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REDEFINE PROP INTERNATIONAL LTD - Participation in the Cromwell capital raising

Release Date: 11/12/2012 14:31
Code(s): RIN     PDF:  
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Participation in the 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” or “the Company”)

PARTICPATION IN THE CROMWELL CAPITAL RAISING

INTRODUCTION

Linked unitholders are advised that the Company’s 65.81% held London Stock Exchange-listed subsidiary, Redefine
International P.L.C. (“RI PLC”) has concluded agreements to participate in a capital raising by the Cromwell Property
Group (“Cromwell”).

Cromwell is an Australian Property Trust listed on the Australian Stock Exchange (“ASX”), in which RI PLC currently
has a 22.08% interest held through its subsidiary, Redefine Australian Investments Limited (“RAIL”).

SALIENT TERMS OF THE CROMWELL CAPITAL RAISING AND THE RAIL PLACEMENT

As announced on the ASX on 7 December 2012, Cromwell is undertaking an equity capital raising of up to
AUD163 million (GBP106 million) (“Cromwell Capital Raising”) to fund a new unlisted property trust, reduce debt and
provide additional working capital. The Cromwell Capital Raising is being undertaken by way of:

-   underwritten institutional placements of new Cromwell stapled securities (“New Securities”) at an issue price of
    AUD0.785 per New Security to raise up to AUD143 million (GBP93 million) (“the Placements”); and
-   a non-underwritten security purchase plan (in terms of the rules of the Australian Investments and Securities
    Commission) to eligible Cromwell security holders to raise up to AUD20 million (GBP13 million) (“SPP”).

In terms of the sub-underwriting agreement, RAIL agreed to subscribe for AUD40 million (GBP26 million) worth of the
New Securities (“the RAIL Placement”).

The RAIL Placement was subject to a sub-underwriting commitment from RI PLC for which it is entitled to a fee of
AUD800 000 (GBP523 000). The effective date of the RAIL Placement is Monday, 10 December 2012.

The RAIL Placement will be funded from the proceeds from the RI PLC’s capital raising which completed in October
2012.

On 10 December 2012, Cromwell successfully completed the Placements. The Placements were exceptionally well
supported by a number of existing and new institutional investors. The Placements were materially oversubscribed and
required significant scale back. The Placements are expected to settle on Thursday, 13 December 2012, with allotment and
trading on the ASX occurring on Friday, 14 December 2012.

The New Securities will rank pari passu with existing Cromwell stapled securities in issue except that they will only
entitle holders to a pro-rata share (based on their issue date) of the distributions from Cromwell for the quarter ending
31 December 2012.

The SPP is expected to open on or before Monday, 17 December 2012 and is expected to close on or about Tuesday,
5 February 2013. Securities issued under the SPP are expected to be issued to participating eligible security holders on or
about Friday, 8 February 2013 and will be entitled to a full distribution for the quarter ending 31 March 2013.

Following the Placements, RI PLC’s interest will be 22.84% which will reduce to 22.44% should the SPP be fully
subscribed.

RATIONALE FOR THE CROMWELL CAPITAL RAISING AND THE RAIL PLACEMENT

The net proceeds of the Cromwell Capital Raising, have been earmarked for a number of potential acquisitions.
Approximately AUD16 million (GBP10.5 million) has been advanced to the Box Hill Trust to enable it to acquire a
proposed development site for a new 20 level Australian Tax Office tower in Melbourne. Further information in relation
to the acquisition and Cromwell capital raise can be found in the announcements by Cromwell to the ASX, which can be
downloaded from www.cromwell.com.au.

The RAIL Placement 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 unitholders in the medium to long-term.
FINANCIAL EFFECTS

The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how
the RAIL Placement may have impacted on the historical financial results of RIN for the year ended 31 August 2012.

Due to their nature, the unaudited pro forma financial effects may not fairly present RIN's financial position, changes in
equity, results of operations or cash flows after the RAIL Placement. The unaudited pro forma financial effects are the
responsibility of the directors of RIN and have not been reviewed or reported on by RIN's external auditors.

The unaudited pro forma financial effects of the RAIL Placement on RIN's basic earnings per linked unit, headline
earnings per linked unit, earnings available for distributions per linked unit and distribution per linked unit for the year
ended 31 August 2012 are set out below. The unaudited pro forma financial effects of the RAIL Placement on RIN's net
asset value and net tangible asset value per linked unit are not significant and have not been disclosed.

                                                                Unadjusted before     Pro forma after the         Change
                                                              the RAIL Placement        RAIL Placement               (%)
                                                                          (pence)                (pence)
 Basic loss per linked unit                                               (10.27)                  (9.83)             4.3
 Headline earnings per linked unit                                           7.23                    7.67             6.1
 Earnings available for distributions per linked unit                         4.38                   4.80             9.6
 Distribution per linked unit                                                 4.38                  4.80              9.6
 Weighted average number of linked units issue (‘000)                      399 690               399 690                -
 Actual number of linked units in issue (‘000)                             415 507               415 507                 -

 Notes and assumptions:
 1. The amounts set out in the “Unadjusted before the RAIL Placement” column have been extracted, without
    adjustment, from the published audited condensed consolidated results of RIN for the year ended
    31 August 2012.
 2. It has been assumed that RAIL has subscribed for AUD40 million worth of New Securities, being
    50 955 414 new Cromwell stapled securities at a price of AUD0.785 per stapled security, in terms of the
    RAIL Placement.
 3. RI PLC is entitled to a fee of AUD800 000 in consideration for providing its sub-underwriting
    commitment.
 4. The RAIL Placement will be funded from the proceeds from the RI PLC capital raising which completed
    in October 2012.
 5. The equity accounted profits of Cromwell have been based on the historical distributions made by
    Cromwell in respect of the quarter ended 30 September 2011, the quarter ended 31 December 2011, the
    quarter ended 31 March 2012 and the quarter ended 30 June 2012. This equates to a distribution of
    GBP2.2 million (net of a 7.5% withholding tax), being AUD3.3 million translated from Australian dollars
    to pounds sterling using an exchange rate of GBP1.00:AUD1.53.
 6. All adjustments have a continuing effect.

CONDITIONS PRECEDENT

The RAIL Placement is not subject to any conditions.

CATEGORISATION

As the RAIL Placement constitutes a category 2 transaction in terms of the Listings Requirements of the JSE Limited, the
RAIL Placement is not subject to approval by RIN linked unitholders.

11 December 2012

Sponsor
Java Capital

Date: 11/12/2012 02:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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