The restructuring was effected in October 2008. The information presented below is for information purposes only.
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.
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.