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RIN - Redefine Properties International Limited - Extraordinary General
Meeting voting results
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.
Wichford P.L.C.
(the "Company")
EXTRAORDINARY GENERAL MEETING VOTING RESULTS
With reference to the combined circular and prospectus published by the
Company on 13th July 2011 (the "Prospectus"), the Board is pleased to
announce that each of the Resolutions proposed at the Extraordinary General
Meeting ("EGM") held today at 12 noon, to approve the issue of 3,255,711,718
New Ordinary Shares in the Company in connection with the acquisition of
Redefine International plc ("Redefine") and other related matters, was duly
passed without amendment by the required majority on a vote conducted by way
of a poll.
Further details of the Resolutions can be found in the Prospectus.
The results are as set out in the table below:-
Resolution For* %** Against %** Withheld***
1. To adopt a revised 775,913,338 99.88 949,886 0.12 601,500
Investment Policy
2 To approve the offer 545,141,338 99.99 47,882 0.01 1,503,504
by the Company for
the whole of the
issued and to be
issued share capital
of Redefine
International plc
3 To approve the Waiver 545,103,439 99.82 987,785 0.18 601,500
of Rule 9 of the City
Code
4 To approve the 545,128,439 99.82 962,785 0.18 601,500
proposed amendments
to the Investment
Adviser`s Agreement
5 To authorise the 773,832,535 99.65 2,730,185 0.35 902,004
Directors generally
and unconditionally
to allot Ordinary
Shares
6 To allow the 773,206,035 99.64 2,755,185 0.36 1,503,504
Directors to allot
Ordinary Shares
without regard to pre-
emption rights up to
the limits set out in
the Notice
7 To approve the 776,011,939 99.93 550,781 0.07 902,004
consolidation of 7.2
Ordinary 1p Shares
issued into Ordinary
Shares of 7.2p each
8 To increase the 776,511,939 99.99 50,781 0.01 902,004
authorised share
capital of the
Company to
GBP72,000,000
9 To elect Mr Tipper as 764,674,203 98.36 12,722,622 1.64 67,899
a Director
10 To elect Mr Farrow as 776,436,556 99.87 960,269 0.13 67,899
Director
11 To elect Mr Shaw- 776,440,735 99.88 956,090 0.12 67,899
Taylor as Director
12 To elect Mr Wainer as 776,436,556 99.87 960,269 0.13 67,899
Director
13 To elect Mr Watters 776,446,556 99.88 950,269 0.12 67,899
as a Director
14 To adopt the amended 776,511,939 99.99 50,781 0.01 902,004
Articles of
Association
15 To approve a change 777,403,943 99.99 60,781 0.01 0
of name to Redefine
International P.L.C.
16 To approve the 776,511,939 99.99 50,781 0.01 914,732
cancellation of the
Existing Ordinary
Shares held by
Redefine
International plc
17 To approve the 777,414,743 99.99 49,981 0.01 0
admission of Existing
Ordinary Shares and
New Ordinary Shares
to the Main Market of
the London Stock
Exchange
*Votes in favour include the discretionary votes
**Percentages are of votes cast
***It should be noted that a vote withheld is not a vote in law and is not
counted in the calculation of the proportion of the votes for and against
the resolution.
The Company`s total issued share capital as at 4th August 2011 is
1,062,095,584 ordinary shares of 1 pence each.
Resolutions 2, 3 and 4 were subject to the approval of Independent
Shareholders only.
The implementation of these resolutions and the completion of the Merger are
subject, inter alia, to approval on 18th August 2011 by Redefine Properties
International unitholders to allow Redefine Properties International to
accept the offer, and valid acceptances being received from Redefine
Shareholders representing at least 90 per cent. of the issued share capital
of Redefine.
The maximum holding of the members of the Concert Party, after the Merger,
in the capital of the Company, subject to the receipt of such approval, will
be 381,734,676 of the total enlarged share capital (Post Consolidation) of
567,643,792 which represents a combined holding of 67.2% of the total
enlarged share capital (Post Consolidation) of the Company.
In accordance with LR 9.6.2 R, copies of all resolutions passed by the
Company, other than resolutions concerning ordinary business, have been
submitted to the National Storage Mechanism and will shortly be available
for inspection at www.Hemscott.com/nsm.do and can also be viewed on the
Company`s website at www.wichford.com and on Redefine`s website at
www.redefineinternational.je
This announcement should be read in conjunction with the full text of the
Prospectus published by the Company on 13th July 2011 (available on the
Company`s website at www.wichford.com and on Redefine`s website at
www.redefineinternational.je). Defined terms used in the Prospectus shall
have the same meanings when used in this announcement unless the context
otherwise requires.
For further details, please contact,
Wichford P.L.C.
Philippe de Nicolay, Chairman +55 (11) 9636 7979
Wichford Property Management Ltd
Stephen Oakenfull 020 7811 0100
Philip Cooper 020 7355 7020
Citigate Dewe Rogerson 020 7638 9571
Toby Mountford, Ginny Pulbrook, Kate
Lehane
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.
Sponsor to Redefine Properties International Limited
Java Capital
4 August 2011
Date: 04/08/2011 15:30:00 Supplied by www.sharenet.co.za
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