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ReinetInvest Proxy Solicitation & Information Statement 2017
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Proxy Solicitation & Information Statement
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REINET INVESTMENTS S.C.A.
(Incorporated in the Grand Duchy of Luxembourg)
(Registration number B16.576)
Depositary Receipt ISIN: CH0045793657
Depositary Receipt Code: REI
("Reinet" or "the Company")
The definitions and interpretations commencing on page 4 apply mutatis mutandis throughout the Circular, including the front cover.
CIRCULAR TO HOLDERS
Relating to:
The cancellation of Depositary Receipts as a secondary listing on the JSE and the substitution thereof with Relevant Reinet Shares of no par value as a secondary listing on the JSE, to be effected by way of an amendment to the Deposit Agreement, which amendment requires the approval of Holders.
Including:
A Form of Proxy (blue) for use by Certified Holders and "Own Name" Dematerialised Holders only to exercise their vote in respect of the amendment to the Deposit Agreement.
Date of issue: Monday, 23 October 2017
Financial Adviser, Merchant Bank and Sponsor
Attorneys
RMB
A division of FirstRand Bank Limited
Traditional values. Innovative ideas.
CDH
CLIFFE DEKKER HOFMEYR
CORPORATE INFORMATION AND ADVISERS
Company Secretary and Registered Office
Mr Swen Grundmann
Reinet Investments S.C.A.
(Registration number B16.576)
35 Boulevard Prince Henri
L-1724, Luxembourg
Grand Duchy of Luxembourg
General Partner
Reinet Investments Manager S.A.
(Registration number B141.352)
35 Boulevard Prince Henri
L-1724, Luxembourg
Grand Duchy of Luxembourg
Transfer Secretaries
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Rosebank Rowers
15 Biermann Avenue
Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)
Attorneys
Cliffe Dekker Hofmeyr Incorporated
(Registration number 2008/018923/21)
1 Protea Place
Sandton, 2196
South Africa
(Private Bag X40, Benmore, 2010)
Financial Adviser, Merchant Bank and Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
(Registration number 1929/001255/06)
1 Merchant Place
Corner Fredman Drive and Rivonia Road
Sandton, 2146
South Africa
(PO Box 786273, Sandton, 2146)
Date of incorporation
5 March 1979
Place of incorporation
Grand Duchy of Luxembourg
A copy of the Circular will be made available for inspection by Holders during normal office hours from 09h00 to 17h00 from Tuesday, 24 October 2017 up to and including the date by which the votes must be submitted via proxy to the Transfer Secretaries being Monday, 13 November 2017, at the registered office of the Company and from the Financial Adviser, Merchant Bank and Sponsor, as well as electronically on the Company's website, www.reinet.com.
TABLE OF CONTENTS
The definitions commencing on page 4 of this Circular have been used in the following Table of Contents.
CORPORATE INFORMATION AND ADVISERS
Inside front cover
ACTION REQUIRED BY HOLDERS
2
SALIENT DATES AND TIMES
3
DEFINITIONS
4
CIRCULAR TO HOLDERS
1 INTRODUCTION AND BACKGROUND
7
2 PURPOSE OF THIS CIRCULAR
7
3 AMENDMENT TO THE DEPOSIT AGREEMENT AND THE SARS RULING
7
4 VOTING ON THE AMENDMENT TO THE DEPOSIT AGREEMENT
8
5 SALIENT TERMS OF THE ADDENDUM
8
6 TAX CONSEQUENCES FOR HOLDERS
8
7 RATIONALE FOR PROPOSED TRANSACTION
8
8 CONDITION PRECEDENT TO THE PROPOSED TRANSACTION
9
9 MECHANICS OF THE PROPOSED TRANSACTION
9
10 AUTOMATIC CANCELLATION OF DEPOSITARY RECEIPTS
9
11 VOTING
10
12 CANCELLATION OF THE DEPOSIT AGREEMENT AND DELISTING
10
13 FRACTIONS
10
14 ECONOMIC CONSEQUENCES FOR HOLDERS
10
15 MAJOR BENEFICIAL SHAREHOLDERS ON IMPLEMENTATION OF THE PROPOSED TRANSACTION
10
16 REINET SHARE CAPITAL
10
17 DIRECTORS' RESPONSIBILITY STATEMENT
11
18 CONSENTS
11
19 DOCUMENTS AVAILABLE FOR INSPECTION
11
20 THE RESOLUTION
11
FORM OF PROXY
Attached
ACTION REQUIRED BY HOLDERS
This Circular is important and requires your immediate attention. The action you need to take is set out below. The definitions and interpretations commencing on page 4 of this Circular have been used in this Action Required by Holders section.
