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RIN - Redefine Properties International Limited - Admission of ordinary shares
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, and by Wichford P.L.C. on the Regulatory
News Service ("RNS") of the London Stock Exchange today.
The announcement relates to the merger between Wichford P.L.C. and Redefine
International plc.
"WICHFORD P.L.C.
(the "Company")
ADMISSION OF ORDINARY SHARES
Further to the announcement made by the Company earlier today, the Company
confirms that, pursuant to the Offer for the entire issued share capital of
Redefine International plc ("Redefine") being declared wholly unconditional, the
following will become effective with effect from 8:00 a.m. on 23 August 2011:
- cancellation of the listing on the Premium Segment of the Official List and
trading on London Stock Exchange`s main market for listed securities of the
entire issued share capital of the Company, which stands as at the date of
this announcement at 1,062,095,584 Ordinary Shares of 1 pence each; and
- pursuant to the authority obtained from the Company`s shareholders at the
Company`s extraordinary general meeting on 4 August 2011, the issue of New
Ordinary Shares of 1 pence each in connection with the Offer and the
subsequent consolidation of the Company`s Ordinary Shares of 1 pence each
into Ordinary Shares of 7.2 pence each, resulting in the number of Ordinary
Shares post-consolidation being 599,695,459 shares of 7.2 pence each; of
this number, 32,051,666 Ordinary Shares are the Existing Ordinary Shares
(post-consolidation) held by Redefine which do not form part of the
applications for listing on the Premium Segment of the Official List and
trading on London Stock Exchange`s main market for listed securities and
which have been cancelled, subject to the confirmation of the High Court of
the Isle of Man; and
- the admission to listing on the Premium Segment of the Official List and to
trading on the main market for listed securities of London Stock Exchange
plc of up to 567,643,792 Ordinary Shares of 7.2 pence each.
428,429,251,Ordinary Shares have been allotted, conditional only upon Admission
occurring, to Redefine Shareholders pursuant to the Offer.
Dealings in the Ordinary Shares on the London Stock Exchange`s main market for
listed securities are expected to commence at 8:00 a.m. on 23 August 2011.
In accordance with the FSA`s Disclosure and Transparency Rule 5.6.1, the Company
confirms that following Admission on 23 August 2011, the Company`s issued share
capital will consist of 543,890,859 Ordinary Shares with voting rights. The
Company holds no shares in Treasury.
The total number of voting rights in the Company is therefore 543,890,859. The
figure of 543,890,859 Ordinary Shares may be used by shareholders in the Company
as the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FSA`s Disclosure and Transparency Rules.
Terms used but not defined in this announcement shall have the same meaning
given to them in the Offer Document published by the Company on 13 July 2011.
A copy of this announcement will be available at www.wichford.com
The content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
For further details, please contact:
Wichford P.L.C.
Philippe de Nicolay, Chairman +55 (11) 9636 7979
Wichford Property Management Ltd
Michael Watters 020 7811 0100
Stephen Oakenfull 020 7811 0100
Financial Dynamics 020 7831 3113
Stephanie Highett, Dido Laurimore
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3:30 p.m.
(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 p.m. (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."
22 August 2011
South African Sponsor to Redefine Properties International Limited
Java Capital
Date: 22/08/2011 17:00:35 Supplied by www.sharenet.co.za
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