COMPANY ANNOUNCEMENT FOR IMMEDIATE RELEASE
24 January 2013
MANAGEMENT STATEMENT FOR THE THIRD QUARTER ENDED 31 DECEMBER 2012
The Board of Reinet Investments Manager S.A. announces the results of Reinet
Investments S.C.A. for the third quarter ended 31 December 2012.
Key financial data :
Net asset value at 31 December 2012: EUR 3 819.2 million, a decrease of 3 per
cent from 30 September 2012
Net asset value per ordinary share at 31 December 2012: EUR 19.49 (30
September 2012: EUR 20.10)
Sale of 5 million British American Tobacco shares in the quarter under review
realised EUR 201 million
Initial investment in Pension Corporation Group Limited during the quarter
CONSOLIDATED NET ASSET VALUE ('NAV')
The NAV of Reinet Investments S.C.A. at 31 December 2012 comprised:
31 December 2012 30 September 2012
EUR m % EUR m %
British American Tobacco p.l.c. 3 048 79.8 3 368 85.5
Other 1 - 1 -
Cash and liquid funds 405 10.6 347 8.8
Unlisted investments 873 22.9 746 18.9
Trilantic Capital Partners 168 4.4 189 4.8
Pension Corporation Group Limited 123 3.2 - -
US land development and mortgages 100 2.6 105 2.7
Jagersfontein and other diamond 94 2.5 90 2.3
36 South 84 2.2 94 2.4
JPS Credit Opportunities 58 1.5 59 1.5
Vanterra Flex Investments 46 1.2 40 1.0
Vanterra C Change TEM 37 1.0 32 0.8
Milestone China Opportunities 35 1.0 13 0.3
Renshaw Bay 11 0.3 8 0.2
Other 117 3.1 116 2.9
Bank borrowings and collar financing
Borrowings (454) (11.9) (469) (11.9)
Derivative assets 28 0.7 27 0.7
Fees payable and other liabilities, net (44) (1.1) (46) (1.2)
of other assets
Funding by minority partners (27) (0.7) (26) (0.6)
3 830 100.3 3 948 100.2
Minority interest (11) (0.3) (10) (0.2)
3 819 100.0 3 938 100.0
All of the underlying assets are held by Reinet Fund S.C.A., F.I.S. ('Reinet
Fund' or 'the Fund'). Reinet Investments S.C.A. and the Fund together with the
Fund's subsidiaries are referred to as "Reinet".
LISTED INVESTMENT IN BRITISH AMERICAN TOBACCO P.L.C. ('BAT')
During the quarter under review, Reinet sold 5 million BAT shares at an
average price of £ 32.50. Sale proceeds totalled £ 162.5 million, the
transactions being effected over a three-week period up to 10 December 2012.
The proceeds will be used to fund Reinet's continuing investment programme,
including the commitment to invest a further £ 300 million in Pension
Corporation Group Limited.
Reinet continues to hold some 79.3 million shares in BAT, representing 4.1 per
cent of BAT's issued share capital. At 31 December 2012, the value of the
holding amounted to EUR 3 048.0 million, being 79.7 per cent of Reinet's net
asset value at that date. BAT's share price at 31 December 2012 was £ 31.20
(30 September 2012 £ 31.78).
No dividends were received from BAT during the quarter under review.
CASH AND LIQUID FUNDS
Reinet holds cash on deposit principally in European banks and in a liquidity
fund holding highly rated short-term commercial paper.
The table above shows the value of the 100 per cent investment in Trilantic
Capital Partners and United States land development and mortgages. In each
case, Reinet co-invests with minority parties. Amounts attributable to
minority parties are shown as 'funding by minority partners' and 'minority
interest' in the table.
Trilantic Capital Partners - management company and private equity funds
Reinet bought its interest in Trilantic Capital Partners ('Trilantic
Management'), in conjunction with the management team, from the Lehman
Brothers bankruptcy estate for EUR 8 million in 2009.
