MANAGEMENT STATEMENT FOR THE THIRD QUARTER ENDED 31 DECEMBER 2018

The Board of Reinet Investments Manager S.A. announces the results of Reinet Investments S.C.A. for the quarter ended 31 December 2018.

Key financial data

  • Reinet's net asset value of € 3.9 billion, reflects a compound return of 8 per cent per annum in euro terms, since March 2009, including dividends paid
  • The net asset value at 31 December 2018 reflects a decrease of € 944 million or 19.5 per cent from € 4 841 million at 30 September 2018
  • Net asset value per share at 31 December 2018: € 20.10 (30 September 2018: € 24.71)
  • Share buyback programme: 2 087 441 ordinary shares repurchased as of 31 December 2018 for a consideration of € 27.4 million
  • Commitments totalling € 108 million in respect of new and existing investments were made during the quarter, and a total of € 85 million funded during the quarter
  • Dividends received from British American Tobacco during the quarter amounted to € 37 million

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. ('Reinet Fund'), a specialised investment fund also incorporated in Luxembourg. The Company's ordinary shares are listed on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the Johannesburg Stock Exchange is a secondary listing. The Company's ordinary shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg Stock Exchange. The Company and Reinet Fund together with Reinet Fund's subsidiaries are referred to as 'Reinet'.

Cautionary statement regarding forward-looking statements

This document contains forward-looking statements as that term is defined in the United States Private Securities Litigation Reform Act of 1995. Words such as 'may', 'should', 'estimate', 'project', 'plan', 'believe', 'expect', 'anticipate', 'intend', 'potential', 'goal', 'strategy', 'target', 'will', 'seek' and similar expressions may identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside Reinet's control. Reinet does not undertake to update, nor does it have any obligation to provide updates or to revise, any forward-looking statements.

Reinet Investments S.C.A.

R.C.S. Luxembourg B 16 576

Registered office: 35, boulevard Prince Henri, L-1724 Luxembourg, Tel. (+352) 22 42 10, Fax (+352) 22 72 53

Email: info@reinet.com, website: www.reinet.com

BUSINESS OVERVIEW

Net asset value

The net asset value at 31 December 2018 comprised:

31 December 2018

30 September 2018

€ m

%

€ m

%

Listed investments

British American Tobacco p.l.c.

1 892

48.6

2 738

56.6

Other listed investments

83

2.1

70

1.4

Unlisted investments

Pension Insurance Corporation Group Limited

1 205

30.9

1 428

29.5

Private equity and related partnerships

748

19.2

728

15.0

Trilantic Capital Partners

224

5.7

194

4.0

Fund IV, Fund V, Fund VI, TEP, TEP II, related general partners and management companies

36 South macro/volatility funds

38

1.0

33

0.7

Asian private equity companies and portfolio funds

213

5.5

168

3.4

Milestone China Opportunities funds, investment

holdings and management company participation

84

81

Prescient China funds and investment

management company

85

44

Grab Holdings Inc.

44

43

Specialised investment funds

273

7.0

333

6.9

Vanterra C Change TEM and holding companies

23

24

NanoDimension funds and co-investment

opportunities

25

40

Fountainhead Expert Fund

-

18

Snow Phipps funds and co-investment opportunities

95

119

Palm Lane Credit Opportunities Fund

21

20

GAM Real Estate Finance Fund

38

41

Other fund investments

71

71

United States land development and mortgages

86

2.2

85

1.8

Diamond interests

37

1.0

40

0.8

Other investments

63

1.6

64

1.3

Total investments

4 114

105.6

5 153

106.4

Cash and liquid funds

309

7.9

333

6.9

Bank borrowings and derivatives

Borrowings

(635)

(16.3)

(642)

(13.3)

Net derivative assets/(liabilities)

167

4.3

73

1.5

Other liabilities

Minority interest, fees payable and other liabilities, net of other assets

(58)

(1.5)

(76)

(1.5)

Net asset value

3 897

100.0

4 841

100.0

All investments are held, either directly or indirectly, by Reinet Fund.

