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RIN - Redefine Properties International - Acquisition of St Georges Shopping Centre 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") ACQUISITION OF ST GEORGES SHOPPING CENTRE INTRODUCTION Linked unitholders are advised that the company has through its 82% held subsidiary Redefine International plc ("RI plc") concluded an agreement ("the acquisition agreement") with Corovest Offshore Limited in terms of which RI plc has agreed to acquire all the issued shares in St Georges Harrow Limited ("St Georges") for a purchase price of GBP25 million ("the transaction"). RATIONALE FOR THE TRANSACTION St Georges has concluded an agreement to acquire the St Georges shopping centre ("the Centre") which is situated in Harrow in the United Kingdom for a purchase price (after transaction costs) of GBP68 million. Debt of GBP43.125 million has been secured on favourable terms from a major German banking group. The acquisition of the Centre is expected to be implemented on or around 27 April 2011. The Centre, 20,000 square meters in extent, forms part of the retail core of Harrow, a town 13 miles North West of Central London. It has excellent links to both public transport and the M1 and M40 motorways. The Centre is anchored by Boots, TK Maxx, Wilkinsons and Vue and comprises 23 retail shops, 3 restaurants, an 8 screen cinema, a health club, and a multi storey car park for 650 cars. The Centre is of institutional investment grade quality and with the implementation of a number of identified asset management opportunities offers the potential of significant value enhancement. The transaction is in line with RIN`s objective of increasing its presence in the UK property market and is expected to be earnings enhancing for linked unit holders in the medium to long term. The acquisition will complement the company`s existing retail portfolio of 5 high quality shopping centres and by being located in the South East of the UK brings a better geographical balance to the UK property portfolio. SALIENT TERMS OF THE TRANSACTION The effective date of the transaction will be the date of transfer of ownership of the shares in St Georges into the name of RI plc. It is intended that the purchase price of GBP25 million, will be funded through a combination of internal resources, a capital raising by RI plc in the AIM market and the issue of RIN linked units on the JSE in terms of a vendor consideration placement. Details of the RIN vendor consideration placement, which is subject to the approval of the South African Reserve Bank, will be announced when this is finalised. The acquisition agreement contains warranties typical for acquisitions of this nature. All conditions precedent to the transaction have been fulfilled. THE CENTRE Details of the Centre including the valuation, effective as at 27 April 2011 attributed to the Centre by the company, are as follows: Property Region Secto Weighte Rentab Purchase Valuation descripti r d le price on average area rental
per m2 Debt (GBP) (m2) (GBP`millio (GBP`millio n) n) (GBP`milli
on) St Harrow Retai 59.5 17,097 25.0 62.5 43.125 Georges , l shopping United centre Kingdo m FINANCIAL EFFECTS The unaudited pro forma financial effects of the transaction on the distribution, earnings and headline earnings per linked unit, 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 unaudited 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 from date of incorporation until 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. 7 April 2011 Sponsor to Redefine Properties International Limited Java Capital Date: 07/04/2011 15:31:10 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.