In 2009, Reinet also committed to invest in two funds managed by Trilantic
Management, Trilantic Capital Partners Fund IV Global L.P., which invests
primarily in the United States, and Trilantic Capital Partners Fund IV
(Europe) L.P. (together 'Fund IV'). Reinet acquired an 80 per cent interest in
Trilantic Management and invested in Fund IV, with two partners holding the
balance and sharing in the investment commitments. During the period under
review Reinet repurchased a 10 per cent interest from one of its partners,
bringing its ownership to 90 per cent and increasing its remaining commitment
by 12.5 per cent.
The investment in Trilantic Management provides that Reinet and its partner
will not pay any management fees or carried interest cost on substantially all
of the investments in funds under Trilantic management. In addition, the
agreement provides for Reinet and its partner to receive a share of the
carried interest payable to Trilantic Management on the realisation of
investments held in the funds, once a hurdle rate has been achieved. This
applies to the existing funds and to any future funds to be launched by
Trilantic. Reinet's share of any carried interest earned by Trilantic
Management is 11.25 per cent.
Reinet and its partner have invested the equivalent of EUR 117 million (30
September 2012: EUR 131 million), net of capital repayments, in Trilantic
Management and Fund IV. The investment is carried at the estimated fair value
of EUR 168 million at 31 December 2012 (30 September 2012: EUR 189 million).
The investment in Fund IV is based on recent valuations provided by Trilantic
Management. The decrease in the valuation is due to realisation of several
investments by Fund IV during the period and the weakening of the US dollar
against the euro during the period. Of the EUR 168 million, some EUR 17
million is attributable to Reinet's minority partner.
During the period under review, Reinet and its partner earned net carried
interest of EUR 6 million and realised gains of EUR 40 million, before tax, on
their share of the investments realised by Fund IV. Of these amounts, in
aggregate, EUR 41 million was attributable to Reinet and EUR 5 million to the
minority partner. Total cash proceeds received from Fund IV during the
quarter, being gains, carried interest and repayments of capital, amounted to
EUR 71 million.
At 31 December 2012, Reinet had remaining commitments of EUR 40 million to
invest in Fund IV, after taking into account the amounts payable by Reinet's
In May 2012, Reinet approved a commitment of some EUR 78 million to Trilantic
Capital Partners V (North America) L.P. ("Fund V") together with a commitment
of some EUR 1 million to Fund V's general partner. Fund V will invest
principally in North America. Reinet may increase its commitment up to 10 per
cent of aggregate investors' commitments to Fund V and it is anticipated that
Reinet's partner in Fund IV will co-invest in Fund V. It is anticipated that
Fund V will make its initial investments during the course of 2013.
Under the terms of the original strategic agreement, no management fee or
carried interest will be payable to Trilantic Management in respect of the
funds to be invested in Fund V. In addition, Reinet will receive a share of
the carried interest earned by Trilantic Management.
Pension Corporation Group Limited
In October 2012, Reinet invested in Pension Corporation Group Limited. The
investment represents a 16 per cent ordinary shareholding in Pension
Corporation Group Limited, the newly established group holding company. The
investment is carried at the estimated fair value of EUR 123 million at 31
Pension Corporation Group Limited's wholly-owned subsidiary, Pension Insurance
Corporation is one of the UK's leading providers of risk management solutions
to defined benefit pension funds. Reinet is committed to contribute a further
£ 300 million in one or several tranches to finance new business over the next
five years. Reinet's shareholding in Pension Corporation Group Limited carries
at all times voting rights commensurate with its ultimate 43 per cent
At 31 December 2012, Reinet had remaining commitments of EUR 370 million to
invest in Pension Corporation Group Limited.
