Wrap Text
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,
information disseminated through SENS.