|
The restructuring was effected in October 2008. The information presented below is for information purposes only.
IMPORTANT NOTICE
PROPOSED RESTRUCTURING OF RICHEMONT AND DISTRIBUTION OF SHARES IN BRITISH AMERICAN TOBACCO p.l.c. (the “PROPOSALS”)
The information memorandum relating to the Proposals (the “Information Memorandum”)
is being made available on this part of the website by Richemont in
good faith and for information purposes only. The Information
Memorandum does not constitute an offer to sell or the solicitation of
an offer to buy or a recommendation to buy or sell any security and has
been prepared solely as common information for the shareholders of
Compagnie Financière Richemont S.A. (“CFR”) and the holders of participation certificates in Richemont S.A. (“RSA”)
in relation to the shareholders' meeting of CFR to be held on 9 October
2008 and the meeting of the holders of the participation certificates
issued by RSA on 1 September 2008.
ACCESS TO THE INFORMATION MEMORANDUM
Please read this
notice carefully - it applies to all persons who view this part of the
website and, depending upon who you are and where you are situated or
live, it may affect your rights. Only Richemont unitholders may access
the Information Memorandum.
This part of the site
contains the Information Memorandum. Please note that the information
and the documents contained or incorporated by reference herein are not
necessarily complete and may be changed. In addition, this disclaimer
may be altered or updated. You should read it in full each time you
visit this part of the website.
SECURITIES LAWS CONSIDERATIONS
Viewing the
Information Memorandum may not be lawful in certain jurisdictions. In
other jurisdictions, only certain categories of person are allowed to
view the Information Memorandum.
In particular, the
Information Memorandum will not be distributed, directly or indirectly
in or into Italy or the USA or any other jurisdiction where to do so
would constitute a breach of laws and/or regulations in that
jurisdiction or may subject Richemont or its affiliates to registration
requirements within that jurisdiction or loss of an exemption from such
registration requirements (each a “Restricted Jurisdiction”).
The Information
Memorandum will also not be distributed, directly or indirectly to
certain categories of persons in or resident in Germany or any other
persons where to do so would constitute a breach of laws and/or
regulations in their respective jurisdiction or may subject Richemont
or its affiliates to registration requirements within that jurisdiction
or loss of an exemption from such registration requirement (each a “Restricted Person”).
Persons in or resident in Germany may only view the Information
Memorandum if they are an institutional investor within the meaning of
section 2(11) sentence 2 no 1 of the German Investment Act (Investmentgesetz).
Failure to comply
with any such requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. Accordingly, the
Information Memorandum must not be viewed if you are a Restricted
Person or in or a resident of a Restricted Jurisdiction.
Copies of the
Information Memorandum are not being, or may not be, mailed or
otherwise forwarded, distributed or sent to a Restricted Person or in
or into a Restricted Jurisdiction, and persons receiving the
Information Memorandum (including, without limitation, custodians,
nominees and trustees) must not mail, distribute or send them to a
Restricted Person or into or from a Restricted Jurisdiction, or use
such mails or any such means, instrumentality or facility for any
purpose directly or indirectly in connection with the Proposals.
The Information
Memorandum does not constitute nor does it form part of any offer or
invitation to buy, sell, exchange or otherwise dispose of, or issue, or
any solicitation of any offer to sell or issue, exchange or otherwise
dispose of, buy or subscribe for, any securities, nor does it
constitute investment, legal, tax, accountancy or other advice or a
recommendation with respect to such securities, nor does it constitute
the solicitation of any vote or approval in any jurisdiction, nor shall
there be any offer or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the applicable securities laws of
any such jurisdiction (or under exemption from such requirements).
CFR and RSA have been
advised that the transactions contemplated by this Information
Memorandum, which are being submitted for approval by the holders of
shares in CFR (“CFR Shares”) and holders of RSA participation certificates (“RSA PCs”)
at the meetings referred to in the Information Memorandum, may be
deemed to be an offer or sale within the meaning of the United States
Federal securities laws. Neither the CFR Shares nor the RSA PCs nor
shares in Reinet Investments (“Reinet Shares”)
nor any other securities described or directly or indirectly referred
to herein have been and nor will they be registered under the United
States Securities Act of 1933 (the “Securities Act”)
or any state securities laws in the United States and, if and to the
extent that any such securities may be deemed to have been offered or
sold as a result of the transactions contemplated by the Information
Memorandum, such securities are being offered and sold only to holders
of CFR Shares and RSA PCs in offshore transactions outside the United
States in accordance with Regulation S under the Securities Act.
