct and indirect investments.
The United States' Foreign Account Tax Compliance Act ('FATCA') imposes reporting and other requirements on payers and recipients of certain categories of income starting 1 July 2014. Non-US entities which do not comply with FATCA may be subject to withholding tax on certain categories of income. The Company and its controlled affiliates have taken the steps they considered necessary to be and remain compliant with FATCA.
Under FATCA, the Company or its affiliates may be required to report to the US Internal Revenue Service ('IRS'), directly or through their respective tax authority co-operating with the IRS, information about financial transactions made by US taxpayers and other specified entities or individuals, and could be required to impose withholding tax, documentation and reporting requirements on such transactions. The additional administrative requirements of FATCA may result in increased compliance costs and could have an adverse effect on the business, investments and results of operations of Reinet.
The Common Reporting Standard ('CRS'), developed by the Organisation for Economic Co-operation and Development, is a global standard for the automatic exchange of financial information between tax authorities worldwide. Under the CRS, the Company and/or its affiliates may be required to identify and report to their respective tax authority information on certain accounts held directly or indirectly by tax residents in other participating CRS countries, which may subsequently be disclosed to foreign tax authorities. The Company and its affiliates have taken the steps they considered necessary to be and remain compliant with the obligations imposed by the CRS. The additional administrative requirements of the CRS may result in increased compliance costs for Reinet.
The Company must comply with the X Principles of the Luxembourg stock exchange, which in their fifth version require the implementation of an appropriate sustainability policy, which shall set out measures taken for its implementation as well as transparent and detailed reporting. As per principle 9, it is recommended for reporting purposes to prepare and publish the material sustainability performance indicators relating to the Company's business activities, which shall include ambitious targets and environmental, social and governance commitments. This, together with the implementation of the European Union ('EU') corporate and social responsibility directive implemented in Luxembourg laws and its concept of double materiality assessment, are also likely to result in an increase in compliance costs for Reinet.
The Company does not have any operations of its own. All operations are carried out by Reinet Fund.
The Company's principal source of earnings is returns in the form of income and capital gains from the investments made through Reinet Fund and its subsidiaries.
The ability of Reinet Fund to make cash distributions to the Company will depend on a number of factors, including, among others, the actual results of operations and financial condition of Reinet Fund, its subsidiaries and investee companies, restrictions on cash distributions that are imposed by applicable law or the constitutional documents of Reinet Fund, the terms of any future financing agreements entered into by Reinet Fund or its subsidiaries, the timing and amount of cash generated by investments that are made by Reinet Fund, any contingent liabilities to which Reinet Fund may be subject, the amount of income generated by Reinet Fund and other factors that the Fund Manager deems relevant.
The Company relies on distributions from Reinet Fund as its principal source of income from which it may pay dividends.
A cash dividend of some € 54.5 million or € 0.30 per share (excluding treasury shares held) was paid in September 2023, following approval at the annual general meeting held on 29 August 2023.
The General Partner has proposed a cash dividend of € 0.35 per share subject to shareholder approval at the annual general meeting, which is scheduled to take place in Luxembourg on Tuesday, 27 August 2024.
There is no Luxembourg withholding tax payable on dividends which may be declared by the Company.
In 2013 the Company sought clarification from the South African Revenue Service ('SARS') as to the treatment of any dividends to be declared by the Company and paid to holders of depository receipts issued by Reinet Securities SA in respect of the Company's ordinary shares. This ruling was renewed for a further five years on 8 March 2018 and again on 17 October 2023 in respect of any dividends to be declared by the Company and paid to holders of the Company's ordinary shares listed on the Johannesburg Stock Exchange.
The dividend will be payable in accordance with the following schedule, subject to shareholder approval:
The last day to trade the Company's shares cum-dividend in Europe will be Wednesday, 11 September 2024 and in South Africa, Tuesday, 10 September 2024. The Company's shares will trade ex-dividend from Thursday, 12 September 2024 in Europe and from Wednesday, 11 September 2024 in South Africa. The record date for the Company's shares in Europe and in South Africa will be Friday, 13 September 2024.
The dividend on the Company's shares in Europe will be paid on Wednesday, 18 September 2024 and is payable in euro.
The dividend on the Company's shares in South Africa will be paid in South African rand on Wednesday, 18 September 2024. Further details regarding the dividend payable to South African holders may be found in a separate announcement dated 28 May 2024 on the Johannesburg Stock Exchange News Service.
REINET INVESTMENTS S.C.A.
The Company recognises the importance of appropriate corporate governance procedures in the management and oversight of its business. The Company acknowledges the obligations placed upon it as a public company with a listing on the Luxembourg Stock Exchange and Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange. Notably, the Company is subject to the fifth version of the X Principles of Corporate Governance of the Luxembourg Stock Exchange (the 'X Principles') in so far as applicable to the Company.
The Company's corporate governance principles are described in the Company Prospectus, in the statutes of the Company (the 'Statutes'), as well as in the Corporate Governance Charter adopted by the Company, all of which are available on the Company website, www.reinet.com. The requirements of the Statutes, the principles set out in the Company Prospectus and the Corporate Governance Charter (together with the policies and procedures described therein) adequately establish the framework of corporate governance within which Reinet operates.
The Company, a partnership limited by shares (société en commandite par actions) under the laws of Luxembourg, gives its shareholders exposure to Reinet Fund, a specialised investment fund.
The Company was formerly known as Richemont S.A., which was a subsidiary of Compagnie Financière Richemont SA ('CFR SA'), a Swiss company with significant luxury goods interests (CFR SA, together with its subsidiaries are referred to as 'Richemont'). The Company separated from its former parent on 20 October 2008, which saw the luxury businesses transferred to CFR SA. Following the separation and subsequent restructuring steps, the Company effectively retained part of Richemont's former interests in BAT together with cash and certain smaller investments.
As a partnership limited by shares, the Company is managed by a general partner rather than a board of directors. The general partner is Reinet Investments Manager S.A. (the 'General Partner'), a limited company established in Luxembourg (société anonyme), which also owns 1 000 management shares in the Company and which has unlimited liability for any obligations of the Company that cannot be met from the assets of the Company.
Both the General Partner and Reinet Fund Manager S.A. (the 'Fund Manager') are owned and controlled by Rupert family interests.
During the year ended 31 March 2024, the board of directors of the General Partner (the 'Board of Directors') met on four occasions. All directors attended all meetings. The statutes of the General Partner require that the Board of Directors consists of a minimum of three directors.
The General Partner is not acting as general partner for any partnership other than the Company.
The directors of the General Partner are:
South African, born 1950 Mr Rupert was appointed to the Board of Directors in 2008.
Mr Rupert studied economics and company law at the University of Stellenbosch, South Africa. After working for the Chase Manhattan Bank and Lazard Frères in New York, he founded Rand Merchant Bank in 1979. In 1985 he joined Rembrandt. He founded Richemont in 1988 and became Group Chief Executive. Appointed as Executive Chairman in September 2002, he also served as Group Chief Executive Officer during the periods from October 2003 to September 2004 and from April 2010 to March 2013. He was Chairman of CFR SA up to September 2013, when he indicated his intention to step down from the board of that company during a sabbatical year. He was re-elected as Chairman of CFR SA in September 2014. He is also Non-Executive Chairman of Remgro Limited and is the Managing Partner of Compagnie Financière Rupert.
Mr Rupert holds honorary doctorates in Law, Economics and Commerce, is Chairman of the Peace Parks Foundation and the Michelangelo Foundation.
British & South African, born 1965
Mr van Zyl was appointed to the Board of Directors in 2014 and appointed Chief Executive Officer with effect from January 2015.
Mr van Zyl holds a BCom degree from the University of Stellenbosch and qualified as a Fellow member of the Institute and Faculty of Actuaries (United Kingdom) in 1994. He is also a Fellow member of the Actuarial Society of South Africa and completed the Harvard AMP program in 2005. Mr van Zyl was group actuary of the financial services group Metropolitan Holdings from 2001 and headed up its corporate business from 2006. In 2008 he was appointed as a director and chief executive of Metropolitan Holdings.
Following the listing of MMI Holdings (renamed Momentum Metropolitan Holdings) in 2010, resulting from the merger between Metropolitan and Momentum, he was appointed as a director and deputy group chief executive with oversight of the group's health, international, investments and employee benefit operations. He currently also serves on the boards of Pension Insurance Corporation plc, Pension Insurance Corporation Group Limited, Prescient Investment Management China Limited and is also a director of the Investment Advisor and of various subsidiaries of Reinet Fund.
Non-Executive Director British & Swiss, born 1952
Mr Grieve was appointed to the Board of Directors in 2008. He retired as Chief Executive Officer in December 2014.
Mr Grieve served as Chief Financial Officer from 2008 to 2011 and as Chief Executive Officer from 2012 to 2014. He remains on the Board of Directors as a Non-Executive Director of both the General Partner and Fund Manager.
Mr Grieve was appointed to the board of directors of Richemont S.A. (the predecessor company to Reinet Investments S.C.A.) in 2004. Mr Grieve holds a degree in business administration from Heriot-Watt University, Edinburgh and is a member of the Institute of Chartered Accountants of Scotland. Prior to joining Richemont's predecessor companies in 1986, he worked with the international auditing firms now known as PricewaterhouseCoopers and Ernst & Young. He served as Richemont's Company Secretary from 1988 to 2004 and as Director of Corporate Affairs from 2004 to 2016.
Non-Executive Director
British & South African, born 1955 Mr Malherbe was appointed to the Board of Directors in 2009.
Mr Malherbe qualified as a chartered accountant in South Africa in 1984 having commenced his career with a predecessor firm to PricewaterhouseCoopers. He then joined the Corporate Finance Department of Rand Merchant Bank in 1985 and was a general manager of the bank before moving to Rembrandt Group Limited in 1990, also being involved with Richemont at that time.
He was appointed as Director – Investments of Rembrandt in 1993 and served in this position until the formation of VenFin Limited in 2000 where he served as Chief Executive Officer until 2006. Thereafter he held the position of Deputy Chairman of VenFin Limited until November 2009 at which time Remgro Limited acquired all the shares in VenFin Limited.
He was appointed as a Non-Executive Director to the board of CFR SA in September 2010 and assumed the role of Deputy Chairman in September 2013. He also serves as a director on boards of a number of companies, including Remgro Limited and Pension Insurance Corporation Group Limited.
The Company owns the entire ordinary share capital of Reinet Fund, a specialised investment fund established as a partnership limited by shares (société en commandite par actions) under the laws of Luxembourg.
As a partnership limited by shares, Reinet Fund is managed by a general partner rather than a board of directors. The general partner is the Fund Manager, a limited company established in Luxembourg (société anonyme), which also owns 1 000 management shares in Reinet Fund and which has unlimited liability for any obligations of Reinet Fund that cannot be met from the assets of Reinet Fund.
The directors of the Fund Manager are:
JOHANN RUPERT Chairman (For biographical details see page 29)
Chief Executive Officer (For biographical details see page 29)
ALAN GRIEVE Non-Executive Director (For biographical details see above)
Non-Executive Director Dutch, born 1968 Mr Grundmann was appointed to the Board of Directors in September 2012.
Mr Grundmann holds a law degree from the Faculty of Law of the University of Amsterdam. He joined Richemont in January 1996 and is its Company Secretary and Director of Corporate Affairs. He held the position of Company Secretary of both the General Partner and Fund Manager from 2009 to January 2023. He has been Reinet's General Counsel and responsible for its legal affairs from 2011 to January 2023 and serves on the boards of a number of companies in which Richemont or Reinet hold an interest.
He is a member of the Dutch Association of Corporate Litigation.
Ms Longden was appointed to the Board of Directors in September 2012.
Ms Longden is a Fellow of the Institute of Chartered Accountants in England and Wales and holds a Masters in Business Administration from the Sacred Heart University, John F. Welch College of Business in Luxembourg. Prior to joining Reinet in 2009, Ms Longden worked in the accountancy profession and international insurance industry. She is also a director of various subsidiaries of Reinet Fund.
The Company is managed by a general partner and as such it has no board of directors, executive management or employees. As a consequence, aspects of corporate governance which relate, amongst others, to the composition, organisation and proceedings of the board of directors and executive management, the establishment of board committees and related processes of a public company established in Luxembourg are not directly applicable to the Company.
REINET INVESTMENTS S.C.A.
In accordance with Luxembourg law, a board of overseers (Collège des Commissaires) has been appointed to review the activities of the Company (the 'Board of Overseers'). The Board of Overseers' role is one of oversight and control in addition to the specific powers conferred upon the Board of Overseers by virtue of the Statutes. It has no executive responsibility for the management of the Company except that the Board of Overseers may be consulted by the General Partner on such matters as the General Partner may determine and no action of the General Partner that may exceed its powers shall be valid unless authorised by the Board of Overseers.
The Board of Overseers of the Company has also been appointed as the Board of Overseers of Reinet Fund. Each of the members of the Board of Overseers is independent from the General Partner and the Fund Manager.
The members of the Board of Overseers may not be directors or employees of the General Partner or of the principal shareholder of the General Partner or any entity in which the Company has a material direct or indirect interest.
The Board of Overseers reports each year to the annual general meeting of shareholders on the results of the mandate entrusted to it, making such recommendations as it considers appropriate.
Every second year the Board of Overseers conducts a self-assessment of its role, accountability, composition and effectiveness. A self-assessment was performed in respect of the year ended 31 March 2024.
In addition to its role as defined by law, the Board of Overseers also acts as the audit committee of the Company and Reinet Fund.
The functions of the Board of Overseers include notably:
During the year under review, the Board of Overseers met physically on three occasions and in addition four meetings were held by conference calls. All the members attended all of the conference calls. Subsequent to the year-end, the Board of Overseers also met on 24 April 2024 and on 14 May 2024 to review and discuss with the approved statutory auditor the statutory and consolidated financial statements of the Company and recommended that these be presented to the annual general meeting of shareholders of the Company for approval.
Mr John Li is the chairman of the Board of Overseers.
The members of the Board of Overseers are:
Chairman
Mauritian & Luxembourger, born 1960
Mr Li was appointed to the Board of Overseers in August 2015.
Mr Li is a non-executive director and a partner of The Directors' Office, a company of independent and non-executive directors. Previously he was a managing partner of KPMG Luxembourg and a member of the KPMG global investment management leadership team, as well as chairman of the supervisory board for KPMG Luxembourg. Mr Li is a Fellow of the Institute of Chartered Accountants in England and Wales and a former member of the Board of the Institut Luxembourgeois des Administrateurs (Institute of Directors in Luxembourg) for 12 years. His expertise lies in investment funds, banking and wealth management.
Luxembourger, born 1947
Mr Prussen was appointed to the Board of Overseers in September 2009.
Mr Prussen graduated as a doctor at law in 1971 and holds a diploma from the 'Institut d'Etudes Politiques' of the University of Grenoble. During the same year he became a member of the Luxembourg Bar and since 1975 has been a partner in Elvinger Hoss Prussen, a Luxembourg legal firm. Mr Prussen is a member of the International Bar Association, the Luxembourg Section of the International Fiscal Association and the Luxembourg Association for Arbitration. He is the author of various publications in the field of tax law, arbitration, securities laws and the law relating to undertakings for collective investments.
British & Swiss, born 1955
Mr Robertson was appointed to the Board of Overseers in October 2018.
Mr Robertson is a member of the Institute of Chartered Accountants of Scotland and EXPERTsuisse. He has over 30 years of experience with KPMG auditing financial institutions and also advising them in areas of risk and regulation, transformation, and M&A. He served on both the Executive Committee and the Board of Directors of KPMG Switzerland for 12 years. He also served as the KPMG Global Financial Services Deal Advisory leader for 11 years. He retired from KPMG at the end of September 2018 and was voted on to the board of EFG International AG effective from 1 October 2018.
British & Luxembourger, born 1952
Mr Rowlands was appointed to the Board of Overseers in August 2016.
Mr Rowlands was the Head of Financial Risk at the European Investment Bank ('EIB'), the development bank of the EU, based in Luxembourg, until his retirement on 30 June 2018. He joined the EIB in 1988 and worked in various senior roles involving internal audit, credit risk, infrastructure funding and project finance. Previously, Mr Rowlands was with PricewaterhouseCoopers Luxembourg and during this time spent two years with the European Court of Auditors, also based in Luxembourg. Mr Rowlands is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Institute of Internal Auditors and an INSEAD – certified independent director. His expertise lies in financial and credit risk management, internal audit and corporate governance.
The Statutes provide for a Board of Overseers composed of at least three members. The members of the Board of Overseers are appointed by a resolution of the annual general meeting of shareholders by a simple majority of the votes cast. The annual general meeting of shareholders fixes the term of their office. They may be re-elected. Their appointment is not subject to the approval of the General Partner.
Neither the Company nor Reinet Fund has any employees. Rather, both entities pay fees to their respective managers, the General Partner and the Fund Manager, in respect of the management services provided.
The Company is managed by its General Partner. In accordance with the Statutes, the Company reimburses the General Partner for its expenses incurred in the ordinary course of business, including but not limited to the remuneration of its staff, costs attributable to its directors' remuneration, taxes, rentals and any other disbursements, and pays an annual administration fee equal to 10 per cent of such expenses. During the year ended 31 March 2024, the Company paid € 1.5 million to the General Partner in respect of the costs that it had incurred, out of which € 0.3 million related to the costs attributable to its directors' remuneration, and € 0.1 million to the related administration fee.
The Company's wholly-owned subsidiary, Reinet Fund, is managed by the Fund Manager. Reinet Fund reimburses the Fund Manager for its expenses incurred in the ordinary course of business including but not limited to the remuneration of its staff, costs attributable to its directors' remuneration, taxes, rentals and any other disbursements, and pays an annual administration fee equal to 10 per cent of such expenses. Any such amounts payable to the Fund Manager are deductible from any management fees payable to the Investment Advisor (see Significant Agreements).
The annual general meeting of shareholders sets the remuneration
of the members of the Board of Overseers. An annual compensation of € 70 000 per annum for each of the members of the Board of Overseers was approved at the annual general meeting of shareholders held on 29 August 2023.
Details of shareholdings by members of the Board of Directors of the General Partner are given in note 13 to the consolidated financial statements on page 69 of this report.
As noted previously, the General Partner holds 1 000 management shares in the Company.
The Company has procedures in place requiring persons connected with the Company, Reinet Fund, the General Partner, the Fund Manager and the Investment Advisor not to trade in the Company's securities during closed periods in advance of the release of financial information in respect of the Company or at other times when they may be in possession of price-sensitive information. Approval of transactions involving the Company's securities is required from Mr Rupert, Mr Malherbe or Mr van Zyl and transactions by persons discharging managerial responsibilities are disclosed on the Company's website and information relating to such transactions is published in a manner that ensures the effective dissemination of information to the public.