INFORMATION RELATING TO CURRENT KEY INVESTMENTS

Committed

amount(1)

in millions

Remaining

committed

amount(1)

in millions

Invested

amount(2)

in millions

Realised

proceeds(2)

in millions

Current fair

value(1)

in millions

Total realised and unrealised value(3)

in millions

Listed investments

British American

EUR

-

-

1 739

2 008

1 892

3 900

Tobacco p.l.c.

GBP

-

-

1 418

1 660

1 700

3 360

Other listed investments

EUR

35

-

73

-

83

83

USD

40

-

95

-

95

95

Unlisted investments

Pension Insurance

EUR

607

-

663

-

1 205

1 205

Corporation Group Limited

GBP

545

-

545

-

1 083

1 083

Trilantic Capital Partners

EUR

591

273

326

378

224

602

Euro investment

EUR

87

20

67

116

50

166

US dollar investment(4)

USD

578

291

297

321

200

521

36 South macro/volatility funds

EUR

93

-

93

11

38

49

Euro investment

EUR

88

-

88

11

34

45

US dollar investment

USD

6

-

6

-

5

5

Asian private equity companies and portfolio funds

Milestone China Opportunities funds, investment holdings and

management company

EUR

147

5

125

68

84

152

participation

USD

169

6

163

80

96

176

Prescient China funds

and investment management

EUR

72

-

68

-

85

85

company

USD

82

-

82

-

97

97

Grab Holdings Inc.

EUR

44

-

43

-

44

44

USD

50

-

50

-

50

50

Specialised investment funds

Vanterra C Change TEM and

EUR

62

5

52

1

23

24

holding companies

USD

71

6

65

1

26

27

NanoDimension funds and

co-investment opportunities

EUR

84

28

53

38

25

63

Euro investment

EUR

4

-

4

1

3

4

US dollar investment

USD

91

32

59

42

25

67

Fountainhead Expert Fund

EUR

17

-

15

13

-

13

USD

20

-

20

15

-

15

Snow Phipps funds and

EUR

147

49

98

45

95

140

co-investment opportunities

USD

168

56

112

49

108

157

Palm Lane Credit Opportunities

EUR

61

-

54

71

21

92

Fund

USD

70

-

70

83

24

107

GAM Real Estate Finance

EUR

111

33

54

52

38

90

Fund

GBP

100

30

70

44

34

78

United States land

EUR

187

3

160

-

86

86

Development and mortgages

USD

215

4

211

-

99

99

Diamond interests(5)

EUR

75

2

116

84

37

121

ZAR

1 230

40

1 190

1 229

613

1 842

(1) Calculated using quarter end foreign exchange rates.

(2) Calculated using actual foreign exchange rates at transaction date.

(3) Total of realised proceeds and current fair value.

(4) The invested amount for Trilantic Capital Partners includes an initial payment of $ 10 million.

(5) The exposure to the South African rand has been partially hedged by a forward exchange contract and borrowings in this currency.

PERFORMANCE

NET ASSET VALUE

The net asset value ('NAV') comprises total assets less total liabilities, and equates to total equity under IFRS. The decrease in the net asset value of € 944 million during the quarter is mainly due to the decrease in the share price of British American Tobacco p.l.c., the decrease in the estimated fair value of Pension Insurance Corporation Group Limited and the creation of a provision for the maximum cost of the buyback of the Company's ordinary shares. Offsetting these decreases in value are dividends received and receivable from British American Tobacco p.l.c. and increases in the estimated fair value of certain investments, including an increase in the value of the derivative asset associated with the loan financing.

The Company records its assets and liabilities in euro; the fluctuation in value of other currencies against the euro has resulted in an overall decrease in the value of certain assets and liabilities in euro terms. Applying current quarter end exchange rates to the September 2018 assets and liabilities would have resulted in a decrease in value of some € 22 million.

