Exercise period for 2020 equity-based shareholder loyalty scheme opens on 20 November 2023 and from 17 November 2023 for South African holders
31 OCT 2023
Please see the important notices at the end of this announcement
Compagnie Financière Richemont SA (the “Company” or “Richemont”) would like to remind its shareholders that the exercise period of the 'A' warrants that the Company issued in November 2020 as part of its Equity-based Loyalty Scheme will start at 9.00 a.m. CET on Monday 20 November 2023 and will last until 12.00 (noon) CET on Wednesday 22 November 2023. 67 warrants are required to acquire one Richemont 'A' share, at an exercise price of CHF 67 per share. South African holders who received 'A' warrants further to the termination of Richemont's depositary receipt programme in April 2023 and who hold their 'A' warrants through Central Securities Depository Participants (“CSDPs”) connected to Strate, the South African Central Securities Depository (“South African holders”) will be able to exercise their 'A' warrants in South African rands between 9.00 a.m. SAST on 17 November 2023 and 12.00 (noon) SAST on 21 November 2023. The South African rand exercise price will be announced on or prior to 17 November 2023 by way of an announcement published through the South African News Service (SENS).
Richemont's Equity-based Loyalty Scheme was originally created to mitigate the reduction in the cash dividend per share for the year ended March 2020 following the impact of the Covid-19 outbreak, thereby enabling long-term shareholders to acquire new Richemont 'A' shares at a potentially beneficial exercise price in three years’ time.
Commenting on the Loyalty Scheme, Johann Rupert, Chairman of Richemont, said:
“Back in 2020, the scheme was a bet that human ingenuity would find a way to remedy the unprecedented Covid-19 pandemic within three years, enabling a return to more normal trading conditions, and thereby leading to a recovery in the Richemont share price. I am relieved that we have been proven right, even if uncertainties prevail in the economic and geopolitical landscapes.
I am truly delighted to see that our shareholders will be rewarded for their patience and trust in Richemont, with the value of the warrants more than compensating for the 2020 cut in the dividend. Unless our share price, currently at CHF 104.75, dramatically falls to or below CHF 67 by 20 November, these warrants are of value and should be exercised before they lapse.”
Further details on Richemont's Loyalty Scheme
The 'A' warrants that Richemont issued under the scheme are listed and traded on the SIX Swiss Exchange (Reuters "CFRAO.S" / Bloomberg "CFRAO:SW" / ISIN CH0559601544) and on the Johannesburg Stock Exchange, as a secondary listing (JSE code: "CFRW"). The last day to trade the 'A' warrants is Wednesday 15 November 2023.
Upon exercise of the 'A' warrants, payment must have been received by 4.00 p.m. CET on Friday 24 November 2023. For South African holders willing to exercise their 'A' warrants in rands, payment will have to be made until 12.00 p.m. (noon) on 21 November 2023.
The new 'A' shares issued pursuant to the exercise of the 'A' warrants will be delivered on Swiss custody accounts on Tuesday 28 November 2023, regardless of when the exercise notice is submitted within the exercise period. South African holders having exercised their 'A' warrants in rands will receive the new 'A' shares through their CSDPs on or about 29 November 2023.
For additional information on the Equity-based Loyalty Scheme, please refer to the section on the Richemont website.
Legal and Regulatory Restrictions
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 Richemont shares (“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.
At Richemont, we craft the future. Our unique portfolio includes prestigious Maisons distinguished by their craftsmanship and creativity. Richemont’s ambition is to nurture its Maisons and businesses and enable them to grow and prosper in a responsible, sustainable manner over the long term.
Richemont operates in three business areas: Jewellery Maisons with Buccellati, Cartier and Van Cleef & Arpels; Specialist Watchmakers with A. Lange & Söhne, Baume & Mercier, IWC Schaffhausen, Jaeger-LeCoultre, Panerai, Piaget, Roger Dubuis and Vacheron Constantin; and Other, primarily Fashion & Accessories Maisons with Alaïa, AZ Factory, Chloé, Delvaux, dunhill, Montblanc, Peter Millar including G/FORE, Purdey, Serapian as well as Watchfinder & Co. In addition, Richemont operates NET-A-PORTER, MR PORTER, THE OUTNET, YOOX and the OFS division.
Richemont ‘A’ shares are listed and traded on the SIX Swiss Exchange, Richemont’s primary listing, and are included in the Swiss Market Index ('SMI') of leading stocks. The ‘A’ shares are also traded on the Johannesburg Stock Exchange, Richemont’s secondary listing.