There were no loans outstanding to members of the Board ofDirectors of the General Partner during the year or at 31 March 2024.
At 31 March 2024, the Company owed € 1.1 million to the General Partner and Reinet Fund owed € 9.0 million to the Fund Manager.
The Company is managed by its General Partner. The Company reimburses the General Partner for its expenses incurred in the ordinary course of business, including but not limited to the remuneration of its staff, costs attributable to its directors' remuneration, taxes, rentals and any other disbursements, and pays an annual administration fee equal to 10 per cent of such expenses (see Remuneration).
The Company's wholly-owned subsidiary, Reinet Fund, is managed by the Fund Manager. Reinet Fund reimburses the Fund Manager for its expenses incurred in the ordinary course of business including but not limited to the remuneration of its staff, costs attributable to its directors' remuneration, taxes, rentals and any other disbursements, and pays an annual administration fee equal to 10 per cent of such expenses (see Remuneration).
Under the terms of the Investment Advisory Agreement dated 9 October 2008, as amended on 24 May 2010, 10 November 2011, 7 December 2018 and 1 October 2020 between Reinet Fund and the Investment Advisor, Reinet Fund pays both management fees and performance fees to the Investment Advisor.
Mr van Zyl, who is a Director of the General Partner, is also a member of the Board of Directors of the Investment Advisor.
REINET INVESTMENTS S.C.A.
The management fee is payable to the Investment Advisor at a rate of 1 per cent per annum on the NAV of Reinet Fund, excluding cash and interests in funds managed by third parties. It is calculated semi-annually based on the closing NAV at the end of the previous six-month period.
The management fee in respect of cash is calculated at a rate of one quarter of 1 per cent per annum.
No management fee is payable in respect of funds managed by third parties except where the fee payable to the third-party has been negotiated to a level below 1 per cent per annum and below the level payable by other investors in a fund. In such circumstances, the difference between the fee payable to the third-party manager and 1 per cent is payable to the Investment Advisor.
Investments as a limited partner in funds under the management of a management company in which Reinet Fund is an investor are not treated as being managed by third parties; the management fee is payable at 1 per cent per annum to the Investment Advisor. However, such a fee payable to the Investment Advisor is reduced by any management fee paid by Reinet Fund to the management company, net of income received by Reinet Fund on its investment in the management company in terms of its share of the management fees earned by (but not carried interest attributable to) the management company.
The management fee for the year under review amounted to € 48 million, of which € 11 million is paid to the Fund Manager.
As detailed in the Company Prospectus, issued when the Company was established in 2008 as part of the Richemont reorganisation which was approved by the former Richemont unitholders, the performance fee in any period is to be calculated as 10 per cent of the Cumulative Total Shareholder Return at the end of the Performance Measurement Period, adjusted for all dividends and returns of capital to the Company's shareholders, less the sum of all performance fees paid in previous Performance Measurement Periods. Following a recent revision, the Cumulative Total Shareholder Return will be the difference between the volume weighted average market price of the Company's shares on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange over the last 20 trading days of each financial year of the Company less the Initial Price, calculated as the volume weighted average market price of the Company's shares on the Luxembourg Stock Exchange over the first 60 trading days following the third day after the conclusion of the rights issue in December 2008. The Initial Price, calculated over the trading period from 22 December 2008 to 19 March 2009, is € 7.1945.
A performance fee of € 90 million is payable as of 31 March 2024 (31 March 2023: € nil).
The Investment Advisor shall be entitled to all accrued but unpaid management fees and performance fees should the Fund Manager (acting on the instructions of the Board of Overseers) terminate the Investment Advisory Agreement with notice. Such entitlement will not arise where the Fund Manager (acting on the instructions of the Board of Overseers) is entitled to, and does, terminate the Investment Advisory Agreement immediately or if the Investment Advisory Agreement terminates automatically.
Individuals who are involved in the management of the Company, the General Partner or the Fund Manager may also be involved in the management of other industrial and investment companies, including but not limited to CFR SA and Remgro Limited.
There is a possibility that these individuals may have a conflict of interest between the duties they owe to the Company or Reinet Fund and the duties they owe to the other entities relying upon their expertise. Such a conflict may arise in relation to, in particular, proposed investment opportunities. The Company and Reinet Fund will be managed to avoid any such conflicts of interest in all possible circumstances, as is also formalised in a conflicts of interest policy which was adopted by the Boards of the General Partner and Fund Manager. If a conflict of interest in relation to an investment opportunity would arise between any entities affiliated with Rupert family interests the opportunity to co-invest may be offered to the appropriate entities (taking into consideration, among other things, the investment objective, policies and restrictions of each of those entities). Specifically, in terms of the Company Prospectus and the conflicts of interest policy it is expected that any investments in luxury goods businesses will be made by CFR SA.
At 31 March 2024, the Company had 195 941 286 ordinary shares and 1 000 management shares of no-par value in issue.
At 31 March 2024, the Company held 14 151 395 ordinary shares as treasury shares. The voting and dividend rights attached to treasury shares are suspended. Therefore, the total number of voting rights at 31 March 2024 was 181 790 891.
The General Partner holds 1 000 management shares in the Company, being 100 per cent of the management shares in issue.
The Anton Rupert Trust, the Anton Rupert Descendants Trust and affiliated parties hold some 48.8 million ordinary shares representing 24.93 per cent of the Company's issued share capital.
The group of parties regarded as being affiliated to the Anton Rupert Trust and the Anton Rupert Descendants Trust includes entities and persons which are not necessarily closely connected with persons discharging managerial responsibilities within the Company, as defined in Article 3 paragraph 1 of the EU Regulation No 596/2014 on Market Abuse (the 'Market Abuse Regulation'). As a consequence, share dealings by such entities or persons are not disclosed as dealings by connected parties in terms of the Market Abuse Regulation.
On 20 September 2022, M&G Plc notified the Company that accounts under management of M&G Investments Southern Africa (Pty) Limited (previously Prudential Investment Managers) held 5.01 per cent of the shares and voting rights in the Company increasing above the 5 per cent threshold and an increase from 3.8 per cent previously reported.
On 24 December 2021, the Public Investment Corporation notified the Company that it held 15.02 per cent of the shares and voting rights in the Company.
On 28 June 2021, Allan Gray Proprietary Limited notified the Company that accounts under its management held 4.97 per cent of the shares and voting rights in the Company, falling below the 5 per cent threshold.
On 27 April 2020, GIC Private Limited notified the Company that on 22 April 2020 its holding of the shares and voting rights in the Company fell below the 3 per cent threshold, to 2.97 per cent.
Old Mutual Investment Group (Pty) Ltd informed the Company that as from 27 April 2016 its holding on behalf of its clients exceeded 3 per cent of the shares and voting rights in the Company.
As at the date of this report, the Company has not received any other notifications of significant shareholdings in excess of 3 per cent of the shares in issue.
Shareholders' meetings may be convened by the General Partner or by the Board of Overseers. All shareholders are invited to attend and speak at all general meetings of shareholders. Any shareholder may appoint another person, who need not be a shareholder, to represent them at the meeting.
Other than as required by law, resolutions to be approved at a meeting of shareholders will be passed by an absolute majority of those present and voting. There is no quorum requirement for a meeting convened to consider the business ordinarily to be considered by a shareholders' meeting. The business ordinarily to be considered at a shareholders' meeting is the approval of the statutory and consolidated financial statements as presented by the General Partner; the consideration and approval of the appropriation of the result of the year as proposed by the General Partner; the appointment, removal and remuneration of the Board of Overseers; and the discharge to be given to the General Partner and to the members of the Board of Overseers. All other business at an annual general meeting shall be considered only upon a proposal of the General Partner unless otherwise provided for in the law.
Any other matter which does not fall within the scope of an annual general meeting, as set out above, shall be dealt with by way of an extraordinary meeting. An extraordinary meeting shall require that 50 per cent of shareholders of each class of shares is represented, failing which the meeting must be reconvened in accordance with the notice requirements laid down by the law. Resolutions proposed at such a meeting shall be passed by a vote in favour of at least two-thirds of the votes cast, provided that no resolution tabled at such a meeting shall be validly passed unless approved by the General Partner.
The annual general meeting of shareholders of the Company was held on 29 August 2023. Out of a total of 195 941 286 ordinary shares and 1 000 management shares in issue, a total of 135 432 675 ordinary shares (some 69.12 per cent of the total voting rights) and all the 1 000 management shares were represented. The proposals of the General Partner in respect of the resolutions considered at the meeting were approved by an overwhelming majority of the votes.
The notice of the 2024 annual general meeting of shareholders is given on pages 84 to 86 of this report.
The preparation of the statutory and consolidated financial statements of the Company is the responsibility of the General Partner. The Company's role is limited to the holding of the investment in Reinet Fund, the issuance of its own shares and related activities and therefore its own entity financial statements are straightforward. The Board of Directors of the General Partner has established strict rules designed to protect the Company's interests in the areas of financial reporting, internal control and risk management. An internal control process has been defined and implemented by the Board of Directors of the General Partner and approved by the Board of Overseers, with the aim of achieving reliability of financial and accounting information and full compliance with applicable laws and regulations. The internal controls over financial reporting are designed to provide assurance that the financial reporting does not contain any material inadequacies. The level of financial controls that have been established are considered by the General Partner to be adequate for the scale of the Company's and Reinet Fund's operations and their level of complexity.
A risk management function exists and quarterly reports are provided to the Boards of Directors of the General Partner and the Fund Manager, as well as the Board of Overseers.
The internal audit function is outsourced; an internal audit report is provided annually and the internal auditor attends at least one meeting of the Board of Overseers.
Responsibility for management of investment risk and treasury risk is borne by the Board of Directors of the Fund Manager. The dayto-day treasury position is monitored by the Chief Executive Officer and the Chief Financial Officer and policy decisions in respect of the investment of cash resources are taken by the Board of Directors of the Fund Manager.
Investment decisions are the responsibility of the Fund Manager, acting on the advice of the Investment Advisor, as appropriate.
The Company is subject to financial risks, certain of which are discussed in note 5 to the consolidated financial statements on page 53 of this report.
REINET INVESTMENTS S.C.A.
The Company reports to shareholders in accordance with the requirements of Luxembourg law, European regulations and the guidance provided by the Luxembourg Stock Exchange, the Commission de Surveillance du Secteur Financier ('CSSF'), Euronext Amsterdam and Autoriteit Financiële Markten ('AFM'), the Dutch Authority for the Financial Markets. The annual report is the principal source of financial and business information for shareholders. The Company's preliminary announcement of the results for the financial year is usually issued in May each year. In addition to the annual report, the Company publishes its halfyearly unaudited financial report in November, as well as interim management statements in July and January covering the Company's performance during the first and third quarters, respectively, of the financial year. Ad hoc news announcements are made in respect of matters which the Company considers to be of significance to shareholders, in accordance with applicable laws and regulations (including EU Regulation No 596/2014 on Market Abuse) and the specific guidelines laid down by the Luxembourg Stock Exchange, the CSSF, Euronext Amsterdam and the AFM.
The annual report is distributed to all parties who have requested a copy. Investors may request electronic notification that such reports have been published on the Company's website.
All news announcements are distributed by email. Shareholders and other interested parties may ask to be included on the distribution list by contacting the Company Secretary at the Company's registered office or by email ([email protected]) or by registering on the Company's website (http://www.reinet.com/investor-relations/ company-announcements).
Copies of the annual report and half-yearly unaudited financial report, the announcement of the results and ad hoc press releases may also be downloaded from the Company's website (www.reinet.com). A copy of the Statutes of the Company and the Corporate Governance Charter are available on the website.
Statutory and regulatory announcements are filed with the CSSF and the AFM, published on the Company's website and made available to the Luxembourg Stock Exchange and Euronext Amsterdam. The Company's listing on the Johannesburg Stock Exchange is a secondary listing, and pursuant to Section 18.21 of the Johannesburg Stock Exchange Listings Requirements is required to announce on the Stock Exchange News Services the equivalent information that is made publicly available on the Luxembourg Stock Exchange and on Euronext Amsterdam.
The statutory and consolidated financial statements of the Company for the accounting year ended 31 March 2024 were audited by PricewaterhouseCoopers, Société coopérative, approved statutory auditors, Luxembourg.
The Company's approach to sustainability matters and its report on corporate social responsibility for the accounting year ended 31 March 2024 are included in the Sustainability Report appended to the management report on page 37.
The Company publishes the following detailed information as required by Article 11 (1) of the law of 19 May 2006 on takeover bids.
The Company has issued two classes of shares, namely management shares and ordinary shares. The ordinary shares are listed on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a secondary listing.
At 31 March 2024, the Company had 195 941 286 ordinary shares and 1 000 management shares of no par value in issue.
At 31 March 2024, the Company held 14 151 395 ordinary shares as treasury shares. The voting and dividend rights attached to treasury shares are suspended. Therefore, the total number of voting rights at 31 March 2024 was 181 790 891.
The ordinary shares confer on the shareholder the entitlement to participate in and, except for the treasury shares, to vote at meetings of shareholders, with each share carrying the right to one vote. Each share, except for the treasury shares, also entitles each shareholder to receive a proportionate share of any dividend that the Company may declare and a proportionate share of the net assets of the Company on liquidation. The liability of shareholders is limited to the amount of their investment in the Company.
The management shares confer the same rights with regard to voting, dividends and the distribution of assets on liquidation as the ordinary shares. In addition, as the holder of the management shares, the General Partner has broad powers to manage the Company and has unlimited liability for any obligations of the Company that cannot be met out of the assets of the Company. The management shares are not listed.
The ordinary shares are freely transferable. The Company and its shareholders must comply with the requirements of the Luxembourg law of 11 January 2008 on transparency requirements as amended (the 'Transparency Law'), provided however that in addition to the thresholds set out in such law, each shareholder shall, in accordance with the Statutes, be liable to notify the Company of any acquisition or disposal if the proportion of the holding of shares held by the shareholder, whether directly and/or indirectly, including those that are deemed to be controlled by the shareholder in the circumstances contemplated by Article 9 of the Transparency Law, reaches, exceeds or falls below the threshold of 3 per cent, failing which the General Partner may disregard the voting rights attached to the shares and certain restrictions may apply to such shareholdings in accordance with the terms of Article 10 of the Statutes.
The management shares are transferable only to a successor or an additional manager with unlimited liability for the Company's financial liabilities.
The details of significant shareholders within the meaning of the Transparency Law are given on page 33 of this report.
The management shares held by the General Partner confer the same rights with regard to voting, dividends and the distribution of assets on liquidation as the ordinary shares. In addition, as the holder of the management shares, the General Partner shall have broad powers to manage the Company. The General Partner will have unlimited liability for any obligations of the Company that cannot be met out of the assets of the Company.
The Investment Advisor owns 863 581 ordinary shares of the Company as at 31 March 2024 (31 March 2023: 916 512). These shares have been acquired to hedge share appreciation rights and related awards to employees including key executives. Until the rights awarded under these schemes may be exercised by the employees and key executives concerned, the voting rights in respect of these shares may be exercised by the Investment Advisor.
Each issued share represents one vote, except for the treasury shares. The voting and dividend rights attached to the treasury shares are suspended. The rights of a shareholder to participate in a general meeting and to vote in respect of their shares shall be determined with respect to the shares held by the shareholder on the 14th day prior to the general meeting, as required by Luxembourg law. Further information is set out above.
There are no agreements between shareholders which are known to the Company. The Company is not aware of any agreements which may result in restrictions on the transfer of securities or voting rights.
The Company has no executive management or employees. In accordance with Luxembourg law, the management of the Company is carried out by the General Partner, the unlimited shareholder of the Company, which has been designated as such in the Statutes.
The replacement of the General Partner or the appointment of additional managers requires an amendment to the Statutes.
Any proposal to amend the Statutes shall be considered and approved by an extraordinary general meeting of shareholders to be held before a public notary. At any such meeting, 50 per cent of shareholders of each class of shares is required to be present or represented. Resolutions shall be passed by at least two-thirds of the votes cast, provided that no resolution at any extraordinary general meeting of shareholders shall be validly passed unless approved by the General Partner, unless otherwise provided by law and the Statutes. In that respect it is to be noted that no decision of the General Partner on behalf of the Company in respect of the exercise by the Company of any power to amend the Statutes shall be valid unless approved by the Board of Overseers.
The General Partner is vested with the broadest powers to perform all acts of administration in compliance with the Company's corporate objects set out in the Statutes except for matters expressly reserved by Luxembourg law or the Statutes to be approved by the general meeting of shareholders. Certain decisions of the General Partner must be approved by the Board of Overseers.
There are no significant agreements to which the Company is a party and which take effect, alter or terminate upon a change of control of the Company following a takeover bid.
The Company is managed by the General Partner; it has no directors, executive management or employees. Details of the agreements with the General Partner, the Fund Manager and the Investment Advisor are set out on page 32 of this report.
REINET INVESTMENTS S.C.A.
The business philosophy of Reinet Investments S.C.A. ('Reinet Investments') and its subsidiary Reinet Fund S.C.A., F.I.S. ('Reinet Fund', together with Reinet Investments, 'Reinet') is to identify and invest in assets that offer long-term growth potential. Having a long-term view enables Reinet to build sustainable value for stakeholders. Recognising the world's resource limitations and the need for responsible business practices, Reinet looks for responsible management in its investments. The same principles of responsible and ethical business conduct also guide Reinet's own operations and are fundamental to how it conducts business and engages with its stakeholders. Reinet's policies on governance and sustainability outline its willingness to integrate non-financial aspects into its activities and business.
This Sustainability Report, which covers the year ending 31 March 2024, has been prepared in accordance with the X Principles of Corporate Governance of the Luxembourg Stock Exchange (the 'X Principles'), most specifically with Principle number 9 relating to sustainability (see X Principles on page 38). In order to comply with Principle 9 of the X Principles, Reinet has a clearly defined Sustainability Policy that sets out the principles of its approach to key environmental, social and governance topics. Reinet used the Sustainability Accounting Standards Board ('SASB') Standards (specific to the Asset Management and Custody Activities) for the identification of material sustainability topics relevant to its business and stakeholders (see Material Sustainability Topics identified by SASB Standards on page 38).
Overall responsibility for Reinet's sustainability obligations and reporting lies with the board of directors of the general partners of Reinet Investments and Reinet Fund (the 'General Partners'). The General Partners oversee Reinet's long-term sustainability approach by regularly considering its sustainability risks and implementing the Sustainability Policy (see About Reinet on this page). Reinet Fund Manager S.A. (the 'Fund Manager'), whose primary fiduciary duty is to deploy capital for attractive long-term returns, ensures that sustainability topics are considered amongst others in its investing processes.
