Wrap Text
RIN - Redefine Properties International Limited - Recommended offer by Wichford
P.L.C. for Redefine International Plc
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")
Set out below is an announcement which was released by Redefine International
plc, the AIM-listed subsidiary of RIN, on the Regulatory News Service ("RNS") of
the London Stock Exchange today.
The announcement relates to a proposed merger between Wichford P.L.C. and
Redefine International plc. The full implications of the proposed merger on RIN
are set out in the detailed RIN announcement released on SENS simultaneously
with this announcement.
"Redefine International plc
("Redefine International" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 July 2011
PART I
RECOMMENDED OFFER BY WICHFORD P.L.C. FOR REDEFINE INTERNATIONAL PLC
Summary
- The boards of Wichford P.L.C. ("Wichford") and Redefine International plc
("Redefine") are pleased to announce that they have reached agreement on
the terms of a recommended all share offer to be made by Wichford for the
entire issued and to be issued ordinary share capital of Redefine.
- The Offer, which will be subject to the Conditions and further terms set
out below and in Appendix I to this announcement, and to be set out in the
Offer Documentation also issued today, is being made on the following
basis:
Redefine Shareholders will be entitled to receive: for each Redefine Share: 7.2
New Wichford Shares
- Based on approximately 6.4 pence being the closing price of Existing
Wichford Shares on 11 July 2011, the Offer values each Redefine Share at
46.2 pence and values Redefine`s fully diluted share capital at
approximately GBP208.7 million (as at 11 July 2011 being the last
practicable Business Day prior to the Announcement Date).
- Following completion of the Merger, and the cancellation of Redefine`s
existing shareholding of 230,772,000 Existing Wichford Shares and based on
the undiluted issued share capital on 11 July 2011, being the last
practicable date prior to the publication of this announcement:
- existing Redefine Shareholders would hold approximately 79.7 per cent.
of the issued shares of the Enlarged Group;
- existing Wichford Shareholders (other than Redefine as a Shareholder)
would hold approximately 20.3 per cent. of the issued shares of the
Enlarged Group; and
- Redefine Properties International (which is listed on the JSE) would
become the majority Shareholder in the Enlarged Group with a
shareholding of approximately 65.6 per cent.
- The boards of Wichford and Redefine believe that the Merger substantially
enhances the strategic position of both Wichford and Redefine through the
creation of a stronger, mid tier UK property company, listed on the Main
Market of the London Stock Exchange and focused on providing an attractive,
sustainable and growing income stream for investors (before including the
effect of any future Capital Raising, which may be dilutive to non-
participating shareholders and dilutive to income).
- The combination of Redefine`s and Wichford`s businesses will create a well-
diversified, income-producing investment property portfolio with a balanced
capital structure benefiting from a significant capital commitment from the
Enlarged Group`s largest Shareholder.
- The Enlarged Group is expected, in due course, to seek to raise equity
capital on a fully pre-emptive basis to improve the gearing of the Enlarged
Group and to assist, inter alia, with the refinancing of Wichford`s
existing debt maturities in October 2012. The board of the Enlarged Group
will decide the terms of any Capital Raising at the appropriate time,
taking into account the interests of the Shareholders in the Enlarged Group
as a whole. It is currently expected that the preferred route for a Capital
Raising would involve a fully pre-emptive equity capital raising at a tight
discount to the prevailing mid-market share price of an issued Wichford
Share on the last trading day before the implementation of a Capital
Raising.
- As part of the terms of the Merger, Redefine Properties, the largest
shareholder of Redefine Properties International, has agreed to guarantee
Redefine Properties International`s commitment to subscribe its pro rata
share of any pre-emptive issue of new equity in the Enlarged Group of up to
GBP100 million of gross proceeds, in the period up to the end of October
2012.
- Irrevocable undertakings to accept the Offer have been received from
Redefine Shareholders in respect of, in aggregate, 405,379,065 Redefine
Shares, representing approximately 89.6 per cent. of the entire issued
share capital of Redefine. The undertaking given by Redefine Properties
International which represents 82.3 per cent. of the entire issued share
capital of Redefine is conditional upon the approval of its unitholders in
its general meeting.
- The Redefine Shareholders giving the irrevocable undertakings have
undertaken not to dispose of their Redefine Shares prior to completion of
the Merger.
- Redefine has given an irrevocable undertaking in respect of 230,772,000
Wichford Shares (representing approximately 21.7 per cent. of the issued
share capital of Wichford) to vote in favour of those resolutions upon
which it is entitled to vote at the EGM of Wichford in connection with the
Offer.
- The Redefine Directors, who have been so advised by Deutsche Bank, consider
the terms of the Offer to be fair and reasonable. In providing advice to
the Redefine Directors, Deutsche Bank has taken into account the commercial
assessments of the Redefine Directors.
- Accordingly, the Redefine Directors have unanimously recommended that
Redefine Shareholders accept the Offer, as they have irrevocably undertaken
to do (or procure to be done) in respect of their entire beneficial
holdings and those of their associated interests, which amount to
3,160,773. Redefine Shares, representing, approximately, 0.7 per cent of
the existing issued ordinary share capital of Redefine.
- The Offer Documentation and Combined Circular and Prospectus will be
published and posted later today.
Commenting on the Offer, Gavin Tipper, Chairman of Redefine said:
"We are pleased to announce the planned combination with Wichford which we are
recommending to our shareholders. The Merger is consistent with our ongoing
strategy to build a larger, more liquid company focused on diversified, income
producing investment properties. We believe that the Enlarged Company will be
well placed to deliver attractive cash returns for investors and growth over the
long term."
Commenting on the Offer, Philippe de Nicolay, Chairman of Wichford said:
"We are pleased with the announcement today, that we have reached agreement with
the Redefine Directors on the terms of the recommended all share offer for
Redefine. The Offer combines two businesses with a strong strategic alignment
and creates an enlarged, income-focused property company with a diversified
investment property portfolio and which is supported by our major shareholder of
substantial scale. Furthermore, it will provide a substantial de-risking of the
Wichford October 2012 debt maturities through securing a significant capital
commitment from this shareholder."
This summary should be read in conjunction with the full text of the attached
announcement (including its appendices).
Enquiries
Wichford Redefine
Philippe de Nicolay, Chairman Gavin Tipper, Chairman
Tel: +55 (11) 9636 7979 Tel: +27 (0) 21 683 3829
Rothschild Deutsche Bank
(Financial Adviser to Wichford) (Financial Adviser and Corporate Broker
to Redefine)
Duncan Wilmer, Indy Flore Omar Faruqui, Ben Lawrence
Tel: +44 (0) 20 7280 5000 Tel: +44 (0) 20 7545 8000
Evolution Securities Singer Capital
(Joint Corporate Broker to Wichford) (Nominated Adviser to Redefine)
Chris Sim, Jeremy Ellis Jeff Keating
Tel: +44 (0) 20 7071 4300 Tel: +44 (0) 20 3205 7500
Peel Hunt
(Joint Corporate Broker to Wichford)
Capel Irwin, Matthew Armitt, Hugh
Preston
Tel: +44 (0) 20 7418 8900
Citigate Dewe Rogerson
(Public Relations Adviser to
Wichford)
Toby Mountford, Ginny Pulbrook, Kate
Lehane
Tel: +44 (0) 20 7638 9571
IMPORTANT NOTICES
This announcement is not intended to and does not constitute an offer to sell,
or form part of, or constitute the solicitation of an offer to purchase any
securities. The full terms and conditions of the Offer will be set out in the
Offer Documentation. In deciding whether or not to accept the Offer, Redefine
Shareholders must rely solely on the terms and conditions of the Offer and the
information contained, and the procedures described, in the Offer Documentation.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated
in the United Kingdom by The Financial Services Authority is acting exclusively
for Wichford and no-one else in connection with the Offer and accordingly will
not be responsible to anyone other than Wichford for providing the protections
afforded to clients of Rothschild nor for providing advice in relation to the
matters described in this announcement.
Evolution Securities Limited ("Evolution"), which is authorised and regulated in
the United Kingdom by The Financial Services Authority is acting exclusively for
Wichford and no-one else in connection with the Offer and accordingly will not
be responsible to anyone other than Wichford for providing the protections
afforded to clients of Evolution nor for providing advice in relation to the
matters described in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by The Financial Services Authority is acting exclusively for Wichford
and no-one else in connection with the Offer and accordingly will not be
responsible to anyone other than Wichford for providing the protections afforded
to clients of Peel Hunt nor for providing advice in relation to the matters
described in this announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation in the United Kingdom by the Financial Services Authority.
Details about the extent of Deutsche Bank AG`s authorisation and regulation by
the Financial Services Authority are available on request. Deutsche Bank AG,
London Branch is acting as financial adviser to Redefine and no one else in
connection with the Offer and will not be responsible to anyone other than
Redefine for providing the protections afforded to clients of Deutsche Bank AG,
London Branch nor for providing advice in relation to any matter referred to
herein.
Singer Capital Markets ("Singer"), which is authorised and regulated in the
United Kingdom by The Financial Services Authority is acting exclusively for
Redefine and no-one else in connection with the Offer and accordingly will not
be responsible to anyone other than Redefine for providing the protections
afforded to clients of Singer nor for providing advice in relation to the
matters described in this announcement.
The Wichford Directors accept responsibility for the information contained in
this announcement other than the information relating to the Redefine Group, the
Redefine Directors, their immediate families and related trusts and companies.
To the best of the knowledge and belief of the directors of Wichford (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of that
information.
The Redefine Directors accept responsibility for the information contained in
this announcement relating to Redefine, the Redefine Directors, their immediate
families and related trusts and companies. To the best of the knowledge and
belief of the Redefine Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of that information.
Shareholders of Wichford and Redefine are advised to read carefully the formal
documentation in relation to the Offer once it has been despatched. The
proposals of the Offer will be made solely through the Offer Documentation,
which will contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the proposals
should be made only on the basis of the information in the Offer Documentation
and the Combined Circular and Prospectus. Copies of the Offer Documentation and
the Combined Circular and Prospectus will, from the date of posting to Redefine
Shareholders or Wichford Shareholders (as appropriate), be available for
inspection at the offices of SJ Berwin at 10 Queen Street Place, London EC4R 1BE
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted).
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
Overseas Jurisdictions
The Offer will not be made, in or into, and will not be capable of acceptance in
or from Canada, Australia or Japan. In addition the Offer is not being made,
directly or indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, telephone, fax, telex, internet
or other forms of electronic communication) of interstate or foreign commerce
of, or by any facilities of a securities exchange of the United States and the
Offer is not capable of acceptance by any such use, means, instrumentality or
facility or from within the United States. Accordingly, copies of this Offer
Documentation and any other related document are not being, and must not be,
directly or indirectly mailed or otherwise forwarded, distributed or sent in or
into the United States, Canada, Australia or Japan. Doing so may render invalid
any purported acceptance of the Offer. The availability of the Offer to persons
who are not resident in the United Kingdom may be affected by laws of the
relevant jurisdiction. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute the document or any accompanying documents in or into the United
States, Canada, Australia or Japan.
The New Wichford Shares have not been, nor will they be, registered under the
Securities Act or under the securities laws of any jurisdiction of the United
States and will not be listed on any stock exchange in the United States.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the New Wichford Shares, or determined
if this announcement is accurate or complete. Any representation to the
contrary is a criminal offence under US law. Further, the relevant clearances
have not been, and will not be, obtained from the securities commission of any
province of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance and the New Wichford Shares have not been, and nor will they be,
registered under or offered in compliance with applicable securities laws of any
state, province, territory or jurisdiction of Canada, Australia or Japan.
