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RIN - Redefine Properties International Limited - Underwriting of Cromwell Capital Raising and Cautionary Announcement Redefine Properties International Limited (Incorporated in the Republic of South Africa) (Registration number 2010/009284/06) JSE share code: RIN ISIN Code: ZAE000149282 ("RIN" or "the company") UNDERWRITING OF CROMWELL CAPITAL RAISING AND CAUTIONARY ANNOUNCEMENT INTRODUCTION Linked unitholders are advised that the company`s 67% held London Stock Exchange-listed subsidiary, Redefine International P.L.C. ("RI PLC") 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 RI PLC currently holds a 21.7% interest 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 new Cromwell stapled securities ("the new Cromwell securities") at AUD0.68 per stapled security, to raise AUD114.4 million ("the entitlement offer"). RATIONALE FOR THE TRANSACTION The net proceeds of the Cromwell capital raising, after the payment of costs, will be used to partially fund the acquisition of the `HQ North` office tower in Fortitude Valley, Brisbane for AUD186 million ("the HQ North acquisition"). 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 the Australian Stock Exchange by Cromwell today, which can be downloaded from www.cromwell.com.au. The transaction is in line with RIN`s objective of increasing its presence in the Australian property market and is expected to be earnings enhancing for linked unit holders 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 RIN can maintain a significant influence on the affairs of Cromwell going forward. SALIENT TERMS OF THE TRANSACTION In terms of the underwriting agreement, the entitlement offer will be partially underwritten by RI PLC 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, RI PLC will be notified 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. RI PLC 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 RI PLC 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. CATEGORISATION OF THE TRANSACTION Assuming that RI PLC is required to fulfill its entire underwriting commitment of AUD35 million, the transaction will be classified as a category 2 transaction in terms of the Listings Requirements of the JSE Limited. FINANCIAL EFFECTS AND CAUTIONARY The financial effects of the transaction have not been finalised and will be published in due course. Linked unitholders are advised to exercise caution in their dealings in RIN linked units pending release of a further announcement. 22 November 2011 Sponsor to Redefine Properties International Limited Java Capital Date: 22/11/2011 17:32:00 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.