To ensure Reinet's sustainability approach and disclosures remain compliant, all relevant and regulatory developments in this area are actively monitored. In 2022, Reinet undertook a review to understand the disclosure requirements of existing and upcoming EU regulations, identifying the Corporate Sustainability Reporting Directive ('CSRD') as having the most potential future impact on Reinet. Reinet is monitoring any upcoming implications of the CSRD in Luxembourg to prepare for compliance if applicable.
This report begins with an introduction to Reinet's management structure and investments, followed by an overview of how it takes into account and reports in line with the X Principles. Subsequent sections of the report are then structured in line with relevant SASB topics, including an overview of how Reinet incorporates sustainability into its investment practices and the sustainability approach of key investments. The report concludes by looking ahead at legislative developments for Reinet to consider how this will impact its approach in future.
Reinet Investments is a securitisation vehicle incorporated and existing under the laws of Luxembourg. It is listed on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a secondary listing. Reinet Fund is a wholly owned subsidiary of Reinet Investments and is a closed-ended, specialised investment fund. Reinet Fund is also the investment vehicle for all the investment assets held within the structure.

Reinet Investments and Reinet Fund are each managed by a general partner, respectively Reinet Investments Manager S.A. ('Reinet Investments Manager') and the Fund Manager which carries out the role generally performed by the board of directors and the general management of a corporation and as such neither Reinet Investments nor Reinet Fund has a board of directors, executive management or employees. In addition, Reinet Investments and Reinet Fund are subject to review by the Board of Overseers, which is responsible for monitoring compliance with legal and regulatory obligations, overseeing reporting processes and its integrity, and reviewing the effectiveness of internal control and risk management procedures, among other duties.
Reinet Fund seeks to build partnerships with other investors, specialised fund managers and entrepreneurs to identify and develop opportunities for long-term value creation for its shareholders. Since its formation in 2008, Reinet Fund has invested over € 3.7 billion. This year, Reinet Fund has continued to allocate capital to investments with a primary focus on assets with long-term growth potential across sectors. Listed or regulated investments currently represent in excess of 79 per cent of the net asset value of Reinet Fund ('NAV').
As a result of market movements and portfolio rebalancing over the past years, Pension Insurance Corporation Group Limited ('Pension Corporation'), a UK-based insurance company specialising in securing the liabilities of defined benefit pension schemes, now represents Reinet Fund's largest investment, approximately 56 per cent of the NAV. The investment in British American Tobacco p.l.c. ('BAT') now represents approximately 22 per cent of the NAV. Over the years, the exposure to BAT has been significantly reduced; this represented some 80 per cent of the NAV at 31 March 2009.
The investment in BAT provides Reinet Fund with the capacity to fund new opportunities, either from dividend income, through borrowing, or through the realisation of part of the investment. This ensures that there is liquidity available at the level of Reinet Fund, including during times of market distress, to invest to support long-term performance.
Together, the investments in Pension Corporation and BAT represent approximately 78 per cent of the NAV; each of these investee entities has integrated sustainability in its strategy (see Sustainability approaches for key investments on page 40). Reinet Fund also invests in funds managed by third parties. These include funds managed by Trilantic Capital Partners, TruArc Partners, Milestone Capital, Prescient Investment Management China, ND Capital, Asia Partners and Coatue.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Reinet Fund – Total assets under management | € m | € m |
| Assets | ||
| Listed equity securities | 1 452 | 1 644 |
| Unlisted equity securities and funds | 4 685 | 3 990 |
| Loans and interest receivable | 14 | 19 |
| 6 151 | 5 653 | |
| Cash and cash equivalents | 356 | 288 |
| Other assets | 33 | 32 |
| Total assets | 6 540 | 5 973 |
(See Sustainability approaches for key investments on page 40).
This Sustainability Report has been prepared in accordance with the X Principles, more specifically with Principle number 9 relating to sustainability. The X Principles consist of a list of 10 corporate governance principles set by the Luxembourg Stock Exchange in 2006 with the aim of integrating non-financial considerations into the governance of companies that have securities listed on the Luxembourg Stock Exchange. The latest update from January 2024 highlights the importance of embedding sustainability considerations into the management of environmental, social and governance ('ESG') risks and opportunities, and stronger integration of sustainable aspects into a company's strategy.
Reinet Investments, as a listed entity on the Luxembourg Stock Exchange, is subject to and is in compliance with the X Principles to the extent they are applicable. However, these principles do not apply to unlisted entities and regulated funds and are thus not applicable to its subsidiary Reinet Fund which currently has no sustainability reporting obligations. Despite this, Reinet has, for the purposes of this Sustainability Report, continued to implement the requirements of Principle 9 pertaining to sustainability on a lookthrough basis to Reinet Fund, where relevant.
The board of directors of the General Partners holds ultimate responsibility for Reinet's approach and obligations in respect of sustainability, including considering ESG risks in its strategy. They are also responsible for overseeing the development and implementation of policies and procedures related to key sustainability matters and ensuring the effective monitoring of each policy. The Fund Manager reviews non-financial risks as part of its risk management activities relating to Reinet Fund's investment portfolio. These activities will cover the non-financial risks pertaining to the investee companies, as included in the due diligence policy, relating to:
• Disputes
• Employee matters
In order to improve its approach to sustainability and comply with the applicable laws and regulations, Reinet continuously adapts and develops its policies (see Business Ethics on page 39).
In accordance with Principle 9 of the X Principles, the Sustainability Report is published and accessible on Reinet Investments' website.
As in previous years, Reinet continues reporting in line with selected industry specific SASB topics and metrics (in addition to the X Principles), as the SASB Standards represent a globally recognised and accepted sustainability framework. The SASB Standards were set up in 2011 to enable businesses to identify and communicate industry-specific, financially-material sustainability topics for investors. Given Reinet's business and activities, SASB Standards are the most appropriate recognised international framework in terms of sustainability reporting.
The SASB Standards, specific to the Asset Management and Custody Activities industry, have identified the following sustainability topics as material:
The following section outlines Reinet's response in relation to these material topics, with the exception of Employee Diversity & Inclusion and Financed Emissions (see Omissions from SASB on page 41).
REINET INVESTMENTS S.C.A.
There have been no legal proceedings associated with fraud, insider trading, anti-trust, anti-competitive behaviour, market manipulation, malpractice or other related financial industry laws or regulations in the reporting year in relation to Reinet.
As a result, no monetary losses were recorded in respect of these matters. To address the risk of insider trading and to comply with applicable laws and regulations, Reinet Investments has adopted a Code of Conduct. This restricts persons connected with Reinet Investments, Reinet Fund, the General Partners and with Reinet Investment Advisors Limited (the 'Investment Advisor') from trading in shares issued by Reinet Investments and derivatives thereof ('Reinet securities') when in possession of any price-sensitive information.
Specific approval to buy or sell Reinet securities is required from designated officers of the General Partners. Transactions by members of the Board of Directors of the General Partners and the Board of Overseers, as well as any other persons closely associated with any of them, are published on Reinet's website, in a manner that ensures the effective dissemination of the information to the public and through storage on the regulatory filing mechanism operated by the Luxembourg Stock Exchange.
The Code of Conduct also imposes restrictions on dealings by persons connected with Reinet Investments, Reinet Fund, the General Partners and the Investment Advisor in assets in which Reinet Fund has invested, or may consider investing in.
Reinet's Conflicts of Interest Policy, which was prepared in line with applicable laws and regulations, aims to ensure that Reinet shall make decisions without any conflicts of interest. Furthermore, a policy on Related Party Transactions was adopted by Reinet Investments to provide guidance on the current rules and requirements for reviewing, approving and disclosing all related party transactions.
Developed in November 2023, the Whistleblowing Policy allows anyone involved in the administrative, management or supervisory bodies of the General Partners to report suspected breaches of applicable laws and regulations. The policy protects whistleblowers from retaliation, victimisation or subsequent discrimination, whether they report internally or externally.
For anti-money laundering and counter-terrorist financing matters, a reporting procedure has been put in place by the Fund Manager. Reinet Fund's Anti-Money Laundering and Counter-Terrorist Financing Policy has been updated in November 2023 in compliance with applicable laws, regulations and best practice. This policy is based on a risk-based approach according to which a risk level is allocated to each of Reinet Fund's business relationships (its investors, investees and key counterparties) in order to determine the level of due diligence conducted and the frequency of review. Reinet Fund's commitment to prevent and minimise risks is further strengthened by the risk appetite statement, which was approved by the Board of Directors of the Fund Manager in accordance with Article 4 (4) of the CSSF Regulation 12-02 on the fight against money laundering and terrorist financing, as amended. The statement clearly defines Reinet Fund's risk tolerance, enabling the Fund Manager to effectively assess its risk exposure level, thereby establishing adequate and proportionate controls and processes.
Reinet takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships. It has adopted an Anti-Corruption and Bribery Policy which provides guidance and outlines the responsibilities of all directors and employees of the General Partners, and of those working for and on Reinet's behalf, in observing and upholding its position on bribery and corruption. In addition, Reinet uses Transparency International's Corruption Perception Index and a cutting-edge screening tool to assess the risks within its investments.
Finally, Reinet also developed an Anti-Harassment Policy in November 2023, with the purpose of ensuring an environment free from any form of harassment and prohibiting wilful discrimination based on age, sexual orientation, ethnicity, race, religion or disability.
Key policies are subject to regular internal reviews and any changes are properly communicated to and well understood by relevant individuals, with training provided on any new or updated policies as required. Additionally, a compliance review is conducted periodically by the internal auditor to ensure Reinet Investments and Reinet Fund comply with their key policies. Any potential issues identified from the assessment are promptly discussed and reported to the Board of Overseers and the General Partners, followed by appropriate corrective actions if required.
To ensure that policies are followed and understood they are available to all employees of the General Partners, and compliance is assessed annually.
Reinet Investments' customers are deemed to be its shareholders. To ensure that shareholders are provided with timely and comprehensible information relating to Reinet Investments, Shareholder Communication Policy has been adopted. This policy creates a framework for communication of transparent and relevant information to enable all shareholders to exercise their rights.
Reinet Investments' Annual Report is the principal source of financial and business information for shareholders. The Annual Report is distributed to all parties who have requested a copy. Electronic notification that such reports have been published on Reinet's website is available on request. In addition, Reinet Investments prepares a half-yearly report, supplemented by quarterly updates to provide further insight into the investment activities and performance over the relevant reporting period. All information required by laws and regulations, along with the combined Annual Report and Sustainability Report, is available to shareholders on a dedicated section of the website.
Reinet aims to conduct business in a manner that limits complaints. A Complaints Management Policy is in place to ensure that complaints are handled properly and promptly while meeting the complainant's interests, in line with applicable regulation issued by the Commission de Surveillance du Secteur Financier ('CSSF'). The complaints handling procedure is available on the Reinet Investments' website.
Incorporation of ESG Factors in Investment Management & Advisory As an investor, Reinet Fund, the wholly owned subsidiary of Reinet Investments, intends to act responsibly and ethically, and invest in companies that share its business philosophy to think long-term about business and material sustainability risks. This commitment is contained in the standalone sustainability policy that applies to both Reinet Investments and Reinet Fund.
In order to consider ESG as part of investment decisions, the Fund Manager assesses the non-financial risks associated with its investments as part of the due diligence process prior to the acquisition of new assets. Reinet Fund has a Due Diligence Policy and Checklist which sets out the process to be followed in respect of due diligence to be conducted, intending to gain a thorough understanding of prospects for each investment and evaluate potential and inherent risks it faces or may have to face in the future. It covers a review of, if relevant, employment practices of the target company, anti-corruption policies and enforcement, environmental reports or audits, and checks for compliance with all relevant environmental laws.
The outcome of the due diligence analysis is considered in assessing whether or not to proceed with an investment opportunity. Where important areas have been identified, regular monitoring of investee entities takes place alongside quarterly reporting on key trends and risks where relevant.
Reinet Fund's major investments, Pension Corporation and BAT, operate in highly regulated industries and/or public markets. They have both integrated sustainability within their business practices and publicly report on material topics in line with externally recognised sustainability principles and frameworks, as outlined below.
The purpose of Pension Corporation is to pay the pensions of current and future policyholders. The assets Pension Corporation invests in must therefore be sustainable with business models that can survive changing environments. Pension Corporation has focused on assets which are socially beneficial and will meet the needs of society in the future, such as investments in social housing, renewable energy, higher education and long-term infrastructure projects.
Pension Corporation's sustainability strategy incorporates ESG risks in investment decisions as well as engagement with investee companies to improve their sustainability performance. Pension Corporation has published its sustainability policy, while establishing a net zero working group to support its commitment to reach net zero within its investment portfolio by 2050. In 2023, Pension Corporation published its ESG and TCFD reports, and took steps towards launching its sustainability strategy and publishing standalone stewardship and ESG policies.
BAT has an open dialogue with stakeholders at local, regional and global levels on key sustainability issues affecting its industry. BAT's own sustainability strategy is built on improving the health impact of its business by giving customers greater choice and deploying worldclass science in the development of products. It has made significant progress to develop and grow new categories of reduced risk products to meet evolving consumer preferences. This is supported by other sustainability priorities, ie (a) environmental strategy which includes carbon neutrality, water, waste and sustainable agriculture, (b) social impact strategy which includes human rights, farmer livelihood, health and safety, people and culture and (c) robust corporate governance.
In 2022, BAT committed to a new low-carbon transition plan that aims to halve absolute emissions across its value chain by 2030. In 2023, BAT updated its double materiality assessment undertaken in 2022, guided by the latest available European Sustainability Reporting Standards ('ESRS') to align with key elements of reporting frameworks such as the CSRD. BAT published its Combined Annual and Sustainability report 2023 on its website.
Aside from Pension Corporation and BAT, certain other funds in which Reinet Fund invests have also incorporated sustainability factors evaluating the ESG risks and opportunities associated with investments through pre-acquisition due diligence, as outlined below.
Substantial commitments have been made over the years to funds managed by Trilantic Capital Partners and TruArc Partners. These operations both have well established sustainability principles and practises which guide their investment strategy and operating models.
Asia Partners has a responsible investment policy and is committed to (a) ensuring ESG issues are identified and managed responsibly in their business activities and relationships, and to (b) investing in businesses with the intent to contribute to measurable positive social or environmental impacts, alongside financial returns, and (c) strive to ensure that impact considerations are purposefully integrated throughout the investment lifecycle.
In 2022, Reinet Fund invested in a fund managed by Coatue, an American technology-focused investment manager. Coatue, a signatory to the United Nations Principles for Responsible Investment ('UN PRI'), invests in public and private markets with a focus on technology, media, telecommunication, the consumer and health care sector, and supports sustainable innovation in a range of ways.
In summary, Reinet aims to make value-aligned investment decisions that offer long-term growth potential to its shareholders. It also recognises that the sustainability landscape is continuously evolving and that there is growing stakeholder expectation for greater investment clarity and more responsible investment strategies. To respond to this, Reinet aims to advance its reporting ambitions year-on-year and if required work alongside third-party
sustainability experts to support it on its journey. Reinet has defined its Sustainability Policy and aims to comply with recognised international standards and frameworks for sustainability, developing a roadmap identifying priority sustainability areas and actions to improve transparency and disclosure. Reinet Fund assesses the activities of investee entities regularly as part of its on-going review of its investment portfolio and of the risk management process, in which sustainability factors are incorporated. Reinet Fund has not adopted a formal proxy voting policy and is not required to do so pursuant to laws and regulations applicable to it; currently it holds no formal measurement for the amount of assets under management that employ the integration of sustainability issues and sustainability-themed investing or screening.
REINET INVESTMENTS S.C.A.
Owing to the structure of the business, some topics identified by SASB as material to the Asset Management and Custody Activities industry do not apply to Reinet.
Reinet does not have any operations, executive management, non-executive management, professionals or other employees of its own. This means that considerations of employee diversity and inclusion are not applicable to Reinet.
In 2023, SASB introduced new topics and metrics covering financed emissions, on which entities are expected to report for annual periods beginning on/or after 1 January 2025. Reinet will be closely monitoring the regulatory implications of CSRD regarding disclosures of financed emissions and will take necessary steps to disclose such information if this is deemed applicable in future.
As required under applicable laws and regulations, Reinet Investments has entrusted the custody of its assets to Banque de Luxembourg, a credit institution established in Luxembourg. Banque de Luxembourg is also in charge of the supervision of Reinet Fund's assets.
Future ambitions for Reinet's approach to sustainability disclosure include continuing to report annually in line with the SASB Standards (as applicable) and Principle number 9 of the X Principles. Reinet will continue exploring ways to pursue investments that are aligned with sustainability goals.
Reinet is currently assessing its readiness for the implementation of CSRD, and is closely monitoring its applicability within Luxembourg. Reinet will undertake an ongoing review to stay abreast of future guidelines, particularly any European Financial Reporting Advisory Group publications regarding CSRD, as well as any other regulatory developments that may impact its future reporting.
Reinet has a clearly defined Sustainability Policy that has been communicated internally and plans to use it to enhance its commitment and overall approach to sustainability going forward.
The General Partner, acting on behalf of the Company, represented by Wilhelm van Zyl, its Chief Executive Officer and Diane Longden, its Chief Financial Officer, confirms that:
The consolidated financial statements for the year ended 31 March 2024 on pages 45 to 71 and the Company financial statements on pages 75 to 80 of this report were approved for submission to the annual general meeting of shareholders by the Board of Directors of the General Partner and signed on its behalf by Wilhelm van Zyl and Diane Longden.
Wilhelm van Zyl Diane Longden Chief Executive Officer Chief Financial Officer
Reinet Investments Manager S.A. General Partner
Luxembourg, 23 May 2024
Pursuant to Articles 600-2 and 443-2 of the Luxembourg company law and Article 18 of the Statutes, we hereby report to the shareholders' meeting in respect of the accounting year ended 31 March 2024 and the financial statements prepared for such period.
REINET INVESTMENTS S.C.A.
The consolidated and statutory financial statements of the Company have been audited by the approved statutory auditor, PricewaterhouseCoopers, Société coopérative, Luxembourg, in accordance with international standards on auditing. The audit reports on the consolidated and statutory financial statements of the Company are presented on pages 72 and 82 of this report, respectively.
We refer to those consolidated and statutory financial statements, which we have reviewed and discussed with the approved statutory auditor who is of the opinion that these provide a true and fair view of the financial situation of the Company.
During the period referred to previously, we met regularly with management, reviewed the quarterly financial reports of the Company and have been kept fully informed by the Board of Directors of the General Partner about developments in the Company.
The Board of Overseers recommends that the consolidated and statutory financial statements of the Company, to be presented to the annual general meeting of shareholders of the Company, be approved.
The Board of Overseers Reinet Investments S.C.A.