Accordingly, the New Wichford Shares may not (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration thereof in, such jurisdiction, or to, or for the
account or benefit of, a person located in the United States, Canada, Australia
or Japan.
Forward Looking Statements
This announcement contains `forward-looking statements` concerning Wichford and
Redefine that are subject to risks and uncertainties. Generally, the words
`will`, `may`, `should`, `continue`, `believes`, `targets`, `plans`, `expects`,
`aims`, `intends`, `anticipates` or similar expressions or negatives thereof
identify forward-looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Wichford`s or Redefine`s
operations and potential synergies resulting from the Offer; and (iii) the
effects of government regulation on Wichford`s or Redefine`s business.
These forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in the forward-
looking statements. Many of these risks and uncertainties relate to factors that
are beyond Wichford`s and Redefine`s ability to control or estimate precisely,
such as future market conditions, changes in regulatory environment and the
behaviour of other market participants. Neither Wichford nor Redefine can give
any assurance that such forward-looking statements will prove to have been
correct. The reader is cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the Announcement Date. Neither
Wichford nor Redefine undertakes any obligation to update or revise publicly any
of the forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Forward looking statements may, and often do, differ materially from results.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of Wichford, Redefine or any other
person following the implementation of the Offer or otherwise.
In accordance with Rule 19.1 of the City Code, a copy of this announcement will
be available, subject to certain restrictions relating to persons resident in
restricted jurisdictions, for inspection on Wichford`s website at
www.wichford.com and on Redefine`s website at www.redefineinternational.je on
13 July 2011.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
13 July 2011
PART II
Recommended Offer by Wichford P.L.C for Redefine International plc
1. Introduction
On 23 March 2011, following completion of the strategic review by Wichford
announced on 15 November 2010, the Boards of Wichford P.L.C ("Wichford") and
Redefine International plc ("Redefine") announced that that they had reached an
in principle understanding regarding a potential combination of the two
companies, to be achieved pursuant to an offer, which would include a
significant capital commitment by the largest shareholder of the Enlarged Group.
The boards of Wichford and Redefine are pleased to announce that they have
reached agreement on the terms of a recommended all share offer to be made by
Wichford for the entire issued and to be issued ordinary share capital of
Redefine.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and
further terms set out in Appendix I and to be set out in the Offer
Documentation, Redefine Shareholders will be entitled to receive:
for each Redefine Share: 7.2 New Wichford Shares
Based on approximately 6.4 pence being the closing price of Wichford Shares on
11 July 2011, the Offer values each Redefine Share at 46.2 pence and values
Redefine`s fully diluted share capital at approximately GBP208.7 million (as at
11 July 2011 being the last practicable date prior to the Announcement Date).
This implied Offer price of 46.2 pence per Redefine Share represents a discount
of approximately:
- 16.1 per cent. to the closing price of 55.0 pence per Redefine Share on 11
July 2011, being the last practicable date prior to the publication of this
announcement;
- 16.1 per cent. to the closing price of 55.0 pence per Redefine Share on 12
November 2010, the last Business Day prior to the commencement of the Offer
Period and the date the Boards of Wichford and Redefine announced that they
were in talks about a potential combination of the two companies;
- 17.0 per cent. to the average closing price of approximately 55.6 pence per
Redefine Share for the one month period to 12 November 2010.
Based on 55.0 pence being the closing price of Redefine Shares on 11 July 2011,
the offer values each Existing Wichford Share at 7.6 pence and values Wichford`s
fully diluted share capital at approximately GBP81.1 million (as at 11 July 2011
being the last practicable date prior to the Announcement Date).
This implied Offer price of 7.6 pence per Existing Wichford Share represents a
premium of approximately:
- 19.2 per cent. to the closing price of 6.4 pence per Existing Wichford
Share on 11 July 2011, being the last practicable date prior to the
Announcement Date;
- 2.7 per cent. to the closing price of approximately 7.4 pence per Existing
Wichford Share on 12 November 2010, the last Business Day prior to the
commencement of the Offer Period and the date the Boards of Wichford and
Redefine announced that they were in talks about a potential combination of
the two companies;
- 6.8 per cent. to the average closing price of approximately 7.2 pence per
Existing Wichford Share for the one month period to 12 November 2010;
- 47.8 per cent. to the NAV of 5.17 pence per Existing Wichford Share, being
the last reported NAV prior to the Announcement Date;
- 5.2 per cent. to the EPRA NAV of 7.26 pence per Existing Wichford Share,
being the last reported EPRA NAV prior to the Announcement Date.
Redefine Shareholders should note that there is no cash alternative and the
value of the Offer (if it becomes or is declared unconditional in all respects)
will depend on the market value of the New Wichford Shares received by them on
the date of Admission, and this value may vary.
Redefine Shares will be acquired under the Offer free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and other third party
rights of any nature whatsoever together with all rights attaching to them
including the right to receive and retain all dividends and distributions (if
any), declared, made or paid after the Announcement Date.
3. Pro forma Ownership
Following completion of the Merger, and the cancellation of Redefine`s existing
shareholding of 230,772,000 Existing Wichford Shares and based on the undiluted
issued share capital on 11 July 2011, being the last practicable date prior to
the publication of this announcement:
- existing Redefine Shareholders would hold approximately 79.7 per cent. of
the issued shares of the Enlarged Group;
- existing Wichford Shareholders (other than Redefine as a Shareholder) would
hold approximately 20.3 per cent. of the issued shares of the Enlarged
Group; and
- Redefine Properties International (which is listed on the JSE) would become
the majority Shareholder in the Enlarged Group with a shareholding of
approximately 65.6 per cent. Redefine Properties International is
approximately 54.1 per cent. owned by Redefine Properties and has a market
capitalisation of R21.7 billion (approximately GBP2.0 billion) on 11 July
2011, being the last practicable day prior to the publication of this
announcement.
4. Background to and reasons for the Offer
The Board of Wichford announced on 15 November 2010 that it would be conducting
a strategic review of Wichford`s options. Completion of the strategic review was
announced on 23 March 2011. The review of options covered, inter alia, a
liquidation strategy, de-leveraging through asset sales, a fundamental change in
the management and structural arrangements of Wichford, an equity issuance to
assist with the refinancing of the Delta and Gamma facilities which mature in
October 2012, a CMBS restructuring facilitated through the servicer of the
Windermere CMBS conduits, and a Merger with Redefine coupled with a capital
raising.
Although each of these strategies individually may have merit, the Board of
Wichford considers that the combination between Redefine and Wichford will
provide a stronger basis from which to address Wichford`s refinancing strategy,
as well as a supportive and well-capitalised major shareholder to facilitate the
capital raising that may be required.
5. Background to and reasons for the recommendation
The Redefine Directors believe that the Merger substantially enhances the
strategic position of both Redefine and Wichford through the creation of a
stronger, mid tier UK property company, listed on the Main Market of the London
Stock Exchange and focused on providing an attractive, sustainable and growing
income stream for investors (before including the effect of any future Capital
Raising which may be dilutive to non-participating shareholders and dilutive to
income).
The Merger is consistent with Redefine`s strategy to build a large, more liquid
company focused on diversified, income producing investment properties. The
Redefine Directors believe that the Enlarged Company will be well placed to
deliver attractive cash returns for investors and growth over the long term.
The Enlarged Group will own a property portfolio well diversified by sector and
geography, and will include office properties, shopping centres and hotels.
The Enlarged Group`s UK office assets have defensive characteristics, benefiting
from long term, inflation linked leases and are currently strongly cash
generative. The UK shopping centres owned by the Enlarged Group are occupied by
high quality tenants, including retailers such as Debenhams, Marks & Spencer,
H&M and Next, with each centre able to operate as a stand-alone business.
Further, the hotel portfolio generates attractive margins, has high occupancy
rates and benefits from limited maintenance or capital expenditure requirements.
Similarly, the commercial properties owned by the Enlarged Group in Europe
benefit from stable income streams, again with long dated, typically index-
linked leases with tenants with good credit quality.
Each of the markets in which the Enlarged Group operates provides the
opportunity to participate in stable and secure income streams with attractive
opportunities to grow rental income over time. Each market is also expected to
provide opportunities to recycle the Enlarged Group`s capital over time, both
through acquisitions and disposals to create value for Shareholders.
The income stream from the property portfolio will be complemented by a 22.2 per
cent. interest in Cromwell, (an ASX listed property trust with a large exposure
to government-let commercial real estate in Australia, with a market
capitalisation of approximately AUD656.0 million (equivalent to GBP439.5
million), on 11 July 2011, being the last practicable date prior to the
Announcement Date.
The Enlarged Group will seek to grow income for its investors both through the
pursuit of active asset management opportunities within its existing portfolio,
including asset repositioning and ancillary development, and through the yield
enhancing acquisition and disposal of assets, where the Enlarged Group will act
opportunistically and will have the flexibility to execute transactions quickly.
This potential growth will be further enhanced by the expected reduction to the
combined expenses as a result of the elimination of certain public company
costs. The capital structure of the Enlarged Group is provided by the existing
financing, much of which is long term in nature and the capital commitment of
the major shareholder creates a platform to pursue these growth opportunities.
The Enlarged Group intends to become a leading European vehicle with a focus on
high yielding properties with long-leases across diversified asset types. It is
the intention of the Enlarged Group to grow gross assets under ownership
significantly over the medium to long term. The Enlarged Group intends to focus
on distributions to investors and believes that this will be a key
differentiator of the Enlarged Group compared to other listed property
companies.
The Enlarged Group will be managed by the Investment Adviser, WPML, which is a
fully resourced and experienced investment adviser, with the majority of
property management, development and investment skills contained in-house. The
Investment Adviser has a high level of familiarity with the property portfolios
of both Wichford and Redefine. WPML and its associated entities have been active
in the UK and European real estate markets for over 9 years.
6. Recommendation
The Redefine Directors, who have been so advised by Deutsche Bank, consider the
terms of the Offer to be fair and reasonable. In providing advice to the
Redefine Directors, Deutsche Bank has taken into account the commercial
assessments of the Redefine Directors.
Accordingly, the Redefine Directors have unanimously recommended that Redefine
Shareholders accept the Offer, as they have irrevocably undertaken to do (or
procure to be done) in respect of their entire beneficial holdings and those of
their associated interests, which amount to 3,160,773 Redefine Shares,
representing approximately 0.7 per cent. of the existing issued ordinary share
capital of Redefine.
The Conditions and further terms to the Offer are detailed in Appendix I of this
announcement.
7. Irrevocable undertakings
Irrevocable undertakings to accept the Offer have been received from Redefine
Shareholders in respect of, in aggregate, 405,379,065 Redefine Shares,
representing approximately 89.6 per cent. of the entire issued share capital of
Redefine. The undertaking given by Redefine Properties International which
represents 82.3 per cent. of the entire issued share capital of Redefine is
conditional upon the approval of its unitholders in it`s general meeting.
Redefine Shareholders giving the irrevocable undertakings have undertaken not to
dispose of their Redefine Shares prior to completion of the Merger. Further
details of the Irrevocable undertakings that have been received to date are
detailed in Appendix III of this announcement.
An Irrevocable undertaking to vote in favour of those resolutions upon which it
is entitled to vote at the EGM of Wichford has been received from Redefine in
respect of 230,772,000 Wichford Shares (representing approximately 21.7 per
cent. of the issued share capital of Wichford).
8. Waiver of Rule 9 of the City Code
Following the Merger becoming effective Redefine Properties International will
be interested in Wichford Shares representing 65.6 per cent. of the then issued
ordinary share capital of the Enlarged Company, representing 65.6 per cent. of
the total voting rights of the Enlarged Company.