If you are in any doubt as to what action to take, you should consult your CSDP, Broker, attorney or other professional adviser immediately.
Holders shall exercise their votes by delivering proxies to the Transfer Secretaries, as set out in the Form of Proxy attached.
If you wish to Dematerialise your Depositary Receipts, please contact your Broker. If you have disposed of your Depositary Receipts on or before Tuesday, 17 October 2017, this Circular, together with the attached Form of Proxy (blue) should be handed to the purchaser of such Depositary Receipts or to the Broker or other agent who disposed of Depositary Receipts for you.
SALIENT DATES AND TIMES
The definitions and interpretations commencing on page 4 of this Circular have been used in the following table of Salient Dates and Times:
| 2017 | |
|---|---|
| Circular Record Date to determine which Holders are eligible to receive the Circular and Form of Proxy | Friday, 20 October |
| Circular and Form of Proxy distributed to Holders on | Monday, 23 October |
| Notice of Resolution, timetable and action required by Holders released on SENS on | Monday, 23 October |
| Timetable and action required by Holders published in the South African press on | Tuesday, 24 October |
| Last day to trade in order for Holders to be recorded in the Register in order to be eligible to vote by way of proxy on the Proposed Transaction | Tuesday, 7 November |
| Voting Record Date for Holders to be recorded in the Register in order to be eligible to vote by way of proxy on the Proposed Transaction | Friday, 10 November |
| Target date for administrative purposes to lodge Forms of Proxy at 12:00 on | Saturday, 11 November |
| Last day to lodge Forms of Proxy at 17:00 on | Monday, 13 November |
| Votes to be counted at 12:00 on | Tuesday, 14 November |
| Results of the vote released on SENS on | Tuesday, 14 November |
| Last day to trade in Depositary Receipts in order for Holders to be recorded on the Register on the Transaction Record Date (“Register LDT”) | Tuesday, 28 November |
| Relevant Reinet Shares listed on the JSE under ISIN LU0383812293 and code RNI | Wednesday, 29 November |
| Holders can trade their entitlement to Relevant Reinet Shares | Wednesday, 29 November |
| Depositary Receipts suspended from trading on the JSE with effect from the commencement of business on | Wednesday, 29 November |
| Transaction Record Date on which Holders must be recorded in the Register to participate in the Proposed Transaction | Friday, 1 December |
| Implementation of the Proposed Transaction and automatic cancellation of Depositary Receipts (“Implementation Date”) | Monday, 4 December |
| Termination of Depositary Receipt listing on the JSE | Tuesday, 5 December |
Notes:
- Holders will be notified of any amendments to these Salient Dates and Times on SENS and in the South African press.
- All dates and times indicated above are South African standard dates and times.
- If the vote is postponed, Forms of Proxy submitted for the vote will remain valid in respect of any such postponement.
- Holders are advised that there may be no re-materialisation or dematerialisation of the Depositary Receipts after 28 November 2017. Nothing precludes a Holder, upon becoming a Relevant Shareholder of the Company, from re-materialising their Relevant Reinet Shares.