SHARE BUYBACK PROGRAMME

On 19 November 2018, the Company announced the commencement of a share buyback programme in respect of a maximum of 3.2 million ordinary shares for an aggregate maximum amount of € 55 million. As of 31 December 2018, 2 087 441 ordinary shares have been repurchased at a cost of € 27.4 million and are held as treasury shares. In accordance with IAS 32 paragraph 23, a liability of € 27.6 million has been recorded in respect of the maximum potential amount still to be paid in order to complete the current programme. Should the programme complete at current share price levels, the remaining consideration will be less than the liability provided for.

NET ASSET VALUE PER SHARE

The adjusted net asset value per share of € 20.25 is calculated based on the NAV at 31 December 2018 reversing the liability in respect of future repurchases of shares of € 27.6 million, divided by the total number of shares outstanding (195 942 286) less the treasury shares held at 31 December 2018 (2 087 441).

31 December 2018

30 September 2018

Shares in issue

195 942 286

195 942 286

Treasury shares

(2 087 441)

-

Net shares

193 854 845

195 942 286

€ m

€ m

NAV (see page 2)

3 897

4 841

Reversal of future share buyback liability

28

-

Adjusted NAV

3 925

4 841

NAV per share

€ 20.10

€ 24.71

Adjusted NAV per share

€ 20.25

€ 24.71

INVESTMENTS

Reinet seeks, through a range of investment structures, to build partnerships with other investors, specialised fund managers and entrepreneurs to find and develop opportunities for long-term value creation for its shareholders.

Since its formation in 2008, Reinet has invested over € 2.4 billion and at 31 December 2018 committed to provide further funding of € 432 million to its current investments. New commitments during the quarter under review amounted to € 108 million.

Major items impacting the NAV, significant changes in carrying value and new investments during the quarter under review are described below.

LISTED INVESTMENTS

BRITISH AMERICAN TOBACCO P.L.C.

The investment in British American Tobacco p.l.c. ('BAT') remains Reinet's single largest investment position and is kept under constant review, considering the company's performance, the industry outlook, cash flows from dividends, stock market performance, volatility and liquidity.

During the quarter under review, dividend income recorded from BAT amounted to € 70 million (£ 63 million), being BAT's third 2018 interim dividend of € 37 million (£ 33 million), received in November 2018 together with the fourth interim dividend of some € 33 million (£ 30 million) with a record date of 28 December 2018. The fourth interim dividend will be paid on 7 February 2019 and has been included in the NAV as at 31 December 2018.

Reinet sold some 44 thousand BAT shares in the quarter under review for total proceeds of some € 1 million (£ 1 million) and thus holds 68.0 million shares in BAT, representing some 2.96 per cent of BAT's issued share capital. The value of Reinet's investment in BAT amounted to € 1 892 million at 31 December 2018, being some 48.6 per cent of Reinet's NAV (30 September 2018: € 2 738 million). The BAT share price on the London Stock Exchange decreased from £ 35.845 at 30 September 2018 to £ 25.00 at 31 December 2018, resulting in a decrease in value of € 822 million; the carrying value is also impacted by the weakening of sterling against the euro during the quarter, the effect of which amounts to some € 23 million.

The BAT share price continued to decrease in the quarter under review, with the primary driver being the announcement by the US Food and Drug Administration of plans to review regulation relating to menthol cigarettes, together with the background of general market uncertainty. In a December 2018 announcement, BAT confirmed that the business continues to perform well with expected strong growth particularly in the new generation product categories. It remains well placed to manage the US regulatory proposals. BAT will announce its results for the year ending 31 December 2018 on or about 28 February 2019.

Further information on BAT is available atwww.bat.com/annualreport.

OTHER LISTED INVESTMENTS

In the quarter under review, Reinet acquired some 357 thousand shares in Twist Bioscience Corp. The shares were acquired at the time of the initial public offering ('IPO') at a price of € 12 per share ($ 14 per share), for a total of € 4 million ($ 5 million). Prior to this, in 2017, Reinet acquired some 235 thousand shares in Twist Bioscience Corp. for € 4 million ($ 5 million) as a result of a NanoDimension co-investment opportunity, such shares are subject to lock-up provisions owing to the IPO until the end of April 2019. As at 31 December 2018, Reinet holds some 592 thousand shares in Twist Bioscience Corp. which were acquired for a total cost of € 8 million ($ 10 million).

