Wrap Text
Exercise of A Warrants by South African A Warrant holders pursuant to CFR’s Equity-Based Loyalty Scheme
Compagnie Financière Richemont SA
(Incorporated in Switzerland)
(Registration number CHE-106.325.524)
Share code: CFR
ISIN: CH0210483332
("CFR" or "the Company")
EXERCISE OF A WARRANTS BY SOUTH AFRICAN A WARRANT HOLDERS PURSUANT TO CFR'S
EQUITY-BASED LOYALTY SCHEME
Unless otherwise indicated, terms defined in the Supplementary Information Memorandum relating to
CFR's Equity-Based Loyalty Scheme distributed by the Company to Depositary Receipt Holders on 19
October 2020 ("SIM"), have been used in this announcement.
1. Equity-Based Loyalty Scheme
In terms of CFR's Equity-Based Loyalty Scheme implemented pursuant to, inter alia, i) the Information
Memorandum ("IM"), A Warrants were issued to holders of A Shares on 27 November 2020, exercisable on
three years' maturity and entitling the holders of A Warrants to acquire further A Shares; and ii) the SIM, back-
to-back A Warrant Receipts were issued to Depositary Receipt Holders on 2 December 2020, likewise
exercisable on three years' maturity and entitling Depositary Receipt Holders to acquire further Depositary
Receipts.
The automatic cancellation of the A Warrant Receipts and the delivery of the underlying A Warrants to A
Warrant Receipt Holders, in the event of the termination of the DR Programme, were envisaged in the SIM.
2. Cancellation of the A Warrant Receipts and automatic delivery of underlying A Warrants
A Warrant holders ("A Warrant Holders") are referred to the announcement released on the Stock Exchange
News Service of the JSE ("SENS") on 17 March 2023 in which they were advised of, inter alia, CFR's intention
to terminate the DR Programme and to the announcement released on 4 April 2023 confirming finalisation of
i) the termination of DR Programme; and ii) the listing of the A Shares and A Warrants on the JSE as a
secondary inward listing.
The A Warrant Receipts were cancelled, together with the Depositary Receipts, with effect from Monday, 24
April 2023, pursuant to which A Warrant Receipts Holders received one A Warrant for every 10 A Warrant
Receipts held (and/or a cash payment in respect of any fractional entitlement) in terms of the provisions of the
circular distributed by the Company to Depositary Receipt Holders on 17 March 2023.
To reflect the cancellation of the A Warrant Receipts, the terms of the A Warrants were amended on October
30, 2023 by publication of an "official notice" published on the website of SIX Swiss Exchange at:
https://www.ser-ag.com/en/resources/notifications-market-participants/official-notices.html#/. The
amendments are essentially to provide that the exercise of the A Warrants by A Warrant Holders who hold A
Warrants deposited with a central securities depositary participant ("CSDP") in terms of the South African
Financial Markets Act, which is a participant in Strate ("South African Holders") will be in accordance with
the timetable set out below.
3. Exercise of the A Warrants by South African Holders
Following cancellation of the A Warrant Receipts and the delivery of the underlying A Warrants to A Warrant
Receipt Holders as a consequence of the termination of the DR Programme, A Warrant Holders are advised
that paragraph 5 to the SIM, Procedure for exercising A Warrant Receipts during the Exercise Period, applies
mutatis mutandis to the exercise of the A Warrants delivered pursuant to the cancellation of the A Warrant
Receipts.
The SIM, together with the IM and ancillary documents, remain available for download on the Company's
website, at https://www.richemont.com/en/home/investors/shareholder-information/shareholder-loyalty-
scheme/
4. Salient dates and times applicable to the Exercise Period
As the Exercise Period of the A Warrants is approaching, the attention of South African Holders is brought to
the following salient dates and times applicable to the Exercise Period in respect of the A Warrants:
2023
A Warrant register closed for all cross-register movements on Wednesday, 8 November
Last day to trade in the A Warrants Wednesday, 15 November
A Warrants suspended from trading on the JSE, with effect from commencement of Thursday, 16 November
business on
Determination of the Final CHF/ZAR FX Rate applicable to the conversion of the Thursday, 16 November
Exercise Price into ZAR
Announcement on SENS of i) the CHF/ZAR FX Rate applicable to the conversion of Friday, 17 November
the Exercise Price into ZAR and ii) the corresponding Exercise Price in ZAR on
Start of the Exercise Period for A Warrants at 09:00 SAST on Friday, 17 November
Record Date for the exercise of A Warrants Monday, 20 November
End of the Exercise Period for A Warrants at 12:00 noon SAST on Tuesday, 21 November
Payment deadline to pay the Exercise Price of A Warrants at 12:00 noon SAST on Tuesday, 21 November
Commencement of trading in the entitlement to New A Shares on the JSE (for Thursday, 23 November
settlement on Tuesday, 28 November 2023), with effect from the commencement of
business on
New A Shares issued against payment of the Exercise Price on Tuesday, 28 November
First settlement of the New A Shares on the JSE, with effect from the commencement Tuesday, 28 November
of business on
Listing of the A Warrants on the JSE terminated, with effect from the commencement Wednesday, 29 November
of business on
Notes:
South African Holders are invited to contact their broker or CSDP for further instructions regarding the exercise of A
Warrants and should be mindful that brokers and CSDPs are likely to impose to their clients deadlines or cut-off dates
falling earlier than the dates set forth above.