Luxembourg, 27 May 2024
| 45 Consolidated balance sheet 46 Consolidated statement of comprehensive income 47 Consolidated statement of changes in equity 48 Consolidated cash flow statement 49 Notes to the consolidated financial statements 72 Audit report 75 Company financial statements 75 Balance sheet 76 Profit and loss account 77 Notes to the financial statements 81 Proposed appropriation of retained earnings 82 Audit report |
45 | Consolidated financial statements |
|---|---|---|
Reinet Investments S.C.A. (the 'Company') has determined that it meets the definition of an investment entity under International Financial Reporting Standard 10, as a result, its subsidiaries are consolidated in the fair value of Reinet Fund S.C.A., F.I.S., which is disclosed as one line item in the consolidated balance sheet and elsewhere in the consolidated financial statements as 'financial assets held at fair value through profit or loss'. The consolidated net asset value, income and cash flow statements are, however, disclosed in more detail in the business overview as in prior years.
REINET INVESTMENTS S.C.A.
| 31 March 2024 | 31 March 2023 | ||
|---|---|---|---|
| Notes | € m | € m | |
| ASSETS | |||
| Non-current assets | |||
| Financial assets held at fair value through profit or loss | 4, 5 | 6 185 | 5 721 |
| Total assets | 6 185 | 5 721 | |
| EQUITY | |||
| Equity attributable to the shareholders | |||
| Share capital | 8 | 220 | 220 |
| Share premium | 770 | 770 | |
| Treasury shares | 8 | (222) | (222) |
| Non-distributable reserve | 9 | 22 | 22 |
| Retained earnings | 5 394 | 4 930 | |
| Total equity | 6 184 | 5 720 | |
| LIABILITIES | |||
| Current liabilities | |||
| Amounts owed to affiliated undertakings – becoming due and payable after less | |||
| than one year | 10 | 1 | 1 |
| Total liabilities | 1 | 1 | |
| Total equity and liabilities | 6 185 | 5 721 | |
| Net asset value per share (€ per share) (based on 181.8 million shares (31 March 2023: 181.8 million shares)) |
34.02 | 31.46 |
The notes on pages 49 to 71 are an integral part of these consolidated financial statements.
| Year ended 31 March 2024 |
Year ended | ||
|---|---|---|---|
| Notes | € m | 31 March 2023 € m |
|
| Income | |||
| Dividend received from Reinet Fund S.C.A., F.I.S. | 58 | 55 | |
| Net change in the fair value of financial assets at fair value through profit or loss | 4 | 464 | (171) |
| Total income | 522 | (116) | |
| Expenses | |||
| Operating expenses | 3 | 4 | |
| Total expenses | 3 | 4 | |
| Profit/(loss) for the year | 519 | (120) | |
| Earnings per share from profit/(loss) for the year (€ per share) | |||
| – basic and diluted | 12 | 2.85 | (0.66) |
The notes on pages 49 to 71 are an integral part of these consolidated financial statements.
| Attributable to the shareholders | ||||||
|---|---|---|---|---|---|---|
| Equity holders' |
Treasury | Non distributable |
Retained | |||
| capital | shares | reserve | earnings | Total | ||
| Note | € m | € m | € m | € m | € m | |
| Balance at 31 March 2022 | 990 | (223) | 22 | 5 101 | 5 890 | |
| Dividend paid | – | – | – | (51) | (51) | |
| Repurchased shares | 8 | – | 1 | – | – | 1 |
| Loss attributable to the shareholders | – | – | – | (120) | (120) | |
| Balance at 31 March 2023 | 990 | (222) | 22 | 4 930 | 5 720 | |
| Dividend paid | – | – | – | (55) | (55) | |
| Repurchased shares | 8 | – | – | – | – | – |
| Profit attributable to the shareholders | – | – | – | 519 | 519 | |
| Balance at 31 March 2024 | 990 | (222) | 22 | 5 394 | 6 184 |
The notes on pages 49 to 71 are an integral part of these consolidated financial statements.
REINET INVESTMENTS S.C.A.
| Year ended | Year ended | |
|---|---|---|
| 31 March 2024 | 31 March 2023 | |
| € m | € m | |
| Cash flows from operating activities | ||
| Dividend received from Reinet Fund S.C.A., F.I.S. | 58 | 55 |
| Operating expenses | (3) | (6) |
| Net cash from operating activities | 55 | 49 |
| Cash flows used in financing activities | ||
| Repayment of capital by Reinet Fund S.C.A., F.I.S. | – | 40 |
| Repurchased shares | – | (45) |
| Dividend paid | (55) | (51) |
| Net cash used in financing activities | (55) | (56) |
| Net movement in cash and cash equivalents | – | (7) |
| Cash and cash equivalents at beginning of the year | – | 7 |
| Cash and cash equivalents at end of the year | – | – |
The notes on pages 49 to 71 are an integral part of these consolidated financial statements.
REINET INVESTMENTS S.C.A.
Reinet Investments S.C.A. (the 'Company') is established in Luxembourg as a partnership limited by shares (société en commandite par actions) and is governed by the Luxembourg law on securitisation. The Company's registered office is at 35, boulevard Prince Henri, L-1724 Luxembourg.
The Company is managed by Reinet Investments Manager S.A. (the 'General Partner'), a limited company established in Luxembourg (société anonyme), which also owns 1 000 management shares in the Company. The General Partner is liable for any obligations of the Company that cannot be met out of the assets of the Company. The General Partner's registered office is at 35, boulevard Prince Henri, L-1724 Luxembourg.
The Company owns the entire ordinary share capital of Reinet Fund S.C.A., F.I.S. ('Reinet Fund'), a specialised investment fund established as a partnership limited by shares (société en commandite par actions) under the laws of Luxembourg. Reinet Fund's registered office is at 35, boulevard Prince Henri, L-1724 Luxembourg.
Reinet Fund is managed by Reinet Fund Manager S.A. (the 'Fund Manager'), a limited company established in Luxembourg (société anonyme), which also owns 1 000 management shares in Reinet Fund. The Fund Manager is the general partner in Reinet Fund and is liable for any obligations of Reinet Fund that cannot be met out of the assets of Reinet Fund. The Fund Manager's registered office is at 35, boulevard Prince Henri, L-1724 Luxembourg.
Reinet Fund's objective is to generate long-term capital growth. It aims to achieve this objective by investing over time in a diversified portfolio of securities. Reinet Fund may also seek partners with whom it may co-invest. Reinet Fund is advised by Reinet Investment Advisors Limited (the 'Investment Advisor') under the terms of the investment advisory agreement (the 'Investment Advisory Agreement').
The Company's ordinary shares are listed and traded on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a secondary listing.
These consolidated financial statements have been approved by the Board of Overseers on 14 May 2024, and by the Board of Directors of the General Partner on 23 May 2024 for submission to the annual general meeting of shareholders.
The Company applies International Financial Reporting Standards ('IFRS Accounting Standards') as endorsed by the European Union ('EU'). As part of its ongoing programme, the International Accounting Standards Board ('IASB') has issued new or revised IFRS Accounting Standards during the period covered by these financial statements.
(a) New standards and amended standards adopted in the year: Amendments to IAS 1, Presentation of Financial Statements, became effective for annual periods beginning on or after 1 January 2023. It requires entities to disclose their material accounting policy information rather than their significant accounting policies. To support this amendment, the IASB also amended IFRS Practice Statement 2, Making Materiality Judgements, to explain the application of the materiality concept to accounting policy disclosures. The Amendments also revise IAS 8, Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates, to replace the definition of a change in accounting estimates with a definition of accounting estimates and provide other clarifications to help entities distinguish accounting policies from accounting estimates.
Certain new accounting standards issued by the IASB and new interpretations issued by the International Financial Reporting Interpretations Committee are not yet effective and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect on the consolidated financial statements of the Company.
The principal accounting policies applied in the preparation of these financial statements in so far as they relate to the Company's ongoing activities are set out below. These policies have been consistently applied to both periods presented, unless otherwise stated.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.
The financial statements are prepared in accordance with IFRS Accounting Standards as issued by the IASB and adopted by the EU. These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires the General Partner to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 6.
The Company adopted IFRS 10, which requires that investment entities measure their subsidiaries at fair value through profit or loss.
The General Partner considered all the facts and circumstances when assessing whether the Company qualifies as an investment entity under IFRS 10, such as, but not limited to, its objective of long-term capital appreciation (as reflected in the Company's prospectus, published on 10 October 2008 as last amended on 25 August 2020), and its classification of financial assets at fair value through profit or loss.
IFRS 10 determines that an investment entity is defined as an entity which meets the following conditions:
In assessing whether the Company meets the definition of an investment entity as set out in IFRS 10, the General Partner considered whether the Company has the following typical characteristics, while noting that the absence of any one or more of these characteristics does not necessarily disqualify an entity from being classified as an investment entity:
The Company has multiple investors and owns the entire ordinary share capital of Reinet Fund. The Company is exposed to variable returns from changes in the fair value of Reinet Fund's net assets.
Although the Company does not have multiple investments, the General Partner believes that the Company can be classified as an investment entity due to the fact that it was formed to give its shareholders exposure to the underlying assets held by Reinet Fund. In that respect, it is to be noted that an investment entity may hold a portfolio of investments directly or indirectly, for example by holding a single investment in another investment entity that itself holds several investments. The Company's investments are all held through Reinet Fund. References to Reinet Fund include all underlying subsidiaries.
The Fund Manager further deems Reinet Fund to meet the definition of an investment entity.
Where applicable, the notes to the consolidated financial statements give information at the level of Reinet Fund and its subsidiaries.
Subsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The Company controls Reinet Fund through its 100 per cent holding of the ordinary shares of Reinet Fund. The Company and Reinet Fund operate as an integrated structure whereby the Company currently invests solely into Reinet Fund. No subscriptions or redemptions were made during the year. As at 31 March 2024 and 31 March 2023 there were no capital commitment obligations and no amounts due to Reinet Fund for unsettled purchases.
The change in fair value of Reinet Fund is included in the statement of comprehensive income in 'Net change in the fair value of financial assets at fair value through profit or loss'.
The performance of the Company is measured and reported to the investors in euro. The General Partner considers the euro as the currency which is most appropriate for the representation of the Company's results. The financial statements are presented in euro. The euro is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the balance sheet date.
Where assets and liabilities are denominated in a currency other than the functional currency of the entity that holds such assets and liabilities, foreign exchange gains and losses arising from translation are included in the statement of comprehensive income.
Foreign exchange gains and losses relating to cash and cash equivalents, if any, are included in the statement of comprehensive income.
Foreign exchange gains and losses relating to the financial assets carried at fair value through profit or loss are presented in the statement of comprehensive income within 'Net change in the fair value of financial assets at fair value through profit or loss'.
The Company's investment in Reinet Fund is considered to be its only segment. Segments within Reinet Fund are reported in a manner consistent with the internal reporting provided by the Fund Manager in respect of Reinet Fund. The Fund Manager is the chief operating decision maker and is responsible for allocating resources and assessing performance of the segments.
In the reporting of financial information, the Company uses certain measures that are not required under IFRS Accounting Standards.
Due to the secondary listing of the Company on the Johannesburg Stock Exchange, the Company is required to present 'headline' earnings per share and diluted 'headline' earnings per share, as alternative measures of earnings per share, calculated in accordance with Circular 1/2023 'Headline Earnings' issued by the South African Institute of Chartered Accountants. This is presented on page 67.
REINET INVESTMENTS S.C.A.
The Company classifies its investments based on both the Company's business model for managing those financial assets and the contractual cash flow characteristics of the financial assets. The investment in Reinet Fund is managed and performance is evaluated on a fair value basis. The Company is primarily focused on fair value information and uses that information to assess the financial asset's performance and to make decisions. Consequently, this investment is measured at fair value through profit or loss.
Current assets are those which are expected to fall due, be receivable or realised within 12 months from the balance sheet date. Non-current assets are those where no realisation is currently expected within a 12-month period from the balance sheet date.
Regular purchases and sales of investments are recognised on the trade date – the date on which the Company commits to purchase or sell the investment. Financial assets held at fair value through profit or loss are initially recognised at fair value. Transaction costs are expensed as incurred in the statement of comprehensive income.
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. Where the Company is in the process of restructuring the ownership of an asset, amounts which are to be sold to third parties and where a signed contract of sale exists, are included as assets held for sale.
Subsequent to initial recognition, financial assets held at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value are presented in the statement of comprehensive income within 'Net change in the fair value of financial assets at fair value through profit or loss' in the period in which they arise.
Dividend income from financial assets held at fair value through profit or loss is recognised in the statement of comprehensive income when the Company's right to receive payments is established.
The net asset value of Reinet Fund is determined by the Fund Manager. The Company's policy requires the Fund Manager to evaluate the information about Reinet Fund's financial assets and liabilities on a fair value basis together with other related financial information. The General Partner considers the net asset value of Reinet Fund as determined by the Fund Manager, according to the principles outlined in the next paragraph, to be the best estimate of fair value.
In calculating the fair value of the assets and liabilities held by Reinet Fund, the fair value of financial assets traded in active markets (such as publicly traded securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets is the closing bid price. The fair value of financial assets that are not traded in an active market is determined by the Fund Manager using valuation techniques in accordance with International Private Equity and Venture Capital Valuation ('IPEV') guidelines and in compliance with IFRS 13, Fair Value Measurement. The Fund Manager uses a variety of valuation methods in each case considered to be most appropriate to the assets concerned. Where necessary, valuations are obtained by the Fund Manager from thirdparty experts to support the valuations being used in the financial statements.
Valuation techniques used include the use of comparable recent arm's-length transactions, reference to other instruments that have substantially the same characteristics, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs. For recent investments in unquoted investments, cost may be considered to be the best estimate of fair value (in accordance with the most recent IPEV guidelines and in compliance with IFRS 13), for a limited period after the date of the transaction and in the absence of any indications to the contrary.
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.
Receivables are recognised initially at fair value and are subsequently measured at amortised cost less loss allowance.
Accrued expenses are recognised initially at fair value and are subsequently measured at amortised cost less loss allowance.
Treasury shares are recorded at acquisition price on the trade date. Transaction costs are expensed as incurred in the statement of comprehensive income. A liability is recorded for unpaid amounts under any ongoing share buyback programme.
The Company is registered in Luxembourg and is subject to corporate tax as determined by Luxembourg law.
Reinet Fund may incur withholding taxes imposed by certain countries on investment income and capital gains. Such tax on income or gains is recorded within the fair value of the Company's investment in Reinet Fund.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € m | € m | |
| Financial assets held at fair value through profit or loss | ||
| – Unlisted investments: Reinet Fund | 6 185 | 5 721 |
| Total financial assets at fair value through profit or loss | 6 185 | 5 721 |
| Net change in the fair value of financial assets at fair value through profit or loss: | ||
| – Repayment of capital | – | (40) |
| – Unrealised gain/(loss) | 464 | (171) |
| Total | 464 | (211) |
The investment held is in Reinet Fund, which is considered to be a related party of the Company. Also refer to note 13 for related party disclosures.
The following table presents the movement of the investments held by Reinet Fund for the year ended 31 March 2024:
| Movement | ||||||
|---|---|---|---|---|---|---|
| Opening | Realised | in unrealised | Closing | |||
| balance | gains/ | gains/ | balance | |||
| 1 April | Purchases/ | Sale | (losses) | (losses) | 31 March | |
| Assets held at fair value through profit | 2023 | (repayments) | proceeds | in the year | in the year(1) | 2024 |
| or loss | € m | € m | € m | € m | € m | € m |
| Listed investments | ||||||
| British American Tobacco p.l.c. ('BAT') | 1 561 | – | – | – | (202) | 1 359 |
| Other listed investments | 83 | – | – | – | 10 | 93 |
| Unlisted investments | ||||||
| Pension Insurance Corporation Group | ||||||
| Limited ('Pension Corporation') | 2 787 | – | – | – | 649 | 3 436 |
| Trilantic Capital Partners | 472 | 23 | (55) | 34 | (31) | 443 |
| TruArc Partners | 301 | 46 | (1) | 1 | 25 | 372 |
| Coatue funds | 50 | 20 | – | – | 3 | 73 |
| Asian private equity companies and | ||||||
| portfolio funds | 219 | 4 | (11) | (18) | (23) | 171 |
| Specialised investment funds | 96 | 13 | (17) | – | 16 | 108 |
| United States land development | ||||||
| and mortgages | 26 | (7) | – | – | 2 | 21 |
| Other investments | 58 | 17 | – | (26) | 26 | 75 |
| 5 653 | 116 | (84) | (9) | 475 | 6 151 | |
| Cash and liquid funds | 288 | 356 | ||||
| Other assets and liabilities | (220) | (322) | ||||
| Total | 5 721 | 6 185 |
(1) Unrealised gains/(losses) in the year include accrued interest income from investments.
| Opening | Realised | Movement in unrealised |
Closing | |||
|---|---|---|---|---|---|---|
| balance 1 April |
Purchases/ | gains/ (losses) |
gains/ (losses) |
balance 31 March |
||
| Sale | ||||||
| Assets held at fair value through profit | 2022 | (repayments) | proceeds | in the year | in the year(1) | 2023 |
| or loss | € m | € m | € m | € m | € m | € m |
| Listed investments | ||||||
| BAT | 1 832 | – | – | – | (271) | 1 561 |
| Other listed investments | 100 | – | – | – | (17) | 83 |
| Unlisted investments | ||||||
| Pension Corporation | 2 796 | 6 | – | – | (15) | 2 787 |
| Trilantic Capital Partners | 385 | 22 | (38) | 21 | 82 | 472 |
| TruArc Partners | 202 | 66 | (3) | 1 | 35 | 301 |
| Coatue funds | – | 50 | – | – | – | 50 |
| Asian private equity companies and | ||||||
| portfolio funds | 213 | 22 | (9) | 2 | (9) | 219 |
| Specialised investment funds | 106 | 7 | (6) | 1 | (12) | 96 |
| United States land development | ||||||
| and mortgages | 32 | (11) | – | – | 5 | 26 |
| Diamond interests | 20 | – | (20) | (12) | 12 | – |
| Other investments | 81 | 5 | – | – | (28) | 58 |
| 5 767 | 167 | (76) | 13 | (218) | 5 653 | |
| Cash and liquid funds | 408 | 288 | ||||
| Other assets and liabilities | (243) | (220) | ||||
| Total | 5 932 | 5 721 |
The following table presents the movement of the investments held by Reinet Fund for the year ended 31 March 2023:
(1) Unrealised gains/(losses) in the year include accrued interest income from investments.
REINET INVESTMENTS S.C.A.
The Company has a sole investment in Reinet Fund, therefore the General Partner of the Company relies on the risk management procedures performed by the Fund Manager, and thus the risk management disclosures set out below are at the level of Reinet Fund.
