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REDEFINE PROP INTERNATIONAL LTD - Proposed pro rata offer of up to 218 141 257 new RIN linked units made to all RIN linked unitholders

Release Date: 31/08/2012 15:04
Code(s): RIN     PDF:  
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Proposed pro rata offer of up to 218 141 257 new RIN linked units made to all RIN linked unitholders

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”)

PROPOSED PRO RATA OFFER OF UP TO 218 141 257 NEW RIN LINKED UNITS MADE TO ALL
RIN LINKED UNITHOLDERS

1. INTRODUCTION
RIN linked unitholders are referred to the announcement released on SENS on 10
August 2012 and the category 1 circular issued on the same date which set out
the details of a capital raising by RIN’s subsidiary Redefine International
P.L.C. (“RI PLC”) and the pro rata specific issue of RIN linked units for cash
to all RIN linked unitholders in order to fund RIN’s participation in the RI PLC
capital raising.

RIN linked unitholders are advised that RIN has today, 31 August 2012, posted a
circular (“the circular”) relating to the proposed pro rata specific issue of
new RIN linked units for cash (the “pro rata offer”).

2. PARTICULARS OF THE PRO RATA OFFER
The pro rata offer is an opportunity for all RIN linked unitholders to apply for
an aggregate maximum of up to 218 141 257 new RIN linked units in proportion to
their holding as at the “record date to participate in the pro rata offer,”
being Friday, 21 September 2012, at an issue price of R4.60 per new RIN linked
unit. The issue price represents a discount of 3.29% to the 30 day volume
weighted average price prior to the date that the issue price was set, being
29 August 2012 and a discount of 15.75% to the closing price prior to the date
of this announcement. RIN linked unitholders will receive an entitlement to
subscribe for 52.50 new RIN linked units for every 100 linked units held on
Friday, 21 September 2012 at R4.60 per linked unit.

All of the new RIN linked units will be alloted subject to the provisions of the
company’s Memorandum of Incorporation and Debenture Trust Deed.

The new RIN linked units will be issued in the form of a convertible security.
The convertible security will be issued ‘ex’ the entitlement to the interest
distribution in respect of the six-month period ending 31 August 2012. Upon
issue, on 3 October 2012, each convertible security will be listed and save that
it will not be entitled to the interest distribution in respect of the six-month
period ending 31 August 2012, shall rank pari passu in all respects with the
existing RIN linked units in issue. The anticipated date for the conversion of
the convertible securities to new RIN linked units is Monday, 3 December 2012.
3. EXCESS APPLICATIONS
RIN linked unitholders who apply for their proportionate share of the pro rata
offer will be entitled to apply for excess linked units not taken up by other
RIN linked unitholders and any such excess linked units will be attributed
equitably taking cognisance of the number of linked units held by each RIN
linked unitholder prior to such allocation, including those taken up as a result
of the pro rata offer, and the number of excess linked units applied for by each
RIN linked unitholder.

4. JSE LISTING
The JSE has granted RIN approval for the listing of up to 218 141 257
convertible securities with effect from the commencement of business on
Wednesday, 3 October 2012 under the abbreviated name: “REDI CONV”, JSE code:
“RINC” and ISIN: ZAE000170262. The anticipated date of conversion of the
convertible securities to new RIN linked units is expected to be Monday, 3
December 2012 and these new RIN linked units will rank pari passu in all
respects with existing RIN linked units.

5. SALIENT DATES AND TIMES
                                                                         2012

Declaration announcement relating to the pro rata           Friday, 31 August
offer released on SENS on

Record date to participate in and vote at the               Friday, 31 August
general meeting

Declaration announcement relating to the pro rata         Monday, 3 September
offer published in the press on

Receipt of forms of proxy in respect of the general    Wednesday, 5 September
meeting of RIN linked unitholders by 10:00 on

The general meeting of RIN linked unitholders held        Friday, 7 September
at 10:00 on

Finalisation announcement relating to the pro rata        Friday, 7 September
offer released on SENS on

Finalisation announcement relating to the pro rata       Monday, 10 September
offer published in the press on

Last day to trade in order to be eligible to             Friday, 14 September
participate in pro rata offer

Linked units trade “ex” the pro rata offer               Monday, 17 September

Record date in order to participate in pro rata          Friday, 21 September
offer
                                                                        2012

Opening of the pro rata offer at 09:00 on              Tuesday, 25 September

Closing of the pro rata offer at 12:00 on                 Monday, 1 October

Determine excess allocations                             Tuesday, 2 October

Listing of convertible securities under the             Wednesday, 3 October
abbreviated name: “REDI CONV”, JSE code: “RINC” and
ISIN: ZAE000170262 on the JSE and trading commences
on

Dematerialised linked unitholders’ accounts updated     Wednesday, 3 October
and debited by CSDP or broker with convertible
securities and receipt of proceeds (in respect of
the pro rata offer) on

Notify investors of their allotments of excess          Wednesday, 3 October
allocations

Results of the pro rata offer released on SENS on       Wednesday, 3 October

Results of the pro rata offer published in the press     Thursday, 4 October
on

Convertible securities issued in respect of               Friday, 5 October
successful excess applications for dematerialised
linked unitholders and certificated linked
unitholders on or about

Dematerialised linked unitholders’ accounts updated       Friday, 5 October
and debited by their CSDP or broker and receipt of
proceeds (in respect of successful excess
applications) on

Refunds (if any) to certificated linked unitholders       Monday, 8 October
in respect of unsuccessful excess applications made
on or about

Last day to trade convertible securities on              Friday, 23 November

Suspension of convertible securities on                  Monday, 26 November

Commence trading of new RIN linked units on              Monday, 26 November

Record date for convertible securities                   Friday, 30 November
                                                                         2012
Anticipated date for conversion of the convertible         Monday, 3 December
securities to new RIN linked units

Dematerialised linked unitholders’ accounts updated        Monday, 3 December
and debited by CSDP or broker with new RIN linked
units on

New RIN linked unit certificates posted to                 Monday, 3 December
certificated linked unitholders (in respect of the
pro rata offer and successful excess applications)
on or about


All dates and times are local dates and times in South Africa. The above dates
and times are subject to change. Any changes will be released on SENS and
published in the press in South Africa.

Corporate advisor, legal advisor and sponsor to RIN
Java Capital

31 August 2012

Date: 31/08/2012 03:04:00 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.

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