As at 31 December 2018, other listed investments comprise the following:

31 December 2018

30 September 2018

€ m

€ m

SPDR Gold shares

24

22

Selecta Biosciences, Inc.

1

5

Soho China Limited

15

16

Li-Ning Company Limited

31

27

Twist Bioscience Corp. *

12

-

83

70

* The value of the holding in Twist Bioscience Corp. at 30 September 2018 was € 4 million ($ 5 million), this value was included in the value of NanoDimension funds and co-investment opportunities as it was unlisted at that time.

UNLISTED INVESTMENTS

PENSION INSURANCE CORPORATION GROUP LIMITED

During the current quarter, Pension Insurance Corporation Group Limited ('Pension Corporation') secured the buy-in of the Rentokil Initial 2015 Pension Scheme, with liabilities of £ 1.5 billion in respect of 14 200 members. Pension Corporation also concluded a £ 1.2 billion longevity reinsurance contract with SCOR, this builds upon a similar £ 1 billion contract executed in 2017.

Reinet's investment in Pension Corporation is carried at an estimated fair value of € 1 205 million at 31 December 2018 (30 September 2018: € 1 428 million). This value takes into account Reinet's estimate of Pension Corporation's embedded value at 30 September 2018 of some £ 3.4 billion, valuation multiples drawn from industry data at 31 December 2018 and a discount of 10 per cent which takes into account the relatively illiquid nature of Reinet's investment.

The decrease in the estimated fair value is mostly due to a 15 per cent decrease in peer group company valuation multiples derived from public information relating to listed companies in the UK insurance sector, offset by an increase in Reinet's estimate of Pension Corporation's embedded value. The estimated fair value is further reduced by the weakening of sterling against the euro in the quarter. The decrease in the peer group company valuation multiples is driven by a reduction in listed company valuations (FTSE 350 Insurance index down 16 per cent over the quarter) primarily owing to the general negative market sentiment in the United Kingdom in the run-up to Brexit.

The demand for pension fund de-risking has continued to remain strong leaving Pension Corporation very well placed to grow given the likely strong pipeline of new deals coming to market. Pension Corporation continues to expand and invest in its asset management and asset origination capabilities, risk management and customer service delivery.

Further information on Pension Corporation is available at www.pensioncorporation.com.

PRIVATE EQUITY AND RELATED PARTNERSHIPS

TRILANTIC CAPITAL PARTNERS

Reinet and its minority partners' investment in Trilantic Management and related funds is carried at the estimated fair value of € 224 million at 31 December 2018 (30 September 2018: € 194 million) of which € 4 million (30 September 2018: € 4 million) is attributable to the minority partner. The estimated fair value is based on unaudited valuation data provided by Trilantic Management at 30 September 2018, adjusted for changes in the value of listed investments included in the portfolios. The increase in the estimated fair value is due to net capital contributions of € 22 million together with increases in the estimated fair value of underlying investments, offset by the realisation of certain investments.

As at 31 December 2018, Reinet had committed € 38 million ($ 44 million) to Trilantic Energy Partners II (North America) L.P. ('TEP II') and its general partner, and € 223 million ($ 255 million) to Trilantic Capital Partners VI (North America) L.P. ('Fund VI') and its general partner. TEP II held its final closing in December 2018 with total commitments of € 381 million ($ 437 million) and Fund VI had € 2.21 billion ($ 2.54 billion) of closed commitments as at 31 December 2018. Fund VI expects a final closing in early 2019 and Reinet's commitment will increase in line with the overall fund size.

Further information on Trilantic is available atwww.trilantic.com.

ASIAN PRIVATE EQUITY COMPANIES AND PORTFOLIO FUNDS

Prescient China funds and investment management company

Reinet invests in the Prescient China Balanced Fund, the Prescient China Equity Fund and the management company.

