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RIN - Redefine Properties International Limited - Underwriting of Cromwell Capital Raising Redefine Properties International 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 P.L.C. (formerly Wichford P.L.C.), the London Stock Exchange- listed subsidiary of RIN, on the Regulatory News Service ("RNS") of the London Stock Exchange today, 22 November 2011. The announcement relates to an underwriting agreement concluded by Redefine International P.L.C. in respect of a capital raising by the Cromwell Property Group. The implications of the underwriting on RIN are set out in the detailed RIN announcement released on SENS simultaneously with this announcement. "REDEFINE INTERNATIONAL P.L.C. ("Redefine International" or the "Company") Underwriting of Cromwell Capital Raising Redefine International is pleased to announce that the Company has today concluded an agreement (the "underwriting agreement") to partially underwrite a capital raising by the Cromwell Property Group ("Cromwell") (the "transaction"). Cromwell is an Australian Property Trust listed on the Australian Stock Exchange, in which the Company currently has a 21.7% interest held through its wholly-owned subsidiary Redefine Australian Investments Limited ("RAIL"). Cromwell intends undertaking a capital raising during November 2011 in terms of which Cromwell proposes to raise approximately AUD145.4 million (the "Cromwell capital raising") through: - an institutional placement of new Cromwell stapled securities at AUD0.68 per stapled security, to raise AUD31 million; and - a pro-rata non-renounceable entitlement offer of newCromwell stapled securities (the "New Cromwell Securities") at AUD0.68 per stapled security, to raise AUD114.4 million ("the Entitlement Offer"). SALIENT TERMS OF THE TRANSACTION In terms of the underwriting agreement, the Entitlement Offer will be partially underwritten by Redefine International up to a maximum amount of AUD35 million (GBP22.1 million)("underwriting commitment"), which includes RAIL`s entitlement of AUD24.8 million (GBP15.6 million). Pursuant to the closure of the Entitlement Offer on 15 December 2011, Redefine International will be informed of the number of the new Cromwell securities which it is obliged to subscribe for in terms of its underwriting commitment on 20 December 2011. A further announcement will be released at that time. Redefine International is entitled to a fee of AUD875 000 in consideration for providing its underwriting commitment. The new Cromwell securities will rank pari passu with existing Cromwell stapled securities in issue except that they will entitle holders to a pro- rata share (based on their issue date) only of the distributions from Cromwell for the quarter ending 31 December 2011. Assuming that Redefine International is required to fulfill its entire underwriting commitment of AUD35 million, approximately a third of the AUD35 million will be funded through an existing facility with Investec Bank (Australia) Limited and the balance will be funded from available cash resources. RATIONALE FOR THE TRANSACTION The net proceeds of the Cromwell capital raising, after payment of costs, will be used to partially fund the acquisition of the `HQ North` office tower in Fortitude Valley, Brisbane for AUD186 million. HQ North is expected to enhance the quality of Cromwell`s existing property portfolio and will provide additional weighting to the Brisbane office market, an area in which Cromwell believes there is significant growth potential over the medium term. Further information in relation to the HQ North acquisition, the funding of the HQ North acquisition and the effect that these matters and the Cromwell capital raising will have on Cromwell`s financial position and performance can be found in the presentation given to ASX by Cromwell today, which can be downloaded from www.cromwell.com.au. The transaction is in line with Redefine International`s objective of increasing its presence in the Australian property market and is expected to be earnings enhancing for shareholders in the medium to long term. The transaction is expected to secure RAIL`s position as the largest stapled security holder in Cromwell, and ensures Redefine International can maintain a significant influence on the affairs of Cromwell going forward. Further enquiries: Redefine International Property Management Ltd Investment Adviser Michael Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
Peel Hunt Joint Corporate Broker Capel Irwin, Matthew Armitt, Hugh Preston Tel: +44 (0) 20 7418 8900
Evolution Securities Joint Corporate Broker Chris Sim, Jeremy Ellis Tel: +44 (0) 20 7071 4300
FTI Consulting Public Relations Adviser Stephanie Highett, Dido Laurimore Tel: +44 (0) 20 7831 3113" Sponsor to Redefine Properties International Limited Java Capital Date: 22/11/2011 17:30:49 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