United States land development and mortgages
Reinet has co-invested with partners to acquire interests in real estate
development projects, usually properties where infrastructure services have
been laid but where construction of properties has not yet commenced. It has
also invested in mortgage debt on such developments and in specific
properties. The investments are principally in Florida, Colorado and North and
At 31 December 2012, Reinet had invested a total of EUR 74 million in these
projects (30 September 2012:
EUR 76 million). The investment is carried at the estimated fair value of EUR
100 million (30 September 2012:
EUR 105 million) of which EUR 83 million is attributable to Reinet and EUR 17
million to its partners. The decrease in the valuation is due to the weakening
of the US dollar against the euro during the period and reflects expenses
Reinet is committed to invest a further EUR 2 million to acquire further
mortgage debt, to fund development projects and acquire additional land and
36 South global macro/volatility funds
Reinet has co-invested with the 36 South management team in the 36 South fund
management and distribution companies. It is also an investor in the funds
under management. These funds are established through an Irish-registered
investment fund - 36 South Funds plc.
36 South is an absolute return fund manager which specialises in managing
global macro/volatility funds. The fund management philosophy is to invest
when market estimates of volatility are mispriced. The volatility may apply to
a wide range of underlying asset classes ranging from currencies and interest
rates to equities.
Reinet invested its full commitment of EUR 88 million in 36 South. Of this,
EUR 15 million represented the initial investment in and loans to the
jointly-held fund management activities; the balance of EUR 73 million being
Reinet's investment in the funds under management. EUR 3 million of the loan
has been repaid to date.
The investment in 36 South Funds plc is carried at its fair value of EUR 72
million at 31 December 2012 (30 September 2012: EUR 82 million), together with
the fair value of the loan of EUR 12 million (30 September 2012: EUR 12
million), for a total of EUR 84 million (30 September 2012: EUR 94 million).
The change in valuation reflects changes in the performance of the underlying
Jagersfontein and other diamond interests
Reinet is an investor in an entity which extracts diamonds from the waste
tailings from mining operations which began over a century ago. The tailings
are located at Jagersfontein in South Africa. Developments in terms of
gemstone extraction technology since the mines were first excavated mean that
there is now the potential to recover stones which were previously treated as
waste. In addition, Reinet has invested in a separate company which owns
assets pertaining to mining rights and related activities to source diamonds
on another property in South Africa.
As anticipated at the time of making the investment, Reinet has entered into
agreements to sell a substantial part of its equity holdings in these projects
to third parties, including local Black Economic Empowerment organisations.
Certain sales were completed prior to the period under review resulting in
Reinet reducing its ownership to 48 per cent of the Jagersfontein project.
Other contracts are subject to regulatory approvals being obtained and
conditions precedent being met. Upon completion of the remaining transactions,
Reinet will have an equity interest of 49 per cent in the second venture.
As at 31 December 2012, Reinet held equity interests of EUR 16 million (30
September 2012: EUR 17 million) in the underlying investments and had provided
loans of EUR 58 million (30 September 2012: EUR 55 million). In addition, EUR
8 million is receivable from third parties in respect of sales of part of the
equity investments and Reinet has accrued income of EUR 12 million in respect
of the loans and equity investments.
In aggregate, these investments are carried at their estimated fair value of
EUR 94 million at 31 December 2012 (30 September 2012: EUR 90 million). The
change in fair value reflects the additional funding provided in the period
together with accrued interest, offset by the weakening of the South African
rand against the Euro during the period. Reinet is committed to invest a
further EUR 29 million in these projects. The exposure to the South African
rand has been substantially hedged by borrowings in that currency and through
forward exchange contracts.
JPS Credit Opportunities Fund (Cayman) Ltd. ('JPS Credit Fund')
The investment in JPS Credit Fund, which was the first transaction introduced
to Reinet by Renshaw Bay, focuses on liquid opportunities in the credit
markets. JPS Credit Fund is managed by JP Morgan Asset Management.
JPS Credit Fund's investment objective is to achieve attractive risk-adjusted
returns through both capital appreciation and current income by taking
positions in publicly traded and privately held securities, derivatives and
other instruments (including bonds, credit default swaps and index options),
primarily in credit and credit-related markets.
Reinet invested its full commitment in JPS Credit Fund in the year ended 31
March 2012. This investment is carried at the estimated fair value of EUR 58
million at 31 December 2012 (30 September 2012: EUR 59 million).
