Proposed move to registered share capital
16 May 2013
The Board of Directors of Compagnie Financière Richemont SA announces its intention to propose amendments to the Company’s Articles of Incorporation at the annual general meeting to be held on Thursday, 12 September 2013 in Geneva (‘2013 AGM’). The amendment will enable the Company to bring its ‘A’ bearer shares, which are traded on SIX Swiss Exchange, on to a share register. Accordingly, the Richemont ‘A’ bearer shares shall be defined thereafter as Richemont ‘A’ registered shares.
The proposal brings Richemont further into line with other leading Swiss companies, reflecting the move away from bearer shares across Europe. The proposed change also seeks to relieve those bearer shareholders who wish to exercise their right to vote at general meetings of the ‘share blocking’ constraint applicable in the days immediately preceding such meetings. Consequently, trading in the Company’s shares will be facilitated.
The Company’s share capital comprises 522 million ‘A’ bearer shares and 522 million Richemont ‘B’ registered shares. The proposal would see the A’ bearer shares, which are traded on SIX Swiss Exchange, transformed into ‘A’ registered shares. No changes are proposed in respect of the ‘B’ registered shares.
The economic rights attaching to the ‘A’ bearer shares will not be changed. ‘A’ registered shares will enjoy all of the rights currently conferred upon the ‘A’ bearer shares, including dividend and voting rights.
The envisaged transformation of the Company’s bearer shares into registered shares is not expected to involve the publication of a listing prospectus as the transformation will not involve a share capital increase. However, the registered shares will be assigned a new International Security Identification Number (‘ISIN’) and a new Swiss security number (‘Valorennummer’). ‘CFR’, the current ‘ticker’ of the ‘A’ bearer shares, will be preserved.
In addition to the listing of ‘A’ shares on SIX Swiss Exchange, Richemont has a secondary listing of registered South African Depository Receipts (‘DRs’) in Johannesburg on the exchange operated by JSE Limited. DRs trade in the ratio of ten DRs to each Richemont ‘A’ share. Neither the amendment to the Company’s Articles of Incorporation, nor the envisaged transformation of the ‘A’ shares to registered form and the creation of a share register in Switzerland is expected to have any economic impact on the DRs.
The proposed change to the Company’s Articles of Incorporation will be voted upon at the 2013 AGM. In accordance with Swiss company law, a resolution to change the Company’s Articles requires the approval of two thirds of the shares and an absolute majority of the nominal share capital represented at a general meeting of shareholders. Subject to the proposed changes being approved, Richemont’s bearer shares will be replaced by registered shares and a record date be established for voting purposes at future general meetings.
The new registered shares are expected to be traded for the first time on SIX Swiss Exchange on Tuesday 24 September 2013. The change will be effective in the custody accounts of shareholders three trading days after the first trading day, i.e. on Friday, 27 September 2013.
Further details regarding Richemont’s publicly traded ‘A’ shares may be found on the Group’s website.
Richemont owns a portfolio of leading international brands or ‘Maisons’, which are managed independently of one another, recognising their individuality and uniqueness. The businesses operate in four areas: Jewellery Maisons, being Cartier and Van Cleef & Arpels; Specialist watchmakers, being Jaeger-LeCoultre, Piaget, IWC, Baume & Mercier, Vacheron Constantin, Officine Panerai, A. Lange & Söhne and Roger Dubuis, as well as the Ralph Lauren Watch and Jewelry joint venture; the Montblanc Maison; and Other, being Alfred Dunhill, Chloé, Lancel and Net-a-Porter as well as other smaller Maisons and watch component manufacturing activities for third parties.
Richemont 'A' shares are listed on the SIX Swiss Exchange, Richemont’s primary listing, and are included in the Swiss Market Index ('SMI') of leading stocks. Richemont South African Depository Receipts are listed in Johannesburg, Richemont’s secondary listing.