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Finalisation regarding de-listing of RIN and abridged pre-listing statement of Redefine International P.L.C.
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”)
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 111198C)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8V8G91
(“RI PLC”)
FINALISATION ANOUNCEMENT REGARDING THE DE-LISTING OF RIN FROM THE JSE AND
THE ABRIDGED PRE-LISTING STATEMENT OF REDEFINE INTERNATIONAL P.L.C.
FINALISATION ANNOUNCEMENT
RIN linked unitholders are referred to the circular to RIN linked unitholders dated 19 September 2013 (“the RIN
circular”) and the pre-listing statement of Redefine International P.L.C (“RI PLC”), dated 19 September 2013
(“the RI PLC pre-listing statement”), relating to:
- the proposed unbundling by RIN of its sole asset, being a 61.8% holding in RI PLC (“the unbundling”), to
RIN’s linked unitholders, following the inward listing of RI PLC on the JSE; and
- the proposed subsequent de-listing of RIN from the JSE (“the de-listing”) and winding up of RIN;
(collectively, “the transaction”).
Implementation of the transaction was subject to the approval by RIN linked unitholders of the special resolution
proposed in the notice of general meeting and voted on at the general meeting of RIN linked unitholders held on 18
October 2013. RIN linked unitholders are hereby advised that the special resolution was approved by the requisite
majority of linked unitholders at the general meeting and accordingly this condition precedent has now been
fulfilled.
The salient dates and times applicable to the transaction are set out below:
2013
Results of the general meeting and finalisation announcement published on Friday, 18 October
SENS on
Results of the general meeting and finalisation announcement published in the Monday, 21 October
press on
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: Monday, 28 October
IM00B8BV8G91 commences on
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 Monday, 4 November
unitholders
RI PLC share certificates posted to certificated RIN linked unitholders on or Monday, 4 November
about
De-listing of RIN linked units from the JSE at commencement of trade Monday, 4 November
Notes:
1. All dates and times in this announcement are local dates and times in South Africa.
2. RIN linked units may not be traded after Friday, 25 October 2013.
ABRIDGED PRE-LISTING STATEMENT - LISTING OF RI PLC ON THE JSE
Abridged pre-listing statement relating to the proposed secondary listing by way of introduction of all of RI PLC’s
ordinary issued shares in the “Real Estate - Real Estate Holdings & Development” sector of the JSE’s lists, in
terms of the FTSE classification, under the abbreviated name: “RI PLC”, JSE share code: RPL and ISIN:
IM00B8BV8G91.
This abridged pre-listing statement is not an invitation to the public to subscribe for shares in RI PLC, but is issued
in compliance with the JSE Listings Requirements for the purposes of giving information to RIN linked unitholders
and the public in relation to RI PLC. This announcement contains the salient information in respect of RI PLC,
which is more fully described in the RI PLC pre-listing statement which was sent to RIN linked unitholders on 19
September 2013. For a full appreciation of RI PLC, the RIN circular and the RI PLC pre-listing statement should
be read in their entirety.
INTRODUCTION
As set out in the RIN circular, the current structure of the RIN group is no longer considered optimal as it gives rise
to a number of inefficiencies at various levels within the RIN group. The current structure tends to result in limited
liquidity of RIN linked units and RI PLC shares which hampers the ability to raise capital due to the significant
controlling interest held by Redefine Properties Limited and RIN respectively. In addition, having two listed points
of entry in the same group duplicates costs with limited benefit to holders of such securities.
To remove these inefficiencies the boards of directors of RIN and RI PLC resolved to rationalise the current
structure by inwardly listing RI PLC on the Main Board of the JSE and then immediately unbundling all RI PLC
shares held by RIN to RIN linked unitholders and de-listing RIN.
OVERVIEW AND BACKGROUND
RI PLC is incorporated in the Isle of Man as a public company limited by shares with registered number 111198C
and is currently listed on the Main Market of the London Stock Exchange (“LSE”) under the abbreviated name:
“REDEFINE INTL”, LSE share code: RDI and ISIN IM00B8BV8G91 which constitutes its primary listing. The
principal legislation under which the company operates are the Companies Acts 1931-2004 of the Isle of Man and
the regulations thereunder.
RI PLC is an income focused property investment company with exposure to a broad range of properties and
geographical areas. The company has direct and indirect property investments geographically diversified across the
UK, Germany, Switzerland, the Channel Islands, the Netherlands and Australia, providing exposure to the retail,
office, industrial and hotel sectors. The company also owns a 13.7% interest in ASX-listed Cromwell Property
Group, with a market value of approximately £138.9 million as at 30 August 2013 (based on an exchange rate of
£1.00:AUD1.738).