Under Rule 9 of the City Code, where any person acquires, whether by a single
transaction or a series of transactions over a period of time, interests in
securities which (taken together with securities in which persons acting in
concert with him are interested) carry 30 per cent. or more of the voting rights
of a company which is subject to the City Code, that person is normally required
by the Panel to make a general offer to the shareholders of that company to
acquire their shares. Further, when any person individually, or a group of
persons acting in concert, already holds interests in securities which carry
between 30 and 50 per cent. of the voting rights of a company which is subject
to the City Code, that person may not normally acquire further securities
without making a general offer to the shareholders of that company to acquire
their shares.
It is Wichford`s assessment that Redefine Properties International, Redefine
Properties (being a shareholder of over 50 per cent. of the issued capital of
Redefine Properties International) and Gavin Tipper, Michael Watters, Andrew
Rowell, John Ruddy, Peter Todd and Greg Heron (being directors of Redefine who
are interested in Redefine Shares) together with Stephen Carlin (being a
director of the controlling shareholder of the Investment Adviser who is
interested in Redefine Shares), Stephen Oakenfull (being a director of the
Investment Adviser who is interested in the shares of Corovest Offshore Limited)
and Stewart Shaw-Taylor (being a director of RIFM, Redefine`s investment
adviser) (the ``Redefine Concert Party Directors``) are considered to be acting
in concert under the City Code. Corovest Offshore Limited (a company in which
Michael Watters, Andrew Rowell and Stephen Oakenfull are interested) is also
considered to be acting in concert under the City Code (all of the parties
together, the ``Concert Party``).
Immediately following completion of the Merger, the Concert Party will hold a
maximum of 381,734,676 Wichford Shares (following the Consolidation)
representing 67.2 per cent. of the issued share capital and total voting rights
of the Enlarged Company. Further information on the interests of the Concert
Party is set out in the Offer Documentation.
The Panel has agreed, subject to the approval of the Independent Shareholders on
a poll at the Extraordinary General Meeting, to waive the obligation for
Redefine Properties International to make a general offer that would otherwise
arise as a result of the issue of the New Wichford Shares pursuant to the
Merger. Accordingly, the Whitewash Resolution is being proposed at the
Extraordinary General Meeting and will be taken on a poll by the Independent
Shareholders. Redefine Properties International (through Redefine) will not vote
in relation to the Whitewash Resolution.
If the Resolutions are passed and the Merger takes effect, Redefine Properties
International together with the other members of the Concert Party will have a
direct interest in more than 50 per cent. of the voting rights of the Company,
and will be able to increase their aggregate interest in the Company without
incurring any obligation under Rule 9 of the City Code to make a general offer
to all Shareholders to acquire their shares in the Company. Individual members
of the Concert Party will not however be able to increase their percentage
interests in shares across a Rule 9 threshold without the consent of the
Takeover Panel.
Further details on the waiver of Rule 9 of the City Code can be found in the
Offer Documentation.
9. Information relating to Wichford
Wichford, which is not regulated or authorised in any jurisdiction, is an Isle
of Man registered property investment company with an existing portfolio focused
on properties occupied by Central and State Government bodies in both the UK and
Continental Europe. Wichford was originally set up in September 2003 as a
partnership and was restructured so that it became wholly owned by the Wichford
Group. The Existing Wichford Shares were admitted to trading on AIM in August
2004 and subsequently moved to the Main Market for listed securities of the
London Stock Exchange in December 2007.
Wichford has since grown significantly, increasing its portfolio through the
acquisition of properties over time. As at 31 March 2011, Wichford owned 83
properties in the UK and Continental Europe (five in Germany and one in The
Netherlands) totalling 350,000 square metres (3.8 million square feet), valued
by external valuers at GBP565.7 million. For the financial year to 30 September
2010, Wichford reported an annual rental income of GBP44.3 million, profit from
operations of GBP45.7 million and profit before tax of GBP16.8 million. As of 31
March 2011, Wichford had total assets of GBP614.5 million, net debt of GBP479.2
million and total equity of GBP54.9 million. Wichford`s market capitalisation is
approximately GBP68.1 million as at 11 July 2011 being the last practicable date
prior to the Announcement Date. Current valuations of the properties owned by
Wichford will be included in the Wichford Prospectus.
10. Information relating to Redefine
Redefine was incorporated and registered as a closed-ended property investment
and development company on 28 September 2005 in Jersey with the name Ciref
Limited. Redefine was admitted to trading on AIM on 26 May 2006. On 17 February
2009 Ciref Limited changed its name to ``Ciref Plc`` and on 1 July 2010 ``Ciref
Plc`` changed its name to ``Redefine International plc``.
Redefine is approximately 82.3 per cent. owned by Redefine Properties
International, which is 54.1 per cent. owned by Redefine Properties. Redefine
invests in commercial and retail investment properties in the UK, Switzerland,
Germany and the Channel Islands. Redefine also invests in listed securities in
the UK (Wichford) and Australia (Cromwell).
As at 28 February 2011, Redefine owned 99 properties valued by external valuers
at GBP510 million with a gross rentable area of approximately 3.9 million square
feet and a vacancy rate of 1.6 per cent. together with listed property
securities to the value of GBP103 million.
For the financial year to 31 August 2010, Redefine reported a gross annual
rental income of GBP13.3 million, profit from operations of GBP3.8 million and
loss before tax of GBP5.2 million. As of 28 February 2011, Redefine had total
assets of GBP573.0 million, net debt of GBP318.7 million and total equity of
GBP220.5 million. Redefine`s market capitalisation is approximately GBP248.7
million as at 11 July 2011 being the last practicable date prior to the
Announcement Date. Current valuations of the properties owned by Redefine will
be included in the Wichford Prospectus.
11. Possible REIT Conversion
The UK government announced on 23 March 2011 that it intends to consult with the
property industry and other interested parties on lowering the barriers to entry
to the Real Estate Investment Trust (``REIT``) regime, with a view to reducing
the regulatory burden on companies within the REIT regime. In view of these
proposed changes and the potential benefits of REIT status, the Enlarged Company
intends to consider the possibility of converting to become a UK REIT and the
appropriateness of the management structure, given that REITs can be managed
externally or internally. The Enlarged Company considers conversion to REIT
status may be attractive to UK and international real estate investors and may
facilitate access to additional capital, particularly from institutional
investors.
Once the revised regulatory regime for UK REITs has been introduced, the
Enlarged Company will make a decision as to whether conversion to REIT status is
appropriate and possible.
12. Directors, management and location of business
Redefine has no employees. Management of Redefine and Redefine`s subsidiaries
following completion of the Offer is proposed to be in accordance with the
Investment Adviser`s Agreement between the Enlarged Group and WPML. Further
details on the Investment Adviser`s Agreement can be found in the Offer
Documentation. Therefore the current Wichford Board has no intentions regarding
any employees of Redefine.
The Wichford Board has no current intention to change the location of the
Redefine Group`s places of business or to redeploy its fixed assets other than
pursuant to the strategy of the Enlarged Group to grow income for its investors
both through the pursuit of active asset management opportunities within its
existing portfolio, including asset repositioning and ancillary development, and
through the yield enhancing acquisition and disposal of assets, where the
Enlarged Group will act opportunistically and will have the flexibility to
execute transactions quickly.
However, attention is drawn to the fact that following the completion of the
Merger, Redefine Properties International Limited will be interested in shares
carrying 65.6 per cent. of the voting rights of the Enlarged Group. In the event
that the board of the Enlarged Group proceeds with the Capital Raising or the
Backstop Capital Raising, the controlling position of Redefine Properties
International may increase beyond 65.6 per cent. of the Enlarged Group`s total
voting rights. In such circumstances, notwithstanding the Relationship
Agreement, there can be no certainty that the current intentions of the Wichford
Board will be adhered to. However, the Wichford Board takes comfort from the
confirmation set out in the Wichford Prospectus that each of Redefine Properties
International, Redefine Properties, Corovest Offshore and the Concert Party
Directors has confirmed that it or he does not have any specific current
intentions regarding the future business of, or strategic plans for Wichford,
the locations of the Wichford`s places of business, or the redeployment of the
Wichford`s fixed assets. Please refer to paragraph 11 above for information
regarding the Enlarged Company`s intentions relating to possible REIT
conversion.
It is proposed that, immediately following the Offer becoming unconditional the
Board of the Enlarged Group would consist of nine directors:
- four former Wichford non-executive directors, being Philippe de Nicolay,
Ita McArdle, Richard Melhuish and Mark Taylor. Philippe de Nicolay will be
the Chairman of the Enlarged Group immediately following completion of the
Offer. However, Philippe de Nicolay has informed the Redefine Board and the
Wichford Directors that he intends to retire from the board of the Enlarged
Group once a suitable replacement has been identified;
- two former Redefine non-executive directors being Gavin Tipper and Michael
Farrow;
- one new independent non-executive director being Stewart Shaw-Taylor;
- one non-executive director appointed by Redefine Properties International
being Marc Wainer; and
- one non-executive director of WPML which is 100 per cent owned by RIFM, a
subsidiary of Redefine Properties, being Michael Watters.
The Board of the Enlarged Group would comply with the recommendations of the UK
Corporate Governance Code.
It is expected that, other than one non-executive director appointed by Redefine
Properties International and one non-executive director of WPML, the appointment
of directors would be subject to the approval of a nominations committee of the
Board of the Enlarged Group, comprising two former Wichford non-executive
directors and the new independent non-executive director being Stewart Shaw-
Taylor.
The non-executive director of WPML and the non-executive director appointed by
Redefine Properties International would not be entitled to vote on any Board
resolution to call on the Backstop Capital Raising commitment.
It is not currently proposed that the directors of Redefine will change for so
long as Redefine remains regulated by the CIF Law.
13. Implementation Agreement
Wichford, Redefine and Redefine Properties International have entered into an
Implementation Agreement, in relation to the steps necessary to effect the Offer
to be made by Wichford for Redefine and various matters ancillary to the Offer.
Subject to all applicable laws and regulations, each of Wichford, Redefine and
Redefine Properties International have agreed to co-operate and take all
necessary steps in order to facilitate the Offer, including the convening by
Wichford of the Extraordinary General Meeting, the convening of a general
meeting of unitholders of Redefine Properties International (in order to pass
certain resolutions to allow Redefine Properties International to accept the
Offer) together with the commitment from each of Wichford and Redefine not to
take certain actions which may prejudice the successful completion of the
Merger. Such actions involve not issuing new shares in their respective share
capitals between the date of the Implementation Agreement and the time the Offer
becomes unconditional in all respects (or otherwise lapses), not to take any
action which would require the approval of their respective shareholders in
general meeting (other than the matters referred to in the Offer Documentation),
not to appoint new advisors for the Enlarged Group, and not to settle or
institute any litigation or otherwise incur any material indebtedness.
In addition, under the Implementation Agreement the Wichford Board agrees to
provide the unanimous recommendation of the Offer and Redefine Properties
International (and the Redefine Directors) agree to give irrevocable
undertakings to accept the Offer. The Irrevocable undertakings cease to be
binding if the Redefine Properties International unitholders vote against the
Offer.
14. Capital Commitment
The Enlarged Group is expected, in due course, to seek to raise equity capital
on a fully pre-emptive basis to improve the gearing of the Enlarged Group and to
assist, inter alia, with the refinancing of Wichford`s existing debt maturities
in October 2012. The board of the Enlarged Group will decide the terms of any
Capital Raising at the appropriate time, taking into account the interests of
the shareholders in the Enlarged Group as a whole. It is currently expected that
the preferred route for a Capital Raising would involve a fully pre-emptive
equity capital raising at a tight discount to the prevailing mid-market share
price of an issued Ordinary Share on the last trading day before the
implementation of a Capital Raising.
