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COMPAGNIE FINANCIERE RICHEMONT SA - Equity-based loyalty scheme correction to the specified number

Release Date: 21/08/2020 15:00
Code(s): CFR     PDF:  
Wrap Text
Equity-based loyalty scheme correction to the specified number

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

RICHEMONT SECURITIES SA | EQUITY-BASED LOYALTY SCHEME CORRECTION TO THE SPECIFIED NUMBER

1. Introduction

Holders of Richemont Securities Depositary Receipts ("DRs") ("DR Holders") are referred to the announcement released on the Stock Exchange News Service on 7 August 2020 wherein Richemont Securities advised DR Holders that the board of directors of Compagnie Financière Richemont SA, Switzerland ("Richemont" or "CFR") (the "Board") has proposed an equity based shareholder loyalty scheme whereby it will issue tradable warrants to its shareholders. Richemont will issue A warrants to holders of Richemont A shares ("A Warrants"), B warrants to holders of Richemont B shares ("B Warrants") collectively the "Warrants" and the Company will issue A warrant receipts to DR Holders ("A Warrant Receipts"). Richemont shareholders and DR Holders will be able to either trade the A Warrants or A Warrant Receipts or, subject to the terms and conditions of the A Warrants and A Warrant Receipts, acquire new Richemont A shares or DRs respectively, in three years at a potentially beneficial exercise price. DR Holders will receive 
two A Warrant Receipts for every DR held.


2. Correction to the Specified Number

The Specified Number is the number of A Warrants or A Warrant Receipts, as the case may be, required to be exercised to purchase one CFR Share or one DR, as the case may be during the Exercise Period. The Specified Number in paragraph 7 of the SIM was incorrectly described as "The Specified Number of A Warrant Receipts giving the right to Eligible Holders to subscribe for one DR during the Exercise Period will be equal to the Rand amount of the Exercise Price". The following paragraph is hereby substituted for the description of Specified Number in paragraph 7 of the SIM, "The Specified Number of A Warrant Receipts giving the right to Eligible Holders to subscribe for one DR during the Exercise Period will be equal to the Specified Number as defined in the IM and the terms of the A Warrants."

The impact of the correction to the Specified Number is that Eligible Holders will require fewer A Warrant Receipts to be exercised to purchase one DR during the Exercise Period. The illustrative calculation in paragraph 6 of the SIM that provides an example of the potential financial calculation of the A Warrant Receipts has also been updated.


3. Supplementary information memorandum

Information on the loyalty scheme, the information memorandum ("IM") for Richemont shareholders and the supplementary information memorandum ("SIM") for DR Holders, was made available on the Company's website (https://www.richemont.com/media-cfr/company-announcements.html?view=article&id=806) on 7 August 2020, and was posted to DR Holders on 12 August 2020.

An updated version of the SIM containing the correct description of the Specified Number and the updated illustrative calculation will be available on the Company's website as at the date of this announcement and an Erratum will be distributed to DR Holders on or about 24 August 2020.


4. Disclaimer

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

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


21 August 2020


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

Legal advisor to Richemont Securities
Cliffe Dekker Hofmeyr

Date: 21-08-2020 03:00:00
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