This Information
Memorandum has not been and may not be disseminated or distributed by
any person in the United States or to U.S. persons. The Information
Memorandum does not constitute an offer or sale of any securities which
in the future may be offered by Reinet Investments pursuant to the
anticipated rights offering referred to in Section 2.6 of the
Information Memorandum. The terms of any such future rights offering
have not been determined, and the securities which may be offered by
Reinet Investments pursuant thereto will be offered by separate
offering documentation. Furthermore, such future rights offering by
Reinet Investments has not and will not be registered under the
Securities Act or any state securities laws in the United States, and
any securities to be offered by Reinet Investments pursuant to any such
rights offering may only be offered, placed or sold in offshore
transactions outside the United States in accordance with Regulation S
under the Securities Act.
FORWARD-LOOKING STATEMENTS
The Information
Memorandum includes forward-looking statements that are subject to
risks and uncertainties, including those pertaining to the anticipated
benefits to be realised from the Proposals. The Information Memorandum
contains a number of forward-looking statements including, in
particular, statements about future events, future financial
performance, plans, strategies, expectations, prospects, competitive
environment, regulation and supply and demand. Forward-looking
statements include all statements that are not historical facts and can
be identified by the use of forward-looking terminology such as the
words "may", "will", "expect", "anticipate", "believe", "estimate",
"plan", "intend" and similar expressions or the negative of these terms
or similar expressions in the Information Memorandum. The management of
Richemont has based these forward-looking statements on its views with
respect to future events and financial performance. Actual financial
performance of the entities described in the Information Memorandum
could differ materially from that projected in the forward-looking
statements due to the inherent uncertainty of estimates, forecasts and
projections, and financial performance may be better or worse than
anticipated. Given these uncertainties, readers should not put undue
reliance on any forward-looking statements.
Forward-looking
statements represent estimates and assumptions only as of the date that
they were made. The information contained in the Information Memorandum
is subject to change without notice and Richemont does not undertake
any duty to update the forward-looking statements, and the estimates
and assumptions associated with them, except to the extent required by
applicable laws and regulations. Readers should carefully read the
Information Memorandum in its entirety as it contains important
information about the business of Richemont, future benefits of the
Proposals, management plans and objectives and the risks faced.
BASIS OF ACCESS TO THE INFORMATION MEMORANDUM
Access to the
electronic version of the Information Memorandum is being made in good
faith and for information purposes only. Any person seeking to gain
access to the Information Memorandum represents and warrants to
Richemont that they are doing so for information purposes only. Making
the Information Memorandum available in electronic format does not
constitute an offer to sell or the solicitation of an offer to buy nor
does it constitute a recommendation by Richemont to sell or buy any
security.
Richemont unitholders
should seek advice from an independent financial, legal, tax,
accounting or other adviser as to the suitability of any action for the
individual concerned.
Subject to any
continuing obligations under applicable law or any relevant listing
rules, Richemont expressly disclaims any obligation to disseminate,
after the date of the posting of the Information Memorandum on this
part of the website, any updates or revisions to any statements in the
Information Memorandum to reflect any change in expectations or events,
conditions or circumstances on which any such statements are based.
Confirmation of understanding and acceptance of disclaimer
By clicking “I CONFIRM” below, I confirm that:
i) I have read and
understood the disclaimer set out above. I understand that it may
affect my rights. I agree to be bound by its terms and the terms and
conditions of the Richemont website;
ii) I am permitted to proceed to this part of the website;
iii) I am not a
Restricted Person or a resident of or located in, or a partnership or
corporation organised or incorporated or registered in a Restricted
Jurisdiction or a person acting on behalf of the foregoing; and
iv) I will not
re-transmit, send or otherwise transfer any of the information
contained on this website to any person, including a Restricted Person
or a person in or resident in a Restricted Jurisdiction.
PLEASE NOTE that it
is your responsibility to satisfy yourself as to the full observance of
any relevant laws and regulatory requirements. If you are in any doubt,
you should not continue to access this area of the website.
I CONFIRM
I CANNOT CONFIRM
|