Wichford, Redefine Properties International and Redefine Properties have entered
into the Capital Raising Implementation Agreement in respect of certain
commitments by Redefine Properties International, as supported by Redefine
Properties, in respect of the Capital Raising and Backstop Capital Raising.
Pursuant to that agreement Redefine Properties International has conditionally
agreed that it will subscribe for at least the percentage equal to its pro rata
holding of Wichford Shares as at the date of Completion of the Merger in respect
of any Capital Raising (as may be agreed by a majority of the board of the
Enlarged Company and undertaken prior to 31 October 2012) of up to GBP100
million of gross proceeds. Based on Wichford`s undiluted issued share capital of
1,062,095,584 on 11 July 2011, Redefine Properties International`s pro rata
shareholding in the Enlarged Group and Completion of the Merger would be
approximately 65.6 per cent. The conditions to be satisfied include the Offer
becoming unconditional, a resolution of a majority of the board of the Enlarged
Company to proceed with the Capital Raising being passed, SARB consent having
been obtained for Redefine Properties International`s participation in the
Capital Raising, the passing of all requisite resolutions of the unitholders of
Redefine Properties International and completion of the Capital Raising and
Admission of the Wichford Shares to be issued in connection therewith having
occurred no later than 31 October 2012. Redefine Properties has irrevocably
agreed that it will subscribe or procure subscribers for such shares if Redefine
Properties International is prevented by SARB from subscribing, or fails to
subscribe, for such Shares.
Redefine Properties International is committed to increasing liquidity and
broadening institutional ownership of the Enlarged Group. Dependent on the terms
of the Capital Raising and, at its sole discretion, Redefine Properties
International will accommodate additional demand for any Capital Raising from
existing and new Shareholders, provided that its shareholding in the Enlarged
Group remains at a minimum of 50.1 per cent..
While the preferred route for a Capital Raising would involve issuing new equity
at a tight discount on a fully pre-emptive basis, as part of the terms of the
Merger and in the event that a Capital Raising cannot be successfully completed,
Redefine Properties International, with support from its largest shareholder,
Redefine Properties, has conditionally agreed to support a Backstop Capital
Raising. The Backstop Capital Raising would provide the Enlarged Group with the
ability to conduct a deeply discounted rights issue of up to GBP100 million of
gross proceeds, at any issue price not less than the nominal value of the shares
of the Enlarged Company (but not more than 30 per cent. of the mid-market price
for such shares on the Business Day prior to the date on which the Independent
Directors finalise the pricing of such Backstop Capital Raising, unless such 30
per cent. amount is waived by mutual agreement between the Independent Directors
and Redefine Properties). Redefine Properties International has agreed it would
provide underwriting to any Backstop Capital Raising of an amount of GBP65.6
million and Redefine Properties has conditionally agreed to provide or procure
such underwriting of any Backstop Capital Raising if Redefine Properties
International is prevented by the SARB from providing, or fails to provide, such
underwriting. The conditions to the Backstop Capital Raising are as set out
above in respect of the Capital Raising.
The Backstop Capital Raising will be callable at any time following completion
of the Merger by a majority of the members of the board of the Enlarged Group
entitled to vote on the relevant resolution, should a majority of the board of
the Enlarged Company resolve prior to 31 July 2012 that a Capital Raising cannot
be successfully implemented. Alternatively, if the board of the Enlarged Company
has not reached a resolution as to whether to proceed with a Capital Raising or
not, the Independent Directors may, after that date, resolve to proceed with a
Backstop Capital Raising. The Backstop Capital Raising commitment will terminate
on 31 October 2012 if either the Capital Raising or the Backstop Capital Raising
is not completed by that date.
If the Merger is completed, a commitment fee of 2.5 per cent. will be payable to
Redefine Properties for its guarantee of Redefine Properties International`s
maximum commitment in respect of the Capital Raising or the Backstop Capital
Raising by the Enlarged Group on the earlier of 31 October 2012 or the
completion of a Capital Raising (or the Backstop Capital Raising, as the case
may be). Based on the undiluted share capital in issue on 11 July 2011, the
commitment fee payable is expected to be GBP1.6 million, being 2.5 per cent. of
the GBP65.6 million commitment of Redefine Properties International, as
guaranteed by Redefine Properties. No other fees will be payable to Redefine
Properties, Redefine Properties International or their respective affiliates in
connection with the Backstop Capital Raising or in relation to a Capital
Raising.
The Wichford Board currently intends the capital commitment to be called upon by
the Enlarged Company in connection with a capital raising to assist in the
refinancing of the Delta and Gamma facilities, which expire in October 2012.
However the board of the Enlarged Company has the flexibility following the
Merger to call upon the capital commitment for any other purpose and at any time
until 31 October 2012.
At the request of the Panel, Deutsche Bank, as Redefine`s financial adviser, has
confirmed that in its opinion the terms of the Backstop Capital Raising are fair
and reasonable so far as Redefine Shareholders as a whole are concerned.
15. Relationship Agreement
In connection with the Offer, Redefine Properties International (as the majority
shareholder) and Wichford, in respect of itself and the Enlarged Group have
entered into the Relationship Agreement setting out the governance arrangements
for the Enlarged Group.
Subject to ongoing compliance with all regulatory requirements (including the
rules of the JSE), the Relationship Agreement contains certain corporate
governance arrangements to facilitate the independent operation of the Wichford
Group. The Relationship Agreement limits the ability of Redefine Properties
International from appointing Associates as directors to form a majority of the
board of the Enlarged Group and would prevent Redefine Properties International
from taking actions that could result in the de-listing of the Enlarged Group
(other than as a result of participation in a Capital Raising or underwriting a
Backstop Capital Raising if the same were called upon by the board of the
Enlarged Company as set forth above).
The Relationship Agreement also:
- limits the ability of Redefine Properties International and its Associates
from voting on matters not permitted under Chapter 11 of the Listing Rules
or otherwise not complying with the Listing Rules;
- ensures that all transactions between the Enlarged Group and Redefine
Properties International and/ or its Associates are conducted on an arm`s
length basis; and
- prevents Redefine Properties International from modifying the Articles in
any manner that is inconsistent with the Relationship Agreement.
Redefine Properties International has undertaken not to dispose of any shares
held by it in the capital of Redefine prior to completion of the Offer.
The Relationship Agreement applies to Redefine Properties International and, to
the extent that any shares in the Enlarged Group which are beneficially owned by
Redefine Properties International are transferred to one or more of its
Associates, Redefine Properties International would be required to procure that
such Associates enter into parallel obligations prior to the transfer of shares.
The obligations of Redefine Properties International and its Associates under
the Relationship Agreement will only terminate if the beneficial ownership of
Redefine Properties International and its Associates in the Enlarged Group
either falls below 30 per cent., or the Enlarged Company is no longer admitted
to listing on the Official List of the UKLA and to trading on the London Stock
Exchange`s Main Market for listed securities.
16. Share Consolidation
The Wichford Board also proposes to enter into a share consolidation subsequent
to completion of the Offer, save for Admission, and effective immediately prior
to Admission (which is expected to be on 23 August 2011), under which each of
the then issued shares in the capital of Wichford (as enlarged by the issue of
the New Wichford Shares pursuant to the terms of the Offer) will be consolidated
into one Ordinary Share on a 1 for 7.2 basis
17. Change of name
The Enlarged Group will change its name to Redefine International P.L.C. and
will be admitted to the Premium Segment of the Official List and traded on the
Main Market for listed securities of the London Stock Exchange. Application will
be made for Redefine`s existing admission to trading on AIM to be cancelled.
18. Disclosure of interests in Redefine securities
Wichford is advised on an exclusive basis by WPML. Redefine Properties
indirectly owns a 76 per cent. shareholding in WPML. WPML`s management team has
considerable expertise in property and structured finance with a combined total
of over 60 years` experience in these areas.
Neither Wichford, nor any Wichford Director or any member of his immediate
family or his related trusts or companies is interested in any Redefine Shares,
nor has any such person dealt in such securities during the Offer Period.
19. Compulsory acquisition, de-listing and re-registration
The attention of Redefine Shareholders is drawn to paragraph 24 of the letter
from the Chairman of Wichford set out in Part II of the Offer Documentation in
relation to Wichford`s intentions with regard to the compulsory acquisition of
and cancellation of admission to trading on AIM of Redefine Shares once the
Offer becomes or is declared wholly unconditional.
Such cancellation of admission of trading will significantly reduce the
liquidity and marketability of any Redefine Shares in respect of which the Offer
has not been accepted at that time.
20. Conditionality of the Offer
The Offer is subject, inter alia, to the approval by ordinary resolution of the
Wichford Independent Shareholders and approval by special resolution of all
Wichford Shareholders. Further details on the Conditions and further terms are
set out in Appendix I to this announcement;
The Offer is also subject inter alia, to the approval by both ordinary and
special resolutions of Redefine Properties International unitholders, and valid
acceptances from Redefine Shareholders representing at least 90 per cent. of the
issued share capital of Redefine. Further details on the Conditions and further
terms are set out in Appendix I to this announcement;
Due to Redefine Properties International being listed on the JSE, and being
subject to the JSE Listings Requirements, acceptance of the Offer by Redefine
Properties International, which will result in Redefine Properties International
disposing of its entire shareholding in Redefine and receiving new shares in
consideration, will require approval by way of a special resolution of its
unitholders in a general meeting.
In addition, the disposal by Redefine Properties International of its Redefine
Shares constitutes an affected transaction in terms of Section 117(i)(c)(i) of
the South African Companies Act as such shares constitute a disposal of all of
Redefine Properties International`s assets. Accordingly, a special resolution of
Redefine Properties International`s unitholders is therefore required to be
passed in a general meeting of Redefine Properties International unitholders to
approve the disposal in connection with it accepting the Offer. Under the South
African Companies Act the special resolution is required to be adopted with the
support of at least 75% of the votes cast by linked unitholders, including
Redefine Properties Limited. As the JSE have ruled that the disposal by Redefine
Properties International of its Redefine shares to Wichford will constitute a
related party transaction, in terms of the JSE Listings Requirements the
validity of the special resolution will be subject to a simple majority of the
votes of linked unitholders, excluding the votes of Redefine Properties Limited
and its associates, being cast in favour thereof.
Redefine Properties International will issue a circular to its unitholders to
convene a general meeting in order to pass all necessary resolutions of Redefine
Properties International to allow it to accept the Offer, sell all of the
Redefine Shares it holds to Wichford and to accept the New Wichford Shares due
to it (pursuant to the Exchange Ratio) under the Offer.
In addition, both the disposal by Redefine Properties International of its
entire holding of Redefine Shares and the acquisition of New Wichford Shares as
consideration under the Offer requires the approval of the SARB. Redefine
Properties International has sought and obtained such SARB approval, which was
granted by the SARB on 25 February 2011.
Pursuant to the Resolutions set out in the Notice of Extraordinary General
Meeting within the Wichford Prospectus, Wichford reserves the right to waive any
of the Conditions which apply to it and, with the consent of the Redefine Board,
to vary any other of the terms and conditions of the Offer, provided that such
waiver or variation is not material in the context of the Offer as a whole.
Further details on the Conditions and further terms are set out in Appendix I to
this announcement.
21. General
This announcement does not constitute an offer to purchase or an invitation to
sell any Redefine shares and any responses to the Offer should be made only on
the basis of the information contained in the Offer Documentation.
The Offer Documentation and Combined Circular and Prospectus will shortly be
submitted to the National Storage Mechanism and will be available for inspection
at www.hemscott.com/nsm.do. Copies of the Offer Documentation and the Combined
Circular and Prospectus will also be available for inspection at the offices of
SJ Berwin at 10 Queen Street Place, London EC4R 1BE during normal business hours
on any weekday (Saturdays, Sundays and public holidays excepted). Copies of the
Offer Documentation and the Combined Circular and Prospectus will be posted to
Redefine Shareholders or Wichford Shareholders (as appropriate) later today.