Vanterra Flex Investments L.P. ('Vanterra')
Reinet is an investor in Vanterra and in its general partner.
Vanterra was established in March 2010 to invest in listed and unlisted funds
and to make direct investments in the United States and emerging markets.
Vanterra has invested alongside Reinet in Trilantic and in the United States
land development and mortgages. It is also an investor in Vanterra C Change
Transformative Energy & Materials I, L.P. Vanterra seeks to construct a
globally diversified private equity portfolio providing investors with
long-term capital appreciation.
As at 31 December 2012, EUR 42 million of committed funds (30 September 2012:
EUR 36 million), plus an additional EUR 3 million in respect of expenses (30
September 2012: EUR 3 million), had been invested in the fund. This investment
is carried at the estimated fair value of EUR 46 million at 31 December 2012
(30 September 2012: EUR 40 million), based on valuations provided by
Vanterra's general partner.
Reinet is committed to invest a further EUR 34 million in Vanterra.
Vanterra C Change Transformative Energy & Materials I, L.P. ('TEM')
Reinet is an investor in TEM and in its general partner.
TEM was established in July 2010 to invest in companies and projects providing
products or services that supply cleaner energy; create a more cost-effective
building environment through the use of energy efficient technologies; and
develop renewable resources as a substitute for fossil and other traditional
As at 31 December 2012, capital contributions of EUR 40 million had been made
to the fund (30 September 2012: EUR 34 million). This investment is carried at
the estimated fair value of EUR 37 million at 31 December 2012 (30 September
2012: EUR 32 million).
Reinet is committed to invest a further EUR 10 million in TEM.
Milestone China Opportunities Fund - Fund III L.P. and related investments
Reinet is an investor in Milestone III and in its general partner.
In June 2011, Reinet entered into an agreement to invest in Milestone III, its
general partner and to co-invest in certain of Milestone III's investments.
Milestone III is a fund established to invest in high-growth companies with
unique products and market positioning seeking expansion or acquisition
capital in China.
As at 31 December 2012, capital contributions of EUR 15 million had been made
to Milestone III (30 September 2012: EUR 10 million). The investment is
carried at the estimated fair value of EUR 12 million at 31 December 2012 (30
September 2012: EUR 6 million). The current valuation is based on a recent
independent valuation of Milestone III together with capital contributions
made in the period under review.
Reinet has invested EUR 7 million in the general partner (30 September 2012:
EUR 7 million). The investment is carried at the estimated fair value of EUR 7
million at 31 December 2012 (30 September 2012: EUR 7 million).
In October 2012, Reinet invested in a long-term investment vehicle in
partnership with certain of the Milestone general partner principals and other
partners to co-invest in opportunities identified by Milestone. Reinet has
invested EUR 16 million in the new holding company. The investment is carried
at the estimated fair value of EUR 16 million at 31 December 2012.
The above investments are carried at a total estimated fair value of EUR 35
million as at 31 December 2012. (30 September 2012: EUR 13 million).
As at 31 December 2012, Reinet is committed to invest a further EUR 76 million
in Milestone III and co-investment opportunities that it may present.
In February 2011, Reinet announced plans for a co-investment with Mr William
T. Winters and RIT Capital Partners to establish Renshaw Bay, an investment
advisory and management business. This business is managed by Mr Winters, a
former Co-Chief Executive Officer of JP Morgan Investment Bank.
Initially, Reinet held 25.01 per cent of the business alongside Mr Winters,
who held 50 per cent, and RIT Capital Partners, which held 24.99 per cent.
Subsequently, Reinet purchased an additional 7.7 per cent of the business from
RIT Capital Partners and thereby increased its commitment to Renshaw Bay by an
additional EUR 2 million.
Reinet has invested EUR 11 million to date in Renshaw Bay (30 September 2012:
EUR 8 million). The investment is carried at the estimated fair value of EUR
11 million at 31 December 2012 (30 September 2012: EUR 8 million). Reinet has
committed to invest an additional EUR 5 million.