DEFINITIONS
In this Circular, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column have the meanings stated opposite them in the second column, as follows:
"Addendum" the agreement amending and terminating the Deposit Agreement concluded between the Company and Reinet Securities SA on or about Friday, 20 October 2017, which only becomes effective upon the date on which the Resolution is approved by Holders;
"Broker" any person registered as a "broking member (equities)" in accordance with the provisions of the Financial Markets Act;
"Business Day" any day other than a Saturday, Sunday or an official public holiday in South Africa;
"Certificated Depositary Receipts" Depositary Receipts that have not been Dematerialised and are represented by Depositary Receipt certificates or other physical documents of title;
"Certificated Holders" Holders who hold Certificated Depositary Receipts;
"Circular" this document, dated 23 October 2017, including its annexures and attachments;
"Circular Record Date" the date on which a Holder must be recorded in the Register in order to be eligible to receive this Circular and Form of Proxy, being Friday, 20 October 2017;
"Citibank" Citibank N.A, a registered bank incorporated under the National Banking Act of the United States of America, South Africa Branch, a registered branch of a foreign banking institution as provided for the Banks Act, No 94 of 1990 (registration number 1995/007396/10), and all its subsidiaries and divisions;
"Condition Precedent" the condition precedent to the Proposed Transaction, as set out in paragraph 8 of this Circular;
"CSDP" a "participant" as defined in section 1 of the Financial Markets Act;
"Custodian" UBS AG, a company incorporated in Switzerland, authorised to carry out banking and investment activities in various jurisdictions;
"Dematerialise" or "Dematerialisation" the process by which securities held by Certificated Holders are converted or held in an electronic form as uncertificated securities and recorded in a sub-register of security holders maintained by a CSDP or Broker;
"Dematerialised Depositary Receipts" Depositary Receipts that have been Dematerialised or have been issued in Dematerialised form;
"Dematerialised Holders" Holders who hold Depositary Receipts which have been dematerialised in terms of the requirements of Strate;
"Deposit Agreement" the agreement entered into between the Company and Reinet Securities SA on or about 15 December 2010, in terms of which Reinet Securities SA holds in safe custody one Relevant Reinet Share for every 10 Depositary Receipts in issue;
"Depositary Receipts" depositary receipts issued by Reinet Securities SA in respect of Relevant Reinet Shares;
"Directors" the board of directors of the General Partner, acting collectively, whose names are set out on page 7 of this Circular;
"Euroclear Nederland"
Nederlands centraal instituut voor effecten verkeer B.V., which is the central securities depository (centraal instituut) in the Netherlands and the operator of the clearance system in the Netherlands;
"Financial Markets Act"
the Financial Markets Act No. 19 of 2012, as amended;
"Form of Proxy"
the blue form of proxy attached to and forming part of this Circular, where applicable;
"General Partner"
Reinet Investments Manager S.A. (registration number B141.352), a limited liability company duly registered and incorporated in accordance with the laws of the Grand Duchy of Luxembourg and the manager of the Company;
"Holders"
registered holders of Depositary Receipts;
"Implementation Date"
the date with effect from which –
-
in the case of Dematerialised Depositary Receipts, the Holders shall, upon the automatic cancellation of the Depositary Receipts, become Relevant Shareholders of the applicable number of Relevant Reinet Shares, provided that the Holder owns 10 or more Depositary Receipts, as set out in paragraph 10 below;
-
in the case of Certified Depositary Receipts, upon the automatic cancellation of the Depositary Receipts, a valid account with a CSDP or broker specified by a Holder, or, in the absence of such specification, a nominee account for the benefit of the relevant Holders in Strate will be automatically credited with the applicable number of Dematerialised Relevant Reinet Shares, provided that the Holder owns 10 or more Depositary Receipts, as set out in paragraph 10 below;
on the first Business Day immediately after the Transaction Record Date, being Monday, 4 December 2017;
"JSE"
the exchange operated by the JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated in accordance with the laws of South Africa and listed on the JSE, licensed as an exchange under the Financial Markets Act;
"Last Practicable Date"
Wednesday, 18 October 2017, being the last practicable date prior to the finalisation of this Circular;
"LuxSE"
the Luxembourg Stock Exchange;
"Own Name" Registration"
the status of Dematerialised Holders who have instructed their CSDP to hold their Dematerialised Depositary Receipts in their own name on the sub-register (the list of Holders maintained by the CSDP and forming part of the Register);
