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REDEFINE PROP INTERNATIONAL LTD - Proposed inward listing of Redefine International P.L.C. on the JSE and de-listing of RIN from the JSE

Release Date: 19/09/2013 15:30
Code(s): RIN     PDF:  
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Proposed inward listing of Redefine International P.L.C. on the JSE and de-listing of RIN from the JSE

REDEFINE PROPERTIES INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/009284/06)
JSE share code: RIN ISIN: ZAE000149282
(“RIN” or “the company” or “the group”)


PROPOSED INWARD LISTING OF REDEFINE INTERNATIONAL P.L.C. ON THE JSE AND DE-LISTING OF RIN FROM THE JSE


Introduction and rationale for the transaction

RIN linked unitholders are referred to the SENS announcement released on Tuesday, 29 April 2013, wherein
RIN linked unitholders were advised that the current structure of the group was no longer considered optimal as
it gives rise to a number of inefficiencies at various levels within the group and that in order to remove these
inefficiencies, the group structure would be rationalised.

Redefine International P.L.C (“RI PLC”) is currently listed on the Main Market of the London Stock Exchange
(“LSE”) and its South African holding company, RIN, is listed on the Main Board of the JSE which results in
two points of entry into the same underlying assets. This structure arose at a time when it was not possible to
secure an inward listing of RI PLC on the JSE due to the then prevailing policies of the South African Reserve
Bank (“SARB”).

The board of directors of RIN is of the view that the current structure limits the liquidity and tradability of RIN
linked units and RI PLC shares. In addition, having two listed points of entry into the same group duplicates
costs (listing fees, directors’ fees and the like) with no real benefit to RI PLC or its shareholders.

Following the receipt of approval from the SARB it is now possible to secure an inward listing of RI PLC. The
inward listing of RI PLC is proposed on the basis that it will address these concerns and is expected to
significantly enhance the group’s ability to raise capital and unlock shareholder value.

Notice of general meeting

Accordingly, linked unitholders are hereby advised that the company has posted a circular dated
19 September 2013 (“the RIN circular”) to linked unitholders, containing a notice of general meeting to
approve the proposed unbundling by RIN of its sole asset, being a 61.8% holding in RI PLC (“the
unbundling”), following the inward listing of RI PLC on the JSE and to approve the proposed subsequent de-
listing of RIN from the JSE and the winding up of RIN (collectively “the transaction”).

The general meeting is to be held at the registered office of the company, Redefine Place, 2 Arnold Road,
Rosebank, Johannesburg at 10:00 on Friday, 18 October 2013 to consider, and if deemed fit, pass the special
resolution required to approve the transaction.

Details of the transaction

Should the transaction be approved:

  -   and as further detailed in the pre-listing statement issued by RI PLC on 19 September 2013 (the “RI PLC
      pre-listing statement”), RI PLC will secure a secondary listing on the JSE by way of introduction,
      whereafter RI PLC will hold a primary listing on the Main Market of the LSE and a secondary listing on
      the “Real Estate – Real Estate Holding and Development” sector of the Main Board of the JSE;

  -   RIN will distribute on a pro rata basis all of the RI PLC shares held by it to RIN linked unitholders in the
      ratio of one RI PLC share for every RIN linked unit held. This distribution amounts to a disposal by RIN
      of all of its assets and is accordingly subject to approval by linked unitholders in terms of sections 112
      and 115 of the South African Companies Act, 2008.

A copy of the RI PLC pre-listing statement has been posted to RIN linked unitholders together with a copy of
the circular and should be read in conjunction with the RIN circular as it contains important information for
RIN linked unitholders about RI PLC, as required by the JSE Listings Requirements.

Salient dates and times

The salient dates and times for implementation of the transaction are set out below:
                                                                                                         2013
 Last day to trade to receive the RIN circular and the RI PLC pre-listing
 statement                                                                                Friday, 6 September
 Record date to be entitled to receive the RIN circular and the RI PLC
 pre-listing statement                                                                   Friday, 13 September
 RIN circular and RI PLC pre-listing statement posted to RIN linked
 unitholders on                                                                        Thursday, 19 September
 Last day to trade to be recorded in the RIN linked unit register in order to be
 eligible to vote at the general meeting                                                    Friday, 4 October
 Record date in order to be eligible to participate in and vote at the general
 meeting                                                                                   Friday, 11 October
 Receipt of forms of proxy in respect of the general meeting of RIN linked
 unitholders by 10:00 on                                                                Wednesday, 16 October
 The general meeting of RIN linked unitholders to be held at 10:00 on                      Friday, 18 October
 Results of the general meeting and finalisation announcement published on
 SENS on                                                                                   Friday, 18 October
 Results of the general meeting and finalisation announcement published in the
 press on                                                                                  Monday, 21 October
 Last day to trade in RIN linked units on the JSE                                          Friday, 25 October
 RIN linked units suspended “ex” the unbundling                                            Monday, 28 October
 Proposed listing date of RI PLC on the JSE from the commencement of trade 
 on                                                                                        Monday, 28 October
 Trading in RI PLC shares with the JSE share code: RPL and ISIN:
 IM00B8BV8G91 commences on                                                                 Monday, 28 October
 Record date to participate in the unbundling and the de-listing                           Friday, 1 November
 Tax apportionment announcement pursuant to the unbundling                                 Friday, 1 November
 Accounts at CSDP or broker updated in respect of dematerialised RIN linked
 unitholders                                                                               Monday, 4 November
 RI PLC share certificates posted to certificated RIN linked unitholders on or
 about                                                                                     Monday, 4 November
 De-listing of RIN linked units from the JSE at commencement of trade                      Monday, 4 November

Notes:
1.   All dates and times in the table above 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.
2.   RIN linked units may not be traded after Friday, 25 October 2013.

Electronic copies of the RIN circular and the RI PLC pre-listing statement are available on the company’s
website: http://www.redefineint.com

19 September 2013


Corporate advisor, legal advisor and sponsor to RIN

Java Capital

Date: 19/09/2013 03:30:00 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,
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