The Company, through its investment in Reinet Fund, is exposed to a variety of financial risks including market risk (ie currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
The Fund Manager seeks to maximise the returns derived for the level of risk to which Reinet Fund is exposed and seeks to minimise potential adverse effects on financial performance. Reinet Fund's investment policy allows it to use derivative financial instruments to both moderate and create certain risk exposures. All investments present a risk of loss of capital. The management of these risks is carried out by the Fund Manager.
Reinet Fund will use different methods to measure and manage the various types of risks to which it is exposed; these methods are explained on the following pages. There have been no changes in the methods used in the year under review.
During the year, global markets continued to be impacted by the effects of the Ukraine crisis, the turmoil in the Middle East, high interest rates and inflation. Whilst inflation has started to fall, high prices continue to put significant pressure on households and consumers as many central banks hold interest rates at current levels to mitigate the inflation concerns. The extent and impact of these factors remain uncertain. As a result, higher levels of risk and uncertainty exist at this time and markets are likely to remain volatile for some time, and thereby continue to have an influence on the value and prospects of the investments held by Reinet Fund.
Reinet Fund – Financial assets and liabilities subject to market risk
| Foreign | ||||
|---|---|---|---|---|
| exchange | Interest | |||
| Total | Price risk | risk | rate risk | |
| 31 March 2024 | € m | € m | € m | € m |
| Assets | ||||
| Listed equity securities | 1 452 | 1 452 | 1 452 | – |
| Unlisted equity securities and funds | 4 685 | 4 685 | 4 620 | – |
| Loans and interest receivable | 14 | – | 14 | 14 |
| 6 151 | 6 137 | 6 086 | 14 | |
| Cash and cash equivalents | 356 | 270 | 354 | – |
| Other assets | 33 | – | 33 | – |
| Total assets | 6 540 | 6 407 | 6 473 | 14 |
| Liabilities | ||||
| Borrowings | (229) | – | (229) | (229) |
| Other liabilities | (126) | – | (4) | – |
| Total liabilities | (355) | – | (233) | (229) |
| Total investment in Reinet Fund | 6 185 |
| Foreign | ||||
|---|---|---|---|---|
| Total | Price risk | exchange risk |
Interest rate risk |
|
| 31 March 2023 | € m | € m | € m | € m |
| Assets | ||||
| Listed equity securities | 1 644 | 1 644 | 1 644 | – |
| Unlisted equity securities and funds | 3 990 | 3 990 | 3 952 | – |
| Loans and interest receivable | 19 | – | 19 | 19 |
| 5 653 | 5 634 | 5 615 | 19 | |
| Cash and cash equivalents | 288 | 234 | 288 | – |
| Other assets | 32 | – | 32 | – |
| Total assets | 5 973 | 5 868 | 5 935 | 19 |
| Liabilities | ||||
| Borrowings | (217) | – | (217) | (217) |
| Other liabilities | (35) | – | (5) | – |
| Total liabilities | (252) | – | (222) | (217) |
| Total investment in Reinet Fund | 5 721 |
REINET INVESTMENTS S.C.A.
Reinet Fund is exposed to price risk. This arises from the investments held by Reinet Fund for which prices in the future are uncertain. The fair value of listed securities is dependent upon stock exchange movements which are determined by the market's expectations reflecting interest rates, sentiment, volatility, currency and other factors both specific to each investment and those affecting the market as a whole. Investments in venture capital and start-up projects will also tend to have higher price volatility than more mature investments.
Where non-monetary financial instruments are denominated in currencies other than the euro, the price initially expressed in foreign currency and then converted into euro will also fluctuate because of changes in foreign exchange rates. Note 5.1.1.2 'Foreign exchange risk' sets out how this component of price risk is managed and measured.
Reinet Fund's policy is to manage price risk through the diversification and selection of securities and other financial instruments. It is expected that this diversification policy will be implemented on a measured basis, over a period of time.
Reinet Fund's exposure to price risk in respect of long-term assets and liabilities was as follows:
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € m | € m | |
| Listed equity securities | ||
| – BAT | 1 359 | 1 561 |
| – Other listed investments | 93 | 83 |
| Unlisted equity securities and funds | ||
| – Pension Corporation | 3 436 | 2 787 |
| – Others | 1 249 | 1 203 |
| Total exposure to price risk | 6 137 | 5 634 |
During the years ended 31 March 2024 and 31 March 2023, Reinet Fund's exposure to various industry sectors was principally in respect of its indirect investments held in BAT and Pension Corporation. This represented some 78 per cent of the net asset value of Reinet Fund as at 31 March 2024 (31 March 2023: 76 per cent).
The table below summarises the sensitivity of Reinet Fund's assets to price movements as at 31 March 2024 and 31 March 2023.
The analysis is based on the assumption that prices would increase or decrease by 20 per cent with all other variables held constant. The change is based on a reasonable possible change in the fair value of the investments held as at year-end.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € m | € m | |
| Effect of a 20 per cent increase in prices | ||
| Effect on equity securities and funds | 1 227 | 1 127 |
| Effect on net assets | 1 227 | 1 127 |
| Effect of a 20 per cent decrease in prices | ||
| Effect on equity securities and funds | (1 227) | (1 127) |
| Effect on net assets | (1 227) | (1 127) |
Reinet Fund operates internationally and holds both monetary and non-monetary assets denominated in currencies other than the euro, primarily the US dollar, sterling and South African rand. Foreign currency risk, as defined in IFRS 7, arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. IFRS 7 considers the foreign exchange exposure relating to non-monetary assets and liabilities to be a component of market price risk not foreign currency risk. The Fund Manager, however, monitors the exposure on all foreign currency denominated assets and liabilities, and hence, the table below has been analysed between monetary and non-monetary items to meet the requirements of IFRS 7.
Reinet Fund's policy is currently to minimise its exposure to monetary foreign exchange movements on liquid funds by holding such liquid funds in euro, US dollar and sterling where there are corresponding US dollar and sterling liabilities. That policy may change to reflect the Fund Manager's view as to the likely development of foreign exchange rates in the medium-term or to take account of requirements for funds for investment purposes in currencies other than the euro. Where appropriate, Reinet Fund may enter into foreign exchange hedging transactions. The exposure to sterling has been partially hedged by borrowings in this currency.
When the Fund Manager formulates a view on the future direction of foreign exchange rates and the potential impact on Reinet Fund, the Fund Manager factors that into its resource allocation decisions. While Reinet Fund may have direct exposure to foreign exchange rate changes on the price of non-euro denominated securities, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings of certain companies in which it invests, most notably BAT and Pension Corporation. For that reason, the sensitivity analysis will not necessarily indicate the total effect on Reinet Fund's net assets of future movements in foreign exchange rates.
Reinet Fund has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Where appropriate, borrowings in foreign currencies may be used as a natural hedge of foreign currency assets. Currency exposure arising from the net assets of the foreign operations is managed where considered necessary through borrowings denominated in the relevant foreign currencies.
| Concentration of assets and liabilities | GBP | USD | ZAR | EUR | Total | |||
|---|---|---|---|---|---|---|---|---|
| by currency | € m | £ m | € m | \$ m | € m | R m | € m | € m |
| Assets | ||||||||
| Monetary assets | ||||||||
| Cash and liquid funds | 178 | 152 | 176 | 190 | – | – | 2 | 356 |
| Non-monetary assets | ||||||||
| BAT | 1 359 | 1 162 | – | – | – | – | – | 1 359 |
| Other listed investments | – | – | 93 | 100 | – | – | – | 93 |
| Pension Corporation | 3 436 | 2 938 | – | – | – | – | – | 3 436 |
| Trilantic Capital Partners | – | – | 399 | 431 | – | – | 44 | 443 |
| TruArc Partners | – | – | 372 | 402 | – | – | – | 372 |
| Coatue funds | – | – | 73 | 79 | – | – | – | 73 |
| Asia private equity companies and | ||||||||
| portfolio funds | – | – | 171 | 185 | – | – | – | 171 |
| Specialised investment funds | 1 | – | 107 | 116 | – | 6 | – | 108 |
| United States land development | ||||||||
| and mortgages | – | – | 21 | 23 | – | – | – | 21 |
| Other investments | 1 | 1 | 54 | 58 | – | – | 20 | 75 |
| Other assets | 33 | 28 | – | – | – | – | – | 33 |
| Total assets | 5 008 | 4 281 | 1 466 | 1 584 | – | 6 | 66 | 6 540 |
| Percentage of total assets | 76.6% | 22.4% | – | 1.0% | 100% | |||
| Liabilities | ||||||||
| Monetary liabilities | ||||||||
| Borrowings | (229) | (196) | – | – | – | – | – | (229) |
| Non-monetary liabilities | ||||||||
| Fees payable, other liabilities and minority | ||||||||
| interest | – | – | (4) | (5) | – | – | (122) | (126) |
| Total liabilities | (229) | (196) | (4) | (5) | – | – | (122) | (355) |
| Percentage of total liabilities | 64.5% | 1.1% | – | 34.4% | 100% | |||
| Reinet Fund NAV | 4 779 | 1 462 | – | (56) | 6 185 | |||
| Percentage of NAV | 77.3% | 23.6% | – | (0.9)% | 100% |
The table below summarises Reinet Fund's assets and liabilities by currency as at 31 March 2024:
REINET INVESTMENTS S.C.A.
The table below summarises Reinet Fund's assets and liabilities by currency as at 31 March 2023:
| Concentration of assets and liabilities | GBP | USD | ZAR | EUR | Total | |||
|---|---|---|---|---|---|---|---|---|
| by currency | € m | £ m | € m | \$ m | € m | R m | € m | € m |
| Assets | ||||||||
| Monetary assets | ||||||||
| Cash and liquid funds | 144 | 126 | 144 | 156 | – | – | – | 288 |
| Non-monetary assets | ||||||||
| BAT | 1 561 | 1 372 | – | – | – | – | – | 1 561 |
| Other listed investments | – | – | 83 | 90 | – | – | – | 83 |
| Pension Corporation | 2 787 | 2 450 | – | – | – | – | – | 2 787 |
| Trilantic Capital Partners | – | – | 436 | 473 | – | – | 36 | 472 |
| TruArc Partners | – | – | 301 | 327 | – | – | – | 301 |
| Coatue funds | – | – | 50 | 54 | – | – | – | 50 |
| Asia private equity companies and | ||||||||
| portfolio funds | – | – | 219 | 237 | – | – | – | 219 |
| Specialised investment funds | 1 | 1 | 93 | 101 | – | 6 | 2 | 96 |
| United States land development | ||||||||
| and mortgages | – | – | 26 | 28 | – | – | – | 26 |
| Other investments | 6 | 6 | 52 | 56 | – | – | – | 58 |
| Other assets | 32 | 28 | – | – | – | – | – | 32 |
| Total assets | 4 531 | 3 983 | 1 404 | 1 522 | – | 6 | 38 | 5 973 |
| Percentage of total assets | 75.9% | 23.5% | – | 0.6% | 100% | |||
| Liabilities | ||||||||
| Monetary liabilities | ||||||||
| Borrowings | (217) | (190) | – | – | – | – | – | (217) |
| Non-monetary liabilities | ||||||||
| Fees payable, other liabilities and minority | ||||||||
| interest | – | – | (5) | (5) | – | – | (30) | (35) |
| Total liabilities | (217) | (190) | (5) | (5) | – | – | (30) | (252) |
| Percentage of total liabilities | 86.1% | 2.0% | – | 11.9% | 100% | |||
| Reinet Fund NAV | 4 314 | 1 399 | – | 8 | 5 721 | |||
| Percentage of NAV | 75.4% | 24.5% | – | 0.1% | 100% | |||
| Changes in value due to movement in foreign | ||||||||
| rates, applying the March 2024 foreign exchange | ||||||||
| rates to the March 2023 assets and liabilities | 123 | 6 | – | – | 129 |
Management of the Fund Manager monitors Reinet Fund's foreign exchange exposure in respect of monetary assets on a weekly basis and the Board of Directors of the Fund Manager reviews it at each meeting.
The table below summarises the sensitivity of Reinet Fund's assets and liabilities to changes in foreign exchange movements at year-end in absolute terms. The analysis is based on the assumption that the relevant foreign exchange rate increased/decreased by 10 per cent to the euro, with all other variables held constant. This increase or decrease in the net assets attributable to shareholders arises mainly from a change in the fair value of UK equities, notably the investments held in BAT and Pension Corporation, and other investments denominated in US dollar that are classified as financial assets held at fair value through profit or loss.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Increase or decrease | Increase or decrease | |
| Movement in each currency against euro | € m | € m |
| Sterling | ||
| Monetary | 5 | 7 |
| Non-monetary | 483 | 439 |
| US dollar | ||
| Monetary | 18 | 14 |
| Non-monetary | 129 | 126 |
Applying current year exchange rates to the 31 March 2023 assets and liabilities would have resulted in an increase in value of some € 129 million, due to the strengthening of sterling and the US dollar.
REINET INVESTMENTS S.C.A.
Interest rate risk arises from the effects of fluctuations in the prevailing levels of market interest rates on the fair value of financial assets and liabilities and future cash flows. Reinet Fund holds fixed interest loans and has long-term borrowings that expose it to fair value interest rate risk.
As at 31 March 2024, Reinet Fund held financial assets with fixed interest rates amounting to € 14 million (31 March 2023: € 19 million). There were no financial assets with variable interest rates held as at 31 March 2024 and 31 March 2023.
Borrowings at variable rates expose Reinet Fund to cash flow interest rate risk, this is partly offset by cash and financial assets held at variable rates. There were no borrowings outstanding at variable rates at 31 March 2024 and 31 March 2023.
Changes in interest rates affect the fair value of fixed interest financial assets and liabilities. A change in interest rates of 100 basis points would increase/decrease the fair value by € 2 million at 31 March 2024 (31 March 2023: € 4 million).
Reinet Fund may also be indirectly affected by the impact of interest rate changes on the earnings of its investments and the impact on the investment valuations that use interest rates as an input in the valuation model. The sensitivity analysis may not indicate the total effect on the movement in these interest rates.
The Fund Manager monitors Reinet Fund's overall interest rate sensitivity on a regular basis.
Reinet Fund is exposed to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when they fall due.
The main credit risk to which Reinet Fund is exposed arises from bank deposits, bonds, loans to third parties and borrowings where Reinet Fund's assets are pledged in favour of a third-party. Reinet Fund is also exposed to counterparty credit risk on other receivable balances.
Reinet Fund measures credit risk and expected credit losses using probability of default, exposure at default and loss given default. Management considers both historical analysis and forward-looking information in determining any expected credit loss.
Reinet Fund's policy to manage this risk is to place funds only with banks which have strong credit ratings.
The analysis below summarises the credit quality of Reinet Fund's cash and liquid funds.
| 31 March 2024 | 31 March 2023 | ||||
|---|---|---|---|---|---|
| Banks by rating category (Moody's) | € m | % | € m | % | |
| Aaa | 270 | 76 | 234 | 81 | |
| Aa3 | 27 | 8 | 19 | 7 | |
| A1 | 13 | 3 | 1 | – | |
| A2 | – | – | 14 | 5 | |
| A3 | 46 | 13 | 20 | 7 | |
| Total | 356 | 100 | 288 | 100 |
In addition, Reinet Fund has the following investments and receivables that are exposed to credit risk:
| 31 March 2024 | 31 March 2023 | ||||
|---|---|---|---|---|---|
| € m | % | € m | % | ||
| Loans to private equity interests at fair value | 14 | 100 | 19 | 100 | |
| Total | 14 | 100 | 19 | 100 |
Investments in loans are reviewed periodically and revalued where necessary. The loans are neither rated nor listed.
All transactions in listed securities are settled/paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligation.
Liquidity risk is the risk that Reinet Fund may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. The Fund Manager monitors Reinet Fund's liquidity position on a daily basis.
During the year under review, Reinet Fund obtained a fixed-rate £ 100 million margin loan from Citibank N.A. The loan is repayable in August 2024.
In addition, Reinet Fund obtained a fixed-rate £ 100 million margin loan from Bank of America, N.A. The loan is repayable in March 2025.
Some 15 million BAT shares have been pledged to collateralise these two loans.
Reinet Fund has a facility agreement in place with Citibank N.A. up to 19 August 2024 and with Bank of America, N.A. up to 21 March 2025. The borrowing facilities allow Reinet to drawdown the equivalent of up to € 234 million (£ 200 million) in a combination of currencies to fund further investment commitments. As at 31 March 2024, Reinet Fund has not drawn any amount under these facilities.
As at 31 March 2024, 76 per cent of the net asset value of Reinet Fund's invested assets are not actively traded on a stock exchange. Reinet Fund's listed investment in BAT is considered readily realisable as its shares are traded with significant daily volumes on the London Stock Exchange.
The table below shows the contractual undiscounted cash flows in respect of borrowings and interest thereon.
| 31 March 2024 | 31 March 2025 | |
|---|---|---|
| Payments due at 31 March 2024 | € m | € m |
| Borrowings GBP 200 million | – | 229 |
| Payments due at 31 March 2023 | ||
| Borrowings GBP 200 million | – | 217 |
REINET INVESTMENTS S.C.A.
The Company's principal objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a strong capital base to support the development of its investment activities.
Capital is comprised of share capital, share premium, nondistributable reserves, retained earnings and treasury shares as applicable.
Reinet Fund is not subject to any externally imposed capital requirements other than any minimum capital requirement imposed by applicable laws and regulations (currently a minimum capital of € 1 250 000 is required by law).
During the year, Reinet Fund complied with the above requirement and reported a net asset value of € 6 185 million as at 31 March 2024 (31 March 2023: € 5 721 million).
During the year under review, a dividend of some € 55 million (31 March 2023: € 51 million) was paid to shareholders. There were no shares repurchased during the year (31 March 2023: 2.3 million shares for a cost of € 45 million). There have been no other changes in capital in the year other than profits generated in the ordinary course of business.
The Company and Reinet Fund have established a control framework with respect to the measurement of fair values. This includes a valuation role that is responsible for co-ordinating all significant fair value measurements, including level 3 fair values, and reports directly to the Chief Financial Officer ('CFO').
Where necessary, independent external valuation experts may be engaged to assist in the assessment of the fair value of those investments where market observable data is limited. A review is carried out on a quarterly basis of all fair values based on latest available financial information. The CFO reviews significant unobservable inputs and valuation adjustments.
Consideration is also given to the classification of each investment into the fair value hierarchy to reflect the level of judgement involved in estimating fair values. Where a transfer between levels is required in the reporting period, the transfer is deemed to have occurred at the beginning of the reporting period.
All investment valuations, including significant valuation issues are reported to the Board of Overseers and the Board of Directors of the Fund Manager and General Partner on a quarterly basis.