The Offer Documentation setting out further details of the Offer, including the
Offer timetable, will be published and posted to Redefine Shareholders (other
than to persons in a Restricted Jurisdiction) along with the Combined Circular
and Prospectus (which will also be published and posted to Wichford Shareholders
other than to persons in a Restricted Jurisdiction) on the Announcement Date.
A copy of this announcement is and will be available free of charge, subject to
certain restrictions relating to persons resident in a Restricted Jurisdiction,
for inspection on Wichford`s website at www.wichford.com and on Redefine`s
website at www.redefineinternational.je during the course of the Offer.
Your attention is drawn to the further information contained in the Appendices
which form part of, and should be read in conjunction with, this announcement.
The Offer will be subject to the Conditions and further terms in relation to the
Offer set out in Appendix I to this announcement and to be set out in the Offer
Documentation. Appendix II to this announcement contains further details of the
sources of information and bases of calculations set out in this announcement.
Appendix III to this announcement contains a summary of the irrevocable
undertakings received. Appendix IV to this announcement contains definitions of
certain expressions in the announcement.
Please be aware that addresses, electronic addresses and certain other
information provided by Redefine Shareholders, persons with information rights
and other relevant persons in connection with the receipt of communications from
Redefine may be provided to Wichford during the Offer Period as required under
Section 4 of Appendix 4 of the Code.
Enquiries
Wichford Redefine
Philippe de Nicolay, Chairman Gavin Tipper, Chairman
Tel: +55 (11) 9636 7979 Tel: +27 (0) 21 683 3829
Rothschild Deutsche Bank
(Financial Adviser to Wichford) (Financial Adviser and Corporate Broker
to Redefine)
Duncan Wilmer, Indy Flore Omar Faruqui, Ben Lawrence
Tel: +44 (0) 20 7280 5000 Tel: +44 (0) 20 7545 8000
Evolution Securities Singer Capital
(Joint Corporate Broker to Wichford) (Nominated Adviser to Redefine)
Chris Sim, Jeremy Ellis Jeff Keating
Tel: +44 (0) 20 7071 4300 Tel: +44 (0) 20 3205 7500
Peel Hunt
(Joint Corporate Broker to Wichford)
Capel Irwin, Matthew Armitt, Hugh
Preston
Tel: +44 (0) 20 7418 8900
Citigate Dewe Rogerson
(Public Relations Adviser to
Wichford)
Toby Mountford, Ginny Pulbrook, Kate
Lehane
Tel: +44 (0) 20 7638 9571
This announcement does not constitute an offer or an invitation to purchase any
securities. The Offer will be made solely by means of the Offer Documentation
and the acceptance forms accompanying the Offer Documentation, which will
contain the full terms and conditions of the Offer including details of how it
may be accepted.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated
in the United Kingdom by The Financial Services Authority is acting exclusively
for Wichford and no-one else in connection with the Offer and accordingly will
not be responsible to anyone other than Wichford for providing the protections
afforded to clients of Rothschild nor for providing advice in relation to the
matters described in this announcement.
Evolution Securities Limited ("Evolution"), which is authorised and regulated in
the United Kingdom by The Financial Services Authority is acting exclusively for
Wichford and no-one else in connection with the Offer and accordingly will not
be responsible to anyone other than Wichford for providing the protections
afforded to clients of Evolution nor for providing advice in relation to the
matters described in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by The Financial Services Authority is acting exclusively for Wichford
and no-one else in connection with the Offer and accordingly will not be
responsible to anyone other than Wichford for providing the protections afforded
to clients of Peel Hunt nor for providing advice in relation to the matters
described in this announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the
extent of Deutsche Bank AG`s authorisation and regulation by the Financial
Services Authority are available on request. Deutsche Bank AG, London Branch is
acting as financial adviser to Redefine plc and no one else in connection with
the contents of this announcement and will not be responsible to anyone other
than Redefine plc for providing the protections afforded to clients of Deutsche
Bank AG, London Branch, nor for providing advice in relation to any matters
referred to herein.
Singer Capital Markets ("Singer"), which is authorised and regulated in the
United Kingdom by The Financial Services Authority is acting exclusively for
Redefine and no-one else in connection with the Offer and accordingly will not
be responsible to anyone other than Redefine for providing the protections
afforded to clients of Singer nor for providing advice in relation to the
matters described in this announcement.
Shareholders of Wichford and Redefine are advised to read carefully the formal
documentation in relation to the Offer once it has been despatched. The
proposals of the Offer will be made solely through the Offer Documentation,
which will contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the proposals
should be made only on the basis of the information in the Offer Documentation
and the Combined Circular and Prospectus. Copies of the Offer Documentation and
the Combined Circular and Prospectus will, from the date of posting to Redefine
Shareholders or Wichford Shareholders (as appropriate), be available for
inspection at the offices of SJ Berwin at 10 Queen Street Place, London EC4R 1BE
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offer
ee company and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
Overseas Jurisdictions
The Offer will not be made, in or into, and will not be capable of acceptance in
or from Canada, Australia or Japan. In addition the Offer is not being made,
directly or indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, telephone, fax, telex, internet
or other forms of electronic communication) of interstate or foreign commerce
of, or by any facilities of a securities exchange of the United States and the
Offer is not capable of acceptance by any such use, means, instrumentality or
facility or from within the United States. Accordingly, copies of the Offer
Documentation and any other related document are not being, and must not be,
directly or indirectly mailed or otherwise forwarded, distributed or sent in or
into the United States, Canada, Australia or Japan. Doing so may render invalid
any purported acceptance of the Offer. The availability of the Offer to persons
who are not resident in the United Kingdom may be affected by laws of the
relevant jurisdiction. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute the document or any accompanying documents in or into the United
States, Canada, Australia or Japan.
Forward Looking Statements
This announcement contains `forward-looking statements` concerning Wichford and
Redefine that are subject to risks and uncertainties. Generally, the words
`will`, `may`, `should`, `continue`, `believes`, `targets`, `plans`, `expects`,
`aims`, `intends`, `anticipates` or similar expressions or negatives thereof
identify forward-looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Wichford`s or Redefine`s
operations and potential synergies resulting from the Offer; and (iii) the
effects of government regulation on Wichford`s or Redefine`s business.
These forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in the forward-
looking statements. Many of these risks and uncertainties relate to factors that
are beyond Wichford`s and Redefine`s ability to control or estimate precisely,
such as future market conditions, changes in regulatory environment and the
behaviour of other market participants. Neither Wichford nor Redefine can give
any assurance that such forward-looking statements will prove to have been
correct. The reader is cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the Announcement Date. Neither
Wichford nor Redefine undertakes any obligation to update or revise publicly any
of the forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Forward looking statements may, and often do, differ materially from results.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of Wichford, Redefine or any other
person following the implementation of the Offer or otherwise.
In accordance with Rule 19.1 f the City Code, a copy of this announcement will
be available, subject to certain restrictions relating to persons resident in
restricted jurisdictions, for inspection on Wichford`s website at
www.wichford.com and on Redefine`s website at www.redefineinternational.je on 13
July 2011.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
PART A
Conditions to the Offer
For the purpose of these conditions:
(A) the "Wider Redefine Group" means Redefine and its subsidiaries, subsidiary
undertakings and associated undertakings (including any joint venture,
partnership, firm or company in which any member of the Redefine Group is
interested or any undertaking) in which Redefine and such undertakings
(aggregating their interests) have a significant interest;
(B) the "Wider Wichford Group" means Wichford and its subsidiaries and
subsidiary undertakings and any associated undertakings (including any joint
venture, partnership, firm or company in which any member of the Wichford Group
is interested or any undertaking) in which any of such companies or undertakings
(aggregating their interests) has a significant interest or any undertaking
which has a significant interest in any of such companies;
(C) "subsidiary", "subsidiary undertaking" and "undertaking" have the
respective meanings given by the Companies Act; and
(D) "significant interest" means a direct or indirect interest in 20 per cent
or more of the equity share capital of an undertaking.
