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RIN - Redefine Properties International Limited - Subscription for Stapled Securities in Cromwell Redefine Properties International Limited (formerly Kalpafon Limited) (Incorporated in the Republic of South Africa) (Registration number 2010/009284/06) JSE share code: RIN ISIN Code: ZAE000149282 ("RIN" or "the company") SUBSCRIPTION FOR STAPLED SECURITIES IN CROMWELL INTRODUCTION Linked unitholders are advised that the company has through its 82% held subsidiary Redefine Australian Investments Limited("RAIL") entered into a call option agreement ("the call option agreement") in terms of which RAIL has agreed to subscribe for the lesser of 35 000 000 stapled securities or that number of stapled securities which will result in RAIL holding 22.9% of Cromwell Property Group ("subscription securities") ("the transaction"). RAIL currently holds a 19.59% interest in Cromwell Property Group ("Cromwell"). Post the transaction, RAIL is expected to hold a 22.56% interest in Cromwell. Cromwell, which is listed on the Australian Stock Exchange, is an Australian Property Trust whose capital consists of stapled securities comprising units in Cromwell Diversified Property Trust (an Australian Real Estate Investment Trust) which are contractually bound to ordinary shares in Cromwell Corporation Limited (an Australian property funds management business). RATIONALE FOR THE TRANSACTION The transaction is in line with RIN`s objective of increasing its presence in the Australian property market and is expected to be earnings enhancing for linked unit holders in the medium to long term. The transaction consolidates RAIL`s position as the largest stapled security holder in Cromwell, and ensures RIN can maintain a significant influence on the affairs of Cromwell going forward. Significantly Cromwell has agreed to the appointment of a second RIN director to the board of Cromwell alongside Marc Wainer. Based on the current market price of Cromwell stapled securities, the transaction will result in RIN`s net asset value increasing by approximately AUD 2.1 million. SALIENT TERMS OF THE TRANSACTION In terms of the call option agreement, Cromwell, may at any time between 1 March 2011 and 31 March 2011, call on RAIL to subscribe for the subscription securities. RAIL will pay the subscription amount on 1 March 2011 or a date to be determined by the Cromwell board in its absolute discretion which date shall be no later than 30 June 2011. The subscription amount paid by RAIL is AUD 0.7071 per subscription security multiplied by the number of subscription securities which based on 35 000 000 subscription securities will be AUD 24.75 million. RAIL does not have any right to subscribe for the subscription securities unless required to do so by Cromwell. The subscription securities will be entitled to distributions from Cromwell for the relevant calendar quarter pro rata to the number of days the subscription securities have been in issue during that quarter and will rank pari passu in all respects with other stapled securities in issue. The call option agreement contains warranties typical for subscriptions of this nature. Other than in respect of Cromwell`s option to call on RAIL to subscribe for the subscription securities, all conditions precedent to the transaction have been fulfilled. The transaction is being funded 100% by a loan facility from Investec Bank (Australia) Limited ("Investec") with the following terms: - The period of the loan facility is 2 years with an interest rate equal to 4% per annum over the Australian Bank Bill Swap Bid Rate (currently approximately 5.3%). - As security for the facility, approximately 105 million Cromwell stapled securities will be deposited with Investec. - The loan is non-recourse to RIN. FINANCIAL EFFECTS The pro forma financial effects of the transaction on the distribution, earnings and headline earnings per linked, based on the profit forecast of RIN for the year ending 31 August 2011 which is contained in the prospectus issued by RIN on 23 August 2010, are not material and have not been disclosed. The pro forma financial effects of the transaction on the net asset value and net tangible asset value per linked unit, based on the pro forma statement of financial position which was published on 4 November 2010 as part of RIN`s results for the period ended 31 August 2010, are not material and have not been disclosed. CATEGORISATION OF THE TRANSACTION The transaction is a category 2 transaction in terms of section 9.5(a) of the Listings Requirements of the JSE Limited. 24 February 2011 Sponsor to Redefine Properties International Limited Java Capital Date: 24/02/2011 13:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