The A Warrant register shall be closed for all cross-register movements as from 8 November 2023.
DISCLAIMER
This announcement and the information contained in it are being distributed and communicated for
informational purposes only and are not to be construed as an offer to sell or a solicitation of an offer to buy
shares of the Company ("Shares"), warrants or any other securities, or as a recommendation to the Company's
shareholders, or to any other person, to buy or sell Shares, warrants or any other securities, nor shall there be
any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to
registration or qualification under the applicable securities laws of such state or jurisdiction. Shareholders (or
any other persons) who intend to purchase, exercise or sell the warrants are therefore recommended to first
seek their own financial advice from their stockbroker, bank manager, fund manager, lawyer, accountant or
other appropriately authorised independent financial adviser.
This announcement and the information contained in it are not for publication, release, transmission,
distribution or forwarding, in whole or in part, directly or indirectly, in or into Australia / Hong Kong SAR, China
/ Japan or any other jurisdiction where it would be unlawful to provide such access, or to any persons who are
not authorised under the laws and regulations of their relevant jurisdiction to have access to these materials.
This announcement is neither directed at, nor intended for access or use by, any person or entity that is a
citizen or resident or physically located in any locality, state or country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or regulation or which would require any
registration or licensing within such jurisdiction.
In the United Kingdom, this announcement and the information contained in it are directed only at persons
who are (i) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the
Order or to whom this announcement may otherwise be directed without contravention of the UK Financial
Services and Markets Act 2000 (all such persons together being referred to as "UK Relevant Persons").
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or
sold in the United States absent registration with the US Securities and Exchange Commission ("SEC") or an
exemption from registration. There will be no public offering of these securities in the United States.
Any person who is not a UK Relevant Person or who is otherwise prohibited under applicable law or regulation
from accessing this announcement and the information contained therein should not act on this announcement
or the information contained therein, or engage in any investment activity in connection with the same. Persons
distributing any part of this announcement or the materials contained herein must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this announcement should seek appropriate advice before taking any such
action. Persons into whose possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.
Note to US shareholders
This announcement, the warrants and the Shares have not been approved or disapproved by the SEC. Neither
the SEC nor any US federal or state securities commission or regulatory authority has passed comment or
opinion upon the accuracy or adequacy of this announcement or endorsed the merits of the loyalty scheme,
the warrants or the Shares. Any representation to the contrary is a criminal offence in the United States.
Shareholders who are citizens or residents of the United States are advised that the Warrants and any new
Shares issued through the exercise of the warrants have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or registered or qualified under any securities
laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised,
resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and
applicable state and other securities laws of the United States. There will be no public offer of the warrants or
of any Shares issued through the exercise of the warrants in the United States. This announcement does not
constitute nor will it constitute an offer or an invitation to apply for, or an offer or an invitation to acquire, any
warrants or Shares issued through the exercise of the warrants in the United States.
Other restricted jurisdictions
Warrants and any Shares issued through the exercise of the warrants may not be exercised, offered,
allocated, sold, resold, transferred, delivered or acquired, directly or indirectly, in Australia, Japan
or Hong Kong SAR, China.
By order of the Directors
Switzerland
31 October 2023
Financial advisor, merchant bank and JSE sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Attorneys
Cliffe Dekker Hofmeyr Inc.
CFR A Shares are listed on the SIX Swiss Exchange, CFR's primary listing, and are included in the Swiss
Market Index ('SMI') of leading stocks. CFR A Shares are listed on the JSE, CFR's secondary listing.
Date: 31-10-2023 08:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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