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
no later than 1.00 p.m. (London time) on the First Closing Date (or such
later time(s) and/or date(s) as Wichford may, subject to the rules of the
City Code, determine) in respect of not less than 90 per cent (or such
lesser percentage as Wichford may decide) in nominal value of the Redefine
Shares to which the Offer relates and that represent not less than 90 per
cent. (or such lower percentage as Wichford may decide) of the voting
rights carried by the Redefine Shares to which the Offer relates, provided
that this condition will not be satisfied unless Wichford and/or its
subsidiaries shall have acquired or agreed to acquire (either pursuant to
the Offer or otherwise) Redefine Shares carrying in aggregate more than 50
per cent of the voting rights normally exercisable at general meetings of
Redefine, including for this purpose, to the extent (if any) required by
the Panel, any voting rights attaching to any Redefine Shares which may be
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances (whether pursuant to the exercise of
outstanding conversion, option or subscription rights or otherwise), and
for this purpose:
(i) the expression "Redefine Shares to which the Offer relates" shall be
construed in accordance with Articles 116-124A of the Companies
(Jersey) Law 1991;
(ii) Redefine Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will
carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in
respect of Redefine Shares which are treated for the purposes of
Articles 116-124A of the Companies (Jersey) Law 1991 as having
been acquired or contracted to be acquired by Wichford by virtue
of acceptances of the Offer;
(b) the passing at the Extraordinary General Meeting of Wichford of such
resolutions as may be necessary to approve and implement the Offer as set
out in the Wichford Prospectus;
(c) the Office of Fair Trading indicating, in terms satisfactory to Wichford,
that the Office of Fair Trading or the Secretary of State does not intend
to refer the proposed acquisition of Redefine by Wichford or any matters
arising therefrom to the Competition Commission and all appropriate time
periods (including any extensions of such time periods) for any person to
apply for a review of any such decision taken by the Office of Fair Trading
or the Secretary of State having expired or lapsed without any such
application having been made;
(d) (i) the admission to the Official List of the New Wichford Shares to
be issued in connection with the Offer and the Existing Wichford
Shares becoming effective in accordance with the Listing Rules and the
admission of such shares to trading becoming effective in accordance
with the Admission and Disclosure Standards of the London Stock
Exchange; or
(ii) if Wichford and Redefine so determine (and subject to the consent of
the Panel) (a) the UKLA having acknowledged to Wichford or its agent
(and such acknowledgement not having been withdrawn) that the
application for the admission of the New Wichford Shares and the
Existing Wichford Shares to the Official List with a (premium) listing
has been approved and (after satisfaction of any conditions to which
such approval is expressed to be subject ("listing conditions") will
become effective as soon as a dealing notice has been issued by the
FSA and any listing conditions having been satisfied and (b) the
London Stock Exchange having acknowledged to Wichford or its agent
(and such acknowledgement not having been withdrawn) that the New
Wichford Shares and the Existing Wichford Shares will be admitted to
trading; or
(iii) the UKLA having acknowledged to Wichford or its agent (and such
acknowledgement not having been withdrawn) that the application
for admission of the Existing Wichford Shares and the New
Wichford Shares to the Premium Segment of the Official List has
been approved and (subject to satisfaction of any conditions to
which such approval is expressed) will become effective as soon
as dealing notice has been issued by the FSA and an
acknowledgement by the London Stock Exchange that the Existing
Wichford Shares and the New Wichford Shares will be admitted to
trading on its Main Market for listed securities (and such
acknowledgement not having been withdrawn);
(e) all notifications and filings which are necessary or are reasonably
considered appropriate by Wichford having been made in connection with the
Offer, all appropriate waiting periods (including any extension to them)
under any applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated, all necessary statutory or regulatory
obligations in any jurisdiction having been complied with and all
Authorisations which in each case are necessary or are reasonably
considered appropriate by Wichford for or in respect of the Offer, its
implementation or any acquisition of any shares in, or control of, Redefine
or any member of the Wider Redefine Group by any member of the Wider
Wichford Group having been obtained in terms and in a form reasonably
satisfactory to Wichford from all Relevant Authorities or persons with whom
any member of the Wider Redefine Group has entered into contractual
arrangements in each case where the absence of an Authorisation from such a
person would have a material adverse effect on the Wider Redefine Group
taken as a whole, and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of any
member of the Wider Redefine Group, remaining in full force and effect at
the time when the Offer becomes otherwise unconditional in all respects and
there being no intimation of any intention to revoke or not to renew,
withdraw, suspend, withhold, modify or amend the same in consequence of the
Offer becoming unconditional in all respects;
(f) no Relevant Authority having instituted, implemented or threatened any
action, suit, proceedings, investigation, reference or enquiry, or enacted,
made or proposed any statute, regulation, order or decision, or having
taken any other steps or measures that would or might reasonably be
expected to in any case which would be material in the context of the Wider
Redefine Group or the Wider Wichford Group, as the case may be, when taken
as a whole:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control over,
Redefine or any member of the Wider Redefine Group by Wichford or any
member of the Wider Wichford Group, illegal, void or unenforceable or
otherwise directly or indirectly restrict, restrain, prohibit, delay,
frustrate or interfere in the implementation of or impose additional
conditions or obligations with respect to or otherwise challenge the
Offer or such proposed acquisition in any case in a manner which is
material in the context of the Wider Redefine Group when taken as a
whole (including without limitation, taking any steps which would
entitle the Relevant Authority to require Wichford to dispose of all
or some of its Redefine Shares or restrict the ability of Wichford to
exercise voting rights in respect of some or all of such Redefine
Shares);
(ii) require, prevent or materially delay a divestiture by any member of
the Wider Wichford Group of any shares or other securities in
Redefine;
(iii) impose any material limitation on, or result in a material delay
in, the ability of Wichford or Redefine or any member of the
Wider Wichford Group to acquire or hold or exercise effectively,
directly or indirectly, any rights of ownership of shares or
other securities in any member of the Wider Redefine Group or
voting rights or management control over any member of the Wider
Redefine Group;
(iv) require, prevent or materially delay a divestiture by any member of
the Wider Wichford Group or the Wider Redefine Group of all or any
material portion of their respective businesses, assets or properties
or impose any material limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or
properties;
(v) result in any member of the Wider Redefine Group or the Wider Wichford
Group ceasing to be able to carry on the business under any name under
which it presently does so;
(vi) impose any material limitation on the ability of any member of the
Wider Wichford Group or of the Wider Redefine Group to conduct or
integrate or co-ordinate its business, or any part of it, with the
businesses or any part of the businesses of any other member of the
Wider Wichford Group or of the Wider Redefine Group;
(vii) otherwise affect any or all of the businesses, assets, prospects
or profits of any member of the Wider Wichford Group or any
member of the Wider Redefine Group in a manner which is material
and adverse to the relevant Group taken as a whole; or
(viii) require any member of the Wider Redefine Group or the Wider
Wichford Group to offer to acquire any shares or other securities
owned by any third party in any member of either Group by any
third party;
and all applicable waiting and other time periods during which any such
Relevant Authority could institute, or implement or threaten any
proceedings, suit, investigation or enquiry or enact, make or propose any
such statute, regulation or order or take any other such step having
expired, lapsed or been terminated;
(g) except as disclosed in the annual report and accounts of the Redefine Group
for the financial year ended 31 August 2010 and/or the half yearly
unaudited condensed consolidated interim financial statements of the
Redefine Group for the six months ended 28 February 2011 disclosed in
writing to Wichford before the date of announcement of the Offer, there
being no provision of any arrangement, agreement, authorisation, lease,
licence, consent, permit, franchise or other instrument to which any member
of the Wider Redefine Group is a party, or by or to which any such member,
or any of its assets, may be bound, entitled or subject, which could or
might reasonably be expected to as a consequence of the Offer or of the
proposed acquisition of any shares or other securities in, or control of,
Redefine, result in the following, in any case to an extent which is
material in the context of the Redefine Group taken as a whole:
(i) any assets or interests of any member of the Wider Redefine Group
being or falling to be disposed of or charged, or any right arising
under which any such assets or interests could be required to be
disposed of or charged or could cease to be available, other than in
the ordinary course of business;
(ii) any monies borrowed by or other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any member of the Wider
Redefine Group becoming repayable or being capable of being declared
repayable immediately or earlier than its stated repayment date or the
ability of such member of the Wider Redefine Group to incur any
indebtedness becoming or being capable of being or becoming withdrawn,
prohibited or inhibited;
(iii) any such arrangement, agreement, authorisation, lease, licence,
consent, permit, franchise or other instrument being terminated
or modified, affected, amended or varied or any action being
taken or any onerous obligation or liability arising thereunder;
(iv) the rights, liabilities, obligations, business or interests of any
member of the Wider Redefine Group with any firm, body or person (or
any arrangements relating to such business or interests) being
terminated, modified, affected, amended or varied in any materially
adverse manner;
(v) the value of or the financial or trading position or prospects of any
member of the Wider Redefine Group being materially prejudiced or
materially adversely affected;
(vi) the creation of any liability (actual or contingent) by any member of
the Wider Redefine Group;
(vii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Redefine Group or
any such mortgage, charge or security (whenever arising or having
arisen) becoming enforceable; or
(viii) any member of the Wider Redefine Group ceasing to be able to
carry on business under any name under which it currently does
so;
and no event having occurred which, under any provision of any arrangement,
agreement, authorisation, lease, licence, consent, permit, franchise or
other instrument to which any member of the Wider Redefine Group is a
party, or by or to which any such member, or any of its assets, may be
bound, entitled or subject, could result, in any case to an extent which is
material and adverse in the context of the Wider Redefine Group taken as a
whole in any of the events or circumstances as are referred to in items (i)
to (viii) inclusive of this paragraph;
(h) except as disclosed in the annual report and accounts of the Redefine Group
for the financial year ended 31 August 2010 or disclosed in writing to
Wichford before the date of announcement of the Offer:
(i) no litigation, arbitration proceedings, mediation proceedings,
prosecution or investigation or other legal proceedings to which any
member of the Wider Redefine Group is or may become a party (whether
as plaintiff, defendant or otherwise) having been instituted or
threatened or remaining outstanding against or in respect of any
member of the Wider Redefine Group which in any case is material in
the context of the Wider Redefine Group taken as a whole;
(ii) no adverse change or deterioration having occurred in the business,
assets, financial or trading position, prospects or profits of any
member of the Wider Redefine Group which in any case is material in
the context of the Wider Redefine Group taken as a whole;
(iii) no contingent or other liability having arisen, become apparent
or increased which in any case is material in the context of the
Wider Redefine Group taken as a whole; and
(iv) no enquiry or investigation by any Relevant Authority against or in
respect of any member of the Wider Redefine Group having been
threatened, announced or instituted or remaining outstanding by,
against, or in respect of any member of the Wider Redefine Group which
in any case is material in the context of the Wider Redefine Group
taken as a whole;
(i) since 31 August 2010 and except as disclosed in the annual report and
accounts of the Redefine Group for the financial year ended 31 August
2010 or disclosed in writing to Wichford before the date of
announcement of the Offer, neither Redefine nor any other member of
the Wider Redefine Group having:
(i) issued or agreed to issue or authorised the issue or grant of
additional shares of any class, or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for
or acquire any such shares or convertible securities or
transferred or sold any shares out of treasury (save for the
issue of Redefine Shares between Redefine and wholly-owned
subsidiaries of Redefine) or redeemed, purchased, reduced or made
any other change to any part of its share capital;
(ii) recommended, declared, paid or made any dividend, bonus or other
distribution whether payable in cash or otherwise, other than to
Redefine or a wholly-owned subsidiary of Redefine;
(iii) merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or
transferred, mortgaged, charged or created any security
interest over any assets or any right, title or interest in
any assets (including shares in subsidiaries and trade
investments) which in any case would be material in the
context of the Wider Redefine Group taken as a whole;
(iv) issued or authorised the issue of any debentures or incurred or
increased any indebtedness or liability or become subject to a
contingent liability which in any case is material in the context
of the Wider Redefine Group taken as a whole;
(v) entered into, varied or authorised any arrangement, transaction,
contract or commitment other than in the ordinary course of
business (whether in respect of capital expenditure or otherwise)
which is of a long-term, onerous or unusual nature or magnitude
or which involves or could involve an obligation of a nature and
magnitude which is or could restrict the scope of the existing
business of any member of the Wider Redefine Group which in any
case is material in the context of the Wider Redefine Group taken
as a whole;
(vi) entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement in relation to itself or another
member of the Wider Redefine Group otherwise than in the ordinary
course of business which in any case is material in the context
of the Redefine Group taken as a whole;
(vii) waived or compromised any claim which is material in the
context of the Wider Redefine Group taken as a whole;
(viii) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up (whether
voluntary or otherwise), dissolution or reorganisation or
analogous proceedings in any jurisdiction or for the
appointment of a receiver, trustee, administrator,
administrative receiver or similar officer in any
jurisdiction of all or any of its assets and revenues or had
any such person appointed which in any case is material in
the context of the Wider Redefine Group taken as a whole;
(ix) been unable or admitted in writing that it is unable to pay its
debts or having stopped or suspended (or threatened to do so)
payments of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business in any case
which is material in the context of the Wider Redefine Group
taken as a whole;
(x) made or authorised any change in its loan capital;
(xi) waived or compromised any claim which is material in the context
of the Wider Redefine Group taken as a whole;
(xii) entered into or varied in any material respect the terms of
any service agreement with or relating to any of the
directors or senior executives of any member of the Wider
Redefine Group;
(xiii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of
any person employed by the Wider Redefine Group which in any
case is material in the context of the Wider Redefine Group
taken as a whole;
(xiv) made any alteration to its articles of association or other
incorporation or constitutional documents which is material
in the context of the Offer; or
(xv) entered into any agreement or commitment or passed any resolution
or made any offer or proposed or announced any intention with
respect to any of the transactions, matters or events referred to
in this paragraph (i);
(j) Wichford not having discovered that, except as disclosed in writing to
Wichford before the date of announcement of the Offer:
(i) any financial, business or other information concerning the Redefine
Group disclosed publicly or disclosed to any member of the Wider
Wichford Group at any time is misleading, contains a misrepresentation
of fact or omits to state a fact necessary to make the information
therein not misleading and which was not corrected before the date of
announcement of the Offer either by public disclosure through a
Regulatory Information Service or to Wichford and which is material in
the context of the Wider Redefine Group taken as a whole;
(ii) any member of the Wider Redefine Group is subject to any liability
otherwise than in the ordinary course of business, contingent or
otherwise, which is or would be likely to be material in the context
of the Redefine Group taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider
Redefine Group which is material in the context of the Redefine
Group taken as a whole;
(k) Redefine not having discovered that, except as disclosed in writing to
Wichford before the date of announcement of the Offer:
(i) any member of the Wider Redefine Group has not complied with any
applicable legislation or regulations of any jurisdiction with regard
to the use, storage, transport, treatment, handling, disposal,
release, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment
or harm human health, or otherwise relating to environmental matters
or the health and safety of any person where non-compliance would be
likely to give rise to any liability or cost (whether actual or
contingent) on the part of any member of the Wider Redefine Group and
which is material in the context of the Wider Redefine Group taken as
a whole;
(ii) there has been an emission, discharge, disposal, spillage or leak of
waste or hazardous substance or any substance likely to impair the
environment or harm human health which would be likely to give rise to
any liability or cost (whether actual or contingent) on the part of
any member of the Wider Redefine Group and which is material in the
context of the Wider Redefine Group taken as a whole;
(iii) there is or is likely to be any liability (whether actual or
contingent) to improve or install new plant or equipment or make
good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present
member of the Wider Redefine Group under any environmental
legislation, regulation, notice, circular or order of any
Relevant Authority or any other person or body in any
jurisdiction which is material in the context of the Wider
Redefine Group taken as a whole; or
(iv) circumstances exist whereby a person or class of person would be
likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or
present member of the Wider Redefine Group which in any case
would be likely to be material in the context of the Wider
Redefine Group taken as a whole.