In addition to its involvement in the advisory and management company itself,
Reinet will also co-invest in future opportunities to be determined by the
partners. During the year ended 31 March 2012, Reinet invested in the JPS
Credit Fund, an opportunity identified by Renshaw Bay. Further details of this
investment are given above.
Other unlisted investments
This portfolio includes investments in small businesses and specialised
investment funds focused on developing markets and niche sectors. The
portfolio is valued at its estimated fair value of EUR 117 million at 31
December 2012 (30 September 2012: EUR 116 million), based on a detailed
evaluation of each of the investments.
BANK BORROWINGS AND COLLAR FINANCING
In February 2012, in order to meet its on-going commitments, Reinet entered
into a £ 300 million medium-term financing facility. At 31 December 2012, the
fair value of the borrowing was EUR 368 million (30 September 2012: EUR 377
million). The transaction incorporates the purchase by Reinet of put options
and the sale by Reinet of call options over approximately 13.7 million BAT
shares. The unpaid net option premium is payable over the period to 2017 and
is carried as a liability at its fair value of EUR 46 million as at 31
December 2012 (30 September 2012: EUR 50 million).
Reinet has also borrowed ZAR 443 million to fund its investments in South
African projects. At 31 December 2012, the fair value of the borrowing was EUR
40 million (30 September 2012: EUR 42 million).
As part of the £ 300 million financing facility, Reinet has purchased put
options which provide protection should the value of the BAT shares used to
secure the borrowings fall below a certain amount. Reinet has also sold call
options over an equal number of BAT shares. Both the put options and the call
options are carried at their respective fair values at the balance sheet date.
The net derivative asset is carried at its fair value of EUR 27 million at 31
December 2012 (30 September 2012: EUR 27 million).
In addition, Reinet has entered into forward exchange contracts to sell 600
million South African rand.
Fees payable and other liabilities, net of other assets
Fees payable and other liabilities comprise principally a provision of EUR 4
million in respect of the proportionate accrual of the performance fee
payable, an accrual of EUR 7 million in respect of the management fee payable
at 31 December 2012, a provision for deferred taxes of EUR 37 million relating
to gains arising from the investment in Trilantic Capital Partners and other
operating expenses currently payable. The performance fee and management fee
are payable to Reinet Investment Advisors Limited.
Funding by minority partners
Reinet invests in certain investments, principally Trilantic Capital Partners
and US land and developments, along with minority partners. As capital calls
are received, minority partners fund their share by advancing funds to Reinet;
as distributions are received from investees, Reinet refunds their pro-rata
share to the minority partners. The purchase of 10 per cent of the investment
in Trilantic Capital Partners from a minority partner in the period included
the repayment of funding previously received and resulted in a reduction in
the amount due to minority partners. The net amounts received are shown as
'Funding by minority partners' in the table on page 1.
Shares in issue
The number of shares in issue remained unchanged during the period at 195 942
286. This figure includes 1 000 management shares held by the General Partner.
Reinet Investments S.C.A. shares are listed on the Luxembourg Stock Exchange
with the ISIN number LU0383812293. Thomson Reuters code REIT.LU and Bloomberg
code REIN.LX. Reinet shares are included in the 'LuxX' index of the principal
shares traded on the Luxembourg exchange.
Reinet Investments S.C.A. South African Depository Receipts are traded on the
stock exchange in Johannesburg under the ISIN number CH 0045793657. Thomson
Reuters code REIJ.J and Bloomberg code REI.SJ.
Reinet Investments Manager S.A.
For and on behalf of Reinet Investments S.C.A.
24 January 2013
Reinet Investments S.C.A. (the "Company") is a partnership limited by shares
incorporated in the Grand Duchy of Luxembourg and having its registered office
at 35, boulevard Prince Henri, L-1724 Luxembourg. It is governed by the
Luxembourg law on securitisation and in this capacity allows its shareholders
to participate indirectly in the portfolio of assets held by its wholly-owned
subsidiary Reinet Fund S.C.A., F.I.S. (the 'Fund'), a specialised investment
fund also incorporated in Luxembourg.
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