REINET INVESTMENTS S.C.A. 
By 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: € 3 819.2 million, a decrease of 3 per cent from 30 September 2012 Net asset value per ordinary share at 31 December 2012: € 19.49 (30 September 2012: € 20.10) Sale of 5 million British American Tobacco shares in the quarter under review realised € 201 million Initial investment in Pension Corporation Group Limited during the quarter under review CONSOLIDATED NET ASSET VALUE ('NAV')The NAV of Reinet Investments S.C.A. at 31 December 2012 comprised:
Listed investments 31 December 2012 30 September 2012British 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 18.9Trilantic 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 interests 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 financingBorrowings (454) (11.9) (469) (11.9) Derivative assets 28 0.7 27 0.7
Other liabilitiesFees payable and other liabilities, net of other
assets (44) (1.1) (46) (1.2)
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".
1
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 € 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.
Reinet holds cash on deposit principally in European banks and in a liquidity fund holding highly rated short-term commercial paper.
UNLISTED INVESTMENTSThe 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 € 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 € 117 million (30 September 2012: € 131 million), net of capital repayments, in Trilantic Management and Fund IV. The investment is carried at the estimated fair value of
€ 168 million at 31 December 2012 (30 September 2012: € 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 € 168 million, some € 17 million is attributable to Reinet's minority partner.
During the period under review, Reinet and its partner earned net carried interest of € 6 million and realised gains of € 40 million, before tax, on their share of the investments realised by Fund IV. Of these amounts, in aggregate,
€ 41 million was attributable to Reinet and € 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 € 71 million.
At 31 December 2012, Reinet had remaining commitments of € 40 million to invest in Fund IV, after taking into
account the amounts payable by Reinet's minority partner.
In May 2012, Reinet approved a commitment of some € 78 million to Trilantic Capital Partners V (North America) L.P. ("Fund V") together with a commitment of some € 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.
2
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 € 123 million at 31 December 2012.
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 o ver 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 shareholding.
At 31 December 2012, Reinet had remaining commitments of € 370 million to invest in Pension Corporation
Group Limited.
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 South Carolina.
At 31 December 2012, Reinet had invested a total of € 74 million in these projects (30 September 2012:
€ 76 million). The investment is carried at the estimated fair value of € 100 million (30 September 2012:
€ 105 million) of which € 83 million is attributable to Reinet and € 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 incurred.
Reinet is committed to invest a further € 2 million to acquire further mortgage debt, to fund development projects and acquire additional land and properties.
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 € 88 million in 36 South. Of this, € 15 million represented the initial investment in and loans to the jointly-held fund management activities; the balance of € 73 million being Reinet's investment in the funds under management. € 3 million of the loan has been repaid to date.
The investment in 36 South Funds plc is carried at its fair value of € 72 million at 31 December 2012 (30 September 2012: € 82 million), together with the fair value of the loan of € 12 million (30 September 2012:
€ 12 million), for a total of € 84 million (30 September 2012: € 94 million). The change in valuation reflects changes in the performance of the underlying funds.
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.
3
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 € 16 million (30 September 2012: € 17 million) in the
underlying investments and had provided loans of € 58 million (30 September 2012: € 55 million). In addition,
€ 8 million is receivable from third parties in respect of sales of part of the equity investments and Reinet has
accrued income of € 12 million in respect of the loans and equity investments.
In aggregate, these investments are carried at their estimated fair value of € 94 million at 31 December 2012 (30 September 2012: € 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 € 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.
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 € 58 million at 31 December 2012 (30 September 2012: € 59 million).
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, € 42 million of committed funds (30 September 2012: € 36 million), plus an additional
€ 3 million in respect of expenses (30 September 2012: € 3 million), had been invested in the fund. This
investment is carried at the estimated fair value of € 46 million at 31 December 2012 (30 September 2012:
€ 40 million), based on valuations provided by Vanterra's general partner.
Reinet is committed to invest a further € 34 million in Vanterra.
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 fuels.
As at 31 December 2012, capital contributions of € 40 million had been made to the fund (30 September 2012:
€ 34 million). This investment is carried at the estimated fair value of € 37 million at 31 December 2012
(30 September 2012: € 32 million).
Reinet is committed to invest a further € 10 million in TEM.
4
Milestone China Opportunities Fund - Fund III L.P. and related investments ('Milestone III')
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 € 15 million had been made to Milestone III (30 September 2012: € 10 million). The investment is carried at the estimated fair value of € 12 million at
31 December 2012 (30 September 2012: € 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 € 7 million in the general partner (30 September 2012: € 7 million). The investment is carried at the estimated fair value of € 7 million at 31 December 2012 (30 September 2012: € 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 € 16 million in the new holding company. The investment is carried at the estimated fair value of
€ 16 million at 31 December 2012.
The above investments are carried at a total estimated fair value of € 35 million as at 31 December 2012. (30 September 2012: € 13 million).
As at 31 December 2012, Reinet is committed to invest a further € 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 € 2 million.
Reinet has invested € 11 million to date in Renshaw Bay (30 September 2012: € 8 million). The investment is carried at the estimated fair value of € 11 million at 31 December 2012 (30 September 2012: € 8 million). Reinet has committed to invest an additional € 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.
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 € 117 million at 31 December
2012 (30 September 2012: € 116 million), based on a detailed evaluation of each of the investments.
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 € 368 million (30 September 2012:
€ 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 € 46 million as at 31 December 2012 (30 September 2012:
€ 50 million).
5
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 € 40 million (30 September 2012: € 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 € 27 million at 31 December 2012 (30 September 2012: € 27 million).
In addition, Reinet has entered into forward exchange contracts to sell 600 million South African rand.
Fees payable and other liabilities comprise principally a provision of € 4 million in respect of the proportionate
accrual of the performance fee payable, an accrual of € 7 million in respect of the management fee payable at
31 December 2012, a provision for deferred taxes of € 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.
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 ISSUEThe 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.
STATUTORY INFORMATION Primary listingReinet 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.
Secondary listingReinet 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.
22 January 2013
Website: www.reinet.com
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.
6
|
distributed by
|