In accordance with IFRS 13 the Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant judgement. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The following table analyses, within the fair value hierarchy, the Company's financial assets and liabilities measured at fair value at 31 March 2024 and 31 March 2023:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| 31 March 2024 | € m | € m | € m | € m |
| Assets | ||||
| Financial assets designated at fair value through profit or loss: | ||||
| – Investment in Reinet Fund | – | – | 6 185 | 6 185 |
| Total | – | – | 6 185 | 6 185 |
| 31 March 2023 | ||||
| Assets | ||||
| Financial assets designated at fair value through profit or loss: | ||||
| – Investment in Reinet Fund | – | – | 5 721 | 5 721 |
| Total | – | – | 5 721 | 5 721 |
The Company had no transfers between level 2 and level 3 during the year.
The following table presents the movement in level 3 investments for the Company for the years ended 31 March 2024 and 31 March 2023:
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € m | € m | |
| Opening balance | 5 721 | 5 932 |
| Distribution of capital | – | (40) |
| Gain/(loss) for the year | 464 | (171) |
| Closing balance | 6 185 | 5 721 |
The following tables analyse, within the fair value hierarchy, Reinet Fund's financial assets and liabilities measured at fair value:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| 31 March 2024 | € m | € m | € m | € m |
| Assets | ||||
| Financial assets designated at fair value through profit or loss: | ||||
| – Equity securities and funds | 1 452 | 122 | 4 563 | 6 137 |
| – Loans | – | – | 14 | 14 |
| Total | 1 452 | 122 | 4 577 | 6 151 |
| Liabilities | ||||
| Borrowings | – | (229) | – | (229) |
| Total | – | (229) | – | (229) |
| Net | 5 922 | |||
| Other assets/(liabilities) | 263 | |||
| Reinet Fund net asset value | 6 185 | |||
| Level 1 | Level 2 | Level 3 | Total | |
| 31 March 2023 | € m | € m | € m | € m |
| Assets | ||||
| Financial assets designated at fair value through profit or loss: | ||||
| – Equity securities and funds | 1 644 | 141 | 3 849 | 5 634 |
| – Loans | – | – | 19 | 19 |
| Total | 1 644 | 141 | 3 868 | 5 653 |
| Liabilities | ||||
| Borrowings | – | (217) | – | (217) |
| Total | – | (217) | – | (217) |
| Net | 5 436 | |||
| Other assets/(liabilities) | 285 | |||
| Reinet Fund net asset value | 5 721 | |||
Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. Reinet Fund does not adjust the quoted price for these instruments.
REINET INVESTMENTS S.C.A.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, as well as open-ended funds are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Investments classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include the Company's investment in Reinet Fund, which in turn includes investments in unlisted equities, private equity funds and loans. As observable prices are not available for these investments, Reinet Fund has used fair values obtained from audited and unaudited financial statements provided by fund managers, valuations obtained from third-party experts using appropriate valuation methods, and discounted cash flow analyses to derive fair values.
As noted in 5.1.1.1 Reinet Fund holds shares in BAT, these shares are listed on the London and Johannesburg Stock Exchanges and movements in the share price could have a significant effect on the value of Reinet Fund.
Level 3 valuations are reviewed on a regular basis by the Board of Overseers, who consider the appropriateness of the valuation models used, as well as the results using various valuation techniques generally recognised as standard within the fund industry.
Unobservable inputs and the resulting estimated fair values are based on the best information available at each reporting date. Changes in fair values due to updated inputs and new information will be recorded in the period in which they occur. Given the nature of the investments and their underlying risks and uncertainties there is a wide range of potential outcomes in respect of these estimated fair values which may vary significantly from the fair value figures presented.
The table below summarises for each of Reinet Fund's significant level 3 investments the valuation methodology used and any significant unobservable inputs used in calculating the value of the investment as at 31 March 2024. The table is not intended to be all-inclusive, but rather provides information which Reinet Fund regards as significant in respect of unobservable inputs and their sensitivity to reasonable change.
| Unlisted investments | Fair value at 31 March 2024 € m |
Primary valuation technique |
Unobservable inputs |
Range (weighted average) |
Reasonable possible change +/- (absolute value)(1) € m |
|---|---|---|---|---|---|
| Pension Corporation | 3 436 | Market comparable | Market multiples | 0.94 – 1.15 | -360/+327 |
| companies(2) | (1.05) | ||||
| Discount | 5% – 15% | +191/-191 | |||
| (10%) | |||||
| Trilantic Capital Partners | 443 | Net asset value(3) | n/a | n/a | n/a |
| TruArc Partners | 372 | Net asset value(3) | n/a | n/a | n/a |
| Coatue funds | 73 | Net asset value(3) | n/a | n/a | n/a |
| Asian private equity companies and | |||||
| portfolio funds | 49 | Net asset value(3) | n/a | n/a | n/a |
| Specialised investment funds | 97 | Net asset value(3) | n/a | n/a | n/a |
| 11 | Recent financing round | Discount | n/a | Not significant | |
| United States land development | 21 | Discounted cash flow(4) | Discount rate | 10% – 30% | +2/-1 |
| and mortgages | (14.2%) | ||||
| Other investments | 15 | Net asset value(3) | n/a | n/a | n/a |
| 40 | Recent financing round | Discount | n/a | Not significant | |
| 20 | Recent financing round | n/a | n/a | n/a | |
| Total | 4 577 |
(1) The reasonable possible change is calculated based on the range of unobservable inputs indicated in the table and is only an indication of the sensitivity of such inputs. A larger change in value could arise as a result of other factors which may occur after the reporting date.
(2) The market multiples for the peer group were considered and used as a basis in calculating the estimated fair value of the investment; a movement of 10 per cent has been applied for calculating the reasonable possible change for this factor, as this is deemed as a reasonable market movement by management. A discount of 10 per cent was applied to recognise in part the lack of liquidity in the unlisted shares; a movement of 5 per cent has been applied for calculating the reasonable possible change for this factor, as this is deemed as a reasonable market movement by management. This investment has also been reviewed by a third-party valuation expert.
(3) Reinet Fund has relied upon the latest available net asset value data provided by investment/fund managers, adjusted for changes in the value of listed investments included in the portfolios and cash movements up to 31 March 2024, as applicable. No sensitivity analysis has been performed on the underlying data as no significant unobservable input has been identified at the level of Reinet Fund.
(4) Included in this investment are US land lots and properties which have been valued at 31 December 2023 on a discounted cash flow approach. Mortgage loans receivable and mortgages payable have been valued using a discounted cash flow approach. Discount rates in the range of 10 per cent to 30 per cent have been applied in determining the fair values of the mortgages based on the level of risk and estimated timing of repayment. Changes in land values would also affect the value of the investment.
The General Partner must make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
REINET INVESTMENTS S.C.A.
The Company holds an investment in Reinet Fund. The value of Reinet Fund is determined by the Fund Manager who applies various valuation techniques in valuing the underlying assets. The General Partner considers the net asset value of Reinet Fund as determined by the Fund Manager to be the fair value.
The fair value of investments not quoted in an active market may be determined by the Fund Manager using reputable pricing sources (such as pricing agencies) or indicative prices from bond/debt market makers. Broker quotes as obtained from the pricing sources may be indicative and not executable or binding. The Fund Manager exercises judgement and estimates on the quantity and quality of pricing sources used. Where no market data is available, the Fund Manager may value positions using its own models, which are based on valuation methods and techniques generally recognised as standard within the industry. The inputs into these models are primarily earnings multiples and discounted cash flows. The models used to determine fair values are validated and periodically reviewed by personnel independent of the party that created them. The models used for private equity securities are based mainly on earnings multiples, adjusted for lack of marketability and control premiums. The models used for debt securities are based on the net present value of estimated future cash flows, adjusted as appropriate for liquidity, and credit and market risk factors.
Models use observable data to the extent practicable. However, areas such as credit risk (both own and counterparty), volatilities and correlations require management to make estimates. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
The determination of what constitutes 'observable' requires significant judgement by the Fund Manager. The Fund Manager considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
Subsidiaries of Reinet Fund are subject to income taxes in several jurisdictions. Judgement is required in determining the worldwide provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain. Reinet Fund recognises liabilities for anticipated tax payments using estimates of the amount of taxes due. Where the final outcome is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
The General Partner considers the euro to be the currency that most appropriately represents the economic effect of the underlying transactions, events and conditions. The euro is the currency in which Reinet Fund measures its performance and reports its results.
The Company has multiple investors and owns the entire ordinary share capital of Reinet Fund. The Company is exposed to variable returns from changes in the fair value of Reinet Fund's net assets.
Although the Company does not have multiple investments, the General Partner believes that the Company can be classified as an investment entity due to the fact that it was formed to give its shareholders exposure to the underlying assets held by Reinet Fund. In that respect it is to be noted that an investment entity may hold a portfolio of investments directly or indirectly, for example by holding a single investment in another investment entity that itself holds several investments. The Company's investments are all held through Reinet Fund.
The Fund Manager further deems Reinet Fund to meet the definition of an investment entity.
Due to the Company's sole investment in Reinet Fund, the General Partner of the Company relies on the segment analysis performed by the Fund Manager.
The Fund Manager makes the strategic resource allocations on behalf of Reinet Fund according to its investment portfolio as disclosed in note 4.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Ordinary share capital | € m | € m |
| Issued capital | ||
| 195 941 286 (31 March 2023: 195 941 286) ordinary shares issued, fully paid with no par value | 220 | 220 |
The ordinary shares (excluding the treasury shares, the voting and dividend rights attached to which are suspended) confer on the shareholder the entitlement to participate in and to vote at meetings of shareholders, with each share carrying the right to one vote as well as the entitlement to receive a proportionate share of any dividend that the Company may declare. Each share also entitles each shareholder to receive a proportionate share of the net assets of the Company on liquidation. The liability of shareholders is limited to the amount of their investment in the Company.
The relevant movements in the capital are shown on the statement of changes in equity.
The ordinary shares are listed and traded on the Luxembourg Stock Exchange, on Euronext Amsterdam and on the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a secondary listing.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Management share capital | € 000's | € 000's |
| Issued capital | ||
| 1 000 (31 March 2023: 1 000) management shares issued, fully paid with no par value | 1 | 1 |
The management shares are held by the General Partner and confer the same rights with regard to voting, dividends and the distribution of assets on liquidation as the ordinary shares. In addition, as the holder of management shares, the General Partner has broad powers to manage the Company and has unlimited liability for any obligations of the Company that cannot be met from the assets of the Company.
All ordinary shares repurchased are held as treasury shares and are recorded at cost, being the price paid on the acquisition date.
On 19 November 2018, the Company announced the commencement of a share buyback programme in respect of a maximum of 3.2 million ordinary shares for an aggregate maximum amount of € 55 million. The programme ran from 20 November 2018 to 30 January 2019 when 3 200 000 ordinary shares were repurchased for a cost of € 42 million, plus transaction costs.
On 6 February 2019, the Company announced the commencement of a second share buyback programme in respect of a maximum of 5 million ordinary shares for an aggregate maximum amount of € 75 million. The programme ran from 11 February 2019 to 31 May 2019 when 3 449 689 ordinary shares were repurchased for a cost of € 50 million, plus transaction costs.
On 14 June 2019, the Company announced the commencement of a third share buyback programme in respect of a maximum of 2.75 million ordinary shares for an aggregate maximum amount of € 44 million. The programme ran from 19 June 2019 to 23 August 2019 when 2 047 348 ordinary shares were repurchased for a cost of € 31 million, plus transaction costs.
On 6 September 2019, the Company announced the commencement of a fourth share buyback programme in respect of a maximum of 3.1 million ordinary shares for an aggregate maximum amount of € 50 million. The programme ran from 11 September 2019 to 27 November 2019 when 2 954 358 ordinary shares were repurchased for a cost of € 50 million, plus transaction costs.
On 24 March 2022, the Company announced the commencement of a fifth share buyback programme in respect of a maximum of 2.5 million ordinary shares for an aggregate maximum amount of € 50 million. The programme ran from 28 March 2022 to 23 May 2022 when 2 500 000 ordinary shares were repurchased for a cost of € 49 million, plus transaction costs.
All ordinary shares repurchased are held as treasury shares.
As at 31 March 2024, there was no share buyback programme in progress.
| Number of shares | Cost € m | |
|---|---|---|
| Repurchased shares | ||
| 1st buyback programme | 3 200 000 | 42 |
| 2nd buyback programme | 3 449 689 | 50 |
| 3rd buyback programme | 2 047 348 | 31 |
| 4th buyback programme | 2 954 358 | 50 |
| 5th buyback programme | 2 500 000 | 49 |
| Total treasury shares held as at 31 March 2024 | 14 151 395 | 222 |
The legal reserve amounting to € 22 million at 31 March 2024 and 31 March 2023 is not available for distribution.
The amount payable includes the fee payable to the General Partner of € 1.1 million and € nil due to Reinet Fund at 31 March 2024 (31 March 2023: € 0.8 million and € 0.7 million). The amounts owed to affiliated undertakings are measured at amortised cost less loss allowance, with the carrying amount approximating fair value at 31 March 2024.
REINET INVESTMENTS S.C.A.
Under the current laws of Luxembourg, the Company pays corporation tax on profits at rates enacted in Luxembourg. The General Partner does not expect significant taxes to be payable for the current year or in the near future, due to the structure of the Company, dividends declared by the Company being tax deductible, and given that the Company has assessed operating losses available to it at the year-end.
Basic earnings per share is calculated by dividing the profit/(loss) for the year attributable to the shareholders by the weighted average number of shares in issue during the year.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € millions | ||
| Profit/(loss) for the year | 519 | (120) |
| Millions of shares | ||
| Shares outstanding at beginning of year (excluding treasury shares) | 181.8 | 184.1 |
| Effect of repurchased shares in the year | – | (2.1) |
| Weighted average number of ordinary shares in issue | 181.8 | 182.0 |
| € per share | ||
| Earnings per share from profit/(loss) for the year – basic and diluted | 2.85 | (0.66) |
The Company has not issued any shares or other instruments that are considered to have dilutive potential. There were no movements in the year ended 31 March 2024.
The presentation of headline earnings per share, as an alternative measure of earnings per share, is mandated under the JSE Listings Requirements. It is calculated in accordance with Circular 1/2023 'Headline Earnings', as issued by the South African Institute of Chartered Accountants.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Headline earnings per share | € per share | € per share |
| Unadjusted earnings per share | 2.85 | (0.66) |
| Headline earnings per share | 2.85 | (0.66) |
The Company has a number of relationships and transactions with related parties, as defined in IAS 24, Related party transactions, all of which have been conducted on an arm's-length basis and on normal market terms.
All related parties are categorised as 'other related parties' under IAS 24, except for the Boards of Directors of the General Partner and the Fund Manager, which is categorised as 'key management personnel'.
Parties identified as related parties are:
The Company has identified CFR SA, a public company incorporated in Switzerland, as a related party.
Although the management of the Company is distinct from CFR SA, Mr Rupert is also the Chairman of CFR SA.
The Anton Rupert Trust, the Anton Rupert Descendants Trust and affiliated parties hold some 48.8 million Company shares representing 24.93 per cent of the Company's issued share capital.
The group of parties regarded as being affiliated to the Anton Rupert Trust and the Anton Rupert Descendants Trust includes entities and persons which are not necessarily closely connected with persons discharging managerial responsibilities within the Company, as defined in Article 3 paragraph 1 of the EU Regulation No 596/2014 on Market Abuse (the 'Market Abuse Regulation'). As a consequence, share dealings by such entities or persons are not disclosed as dealings by connected parties in terms of the Market Abuse Regulation.
The Company is a partnership limited by shares (société en commandite par actions) which is managed by the General Partner. The Company reimburses the General Partner for its expenses incurred in the ordinary course of business, including but not limited to the remuneration of its staff, costs attributable to its directors' remuneration, taxes, rentals and any other disbursements, and pays an annual administration fee equal to 10 per cent of such expenses.
The General Partner is controlled by Rupert family interests.
The Company's wholly-owned subsidiary, Reinet Fund, is managed by the Fund Manager. Reinet Fund reimburses the Fund Manager for its expenses incurred in the ordinary course of business, including but not limited to the remuneration of its staff, costs attributable to its directors' remuneration, taxes, rentals and any other disbursements, and pays an annual administration fee equal to 10 per cent of such expenses. Any such amounts payable to the Fund Manager are deductible from any management fees payable to the Investment Advisor.
The Fund Manager is controlled by Rupert family interests.
The Investment Advisor owns 863 581 shares of the Company as at 31 March 2024 (31 March 2023: 916 512).
Under the terms of the Investment Advisory Agreement dated 9 October 2008, as amended on 24 May 2010, 10 November 2011, 7 December 2018 and 1 October 2020, between Reinet Fund and the Investment Advisor, Reinet Fund pays both management fees and performance fees to the Investment Advisor.
The management fee is payable to the Investment Advisor at a rate of 1 per cent per annum on the net asset value of Reinet Fund, excluding cash and interests in funds managed by third parties. It is calculated semi-annually based on the closing net asset value at the end of the previous six-month period.
The management fee in respect of cash is calculated at a rate of one-quarter of 1 per cent per annum. No management fee is payable in respect of funds managed by third parties except where the fee payable to the third-party has been negotiated to a level below 1 per cent per annum and below the level payable by other investors in a fund. In such circumstances, the difference between the fee payable to the third-party manager and 1 per cent is payable to the Investment Advisor.
Investments as a limited partner in funds under the management of a management company in which Reinet Fund is an investor are not treated as being managed by third parties; the management fee is payable at 1 per cent per annum to the Investment Advisor. However, such a fee payable to the Investment Advisor is reduced by any management fee paid by Reinet Fund to the management company, net of income received by Reinet Fund on its investment in the management company in terms of its share of the management fees earned by (but not carried interest attributable to) the management company.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Management fee | € m | € m |
| Investment Advisor | 37 | 39 |
| Fund Manager | 11 | 10 |
| Total management fee | 48 | 49 |
The performance fee in any period is calculated as 10 per cent of the Cumulative Total Shareholder Return at the end of the Performance Measurement Period (both terms being defined in the Company's prospectus, published on 10 October 2008 as amended on 25 August 2020) (refer to page 33), adjusted for all dividends and returns of capital to the Company shareholders, less the sum of all performance fees paid in previous Performance Measurement Periods.
A provision of € 90 million has been made in respect of a performance fee as at 31 March 2024 (31 March 2023: € nil) as the conditions required to pay a fee had been met at year end date. In order for a performance fee to be payable at 31 March 2024, the volume weighted average market price of the Company's share determined by taking into account volume and price information on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange over the last 20 trading days of the current financial year had to exceed € 18.33. The determined volume weighted average market price of the Company's share was € 22.93 for the last 20 trading days of the current financial year.
REINET INVESTMENTS S.C.A.
Members of the Boards of Directors of the General Partner and the Fund Manager are considered to be related parties. Details of the Boards of Directors are set out in the corporate governance report on pages 29 and 30 of this annual report.