Subject to the requirements of the Panel, Wichford reserves the right to waive
in whole or in part all or any of the conditions (a) to (k) inclusive.
Conditions (a) to (k) inclusive if not waived must be fulfilled by midnight
(London time) on the 21st day after the later of the First Closing Date and the
date on which condition (a) is fulfilled (or in each case, such later date as
Wichford may, with the consent of the Panel, decide) failing which the Offer
will lapse. Wichford shall be under no obligation to waive or treat as fulfilled
any of the conditions (a) to (k) inclusive by a date earlier than the date
specified above for fulfilment notwithstanding that the other conditions of the
Offer may at such earlier date have been fulfilled and that there are as at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.
If Wichford is required by the Panel to make an offer for the Redefine Shares
under the provisions of Rule 9 of the City Code, Wichford may make such
alterations to the conditions as are necessary to comply with the provisions of
that Rule.
The Offer will be subject to the applicable requirements of the City Code. The
Offer and any acceptances under the Offer and any dispute or claim arising out
of or in connection with them or their subject matter, whether of a contractual
or non-contractual nature, shall be governed by and construed in accordance with
the law of England and Wales and subject to the jurisdiction of the courts of
England and Wales.
Under Rule 13.4 of the City Code, an offeror should not invoke any condition or
pre-condition of an offer so as to cause an offer to lapse, not proceed or be
withdrawn unless the circumstances which give rise to the right to invoke the
condition or pre-condition are of material significance to the offeror in the
context of that offer.
The Offer will lapse if it or any matter arising therefrom is referred to the
Competition Commission or the European Commission either initiates proceedings
under Article 6(1)(c) or, following a referral by the European Commission under
Article 9.1 to a competent authority in the United Kingdom, there is a
subsequent reference to the Competition Commission, in either case before 1.00
p.m. (London time) on the First Closing Date or, if later, the date on which the
Offer becomes or is declared unconditional as to acceptances. If the Offer
lapses, the Offer will cease to be capable of further acceptances and Redefine
Shareholders accepting the Offer and Wichford shall upon the Offer lapsing cease
to be bound by acceptances delivered on or before the date on which the Offer
lapses.
The Offer is not being made, directly or indirectly, in or into, the United
States, Canada, Australia or Japan.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
PART B
Certain further terms of the Offer
Redefine Shares will be acquired under the Offer free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and other third party
rights of any nature whatsoever together with all rights attaching to them,
including the right to receive and retain all dividends and distributions (if
any) declared, made or paid after the Announcement Date.
The Offer will be on the terms and will be subject, among other things, to the
conditions which are set out in Part A of this Appendix I and those terms which
will be set out in the formal Offer Documentation and such further terms as may
be required to comply with the Listing Rules of the UK Listing Authority and the
provisions of the City Code. The Offer and any acceptances thereunder will be
governed by English law.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
APPENDIX II
SOURCES AND BASES
In this announcement:
1. Unless otherwise stated:
- the financial information concerning Wichford has been extracted or
derived without adjustment from the Wichford reviewed half yearly
financial report for the six months ended 31 March 2011;
- the financial information concerning Redefine has been extracted or
derived without adjustment from the Redefine reviewed half yearly
financial report for the six months ended 28 February 2011; and
- all stated number of shares in issue and percentage calculations are
as at 11 July 2011.
2. As at the close of business on 11 July 2011, being the last practicable
date prior to the Announcement Date:
- Wichford had in issue 1,062,095,584 ordinary shares. The International
Securities Identification Number for Wichford Shares is GB00B01V9H13;
- Redefine had in issue 452,182,183 ordinary shares. The International
Securities Identification Number for Redefine Shares is GB00B13PT348;
and
- Redefine holds 230,772,000 ordinary shares in Wichford, representing
approximately 21.7 per cent. of the undiluted issued share capital of
Wichford on 11 July 2011, being the last practicable date prior to the
Announcement Date.
- The fully diluted share capital of Redefine is valued at approximately
GBP248,700,201 which is calculated on the basis of:
(i) a Redefine share price of 55.0 pence on 11 July 2011, being the
last practicable date prior to the Announcement Date; and
(ii) the number of issued ordinary Redefine shares referred to in
paragraph 2, sub bullet point 2 above
3. On completion of the Merger:
- 3,255,711,718 New Wichford Shares would be issued to Redefine
Shareholders, calculated on the basis of:
(i) the number of issued ordinary Redefine Shares referred to in
paragraph 2 above; and
(ii) an exchange ratio of 7.2 Wichford shares for every Redefine Share
4. On completion of the Merger, post cancellation and pre consolidation of
Redefine`s existing shareholding in Wichford:
- 4,087,035,302 ordinary shares in the Enlarged Company would be issued
in aggregate to Wichford and Redefine shareholders, calculated on the
basis of:
(i) the total number of ordinary shares issued in Wichford referred
to in paragraph 2 above; plus
(ii) the total number of New Wichford Shares issued to Redefine
Shareholders referred to in paragraph 3 above; minus
(iii) Redefine`s existing holding of 230,772,000 ordinary shares
in Wichford referred to in paragraph 2 above which would be
cancelled.
- Redefine Shareholders would hold approximately 79.7 per cent. of the
issued shares of the Enlarged Company, calculated on the basis of:
(i) 4,087,035,302 ordinary shares in the Enlarged Company issued in
aggregate as referred to above; and
(ii) the number of New Wichford Shares issued to Redefine Shareholders
referred to in paragraph 3 above.
- Wichford Shareholders (other than Redefine as a shareholder in
Wichford) would hold approximately 20.3 per cent. of the issued shares
of the Enlarged Company, calculated on the basis of:
(i) 4,087,035,302 ordinary shares in the Enlarged Company issued in
aggregate as referred to above; and
(ii) the number of issued ordinary Wichford shares referred to in
paragraph 2 above minus Redefine`s existing holding of
230,772,000 ordinary shares in Wichford referred to in paragraph
2 above.
5. As at the close of business on 11 July 2011, being the last practicable
date prior to the Announcement Date, Redefine is approximately 82.3 per
cent. owned by Redefine Properties International which is, in turn,
approximately 54.1 per cent. owned by Redefine Properties.
6. On completion of the Merger, post cancellation of Redefine`s existing
shareholding in Wichford, Redefine Properties International would become
the majority shareholder in the Enlarged Company with a shareholding of
approximately 65.6 per cent., calculated on the basis of:
- Redefine`s shareholding of approximately 79.7 per cent. of the issued
shares of the Enlarged Company as referred to in paragraph 4;
multiplied by
- Redefine International Properties` shareholding of approximately 82.3
per cent. in Redefine referred to in paragraph 5 above.
7. Market capitalisation of Redefine Properties based on an exchange rate of
approximately 10.88 Rand to GBP1.00 as at 11 July 2011.
8. Unless otherwise stated, all prices, closing prices and exchange rates for
Wichford and Redefine Shares are closing middle market quotations derived
from the Official List of the London Stock Exchange Daily and Bloomberg.
9. The implied offer price per Wichford share of approximately 7.6 pence is
calculated on the basis of:
(iii) a Redefine share price of 55.0 pence on 11 July 2011, being the
last practicable Business Day prior to the Announcement Date; and
(iv) an exchange ratio of 7.2 Wichford shares for every Redefine Share.
It values the fully diluted share capital of Wichford at approximately
GBP81.1 million based on the implied offer price above and the number
of issued ordinary Wichford shares referred to in point 2 above.
10. The premium and discount calculations to the implied offer price per
Wichford share have been calculated by reference to:
- a price of approximately 6.4 pence per Wichford ordinary share, being
the closing price on 11 July 2011, the last practicable date prior to
the Announcement Date;
- the closing price per Wichford ordinary share of approximately 7.4
pence on 12 November 2010, the last Business Day prior to the
commencement of the Offer Period and the date the Boards of Wichford
and Redefine announced that they were in talks about a potential
combination of the two companies;
- the average closing price per Wichford Share of approximately 7.2
pence for the one month period to 12 November 2010;
- last reported NAV as at 31 March 2011 of 5.17 pence per share; and
- last reported EPRA NAV as at 31 March 2011 of 7.26 pence per share.
11. The implied offer price per Redefine Share of approximately 46.2 pence is
calculated on the basis of:
(v) a Wichford share price of approximately 6.4 pence on 11 July 2011,
being the last practicable date prior to the Announcement Date; and
(vi) an exchange ratio of 7.2 Wichford shares for every Redefine Share
Values the fully diluted share capital of Redefine at approximately
GBP208.7 million based on the implied offer price above and the number
of issued ordinary Redefine shares referred to in paragraph 2, sub
bullet point 2 above.
12. The discount calculations to the implied offer price per Redefine Share
have been calculated by reference to:
- a price of 55.0 pence per Redefine Share, being the closing price on
11 July 2011, the last practicable date prior to the Announcement
Date;
- the closing price per Redefine ordinary share of approximately 55.0
pence on 12 November 2010, the last Business Day prior to the
commencement of the Offer Period and the date the Boards of Wichford
and Redefine announced that they were in talks about a potential
combination of the two companies; and
- the average closing price per Redefine Share of approximately 55.6
pence for the one month period to 12 November 2010.
13. Net debt for Redefine of GBP318.7 million is calculated by reference to
half yearly financial report for the six months ended 28 February 2011:
- Total loans and borrowings of GBP329.5 million less total cash and
cash equivalents of GBP10.8 million.
14. Net debt for Wichford of GBP479.2 million is calculated by reference to
half yearly financial report for the six months ended 31 March 2011:
- Total loans and borrowings of GBP519.9 million less total cash and
cash equivalents of GBP40.7 million.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following persons have irrevocably undertaken to accept the Offer in respect
of their own holdings of Redefine Shares (save for in the case of Redefine
Properties International Limited where such undertaking is conditional on the
approval of its unitholders in general meeting):
Name Number of Redefine Shares
Redefine Properties International Limited 372,305,640
Coronation Capital Limited 10,098,681
Grindrod Global Property Income Fund 8,459,432
Corovest Offshore Limited 7,544,853
Osiris International Trustees Limited 2,435,139
Clearwater Property Holdings No 4 (Pty) 2,074,460
Limited
Grindrod International Property Fund 680,400
Peter Todd 672,391
Stewart Shaw-Taylor 570,000
Gavin Tipper 261,358
Stephen Carlin 234,849
Andrew Rowell 31,490
John Ruddy 10,372
Total 405,379,065
Redefine International plc has irrevocably undertaken to vote in favour of all
resolutions to be proposed at the EGM on which it is entitled to vote, in
respect of 230,772,000 Wichford Shares, representing approximately 21.7 per
cent. of Wichford`s entire issued share capital.