"PLC Nominees"
PLC Nominees (Proprietary) Limited (registration number 1989/002235/07), a private company duly registered and incorporated under the laws of South Africa, all of the issued shares of which are held by Strate;
"Proposed Transaction"
the automatic cancellation of all Depositary Receipts and substitution thereof with Relevant Reinet Shares, such that the Holders shall become Relevant Shareholders, if and to the extent that they hold 10 or more Depositary Receipts;
"Register"
Reinet's securities sub-register maintained in South Africa by the Transfer Secretaries and including the Dematerialised sub-registers maintained by the CSDPs;
"Register LDT"
last day to trade in Depositary Receipts in order for Holders to be recorded on the Register on the Transaction Record Date;
5
6
"Reinet" or "the Company"
Reinet Investments S.C.A. (registration number B16.576), a limited partnership duly registered and incorporated in accordance with the laws of the Grand Duchy of Luxembourg, the Reinet Shares of which are listed on the LuxSE and which are also expected to be admitted to listing and trading on Euronext Amsterdam on or about 14 November 2017 and the Depositary Receipts of which (issued by Reinet Securities SA) are listed on the JSE;
"Reinet Securities SA"
Reinet Securities SA (registration number CHE - 116.367.984), a company duly registered and incorporated in accordance with the laws of Switzerland and the depositary responsible for the Depositary Receipt programme;
"Reinet Shares"
ordinary shares in the issued share capital of Reinet;
"Relevant Reinet Shares"
those Reinet Shares held by the Custodian as at the Transaction Record Date, for the account of Reinet Securities SA;
"Relevant Shareholders"
a former Holder that will hold Relevant Reinet Shares with effect from the Implementation Date, pursuant to the implementation of the Proposed Transaction;
"Resolution"
the resolution set out in paragraph 20 below, which is required to be passed by way of a vote via proxy in order to approve the amendment to the Deposit Agreement;
"SARS Ruling"
the binding class ruling obtained by Reinet and Reinet Securities SA from the South African Revenue Service on 12 April 2017, as set out in paragraph 3.2 of the Circular;
"SENS"
the Stock Exchange News Service of the JSE;
"Strate"
Strate Proprietary Limited (registration number 1998/022242/07), a private company duly registered and incorporated in accordance with the laws of South Africa and a registered central securities depository in terms of the Financial Markets Act;
"South Africa"
the Republic of South Africa;
"Transaction Record Date"
the date on which a Holder must be recorded in the Register in order to be eligible to receive the Relevant Reinet Shares, being Friday, 1 December 2017;
"Transfer Secretaries"
Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly registered and incorporated in accordance with the laws of South Africa;
"Voting Record Date"
the date on which a Holder must be recorded in the Register in order to be eligible to vote by way of proxy on the Proposed Transaction, being Friday, 10 November 2017; and
"VWAP"
volume weighted average price in South African Rands, being the weighted average traded price on the JSE of the Depositary Receipts, divided by the total number of Depositary Receipts traded, over a particular period of time.
REINET INVESTMENTS S.C.A.
(Incorporated in the Grand Duchy of Luxembourg)
(Registration number B16.576)
Depositary Receipt ISIN: CH0045793657
Depositary Receipt Code: REI
("Reinet" or "the Company")
Directors of the General Partner
Executive Directors
Johann Rupert (Chairman) (South African)
Wilhelm van Zyl (Chief Executive Officer) (South African)
Non-executive Directors
Alan Grieve (British)
Josua Malherbe (South African)
Eloy Michotte (Belgian)
CIRCULAR TO HOLDERS
1. INTRODUCTION AND BACKGROUND
1.1 The Reinet Shares are primary listed and traded on the LuxSE. In addition, Reinet Securities SA, as a depositary of the Relevant Reinet Shares, has issued Depositary Receipts in respect of the Relevant Reinet Shares, which are traded on the JSE by way of a secondary listing, in the ratio of 10 Depositary Receipts to each Relevant Reinet Share.
1.2 The terms and conditions applicable to Depositary Receipts are set out in the Deposit Agreement entered into between Reinet Securities SA, as depositary, and the Company, as issuer. In its capacity as depositary, Reinet Securities SA holds one Relevant Reinet Share for every 10 Depositary Receipts in issue, for the benefit of the Holders.
1.3 The Directors have determined that the Proposed Transaction will enhance liquidity and simplify the Company's listing structure, in the best interests of both the Company and the Holders. In order to implement the Proposed Transaction, it is necessary to amend the terms of the Deposit Agreement, as set out in paragraph 3 below.