Aggregate shareholdings of directors of the General Partner and the Fund Manager (excluding Mr Rupert, see page 68).
| Acquired | Sold/disposed | ||
|---|---|---|---|
| 31 March 2023 | during the year | during the year | 31 March 2024 |
| 270 409 | 36 196 | – | 306 605 |
| 31 March 2022 | during the year | during the year | 31 March 2023 |
| 270 409 | – | – | 270 409 |
| Acquired | Sold/disposed |
There were no fees paid during the year and no balances payable to or receivable from CFR SA or significant shareholders at 31 March 2024.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Reinet Investments Manager S.A. | € m | € m |
| – Expenses charged by the General Partner to the Company during the year | 1.4 | 1.1 |
| – Administration fee for the year | 0.1 | 0.1 |
| – Balance payable by the Company to the General Partner | 1.1 | 0.8 |
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Reinet Fund S.C.A., F.I.S. | € m | € m |
| – Balance payable by the Company to Reinet Fund | – | 0.7 |
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Reinet Fund Manager S.A. | € m | € m |
| – Expenses charged to Reinet Fund during the year | 10.2 | 9.0 |
| – Administration fee for the year | 1.0 | 1.0 |
| – Balance payable by Reinet Fund to the Fund Manager | 9.0 | 7.5 |
| 31 March 2024 | 31 March 2023 | |
| Reinet Investment Advisors Limited | € m | € m |
| – Management fee charged during the year | 37.0 | 39.0 |
| – Performance fee charged during the year | 90.0 | – |
| – Balance payable by Reinet Fund to the Investment Advisor | 108.9 | 18.7 |
There are no commitments between the Company and its related parties as at 31 March 2024.
Fees of € 70 000 per member were paid to the Board of Overseers in respect of the year ended 31 March 2024, such fees are split equally between the Company and Reinet Fund (31 March 2023: € 70 000).
Mr Prussen is a partner with the law firm Elvinger Hoss Prussen. Legal fees of € 0.1 million (31 March 2023: € 0.1 million) were recorded in respect of Elvinger Hoss Prussen for the year ended 31 March 2024.
Fees for the year ended 31 March 2024 billed and unbilled by PricewaterhouseCoopers, Société cooperative, Luxembourg and other member firms of the PricewaterhouseCoopers network, which relate to the audit of the Company accounts, amounted to € 0.2 million (31 March 2023: € 0.2 million). Such fees are presented under 'Operating expenses' in the statement of comprehensive income.
Audit fees relating to Reinet Fund and its principal subsidiaries as shown in note 20 amounted to € 0.3 million for the year ended 31 March 2024 (31 March 2023: € 0.3 million).
Fees relating to non-audit services during the year are considered to be insignificant.
At 31 March 2024, the Company had no capital commitments, however its wholly-owned subsidiary Reinet Fund had committed to invest a further € 559 million (31 March 2023: € 627 million) in unlisted investments (see table on page 22). This amount relates to Reinet Fund's own investment commitments. Where Reinet Fund co-invests with minority partners the amount does not include the partners' commitment.
Reinet Fund has pledged 7.5 million BAT shares in respect of its borrowing from Citibank N.A. and 7.5 million BAT shares in respect of its borrowing from Bank of America, N.A.
A cash dividend of some € 54.5 million, or € 0.30 per share (excluding treasury shares held), was paid in September 2023, following approval at the annual general meeting on 29 August 2023.
The proposed cash dividend payable to shareholders of € 0.35 per share will be payable on 18 September 2024, once approved by the shareholders at the annual general meeting to be held on 27 August 2024.
Reinet Fund, through wholly-owned subsidiaries, received an interim dividend of some € 33 million (£ 28 million) from its investment in BAT and a dividend of some € 85 million (£ 73 million) from its investment in Pension Corporation. The interim dividend from BAT was declared by the directors of BAT with a record date of 22 March 2024 and paid on 2 May 2024, and is included in Reinet Fund's financial results as at 31 March 2024. The Pension Corporation dividend was approved by shareholders in April 2024 with a record date of 16 April 2024 and as such will be included in Reinet Fund's financial results in the year ended 31 March 2025.
During April and May 2024, Reinet Fund made payments in the amount of € 32.2 million in respect of its commitments shown in note 16.
The principal companies held by Reinet Fund are as follows:
REINET INVESTMENTS S.C.A.
| Investments | Company | Domicile | Percentage held |
|---|---|---|---|
| BAT | Reinet Jersey Holdings Limited | Jersey, Channel Islands | 100% |
| Pension Corporation | Reinet PC Investments (Jersey) Limited | Jersey, Channel Islands | 100% |
| Trilantic Capital Partners | Reinet TCP Holdings Limited | Jersey, Channel Islands | 94% |
| RSF S.A. | Luxembourg | 100% | |
| Reinet TCP Fund V NECI Limited | Jersey, Channel Islands | 100% | |
| Reinet New TCP NECI GP Limited | Jersey, Channel Islands | 100% | |
| Reinet New TCP LP Limited | Jersey, Channel Islands | 100% | |
| TruArc Partners | Reinet SPG Limited | Jersey, Channel Islands | 100% |
| Coatue funds | Reinet Columbus Limited | Jersey, Channel Islands | 100% |
| Asian private equity companies | |||
| and portfolio funds | Reinet Columbus Limited | Jersey, Channel Islands | 100% |
| Specialised investment funds | Reinet Columbus Limited | Jersey, Channel Islands | 100% |
| Reinet Flex Holdings Limited | Jersey, Channel Islands | 100% | |
| United States land development | RSF II Limited | Jersey, Channel Islands | 100% |
| and mortgages | Reinet Stokes Holdings S.A. | Luxembourg | 100% |
| RPH Limited | Jersey, Channel Islands | 100% | |
| Other investments | Reinet Columbus Limited | Jersey, Channel Islands | 100% |
| Reinet Flex Holdings Limited | Jersey, Channel Islands | 100% | |
| Reinet S.à r.l. | Luxembourg | 100% |
To the Shareholders of Reinet Investments S.C.A.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of Reinet Investments S.C.A. (the 'Company') and its subsidiaries ('Reinet') as at 31 March 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ('IFRS Accounting Standards') as adopted by the European Union.
Our opinion is consistent with our additional report to the Board of Overseers or equivalent.
Reinet's consolidated financial statements comprise:
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit profession ('Law of 23 July 2016') and with International Standards on Auditing ('ISAs') as adopted for Luxembourg by the 'Commission de Surveillance du Secteur Financier' ('CSSF'). Our responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the 'Responsibilities of the 'Réviseur d'entreprises agréé ' for the audit of the consolidated financial statements' section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of Reinet in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ('IESBA Code') as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements. We have fulfilled our other ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not provided non-audit services that are prohibited under Article 5(1) of the EU Regulation No 537/2014.
The non-audit services that we have provided to the Company and its controlled undertakings, if applicable, for the year then ended, are disclosed in note 15 to the consolidated financial statements.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
All unlisted investments are held by Reinet Fund S.C.A., F.I.S. ('Reinet Fund'). We focused on the existence of unlisted investments as a key audit matter because (1) of their importance; and (2) of the complexity of their holding structure.
Our procedures over the existence of unlisted investments held by Reinet Fund included, but were not limited to the following:
We focused on the valuation of level 3 investments as a key audit matter because (1) of their importance and (2) of the significant degree of judgement involved and (3) the potential impact of the Ukraine/Russia conflict on the fair value of these investments.
(1) As disclosed on page 64 of the consolidated financial statements as at 31 March 2024, Reinet held level 3 investments of € 4 577 million, representing 74 per cent of its net asset value.
(2) The valuation of level 3 investments is complex and requires the application of significant judgements by the Fund Manager. Both the determination of the most appropriate valuation methodology (market multiples, recent transaction prices with proper calibration, net asset value approach, current value approach, or a mix of various approaches) and of the significant unobservable inputs (valuation premium/discount, peer group determination, etc.) applied in determining the valuation of level 3 investments involve a high degree of judgement. In addition, the Russian invasion of Ukraine have led to significant levels of market uncertainty mostly reflected in increased market, currency and commodity volatility. Inappropriate judgements may have a material impact on the net asset value of Reinet.
REINET INVESTMENTS S.C.A.
Our procedures over the valuation of level 3 investments held by Reinet Fund included, but were not limited to the following:
we corroborated that information, to the extent possible, with externally available industry and country economic data;
Reinet Investments Manager S.A. (the 'General Partner') is responsible for the other information. The other information comprises the information stated in the annual report including the consolidated management report and the corporate governance statement but does not include the consolidated financial statements and our audit report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The General Partner is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as the General Partner determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the General Partner is responsible for assessing Reinet's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the General Partner either intends to liquidate Reinet or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing Reinet's financial reporting process.
The General Partner is responsible for presenting and marking up the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format ('ESEF Regulation').
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by
the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless law or regulation precludes public disclosure about the matter.
We assess whether the consolidated financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
The corporate governance statement is included in the management report. The information required by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
We have been appointed as 'Réviseur d'entreprises agréé ' by the General Meeting of the Shareholders on 4 March 2008 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 16 years.
We have checked the compliance of the consolidated financial statements of Reinet as at 31 March 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to consolidated financial statements.
For Reinet it relates to the requirement that:
In our opinion, the consolidated financial statements of Reinet as at 31 March 2024 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
PricewaterhouseCoopers, Société coopérative Luxembourg, 27 May 2024
Represented by Geoffroy Marcassoli
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518
as at 31 March 2024
REINET INVESTMENTS S.C.A.
| 31 March 2024 | 31 March 2023 | ||
|---|---|---|---|
| Notes | € 000's | € 000's | |
| ASSETS | |||
| Fixed assets | |||
| Financial assets | |||
| Shares in affiliated undertakings | 3 | 1 705 289 | 1 705 289 |
| Own shares | 4 | 221 674 | 221 674 |
| 1 926 963 | 1 926 963 | ||
| Current assets | |||
| Cash at bank and in hand | 211 | 171 | |
| Prepayments | 171 | 149 | |
| 382 | 320 | ||
| Total assets | 1 927 345 | 1 927 283 | |
| CAPITAL, RESERVES AND LIABILITIES | |||
| Capital and reserves | |||
| Subscribed capital | 5 | 220 103 | 220 103 |
| Share premium account | 6 | 548 636 | 548 636 |
| Reserves | |||
| – legal reserve | 7 | 22 100 | 22 100 |
| – reserve for own shares | 8 | 221 674 | 221 674 |
| Profit brought forward | 9 | 858 227 | 861 710 |
| Profit for the financial year | 55 019 | 51 054 | |
| 1 925 759 | 1 925 277 | ||
| Creditors | |||
| Amounts owed to affiliated undertakings | |||
| – becoming due and payable within one year | 10 | 1 131 | 1 532 |
| Trade creditors | |||
| – becoming due and payable within one year | 323 | 344 | |
| Other creditors | |||
| – becoming due and payable within one year | 9 | 7 | |
| – becoming due and payable after more than one year | 123 | 123 | |
| 1 586 | 2 006 | ||
| Total capital, reserves and liabilities | 1 927 345 | 1 927 283 |
The accompanying notes form an integral part of these financial statements.
for the year ended 31 March 2024
| Year ended | Year ended | |
|---|---|---|
| 31 March 2024 | 31 March 2023 | |
| Notes | € 000's | € 000's |
| Income | ||
| Dividend received from Reinet Fund 13 |
58 000 | 55 000 |
| Interest receivable and similar income | 105 | 268 |
| Total income | 58 105 | 55 268 |
| Charges | ||
| Other operating expenses 11 |
1 727 | 1 449 |
| Other external expenses 12 |
1 323 | 1 393 |
| Interest payable and similar expenses | 31 | 1 367 |
| Taxes 14 |
5 | 5 |
| Total charges | 3 086 | 4 214 |
| Profit for the financial year | 55 019 | 51 054 |
The accompanying notes form an integral part of these financial statements.
REINET INVESTMENTS S.C.A.
Reinet Investments S.C.A. (the 'Company'), incorporated on 5 March 1979, is a partnership limited by shares (société en commandite par actions) and is governed by the Luxembourg law on securitisation. The Company's registered office is at 35, boulevard Prince Henri, L-1724, Luxembourg. The Company owns the entire ordinary issued capital of Reinet Fund S.C.A., F.I.S. ('Reinet Fund'), a partnership limited by shares established in Luxembourg.
The Company was formerly known as Richemont S.A. and was a subsidiary of Compagnie Financière Richemont SA ('CFR SA'), a Swiss company with significant luxury goods interests. The Company is managed by Reinet Investments Manager S.A. (the 'General Partner'), a limited company established in Luxembourg (société anonyme), which also owns 1 000 management shares in the Company. The General Partner has unlimited liability for any obligations of the Company that cannot be met from the assets of the Company. The General Partner's registered office is at 35, boulevard Prince Henri, L-1724, Luxembourg.
The Company's financial year starts on 1 April and ends on 31 March of each year.
The Company has also prepared consolidated financial statements which will be made available at the Company's head office as required by Luxembourg law.
The financial statements have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention, as well as with generally accepted accounting principles in Luxembourg.
The Law of 18 December 2015, amending the Law of 19 December 2002 on the Register of Commerce and Companies and the accounting and annual accounts of undertakings, and the Grand-Ducal Regulation as of the same date, have revised the layout of the balance sheet and profit and loss account.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the General Partner to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the financial statements in the period in which the assumptions changed. The General Partner believes that the underlying assumptions are appropriate and that the financial statements therefore present the financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The formation expenses of the Company are directly charged to the profit and loss account of the year in which they are incurred.
Shares in affiliated undertakings and the Company's own shares held as fixed assets are valued at purchase price. In case of permanent impairment in value in the opinion of the General Partner, value adjustments are made in respect of fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
In accordance with Luxembourg law, in case of acquisition of own shares, an amount equal to the carrying amount is recorded in a non-distributable reserve for own shares.
Debtors and creditors are valued at their nominal value. The debtors are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reason for which the value adjustments were made have ceased to apply.
Transactions expressed in currencies other than euro are translated into euro at the exchange rate effective at the time of the transaction.
Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange gains and losses are recorded in the profit and loss account of the year.
Fixed assets expressed in currencies other than euro are translated into euro at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain at historic exchange rates.
Other assets and liabilities are translated separately, respectively at (i) the lower or at the higher of the value converted at the historical exchange rate or (ii) the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange gains and losses are thus recorded in the profit and loss account. The realised exchange gains are recorded in the profit and loss account at the moment of their realisation.
Prepayments include expenditure incurred in the financial year but relating to a subsequent financial year.
Provisions are created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount at the date on which they will arise.
| 31 March 2023 | |
|---|---|
| € 000's € 000's |
|
| 1 705 289 Book value – opening balance 1 745 289 |
|
| – Capital repaid in the year (40 000) |
|
| Book value – closing balance 1 705 289 1 705 289 |
The Company holds the entire share capital of Reinet Fund, whose functional currency is the euro.
At 31 March 2024, the net asset value of Reinet Fund was € 6 185 million (31 March 2023: € 5 721 million) and it recorded a profit for the year of € 522 million (31 March 2023: loss of € 116 million).
Treasury shares are recorded at cost, representing the price paid on the acquisition date.
On 19 November 2018, the Company announced the commencement of a share buyback programme in respect of a maximum of 3.2 million ordinary shares for an aggregate maximum amount of € 55 million. The programme ran from 20 November 2018 to 30 January 2019 when 3 200 000 ordinary shares were repurchased for a cost of € 42 million, plus transaction costs.
On 6 February 2019, the Company announced the commencement of a second share buyback programme in respect of a maximum of 5 million ordinary shares for an aggregate maximum amount of € 75 million. The programme ran from 11 February 2019 to 31 May 2019 when 3 449 689 ordinary shares were repurchased for a cost of € 50 million, plus transaction costs.
On 14 June 2019, the Company announced the commencement of a third share buyback programme in respect of a maximum of 2.75 million ordinary shares for an aggregate maximum amount of € 44 million. The programme ran from 19 June 2019 to 23 August 2019 when 2 047 348 ordinary shares were repurchased for a cost of € 31 million, plus transaction costs.
On 6 September 2019, the Company announced the commencement of a fourth share buyback programme in respect of a maximum of 3.1 million ordinary shares for an aggregate maximum amount of € 50 million. The programme ran from 11 September 2019 to 27 November 2019 when 2 954 358 ordinary shares were repurchased for a cost of € 50 million, plus transaction costs.
On 24 March 2022, the Company announced the commencement of a fifth share buyback programme in respect of a maximum of 2.5 million ordinary shares for an aggregate maximum amount of € 50 million closing on 3 June 2022. The programme ran from 28 March 2022 to 23 May 2022 when 2 500 000 ordinary shares were repurchased for a cost of € 49 million, plus transaction costs.
All ordinary shares repurchased are held as treasury shares.
As at 31 March 2024, there was no share buyback programme in progress.
| Number of shares |
Cost € 000's |
|
|---|---|---|
| Repurchased shares | ||
| 1st buyback programme | 3 200 000 | 41 964 |
| 2nd buyback programme | 3 449 689 | 49 866 |
| 3rd buyback programme | 2 047 348 | 30 792 |
| 4th buyback programme | 2 954 358 | 49 824 |
| 5th buyback programme | 2 500 000 | 49 228 |
| Own shares held at 31 March 2024 | 14 151 395 | 221 674 |
REINET INVESTMENTS S.C.A.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € 000's | € 000's | |
| Ordinary shares | ||
| Subscribed capital – 195 941 286 ordinary shares | ||
| (31 March 2023: 195 941 286), fully paid with no par value | 220 102 | 220 102 |
| Total ordinary share capital | 220 102 | 220 102 |
| Management shares | ||
| Subscribed capital – 1 000 management shares | ||
| (31 March 2023: 1 000), fully paid with no par value | 1 | 1 |
| Total management share capital | 1 | 1 |
| Total capital | 220 103 | 220 103 |
The ordinary shares, excluding the voting and dividend rights attached to treasury shares which are suspended, confer on the shareholder the entitlement to participate in and to vote at meetings of shareholders, with each share carrying the right to one vote. Each share also entitles each shareholder to receive a proportionate share of any dividend that the Company may declare and a proportionate share of the net assets of the Company on liquidation. The liability of ordinary shareholders is limited to the amount of their investment in the Company.
The management shares are held by the General Partner and confer the same rights with regard to voting, dividends and the distribution of assets on liquidation as the ordinary shares. In addition, as the holder of the management shares, the General Partner has broad powers to manage the Company and has unlimited liability for any obligations of the Company that cannot be met from the assets of the Company.
The share premium relates to a reserve amounting to € 548 635 737 (31 March 2023: € 548 635 737), available for distribution subject to the approval of the shareholders.