APPENDIX IV
DEFINITIONS
In this announcement, the following definitions apply unless the context
requires otherwise:
"Act" the Companies Act 2006 (as amended)
"Admission" the re-admission of the Existing Wichford Shares
and the admission of the New Wichford Shares to the
Premium Segment of the Official List becoming
effective in accordance with the Listing Rules and
the re-admission of such Existing Wichford Shares
and admission of the New Wichford Shares to trading
on the London Stock Exchange`s Main Market for
listed securities becoming effective in accordance
with the Admission and Disclosure Standards in each
case as Wichford Shares if the Consolidation is
approved at the EGM
"Admission and the admission and disclosure standards of the
Disclosure Standards" London Stock Exchange containing among other
things, the admission requirements to be observed
by companies seeking admission to trading on the
London Stock Exchange`s Main Market for listed
securities
"AIM" the AIM market of the London Stock Exchange
"Announcement Date" 13 July 2011
"Annual Report and the annual report and audited accounts of the
Accounts of Redefine" Redefine and Redefine Properties International for
the year ended 31 August 2010
"Articles" the articles of association of Wichford as amended
from time to time
"Associates" has the meaning given in the Listing Rules
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, determinations, consents,
clearances, certificates, licences, permissions or
approvals including, but not limited to, those
required from the UKLA, the Panel, the JSE and the
South African Reserve Bank Takeover Regulation
Panel
"Backstop Capital a fully pre emptive backstop equity capital raising
Raising" of Wichford (if relevant) in an amount not
exceeding GBP100 million currently proposed to be
structured as a deeply discounted rights issue by
Wichford should the Capital Raising not proceed
"Board" the board of directors of Redefine or the board of
Wichford Directors (as the case may be) and the
terms ``Redefine Board`` and ``Wichford Board``
shall be construed accordingly
"Business Day" any day on which banks are generally open in
England and Wales for the transaction of business,
other than a Saturday, Sunday or public holiday
"Capital Raising" the proposed fully pre emptive capital raising by
Wichford in an amount not exceeding GBP100 million,
such capital raising to be at a tight discount to
the prevailing mid market share price of an issued
Ordinary Share
"Capital Raising the agreement dated 13 July 2011 entered into
Implementation between Wichford, Redefine Properties International
Agreement" and Redefine Properties relating to the Capital
Raising and (if relevant) the Backstop Capital
Raising
"CIF law" the Collective Investment Funds (Jersey) Law 1988,
as amended
"City Code" or "Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of a relevant share
as derived from SEDOL on any particular day
"Combined Circular and the combined circular and prospectus to be
Prospectus" published by Wichford and to be sent to Wichford
Shareholders outlining the Offer and containing the
notice convening the Wichford General Meeting and
containing information on, amongst other things,
Wichford, the Enlarged Company and the New Wichford
Shares
"Companies Act 2006" the Companies Act 2006, and shall be construed as a
reference to it as it may from time to time be
amended, modified or re-enacted
"Concert Party" Redefine Properties International, together with
Redefine Properties, Gavin Tipper, Michael Watters,
Andrew Rowell, John Ruddy, Peter Todd, Greg Heron,
Stephen Carlin, Stewart Shaw-Taylor, Stephen
Oakenfull and Corovest Offshore Limited
"Conditions" the conditions to the Offer set out in Appendix I
of this announcement
"CREST" the system for the paperless settlement of trades
in securities and the holding of uncertificated
securities operated by Euroclear in accordance with
the Uncertificated Securities Regulations 2001
"Deutsche Bank" Deutsche Bank AG, London Branch
"Enlarged Company" Wichford (including Redefine) following the
Effective Date
"EPRA Earnings per recurring earnings from core operational activities
Share" of Wichford as defined by EPRA Best Practices
Recommendations divided by the weighted average
number of Wichford Shares for the corresponding
period
"EPRA Net Asset Value net asset value adjusted to include properties and
per Share" other investment interests at fair value and to
exclude certain items not expected to crystallise
in a long term property business model as defined
by EPRA Best Practices Recommendations divided by
the number of Wichford Shares in issue at the end
of the relevant period
"Euroclear" Euroclear UK & Ireland Limited
"Existing Wichford the Wichford Shares in issue at the Offer Record
Shares" Date
"Extraordinary General the extraordinary general meeting of Wichford to be
Meeting" or "EGM" held at Top Floor, 14 Athol Street, Douglas, Isle
of Man IM1 1JA at 12.00 on 27 July 2011 notice of
which is set out in the Wichford Prospectus
"First Closing Date" 22 August 2011
"Form of Acceptance" the form of acceptance and authority relating to
the Offer which will accompany the Offer
Documentation
"FSA"
"FSMA" Financial Services and Markets Act 2000 (as
amended)
"hard copy form" the United Kingdom Financial Services Authority
"Implementation the agreement dated 13 July 2011 between Wichford
Agreement" and Redefine in relation to the implementation of
the Offer
"Independent Directors" the independent directors of Redefine
"Independent the Shareholders excluding Redefine and (if
Shareholders" relevant) Redefine Properties International
"Investment Adviser" WPML
"Investment Adviser`s an Investment Adviser`s Agreement between Wichford
Agreement" and WPML
"JSE" Johannesburg Stock Exchange
"Listing Rules" the rules and regulations made by the UKLA under
FSMA and contained in the UKLA`s publication of the
same name, as amended from time to time
"London Stock Exchange" London Stock Exchange plc
"Merger" the proposed merger of Wichford with Redefine
pursuant to the Offer
"NAV" net asset value
"New Wichford Shares" the Wichford Shares proposed to be issued and
credited as fully paid pursuant to the Offer
"Offer" the takeover offer as defined in section 974 of the
Companies Act 2006 being made to all Redefine
shareholders to acquire all issued and outstanding
Redefine shares as set out more fully in the Offer
Documentation
"Offer Documentation" the documents to be sent to Redefine Shareholders
setting out, inter alia, the terms and conditions
of the Offer and the Form of Acceptance
"Offer Period" the period commencing. 15 November 2011 until
whichever of the following dates shall be the
latest:
(a) 1.00p.m. (London time) on the First Closing
Date;
(b) the date on which the Offer lapses; or
(c) the date on which the Offer becomes
unconditional
"Official List" the official list maintained by the UKLA
"Overseas Persons" Redefine Shareholders who are resident in,
ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom where the
Offer or the sale, issue or transfer of Redefine
Shares or would be a contravention of applicable
law
"Panel" the Panel on Takeovers and Mergers
"person with a person in respect of whom a nomination pursuant
information rights" to the provisions of the Companies Act has been
made (and has not been suspended, revoked or ceased
to have effect) by a registered shareholder in
Redefine which has its registered office in the
United Kingdom for that person to receive a copy of
all communications that Redefine sends to its
shareholders generally or to any class of its
shareholders that includes the registered
shareholder making the nomination
"Pounds", "pence" and the lawful currency of the United Kingdom
"GBP"
"R or Rand" the lawful currency of The Republic of South Africa
"Redefine" Redefine International plc, registered in Jersey
(no. 91277)
"Redefine Board the form of recommendation of the Redefine Board
Recommendation" to the Redefine Shareholders contained in the Offer
Documentation
"Redefine Directors" or Redefines`s directors from time to time, being
"Redefine Board" those persons on the Announcement Date
"Redefine Group" Redefine and its subsidiary undertakings
"Redefine Ordinary ordinary shares of 1 pence each in the capital of
Shares" Redefine
"Redefine Properties" Redefine Properties Limited (registration number
1999/018591/06), a public company duly incorporated
and registered in terms of the laws of South Africa
and listed on the JSE, with its registered address
at 3rd Floor, Redefine Place, 2 Arnold Road,
Rosebank, 2196, South Africa
"Redefine Properties Redefine Properties International Limited
International" (registration number 2010/ 009284/06) a public
company duly incorporated and registered in terms
of the laws of South Africa and listed on the JSE,
with its registered address at 3rd floor, Redefine
Place, 2 Arnold Road, Rosebank, 2196, South Africa
(formerly Kalpafon Limited)
"Redefine Properties a linked unit, each comprising one Redefine
International linked Properties International share indivisibly linked
unit" to one Redefine Properties International debenture
"Redefine Properties holders of all the issued Redefine Properties
International International linked units in the capital of
unitholder" Redefine Properties International
"Redefine Shareholders" holders of Redefine Shares
"Redefine Shares" Redefine Ordinary Shares in existence prior to the
acquisition thereof as contemplated in the Offer
"Registrar of the Registrar of Companies in England and Wales,
Companies" within the meaning of the Companies Act 2006
"Regulatory Information any of the services set out in Appendix 3R to the
Service" Listing Rules
"Relationship the agreement dated 13 July 2011 between Wichford
Agreement" and Redefine Properties International relating to
certain governance matters in respect of the
Enlarged Company, should the Merger be completed
"Relevant Authority" any central bank, government, government department
or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body,
authority (including any national anti-trust or
merger control authority), court, trade agency,
association, institution or professional or
environmental body or any other person or body
whatsoever in any relevant jurisdiction
"Resolutions" the resolutions to be proposed at the Extraordinary
General Meeting
"RIFM" Redefine International Fund Managers Limited, a
company incorporated in the British Virgin Islands
(registration number 605116) with its registered
office at Capital Building, Wickhams Cay 11, PO Box
2221, Road Town, Tortola British Virgin Islands,
V6111D
"SARB" South African Reserve Bank
"Shareholders" holders of Wichford Shares from time to time,
including Redefine shareholders who receive New
Wichford Shares pursuant to acceptance of the
Offer, assuming the Merger completes in accordance
with its terms
"subsidiary", have the meanings ascribed to them under the
"subsidiary Companies Act 2006
undertaking" and
"undertaking"
"UKLA" the UK Listing Authority, being the Financial
Services Authority acting in its capacity as the
competent authority for the purposes of Part IV of
FSMA
"United Kingdom" or United Kingdom of Great Britain and Northern
"UK" Ireland
"United States", "US" the United States of America, its territories and
or "USA" possessions, any State of the United States of
America and the District of Columbia
"US Person" a US person as defined in Regulation S under the US
Securities Act
"US Securities Act" the United States Securities Act of 1933 (as
amended)
"VAT" any value added tax imposed under Directive
2006/112/EC, the Value Added Tax Act 1994 and/or
any primary or secondary legislation supplemental
to either of them
"Whitewash Resolution" the resolution to approve the waiver of Rule 9 of
the City Code as set out in the notice convening
the Extraordinary General Meeting
"Wichford" Wichford P.L.C., registered in the Isle of Man with
registered number 11198c
"Wichford Board" or Wichford`s directors from time to time
Wichford Directors"
"Wichford Board the form of recommendation of the Wichford Board to
Recommendation" the Wichford Shareholders contained in the Combined
Circular and Prospectus
"Wichford General the general meeting of Wichford to consider and, if
Meeting" thought fit, to approve the Wichford Resolutions
"Wichford Group" Wichford and its subsidiary undertakings
"Wichford Prospectus" the Combined Circular and Prospectus
"Wichford Resolutions" the resolution or resolutions to be proposed at the
Wichford General Meeting to, among other matters,
approve the Offer and authorise the Wichford
Directors to allot the New Wichford Shares
"Wichford Shareholders" holders of Wichford Shares
"Wichford Shares" the existing ordinary shares of 1 pence each in the
share capital of Wichford prior to the Offer, and
ordinary shares of 7.2 pence each in the share
capital of Wichford following the Merger
"WPML" Wichford Property Management Limited
Unless otherwise stated, all times referred to in this announcement are
references to the time in London.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
13 July 2011
Sponsor to Redefine Properties International Limited
Java Capital
Date: 13/07/2011 16:01:13 Supplied by www.sharenet.co.za
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