2. PURPOSE OF THIS CIRCULAR
The purpose of this Circular is to provide Holders with information pertaining to the Proposed Transaction in order for Holders to be in a position to furnish voting instructions via proxy to the Transfer Secretaries in respect of the Resolution.
3. AMENDMENT TO THE DEPOSIT AGREEMENT AND THE SARS RULING
3.1 On or about 15 December 2010, Reinet Securities SA and the Company entered into the Deposit Agreement.
3.2 Reinet Securities SA and the Company now wish to amend the Deposit Agreement to cancel all Depositary Receipts, such that the Holders shall become Relevant Shareholders of the Relevant Reinet Shares. An advance tax ruling was provided by SARS on 12 April 2017, which ruled, inter alia, that -
3.2.1 each Holder is the beneficial owner of one Relevant Reinet Share for every 10 Depositary Receipts held;
3.2.2 the implementation of the Proposed Transaction will not constitute disposals of the Depositary Receipts for the purposes of the Eighth Schedule to the Income Tax Act, No 58 of 1962 ("Income Tax Act"), nor will they constitute disposals for the purposes of section 22 of the Income Tax Act; and
3.2.3 the Relevant Reinet Shares will not be "acquired" by Holders by virtue of the Proposed Transaction and will accordingly retain the base cost attributable to them under the Depositary Receipt programme or their character as trading stock, as the case may be.
3.3 The SARS Ruling is available for inspection as set out in paragraph 19 of this Circular.
3.4 In terms of clauses 39.1 and 46 of the Deposit Agreement, no amendment or variation of the Deposit Agreement shall be effective unless it is in writing and signed by each of the parties to the Deposit Agreement (i.e. the Company and Reinet Securities SA). Furthermore, as the Proposed Transaction modifies the nature of the interest of the Holders in the Company, the amendment to the Deposit Agreement shall not become effective until it has been approved by the Holders in terms of the Resolution set out in paragraph 20 below.
4. VOTING ON THE AMENDMENT TO THE DEPOSIT AGREEMENT
Approval of the Resolution by Holders requires that not less than two thirds of the votes exercised are in favour of the amendment. The votes exercised must constitute no less than one third of the total exercisable votes in respect of all the issued Depositary Receipts as at the Voting Record Date. Holders shall exercise their votes by delivering proxies to the Transfer Secretaries in respect of the Resolution pertaining to the amendment to the Deposit Agreement, in the form and manner set out in the Form of Proxy. No meeting of Holders is required. A Holder that abstains shall be regarded as having exercised a vote against the Resolution. Any vote that is invalidly exercised shall not be regarded as a vote.
5. SALIENT TERMS OF THE ADDENDUM
5.1 The Addendum, which is required to amend the Deposit Agreement in order to implement the Proposed Transaction, is available for inspection as set out in paragraph 19 of this Circular. The salient terms of the Addendum include, inter alia –
5.1.1 the mechanics of the Proposed Transaction (as set out in paragraph 9 below);
5.1.2 the automatic cancellation of the Depositary Receipts (as set out in paragraph 10 below);
5.1.3 the cancellation of the Deposit Agreement (as amended by the Addendum) (as set out in paragraph 12 below);
5.1.4 the procedure for dealing with fractions of Relevant Reinet Shares, upon implementation of the Proposed Transaction (as set out in paragraph 13 below); and
5.1.5 the Dematerialisation of Relevant Reinet Shares held by former Certified Holders.
5.2 Should the requisite majority (as set out in paragraph 4 above) vote in favour of the amendment to the Deposit Agreement, at the Implementation Date, each Holder shall be deemed, by continuing to hold such Depositary Receipt, to consent and agree to the amendment and be bound by the terms of the Addendum. Accordingly, all Depositary Receipts shall be cancelled automatically and Holders will become Relevant Shareholders in the Company.
6. TAX CONSEQUENCES FOR HOLDERS
As set out in paragraph 3.2 above, the cancellation of the Depositary Receipts, such that the Holders that are taxpayers in South Africa shall become Relevant Shareholders of the Relevant Reinet Shares, will not constitute disposals of the Depositary Receipts for the purposes of capital gains tax or income tax.