The Prescient China Equity Fund was launched in October 2018. The fund uses a systematic, quantitative approach to seek long term capital growth by investing primarily in China 'A' shares listed on the Shanghai and Shenzhen Stock exchanges by virtue of Prescient's Qualified Foreign Institutional Investor status granted by the China Securities Regulatory Commission.

In October 2018, Reinet invested € 44 million ($ 50 million) in the Prescient China Equity Fund. At 31 December 2018, the investment is held at the estimated fair value of € 42 million.

At 31 December 2018 the Prescient China Balanced Fund was held at the estimated fair value of € 42 million (30 September 2018: € 43 million).

Reinet's total investment is carried at an estimated fair value of € 85 million at 31 December 2018 (30 September 2018: € 44 million).

Further information on Prescient funds is available atwww.prescient.co.za

SPECIALISED INVESTMENT FUNDS

NanoDimension funds and co-investment opportunities

Reinet is a limited partner in NanoDimension I, II and III limited partnerships ('NanoDimension').

Reinet's co-investment in Twist Bioscience Corp.('Twist') has been reclassified as a listed investment following the initial public offering in October 2018. The value of Twist at 30 September 2018 was € 4 million.

During the current quarter, Reinet sold its remaining unlisted co-investment for € 20 million ($ 22 million), realising a gain of € 5 million ($ 6 million) in the quarter and an overall loss of € 3 million ($ 4 million).

At 31 December 2018, the estimated fair value of Reinet's investment in the three funds amounted to € 25 million (30 September 2018: € 40 million, or € 22 million excluding the co-investments). The estimated fair value is based on unaudited valuation data received from the fund manager as at 30 September 2018.

Further information on NanoDimension is available at www.nanodimension.com.

Fountainhead Expert Fund

The Fountainhead Expert Fund was liquidated in December 2018 with proceeds of € 13 million ($ 15 million) being received by Reinet.

At 30 September 2018, the estimated fair value of the investment was € 18 million, the decrease in value in the period reflects decreases in the value of underlying investments during the period up to the liquidation date.

Snow Phipps funds and co-investment opportunities

Reinet invests as a limited partner in Snow Phipps II, L.P., Snow Phipps III, L.P. and currently in five co-investment opportunities alongside Snow Phipps III, L.P.

During the current quarter, an investment (held both through Snow Phipps III, L.P. and as a co-investment) was sold for € 47 million ($ 54 million), realising a gain of € 31 million ($ 35 million) in the quarter.

Reinet's investment in the two funds and associated co-investments is carried at an estimated fair value of € 95 million at 31 December 2018 (30 September 2018: € 119 million), based on unaudited valuation data provided by Snow Phipps at 30 September 2018. The decrease in the carrying value being due to the distribution noted above, offset by additional capital of € 15 million ($ 17 million) invested in two new co-investment opportunities and an increase in the estimated fair value of underlying investments in the quarter.

Further information on Snow Phipps is available at www.snowphipps.com

Further information on Reinet's investments may be found in the Reinet 2018 annual report which is available at www.reinet/investor-relations/reports.html.

CASH AND LIQUID FUNDS

Reinet holds cash on deposit principally in European-based banks and in liquidity funds holding highly rated short-term commercial paper.

Reinet's cash and liquid funds decreased from € 333 million at 30 September 2018 to € 309 at 31 December 2018. During the quarter, the BAT dividend received amounted to € 37 million and distributions from investments amounted to some € 86 million. Payments in respect of the share buyback programme amounted to € 27.4 million with related transaction costs of € 0.1 million; Reinet invested some € 90 million in underlying investments, payment of the management fee to Reinet Investment Advisors Limited amounted to € 20 million, payments of loans and interest amounted to € 6 million and taxes and other expenses amounted to € 4 million.