MANAGEMENT OF RI PLC
The board of RI PLC comprises entirely of non-executive directors (and no executive directors). On listing on the
JSE, the board of RI PLC will comprise independent and non-independent non-executive directors only. The
company has its primary listing on the LSE and is in compliance with the UK Listing Rules regarding corporate
governance of companies in such jurisdictions. RI PLC is currently externally managed by its investment adviser
as detailed below. The asset management team resides in the UK and performs the executive functions of RI PLC
with Mike Watters fulfilling the function of chief executive officer and Andrew Rowell fulfilling the role of
financial director. The company has been operating in this manner since incorporation.
The full names, nationalities and business addresses of the directors are set out below:
Gregory Allison Clarke Independent non-executive chairman
Nationality British
Business address Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1
1JA
Michael John Watters Non-executive director of RIFM and performs the role
of chief executive officer to RI PLC
Nationality British
Business address 2nd Floor, 30 Charles II Street, London, SW1Y 4AE,
England
Ita Mary McArdle Senior independent non-executive director
Nationality Irish
Business address Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1
1JA
Richard Marcus Melhuish Independent non-executive director
Nationality British
Business address Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1
1JA
Robert Mark Taylor Independent non-executive director
Nationality British
Business address Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1
1JA
Gavin Robert Tipper Non-executive director
Nationality South African
Business address 69 Arcadia Road, Bantry Bay, 8005, South Africa
Michael James Wills Farrow Independent non-executive director
Nationality British
Business address Channel House, Green Street, St Helier, Jersey, JE2
4UH
Stewart Shaw-Taylor Independent non-executive director
Nationality South African
Business address 4th Floor, The Firs, Cnr Craddock & Bierman Avenue
Rosebank, 2196, South Africa
Marc Wainer Non-executive director
Nationality South African
Business address Redefine Place, 2 Arnold Road, Rosebank, 2196,
South Africa
The details of other key individuals are set out in the table below:
Andrew Rowell Executive director of RIPML and performs the role of
the executive financial director to RI PLC
Nationality South African
Business address 2nd Floor, 30 Charles II Street, London, SW1Y 4AE,
England
INVESTMENT ADVISER
Redefine International Property Management Limited (“RIPML”), an unregulated property management company,
provides on an exclusive basis the investment and property advisory services to the group, in accordance with the
investment adviser agreement. Pursuant to the investment adviser agreement, RIPML is authorised to sub-contract
its duties to subsidiaries of the Redefine International Fund Managers Limited (“RIFM”) group or external third
parties. Principally, services relating to, inter alia, investment advisory, accounting, treasury, statutory, information
technology and human resources are performed by RIPML and subsidiaries of the RIFM group and property
management services are performed by external third parties.
INVESTMENT POLICY
RI PLC’s strategy is focused on delivering sustainable and growing income returns through investment in high
income yielding assets, let to high quality occupiers on long leases. Development exposure is generally limited to
asset management and ancillary development of existing assets in order to enhance and protect capital values. RI
PLC is focused on real estate investment in large, well developed economies with established and transparent real
estate markets. Further details on the investment policy are provided in the full RI PLC pre-listing statement.
UK REIT
As announced on 18 July 2013, RI PLC confirmed its intention to convert to a UK REIT. RI PLC is currently in
the final stages of its internal tax review and has engaged with HMRC (the tax authority in the United Kingdom) to
facilitate the conversion. An announcement will be made in due course once a final decision has been made to
proceed with conversion to a UK REIT.
Conversion to a UK REIT will also involve the internalisation of the management of the company. The board
recognises the trend towards and advantages of internalising management and is in the process of determining the
relative merits for the company and its shareholders. An internalisation of the management will be subject to the
approval of RI PLC shareholders and a further announcement will be made once all arrangements in this regard
have been finalised.
ACTION REQUIRED
If you are in any doubt as to what action to take, you should consult your broker, attorney or other professional
advisor immediately. RIN linked unitholders are referred to the RIN circular relating to, inter alia, the unbundling
by RIN of its sole asset and the pre-listing statement of RI PLC dated 19 September 2013.
Following implementation of the transaction, the current linked unitholders in RIN will become direct shareholders
in RI PLC. They will therefore continue to be invested in the same base of assets in which they are currently
invested via their holding of RIN linked units, namely the properties and listed property securities owned by
RI PLC, but on a direct basis.
FURTHER COPIES OF THE RI PLC PRE-LISTING STATEMENT
Copies of the RI PLC pre-listing statement may be obtained between 08:30 and 17:00 on business days from the
date of issue of the RI PLC pre-listing statement until the listing date at the following places:
Java Capital
2 Arnold Road
Rosebank, Johannesburg,
2196, South Africa
Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
Electric copies of the RIN circular and the RI PLC pre-listing statement are available on RIN’s website:
http://www.redefineint.com
18 October 2013
South African corporate advisor and JSE sponsor to Redefine Properties International Limited and Redefine
International P.L.C.
Java Capital
Date: 18/10/2013 11:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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