Holders should seek advice from appropriate professional advisers if they are in any doubt whatsoever regarding their tax position.
7. RATIONALE FOR PROPOSED TRANSACTION
7.1 The Depositary Receipts were originally created and issued in order to facilitate South African investors' exposure to Reinet, in compliance with the exchange control requirements in place at the time.
7.2 At present, significant trading in the Company's securities takes place on the JSE. However, trading between the Company's investors in Europe and South Africa is limited, which in turn restricts liquidity in Europe. The board of directors considers that the Company's exchange traded valuation suffers as a result of this illiquidity, to the disadvantage of the Company's investors.
7.3 The board of directors considers that, if implemented, these proposals will provide greater flexibility for shareholders of the Company, facilitate easier trading of securities in the Company for all investors and improve liquidity in the market of the Company's securities.
7.4 Achievement of these goals will only be possible if investors in South Africa and Europe are able to trade across markets in an efficient way in the same instrument, which requires the cancellation of the Company's Depositary Receipt programme.
8. CONDITION PRECEDENT TO THE PROPOSED TRANSACTION
The Proposed Transaction is subject to the fulfilment of the condition precedent that by no later than 12h00 on 14 November 2017, or such later date as the Company and the Directors in their discretion determine, the Resolution is approved by the Holders, in accordance with paragraph 4 above.
9. MECHANICS OF THE PROPOSED TRANSACTION
9.1 Prior to the Implementation Date, the Relevant Reinet Shares will continue to be reflected in a deposit account held by the Custodian or Citibank for the account of Reinet Securities SA, for the benefit of the Holders.
9.2 Prior to the Implementation Date, Reinet Securities SA and the Company shall collaborate to procure that the Relevant Reinet Shares are held in a Citibank account in South Africa for the account of Reinet Securities SA, for the benefit of the Holders.
9.3 Following the steps in clause 9.2 above, Reinet Securities SA and the Company will collaborate to procure that Citibank will hold all the Relevant Reinet Shares traded in South Africa in an account with Euroclear Nederland; will collaborate to procure that Citibank will provide the link between the Euroclear Nederland account, Strate and a subregister of the Relevant Reinet Shares held by PLC Nominees. PLC Nominees, in turn, will hold the Relevant Reinet Shares for the benefit of the Holders and, with effect from the Implementation Date, the Relevant Reinet Shareholders on the basis that every one Reinet Share will represent 10 Depositary Receipts.
9.4 With effect from the Implementation Date the Depositary Receipts will be cancelled automatically (as set out in paragraph 10 below) and Reinet Securities SA and the Company shall procure that Strate and the relevant CSDPs make the necessary entries in their accounts for the benefit of the Holders, to cancel the Depositary Receipts and reflect the Relevant Reinet Shares in those accounts on the basis of one Relevant Reinet Share for every 10 Depositary Receipts held by a Holder as at the Transaction Record Date.
9.5 The account entries contemplated in clauses 9.2, 9.3 and 9.4 do not amount to a change in beneficial ownership of the Relevant Reinet Shares.
9.6 If the Condition Precedent to the Proposed Transaction fails to be fulfilled, the Proposed Transaction will not be implemented.
10. AUTOMATIC CANCELLATION OF DEPOSITARY RECEIPTS
10.1 Certificated Depositary Receipts:
10.1.1 With effect from the Implementation Date, Reinet Securities SA and the Company shall, in respect of former Certificated Holders, procure that the Transfer Secretaries reflect the Relevant Reinet Shares in Dematerialised form in a valid account with a CSDP or broker specified by a Holder, or, in the absence of such specification, in a nominee account for the benefit of the Relevant Shareholders, if and to the extent that they held 10 or more Depositary Receipts.
10.1.2 A Relevant Shareholder (who was previously the Holder of Certificated Depositary Receipts) that has not specified a valid account with a CSDP or broker, shall only be entitled to deal in the Relevant Reinet Shares upon having completed the necessary procedure to open accounts with CSDPs in Strate, if and to the extent that they held 10 or more Depositary Receipts.
