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Redefine Properties International Limited
(Incorporated in the Republic of South Africa)
(Registration number 2010/009284/06)
JSE share code: RIN ISIN Code: ZAE000149282
('RIN')
DECREASE IN SHAREHOLDING IN REDEFINE INTERNATIONAL P.L.C.
INTRODUCTION
Linked unitholders are referred to the announcement released on SENS on Thursday, 13 September 2012
relating to the firm placing and the open offer to be undertaken by RIN's London Stock Exchange listed
subsidiary, Redefine International P.L.C. ('RI PLC') which closed on Wednesday, 3 October 2012, as
announced on SENS on Thursday, 4 October 2012.
RI PLC raised gross proceeds of GBP127.5 million under the firm placing and the open offer. This exceeded the
amount of GBP104.3 million referred to in the circular issued to RIN linked unitholders on 10 August 2012
('the RIN circular') by an amount of GBP23.2 million ('the additional capital raise') which additional
amount was raised under the firm placing.
The additional capital raise has resulted in RIN decreasing its shareholding in RI PLC from 71.71% to
65.73%. This constitutes a category 2 disposal transaction in terms of the Listings Requirements of the JSE
Limited ('the disposal').
The effective date of the disposal is expected to be today, 9 October 2012, upon the admission to listing and
to trading of the new RI PLC ordinary shares on the main market for listed securities of the London Stock
Exchange.
TERMS OF THE DISPOSAL
Pursuant to the terms of the firm placing, 89 223 606 new RI PLC ordinary shares were issued at a price of
26 pence per RI PLC share for a total consideration of GBP23.2 million, in respect of which GBP10.3 million was
placed with institutional and other investors and GBP12.8 million was subscribed for by certain shareholders.
RATIONALE FOR THE DISPOSAL
RI PLC undertook the additional capital raise to accommodate the strong appetite for the RI PLC shares
from new institutional investors.
As set out in the RIN circular, RIN is committed to increasing liquidity and broadening institutional
ownership of RI PLC and will accommodate additional demand from existing and new RI PLC shareholders
provided that its shareholding in RI PLC remains at a minimum of 50.1%.
The directors of RI PLC intend to use the net proceeds of the firm placing and open offer, amounting to
approximately GBP122 million, to reduce the RI PLC's financial leverage through the repayment and
restructuring of certain debt facilities as a priority and further to take advantage of attractive investments.
The capital raised is expected to provide a long-term stable capital structure from which a sustainable
dividend can be distributed.
CONDITIONS PRECEDENT
The disposal is not subject to any conditions.
INANCIAL EFFECTS
Set out below are the unaudited consolidated pro forma financial effects of the disposal on RIN's basic
earnings, headline earnings, earnings available for distribution and distribution per linked unit. These
unaudited consolidated pro forma financial effects are based on the unaudited consolidated pro forma
financial effects set out in the RIN circular after adjusting for the effects of the disposal.
The unaudited consolidated pro forma financial effects have been prepared for illustrative purposes only.
Due to their nature, the unaudited consolidated pro forma financial effects may not fairly present RIN's
financial position, changes in equity, results of operations or cash flows after the disposal. The unaudited
consolidated pro forma financial effects are the responsibility of the directors of RIN and have not been
reviewed or reported on by RIN's external auditors or by the independent reporting accountants.
The unaudited consolidated pro forma financial effects of the disposal on RIN's net asset value and net
tangible asset value per linked unit are not significant and have accordingly not been presented.
Pro forma
Before the after the
disposal disposal
Note 1 % change
Actual number of linked units in issue ('000) 633 648 633 648 -
Weighted number of linked units in issue ('000) 615 795 615 795 -
Basic earnings per linked unit (pence) 0.33 0.92 178.8
Headline earnings per linked unit (pence) 1.65 1.84 11.5
Earnings available for distribution per linked unit (pence) 1.82 1.68 (7.7)
Distribution per linked unit (pence) 1.82 1.68 (7.7)
Notes and assumptions:
1. The numbers in the 'Before the disposal' column have been extracted from the 'Total after the RIN
pro rata specific issue, the RI PLC open offer and the VBG restructure' column presented in the
unaudited consolidated pro forma consolidated statement of comprehensive income for the six months
ended 29 February 2012, as set out in the RIN circular.
2. The disposal is assumed to have been implemented on 1 September 2011 for basic earnings, diluted
headline earning, earnings available for distribution and distribution per linked unit purposes.
3. 89 223 606 new RI PLC ordinary shares will be issued at a price of 26 pence per RI PLC share
pursuant to the firm placing thereby raising capital of GBP23.2 million and resulting in RIN's
shareholding in RI PLC decreasing from 71.71% to 65.73%. Accordingly, the non-controlling interest
will increase from 28.29% to 34.27%.
4. Although the proceeds of the RI PLC firm placing are intended to be used to finance yield enhancing
investment opportunities in direct property in the UK and Europe and repay debt facilities, there are no
firm commitments at the date of the announcement to deploy the proceeds. Accordingly, there is no
factually supportable financial information regarding potential investments or repayment of debt
facilities. Consequently, it has been assumed that the net proceeds of the RI PLC firm placing will be
held as cash and cash equivalents. Interest on cash balances has been calculated at a rate of 0.25% per
annum.
CATEGORISATION
As the disposal constitutes a category 2 transaction in terms of the Listings Requirements of the JSE Limited
the disposal is not subject to approval by RIN linked unitholders.
9 October 2012
Sponsor
Java Capital
Date: 09/10/2012 09:00:00 Supplied by www.sharenet.co.za
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