BANK BORROWINGS AND DERIVATIVES

Borrowings

During early 2017, Reinet entered into a £ 500 million, medium-term financing arrangement with Merrill Lynch International, which runs to 2022. At 31 December 2018, the estimated fair value of the borrowing was € 552 million (£ 496 million) (30 September 2018: € 555 million (£ 494 million)). The £ 500 million financing transaction includes the purchase by Reinet of put options over approximately 15.5 million BAT shares for a premium of some € 92 million (£ 79 million) payable over the life of the transaction (the 'Premium Loan'). As at 31 December 2018, the Premium Loan is carried as a liability at an estimated fair value of € 56 million (£ 50 million) (30 September 2018: € 60 million (£ 54 million)). Some 5.2 million BAT shares have also been pledged to collateralise the Premium Loan and future interest payments. As part of the medium-term financing arrangement and Premium Loan a portion of BAT shares are on loan to Merrill Lynch International. Reinet retains the economic benefit of all shares on loan.

Reinet has also borrowed ZAR 443 million to fund its investments in South African projects. At 31 December 2018, the estimated fair value of the borrowing was € 27 million (30 September 2018: € 27 million). This loan matures in March 2020.

Derivative assets/(liabilities) - options and forward exchange contracts

As part of the aforementioned £ 500 million medium-term financing arrangement, Reinet purchased put options which provide protection should the value of the BAT shares used to secure the borrowings fall below a certain amount. Proceeds received as a result of the put options being exercised could be used to repay the amounts borrowed in full. The put options are carried at their estimated fair value of € 167 million at 31 December 2018 (30 September 2018: € 73 million). The increase in the carrying value of the put options reflects the decrease in value of the underlying BAT shares offset by the decrease in the time to maturity, and the weakening of sterling against the euro in the quarter.

Reinet has entered into a forward exchange contract to sell ZAR 230 million (30 September 2018: ZAR 230 million). The derivative liability in respect of the forward exchange contract is carried at its estimated fair value of € 0.4 million at 31 December 2018 (30 September 2018: € 0.2 million).

Refer to page 51 of the Reinet 2018 annual report for a description of Reinet's policy on foreign exchange exposure.

OTHER LIABILITIES

Minority interest, fees payable and other liabilities, net of other assets

The minority interest liability amounts to € 6 million (30 September 2018: € 6 million) and is in respect of minority partners' share in the gains and losses not yet distributed to them arising from the estimated fair value movement of investments in which they have interests.

Fees payable and other liabilities comprise principally an accrual of € 28 million in respect of the maximum amount outstanding in respect of the share buyback programme, an accrual of € 10 million in respect of the management fee payable at 31 December 2018 (30 September 2018: € 20 million), a provision for deferred taxes of € 11 million (30 September 2018: € 15 million) relating to realised and unrealised gains arising from the investments in Trilantic and Snow Phipps, and withholding and corporate taxes of € 34 million (30 September 2018: € 32 million) relating to the investment in United States land development and mortgages. Accruals and other payables amount to some € 2 million (30 September 2018: € 3 million).

No provision has been made in respect of a performance fee as at 31 December 2018 (30 September 2018: € nil) as the conditions required to pay a fee had not been met at that date.

The performance fee (if applicable) and management fee are payable to Reinet Investment Advisors Limited.

Amounts payable are offset by other assets which comprise the BAT dividend receivable of € 33 million; the dividend has a record date of 28 December 2018.

SHARES IN ISSUE

The number of shares in issue remained unchanged during the quarter at 195 942 286. This figure includes 1 000 management shares held by the General Partner.

TREASURY SHARES

The number of treasury shares acquired in the period to 31 December 2018 and held at that date is 2 087 441. These shares remain listed and have not been cancelled.

SHARE INFORMATION

The Company's ordinary shares are listed and traded on the Luxembourg Stock Exchange (symbol 'REINI', Thomson Reuters code REIT.LU), on Euronext Amsterdam (symbol 'REINA', Thomson Reuters code REINA.AS) and on the Johannesburg Stock Exchange (symbol 'RNI', Thomson Reuters code RNIJ.J) with the ISIN number LU0383812293; the listing on the Johannesburg Stock Exchange is a secondary listing. The Company's ordinary shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg Stock Exchange.


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