10.2 Dematerialised Depositary Receipts:
10.2.1 With effect from the Implementation Date, the Holders of the Dematerialised Depositary Receipts shall become Relevant Shareholders of the applicable number of Relevant Reinet Shares as intended in clause 9.4 above, if and to the extent that they held 10 or more Depositary Receipts.
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10
11. VOTING
Following the Implementation Date, Relevant Shareholders of the Relevant Reinet Shares shall be entitled to vote in accordance with the Strate Rules and Directives, where applicable, and the Articles of Association of the Company.
12. CANCELLATION OF THE DEPOSIT AGREEMENT AND DELISTING
With effect from the Implementation Date, the Deposit Agreement (as amended by the Addendum) shall be cancelled, the Depositary Receipts shall be cancelled, and on the Business Day immediately following the Implementation Date, the Depositary Receipts shall be delisted on the JSE.
13. FRACTIONS
Relevant Shareholders shall not hold fractions of Relevant Reinet Shares. If the aggregate number of the Relevant Reinet Shares to be held by a Relevant Shareholder is not a whole number, then the number of Relevant Reinet Shares to be held by that Relevant Shareholder shall be rounded down to the nearest whole number, such that the Relevant Shareholder does not hold a fraction of a Relevant Reinet Share. Reinet Securities SA shall pay an amount in cash (to be notified to Holders) to Holders in lieu of their fractions and shall, at its own risk of profit and loss, reimburse itself from the proceeds of the sale in the market of the Relevant Reinet Shares representing the aggregate fractions. The cash amount paid to Holders shall be based on the 10-day VWAP of the Depositary Receipt as at the Register LDT.
14. ECONOMIC CONSEQUENCES FOR HOLDERS
Holders will be in substantially the same economic position after implementation of the Proposed Transaction taking into account the value of their Depositary Receipts prior to the Proposed Transaction and the value of their Relevant Reinet Shares together with the cash payment for any fractional entitlements after implementation of the Proposed Transaction.
15. MAJOR BENEFICIAL SHAREHOLDERS ON IMPLEMENTATION OF THE PROPOSED TRANSACTION
Insofar as it has been notified to the Company, the following shareholders will have a direct beneficial interest in 5% or more of the Reinet Shares on implementation of the Proposed Transaction:
| Shareholder | Number of Reinet Shares held directly on implementation (million) | % of issued Reinet Share capital |
|---|---|---|
| Parties Affiliated to the Anton Rupert Trust | 48.8 | 24.93 |
| Public Investment Corporation | 28.6 | 14.61 |
| Allan Gray Limited | 9.8 | 5.01 |
| Total | 87.2 | 44.55 |
16. REINET SHARE CAPITAL
16.1 The table below sets out the issued ordinary share capital of Reinet at the Last Practicable Date.
| €m | |
|---|---|
| Issued | |
| 195 941 286 Reinet Shares issued and fully paid | 220 |
16.2 The table below set outs the issued ordinary share capital Reinet on implementation of the Proposed Transaction.
| €m | |
|---|---|
| Issued | |
| 195 941 286 Reinet Shares issued and fully paid | 220 |
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17. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors, whose names are set out on page 7 above, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular in relation to Reinet and certify that, to the best of their knowledge and belief, no material facts have been omitted which would make any statement in this Circular false or misleading and that all reasonable enquiries to ascertain such facts have been made.
18. CONSENTS
The Company's advisers, whose names appear in the "Corporate Information and Advisers" section of this Circular have given and have not, prior to the Last Practicable Date, withdrawn their written consent to the inclusion of their names in the form and context in which they appear in this Circular.
19. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents or copies thereof, will be available for inspection by Holders during normal office hours, from 09h00 to 17h00, from Tuesday, 24 October 2017 up to and including the date on which the counting of the votes will take place, at the registered office of the Company and at the offices of the Financial Adviser, Merchant Bank and Sponsor.
- the signed consents letters referred to in paragraph 18 above;
- a signed copy of the Deposit Agreement;
- a signed copy of the Addendum;
- a signed copy of this Circular; and
- the SARS Ruling.