In accordance with Luxembourg law, the Company allocated annually a minimum of 5 per cent of its net profit to the legal reserve, which now equals 10 per cent of the subscribed capital.
The legal reserve amounting to € 22 100 000 (31 March 2023: € 22 100 000) is not available for distribution.
The Company repurchased a total of 14 151 395 own shares for an amount of € 221 674 392. In accordance with Luxembourg law, the Company has created a non-distributable reserve for the same amount.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € 000's | € 000's | |
| Opening balance | 861 710 | 867 240 |
| Dividend paid | (54 537) | (50 902) |
| 807 173 | 816 338 | |
| Result for the prior year | 51 054 | 45 372 |
| Balance brought forward | 858 227 | 861 710 |
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| € 000's | € 000's | |
| Becoming due and payable after less than one year | 1 131 | 1 532 |
| Year ended | Year ended | |
|---|---|---|
| 31 March 2024 | 31 March 2023 | |
| € 000's | € 000's | |
| General Partner | 1 487 | 1 228 |
| Board of Overseers | 140 | 140 |
| 1 627 | 1 368 |
Fees for the year ended 31 March 2024 billed and unbilled by PricewaterhouseCoopers, Société coopérative, Luxembourg and other member firms of the PricewaterhouseCoopers network, which relate to the audit of the Company accounts, amounted to € 0.2 million (31 March 2023: € 0.2 million). Such fees are presented under 'Other external expenses' in the profit and loss account.
Fees relating to non-audit services during the year are considered to be insignificant.
During the financial year under review all transactions with related parties have been conducted on an arm's-length basis and on normal market terms.
A dividend of € 58 million was received from Reinet Fund in the year (31 March 2023: € 55 million).
No capital repayments were received from Reinet Fund in the year (31 March 2023: € 40 million).
The Company is subject to tax as determined by Luxembourg law, which takes into account profit for the financial year and dividends paid to shareholders in the current year.
There have been no events subsequent to 31 March 2024 which would have any material impact on these financial statements.
as at 31 March 2024
REINET INVESTMENTS S.C.A.
| € 000's | |
|---|---|
| Available retained earnings | |
| Balance brought forward | 912 764 |
| Dividend paid | (54 537) |
| 858 227 | |
| Net profit for the financial year | 55 019 |
| Balance at the end of the year | 913 246 |
The proposed ordinary dividend payable to the Company's shareholders of € 0.35 per share will be payable on 18 September 2024, once approved by the shareholders at the annual general meeting to be held on 27 August 2024.
The available retained earnings remaining after deduction of the dividend amount will be carried forward to the following year.
Reinet Investments Manager S.A. General Partner Luxembourg, 23 May 2024
To the Shareholders of Reinet Investments S.C.A.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of Reinet Investments S.C.A. (the 'Company') as at 31 March 2024, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.
Our opinion is consistent with our additional report to the Board of Overseers or equivalent.
The Company's financial statements comprise:
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit profession ('Law of 23 July 2016') and with International Standards on Auditing ('ISAs') as adopted for Luxembourg by the 'Commission de Surveillance du Secteur Financier' ('CSSF'). Our responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the 'Responsibilities of the 'Réviseur d'entreprises agréé ' for the audit of the financial statements' section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ('IESBA Code') as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements. We have fulfilled our other ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not provided non-audit services that are prohibited under Article 5(1) of the EU Regulation No 537/2014.
The non-audit services that we have provided to the Company and its controlled undertakings, if applicable, for the year then ended, are disclosed in note 12 to the financial statements.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
The General Partner is responsible for the other information. The other information comprises the information stated in the management report and the corporate governance statement but does not include the financial statements and our audit report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The General Partner is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the General Partner determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the General Partner is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the General Partner either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
The General Partner is responsible for presenting the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format ('ESEF Regulation').
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
REINET INVESTMENTS S.C.A.
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless law or regulation precludes public disclosure about the matter.
We assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
The corporate governance statement is included in the management report. The information required by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
We have been appointed as 'Réviseur d'entreprises agréé ' by the General Meeting of the Shareholders on 4 March 2008 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 16 years.
We have checked the compliance of the financial statements of the Company as at 31 March 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements.
For the Company it relates to the requirement that the financial statements are prepared in a valid XHTML format.
In our opinion, the financial statements of the Company as at 31 March 2024 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
PricewaterhouseCoopers, Société coopérative Luxembourg, 27 May 2024
Represented by Geoffroy Marcassoli
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale no 10028256) R.C.S. Luxembourg B 65 477 – TVA LU25482518
Shareholders are invited to attend the annual general meeting of shareholders of Reinet Investments S.C.A. (the 'Company') in person or by proxy.
The annual general meeting (the 'Meeting') will take place on: Tuesday, 27 August 2024 at 2:00 pm at Hotel Le Royal, 12, boulevard Royal, L-2449 Luxembourg.
Pursuant to Article 9 of the Company's Statutes and relevant Luxembourg law, the General Partner proposes that a new authorisation be granted to the Company to acquire ordinary shares, directly or indirectly (through subsidiaries or otherwise, such as through an intermediary or agent) for a period up to the date of the next meeting, subject to such period being no longer than 13 months from the date of this authorisation.
The General Partner proposes that the Company be authorised to acquire, in accordance with applicable laws and regulations, ordinary shares up to 20 per cent of the Company's issued ordinary share capital which at the date of authorisation, 27 August 2024, is 195 941 286 ordinary shares, for valuable consideration, by all means, on any one or combination of the Luxembourg Stock Exchange, Euronext Amsterdam or the Johannesburg Stock Exchange, at a price no more than an amount equal to 110 per cent of the reference price of the ordinary shares on the relevant exchange and not less than one euro cent; the reference price being the weighted average price for the market value for such ordinary shares for the five days of trading immediately prior to the acquisition of such shares.
The General Partner will at all times retain full discretion with regards to the acquisition of the shares of the Company. This includes whether to and when to initiate any acquisition process and to determine the quantum and terms and conditions of any such planned acquisition of ordinary shares of the Company (subject to the limits set out above), having regard to, inter alia, available liquidity in order to fulfil any purchase and other obligations of the Company and the anticipated acquisition price per share relative to the estimated net asset value per share of the Company at that time.
The present notice, the statutory financial statements and the consolidated financial statements of the Company for the accounting year ended 31 March 2024, together with the reports of the approved statutory auditor, of the Board of Overseers and of the General Partner and any draft resolutions, are available at the registered office of the Company and on the Company's website: www.reinet.com.
The Meeting will be validly constituted to resolve on the matters raised in the agenda regardless of the number of shares represented at the Meeting; resolutions to be considered at the Meeting are approved by a simple majority of the votes cast. The Meeting will be held in English.
Shareholders who together hold at least 5 per cent of the share capital may place items on the agenda of the Meeting and submit draft resolutions for all the items on the agenda. Any such request must reach the Registrar, UI efa S.A., by email ([email protected]) no later than 5 August 2024.
Every shareholder who attends the Meeting shall have the right to ask questions related to the items on the agenda of the Meeting.
The official notice convening the annual general meeting will be published in the Luxemburger Wort, RESA the Luxembourg online legal publication platform, on the website of the Company and of the Luxembourg Stock Exchange and sent to all shareholders recorded in the register of shareholders of the Company by registered letter and distributed by the Registrar through the usual channels in accordance with Luxembourg law and may differ from this notice in respect of the definitive proposals.
REINET INVESTMENTS S.C.A.
Persons entitled to participate in and vote at the Meeting are all persons (or their proxy) who were shareholders of record of the Company at midnight on 13 August 2024 Luxembourg time (the 'Record Date').
(i) Instructions for holders of shares whose ownership is directly recorded in the Company's shareholders' register (defined for the purposes of this section only as 'Registered Shareholders')
Registered Shareholders whose ownership is directly recorded in their own name in the Company's shareholders' register who wish to attend the Meeting or who wish to appoint a proxy to represent them at the Meeting must notify the Registrar, UI efa S.A., 2, rue d'Alsace, L-1122 Luxembourg no later than 20 August 2024. The Registrar will draw up a list of shareholders and proxy holders authorised to attend the Meeting.
Registration forms to request admission to the Meeting or to appoint a proxy to attend the Meeting may be obtained from the Registrar or downloaded from the Company's website: www.reinet.com.
Registered Shareholders may appoint a proxy, who need not be a shareholder, as their representative at the Meeting. Forms of proxy are provided on the registration forms for admission to the Meeting. The signed proxy must be sent by mail, telefax (+352 48 65 61 8002) or email to either the Company or UI efa S.A. ([email protected]).
Proxy voting instructions may be given to the Chairman of the Meeting; these must be received by the Registrar duly completed and signed by 20 August 2024. Unless proxies given to the Chairman of the Meeting include explicit instructions as to the contrary, voting rights will be exercised in support of the proposals of the General Partner.
Registration forms for admission to the Meeting must be delivered to the Registrar on 20 August 2024 at the latest. No admission cards will be issued after that day.
(ii) Instructions for shareholders whose shares are held in the European clearing systems (Euroclear Nederland, Euroclear Bank, Clearstream) and are traded on Euronext Amsterdam or the Luxembourg Stock Exchange (defined for the purposes of this section only as 'European Shareholders')
European Shareholders may (a) attend the Meeting in person, (b) appoint a proxy (who need not be a shareholder) as their representative at the Meeting or (c) grant a proxy and issue voting instructions prior to the Meeting.
European Shareholders who wish to attend the Meeting may follow either of the following processes:
(1) Register via the e-voting platform ('Evote by ING') administered by ING Bank ('ING') at https://evote.ingwb.com or via their own intermediary, in any event no later than 20 August 2024. After registration on the Evote by ING Platform, the European Shareholders' information provided will be verified with the information held by the European Shareholders' intermediary as at the Record Date. When the intermediary has confirmed the information, the registration will be accepted. Duly registered European Shareholders will be provided by ING with an attendance card and details on how to gain access to the Meeting by email.
(2) Send in a legally valid written registration form to ING at the address below, in any event no later than 20 August 2024. A registration form to request admission to the Meeting is available as of today at www.reinet.com. European Shareholders must also instruct their bank or financial intermediary with whom the shares are on deposit to send a certificate (the 'Shareholding Certificate') to ING at the address below to be received no later than 20 August 2024 indicating clearly the precise identity of the European Shareholder and confirming the number of shares being held by the European Shareholder as at the Record Date. After completion of this registration process, European Shareholders will be provided by ING by email with an attendance card and details on how to gain access to the Meeting.
(b) Appointing a proxy as their representative at the Meeting European Shareholders' who wish to appoint a proxy, as their representative at the Meeting may follow either of the following processes:
European Shareholders who wish to grant a proxy and issue voting instructions prior to the Meeting may follow either of the following processes:
Meeting. A Shareholding Certificate in respect of the shares must be provided to ING at the address below to be received no later than 20 August 2024 indicating clearly the precise identity of the shareholder and confirming the number of shares being held by the European Shareholder as at the Record Date. Failure to provide the Shareholding Certificate will invalidate the proxy voting instructions. A person designated by the Company will collect all voting instructions and submit them at the Meeting. Unless proxies given to the Chairman of the Meeting include explicit instructions as to the contrary, voting rights will be exercised in support of the proposals of the General Partner.
The Evote by ING Platform is available from the publication date of this convocation until seven days before the Meeting. This means that European Shareholders can use the Evote by ING Platform from 26 July 2024 to 20 August 2024, 17:00 CEST. The Evote by ING Platform will close on 20 August 2024, 17:00 CEST, but European Shareholders can still view any instructions they have given.
(iii) Instructions for shareholders whose shares are held in South Africa through Central Securities Depository Participants ('CSDPs') or brokers and are traded on the Johannesburg Stock Exchange (defined for the purposes of this section only as 'South African Shareholders')
South African Shareholders who were shareholders of record of the Company at midnight on 23 July 2024 (the 'Posting Record Date') will receive a notice of the Meeting. The notice of the Meeting will be distributed on 26 July 2024.
South African Shareholders whose ownership is indirectly recorded through CSDPs and brokers whose shares are traded on the Johannesburg Stock Exchange and who wish to attend the Meeting, either in person or by proxy, must advise their broker or CSDP in accordance with the mandate with their broker or CSDP, and their broker or CSDP will issue the necessary letter of representation to the South African Shareholder to allow the South African Shareholder or their proxy holder to attend and vote at the Meeting. The broker or CSDP of South African Shareholders should contact South African Shareholders to ascertain how they wish to cast their vote at the Meeting and should thereafter cast the votes in accordance with the South African Shareholders' instructions. If South African Shareholders have not been contacted by their broker or CSDP, it is advisable for them to contact their broker or CSDP and furnish it with their voting instructions.
If a broker or CSDP does not obtain voting instructions from a South African Shareholder, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between the South African Shareholder and their broker or CSDP. A registration form to request admission to the Meeting or to appoint a proxy is available as of today at www.reinet.com.
As the Record Date is 13 August 2024, the last day to trade to determine eligible South African Shareholders that may vote at the Meeting is 7 August 2024.
Requests for letters of representation and voting instructions must be submitted by brokers and CSDPs to Strate no later than 12:30 pm (South African time) on 20 August 2024 so that they may be collated and verified by Strate prior to the Meeting. South African Shareholders should therefore submit their requests for a letter of representation or voting instructions to their broker or CSDP within the time period required by their broker or CSDP or as stipulated in the custody agreement concluded between South African Shareholders and their broker or CSDP.
Registration for admission to the Meeting will take place from one hour prior to commencement of the Meeting. Shareholders or their proxy holders shall hand in the attendance card at the registration desk, will need to sign the attendance list of the Meeting and may be requested to provide proof of identity before and during the Meeting. A proxy holder shall also be requested to hand in a copy/original of their proxy instrument at the registration desk.
Shareholders or proxy holders not registered to attend the Meeting will not be allowed to participate.
Shareholders are informed that the Company, as controller, processes the personal data of the shareholders and proxyholders (name, address, contact details, shareholding) in the context of the Meeting in accordance with applicable data protection laws. The Company processes such personal data in order to comply with the legal obligation of holding such a Meeting. Such personal data will be used for the purposes of analysing and administering the attendance and voting process in connection with the Meeting and will be accessed by entities assisting in the administration of the voting process such as the Registrar, ING and South African entities processing personal data of the South African Shareholders on behalf of the Company. Shareholders and proxyholders may notably request access to and rectification of the personal data processed by the Company by contacting the Company Secretary Ms Caroline Apostol, 35 boulevard Prince Henri, L-1724 Luxembourg, tel: +352 22 42 10, email: [email protected].
General Partner For and on behalf of REINET INVESTMENTS S.C.A. Luxembourg, 23 May 2024
| Year ended | Year ended | |
|---|---|---|
| 31 March 2024 | 31 March 2023 | |
| Average for the year | ||
| Sterling | 0.8628 | 0.8641 |
| US dollar | 1.0846 | 1.0415 |
| Swiss franc | 0.9609 | 0.9942 |
| South African rand | 20.3175 | 17.6943 |
| Closing – as at the end of the year | ||
| Sterling | 0.8550 | 0.8793 |
| US dollar | 1.0795 | 1.0841 |
| Swiss franc | 0.9734 | 0.9926 |
| South African rand | 20.3842 | 19.2901 |
REINET INVESTMENTS S.C.A.
Reinet Investments S.C.A. (the 'Company') ordinary shares are listed and traded on the Luxembourg Stock Exchange (symbol 'REINI', Refinitiv code REIT.LU), on Euronext Amsterdam (symbol 'REINA', Refinitiv code REIT.AS) and on the Johannesburg Stock Exchange (symbol 'RNI', Refinitiv code RNIJ.J) with the ISIN number LU0383812293; the listing on the Johannesburg Stock Exchange is a secondary listing. The Company's ordinary shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg Stock Exchange.
As at 31 March 2024 and 31 March 2023, there were 195 941 286 ordinary shares and 1 000 management shares in issue.
As at 31 March 2024 and 31 March 2023, the Company held 14 151 395 ordinary shares as treasury shares. The voting and dividend rights attached to the treasury shares are suspended. Therefore, the total number of voting rights at 31 March 2024 and 31 March 2023 was 181 790 891.

(1) The EUR:ZAR exchange rate was 1:19.2901 on 31 March 2023 and 1:20.3842 on 31 March 2024.
(2) Represents the closing share price of the Company on the Luxembourg Stock Exchange (listed under the symbol 'REINI').
(3) Represents the closing share price of the Company on Euronext Amsterdam (listed under the symbol 'REINA').
REINET INVESTMENTS S.C.A. 35, boulevard Prince Henri L-1724 Luxembourg Grand Duchy of Luxembourg Telephone: +352 22 42 10 Company Secretary: Ms C Apostol
REINET INVESTMENTS S.C.A. Registre de commerce et des sociétés, Luxembourg B 16.576
REINET INVESTMENTS MANAGER S.A. 35, boulevard Prince Henri L-1724 Luxembourg Grand Duchy of Luxembourg Telephone: +352 22 42 10 Company Secretary: Ms C Apostol
BANQUE DE LUXEMBOURG S.A. 14, boulevard Royal L-2449 Luxembourg Grand Duchy of Luxembourg
UI efa S.A. 2, rue d'Alsace P.O. Box 1725 L-1017 Luxembourg Grand Duchy of Luxembourg Telefax: +352 48 65 61 8002
ING BANK N.V. Bijlmerplein 106 1102 CT Amsterdam The Netherlands
RAND MERCHANT BANK (A division of FirstRand Bank Limited) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton, 2146 Republic of South Africa
PRICEWATERHOUSECOOPERS, SOCIÉTÉ COOPÉRATIVE 2, rue Gerhard Mercator L-2182 Luxembourg Grand Duchy of Luxembourg
Legal Entity Identifier: 222100830RQTFVV22S80 Website: www.reinet.com Email: [email protected]
The Company acting through the General Partner collects, processes and stores personal data in relation to the shareholders in compliance with EU Regulation No 2016/679 of 27 April 2016 (the 'General Data Protection Regulation') as well as any complementing or other law or regulation relating to the protection of personal data applicable to the Company. In this respect, the Company acts as data controller. All the information in relation to the processing of the shareholders' personal data carried out by the Company is detailed in a data protection information notice available on the Company's website: www.reinet.com/investor-relations/data-protection. Changes may occur in the way the Company processes personal data in relation to the shareholders. In case these changes oblige the Company to update the data protection information notice, the Company will bring this to the shareholders' attention and may do so by any available means such as by email, announcement on the Company's website or otherwise. For any data protection inquiries, the shareholders may contact the Company at the following address: 35, boulevard Prince Henri, L-1724 Luxembourg or by email at: [email protected].
ISBN: 978-9-9987707-0-6 ISSN: 2354-4678
REINET INVESTMENTS S.C.A.
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