20. THE RESOLUTION
The following resolution is proposed:
"Resolved that the amendment to the Deposit Agreement, as provided in the Addendum, in terms of which the Proposed Transaction is implemented whereby all Depositary Receipts are cancelled and Holders shall become Relevant Shareholders of the Company, be and is hereby approved."
As specified above, Reinet Securities SA and the Company wish to amend the Deposit Agreement to cancel the Depositary Receipts, such that the Holders shall become Relevant Shareholders of the Relevant Reinet Shares. The reason for this resolution is that the Proposed Transaction modifies the nature of the interest of the Holders in the Company and, accordingly, the amendment to the Deposit Agreement will not become effective unless it has been approved by Holders in terms of the Resolution.
In terms of the Deposit Agreement, an approval by Holders requires that not less than two-thirds of the votes exercised by proxy in favour of the amendment and the votes exercised must constitute no less than one-third of the total exercisable votes in respect of all the issued Depositary Receipts as at the Voting Record Date.
For and on behalf of Reinet
This Circular was signed in Luxembourg for and on behalf of all the Directors in terms of a written resolution signed by each of the Directors on or about Friday, 29 September 2017.
Signed on behalf of the Directors
Friday, 20 October 2017
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REINET INVESTMENTS S.C.A.
(Incorporated in the Grand Duchy of Luxembourg)
(Registration number B16.576)
Depositary Receipt ISIN: CH0045793657
Depositary Receipt Code: REI
("Reinet" or "the Company")
FORM OF PROXY
All the terms defined in the Circular, to which this notice is attached, shall bear the same meaning when used in this Form of Proxy.
This Form of Proxy is for use only by Certified Holders or Holders who have Dematerialised their Depositary Receipts with "Own Name" Registration.
Dematerialised Holders are advised to provide their CSDP or Broker with their voting instructions in respect of the Resolution.
I/We
(Full name in block letters)
of (address)
Telephone number _____ Cellphone number _______
e-mail address _________
being the holder of _________ Depositary Receipts issued by Reinet Securities SA, hereby appoint the Transfer Secretaries as my/our proxy to vote for me/us on my/our behalf or abstain from voting as indicated on the amendment to the Deposit Agreement, which will, in turn, result in the Proposed Transaction being implemented, subject to the provisions contained in the Deposit Agreement and the Addendum.
| For | Against | Abstain | |
|---|---|---|---|
| Resolution | |||
| Approval of the amendment and termination of the Deposit Agreement, as set out in the Addendum. |
Note: Please indicate the number of votes to be exercised for or against the Resolution in each of the spaces provided above. Unless otherwise instructed on this Form of Proxy, the proxy will vote or abstain in its discretion.
A Holder that abstains shall be regarded as having exercised a vote against the Resolution. Any vote that is invalidly exercised shall not be regarded as a vote.
Signed at _____ on _______
Signature/s _________
Name in block letters (full name if signing in representative capacity)
Assisted by (where applicable) (state capacity and full name) _________
Incl
Notes:
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A Holder's instruction to the proxy must be indicated by inserting the relevant number of Depositary Receipts in respect of which the Holder wishes to give instructions to the Transfer Secretaries in the appropriate spaces provided on the form. A Holder is not obliged to give voting instructions in respect of any Depositary Receipts held and may give instructions to vote in respect of only part of his or her holding. The total of voting instructions given, including abstentions recorded, may not exceed the total number of Depositary Receipts held on the Voting Record Date.
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Forms of Proxy must be received by the Transfer Secretaries c/o Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (PO Box 61051, Marshalltown 2107), not later than 17h00 on Monday, 13 November 2017. Forms of Proxy received later than this time may be treated as invalid.
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The authority of the person signing the proxy:
a. Under a power of attorney; or
b. on behalf of a company;
must be attached to this proxy unless the power of attorney has already been recorded by Reinet Securities SA or the Transfer Secretaries. If the appointer is a corporate body, the power of attorney must be signed in the manner which and by the person who binds that corporate body.
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Where two or more persons are registered as joint Holders of a Depositary Receipt, only that Holder whose name appears first in the Register in respect of that Depositary Receipt may vote.
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Any alterations made to this Form of Proxy must be initialled.
fince
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PRINTED BY INCE (PTY) LTD
REF. JOB014471