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Extraordinary General Meeting Voting Results
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 111198C)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8V8G91
(“Redefine International”)
EXTRAORDINARY GENERAL MEETING VOTING RESULTS
With reference to the prospectus ("Prospectus") published by the Company on 6 November 2013 in relation to the
proposed internalisation of its external management function and the Company’s conversion to UK-REIT status and
associated actions (the "Proposals"), Redefine International is pleased to announce that each of the Resolutions
proposed at the Extraordinary General Meeting (“EGM”) held earlier today, were duly passed without amendment by
the required majority on a vote conducted by way of a poll.
Further details of the Resolutions can be found in the Prospectus.
The results are as set out in the table below:-
Resolution For* %** Against %** Withheld***
1. Waiver of Rule 9 be approved 226,052,882 88.40 29,657,355 11.60 370,627,726
2 Acquisition of Redefine International 239,341,134 98.20 4,383,121 1.80 382,613,708
Fund Managers Ltd
3 Re-registration as 2006 company and 619,273,478 99.99 7,285 0.01 7,057,200
adoption of new Memorandum and
Articles of Association
4 Appointment of Andrew Rowell as 619,227,167 99.99 38,518 0.01 7,072,278
director
5 Allot and grant rights under the Long 615,743,106 99.67 2,035,939 0.33 8,558,918
Term Performance Share Plan
(“PSP”)
6 Allot and grant rights under the 611,649,278 99.01 6,132,143 0.99 8,556,542
Restricted Stock Plan (“RSP”)
7 Waiver of pre-emption provision for 611,658,914 99.01 6,120,131 0.99 8,558,918
shares issued under the PSP
8 Waiver of pre-emption provision for 611,646,800 99.01 6,132,245 0.99 8,558,918
shares issued under the RSP
9 Rules of the PSP be approved 611,656,098 99.01 6,120,229 0.99 8,561,636
10 Rules of the RSP be approved 611,635,086 99.01 6,118,881 0.99 8,583,996
As at 29 November 2013 the Company’s total issued share capital is 1,057,157,691 ordinary shares of 8 pence each.
*Votes in favour include the discretionary votes
**Percentages are of votes cast
***It should be noted that a vote withheld is not a vote in law and is not counted in the calculation of the proportion of
the votes for and against the resolution.
As identified in the Prospectus, completion of the acquisition of Redefine International Fund Managers Limited
("RIFM") (the "RIFM Acquisition") is subject to the satisfaction of certain conditions including, inter alia, the prior
approval of the South African Reserve Bank ("SARB") to the sale by Redefine Properties Limited of its interest in
RIFM. Following the passing of Resolutions 1 and 2, all conditions to completion of the RIFM Acquisition have been
satisfied, other than the approval of SARB, which remains outstanding as at the date of this announcement.
The Company is therefore not currently in a position to complete the RIFM Acquisition and thereby internalise its
management function as a prior step to proceeding to apply to convert to UK-REIT status. The Company has received
advice from its taxation advisers BDO LLP that to proceed to convert to UK-REIT status and to become UK resident
for tax purposes prior to the internationalisation of the management function would have a material, negative effect for
the Company and its Shareholders. This is because migration to the UK prior to internalisation of the management
function would cause the Group to be required to consider various UK tax provisions including, inter alia, the
controlled foreign company (CFC) rules in addition to the capital gains attribution provisions (S13) as regards profits
(including deemed profits) arising within the Group as a result of share transfers and from the cancellation of the
existing management agreements.
Accordingly, the Board has resolved to delay the implementation of the Proposals and the associated giving of notice
to convert to UK-REIT status until it is in a position to first internalise management through completion of the RIFM
Acquisition. This will happen as soon as possible after SARB approval has been received. The Directors have no
reason to believe that such SARB approval will not be obtained in the short term. The sale and purchase agreements
entered into by the Company to effect the RIFM Acquisition ("RIFM Acquisition Agreements") provide a longstop
date for satisfaction of all conditions by 9 December 2013, unless otherwise agreed by the parties. To allow further
flexibility to proceed to completion of the RIFM Acquisition in this regard, each of the Company, Corovest Offshore
Limited and Redefine Properties Limited (including its subsidiary Madison Property Fund Managers Limited) have
agreed to extend the longstop date under the RIFM Acquisition Agreements to 31 December 2013. The Company will
continue to monitor the obtaining of such SARB approval and will issue a further announcement in due course to
provide a revised timetable for implementation of the Proposals once a response from SARB has been received.
Further, regarding the CMC Acquisition Agreement (as defined in the Prospectus), it has been confirmed that the
consideration for the Berlin shopping centre will be satisfied by way of an issue of 19,090,863 Ordinary Shares in
Redefine International ("CMC Consideration Shares") (the precise number having being determined pursuant to the
Sterling: Euro exchange rate on 27 November 2013 in agreement with the sellers of such Berlin shopping centre).
An application will be made for the CMC Consideration Shares to be admitted to the Premium Segment of the Official
List of the United Kingdom Listing Authority and to trading on the London Stock Exchange’s Main Market for listed
securities and to the JSE’s Main Board. It is expected that Admission will become effective and that dealings on the
London Stock Exchange and the JSE in such Ordinary Shares will commence at 8:00 a.m. (London time) and 9:00
a.m. (SA time) on 6 December 2013 and these shares will rank pari passu in all respects with the Company’s existing
ordinary shares of 8 pence each (“Ordinary Shares”) in issue.
Following Admission of the CMC Consideration Shares the total number of voting rights in the Company will be
1,076,248,554. The figure of 1,076,248,554 Ordinary Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the UK Financial Services Authority’s Disclosure
and Transparency Rules. In accordance with paragraph 6(a) of Appendix 1 of the City Code on Takeovers and
Mergers, following Admission of the CMC Consideration Shares the total shareholdings of the Concert Party and the
Concert Party Directors (both terms as defined in the Prospectus) in relation to the CMC Acquisition Agreement will
be as follows:
Party Shareholding Shareholding
by number by percentage
Redefine Properties Limited 349,236,344 32.4
Corovest Offshore Limited 12,252,923 1.1
Bernard Nackan 8,100 0.0
Marc Wainer 1,387,321 0.1
Michael Watters 3,250,816 0.3
Andrew Rowell 358,928 0.0
Stephen Oakenfull 324,099 0.0
Stephen Carlin 2,229,109 0.3
Total 369,047,640 34.2
In accordance with LR 9.6.2 R of the UK Listing Rules, copies of all resolutions passed by the Company, other than
resolutions concerning ordinary business, have been submitted to the National Storage Mechanism in the UK and will
shortly be available for inspection at www.Hemscott.com/nsm.do and can also be viewed on the Company’s website
at www.redefineinternational.com. The Prospectus has also been submitted to the National Storage Mechanism and is
available for inspection at www.hemscott.com/nsm.do.
Redefine International has a primary listing on the London Stock Exchange and a secondary listing on the JSE.
For further information, please contact:
Redefine International Property Management Ltd
Investment Adviser
Michael Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
Investec Bank plc
Joint UK Sponsor and Joint Corporate Broker
David Anderson, Jeremy Ellis, Chris Sim Tel: +44 (0) 20 7597 5970
Peel Hunt
Joint UK Sponsor and Joint Corporate Broker
Capel Irwin, Hugh Preston Tel: +44 (0) 20 7418 8900
Java Capital Tel: +27 (0) 11 283 0042
JSE Sponsor and South African Corporate Adviser
FTI Consulting
Public Relations Adviser
Stephanie Highett, Dido Laurimore Tel: +44 (0) 20 7831 3113
Marketing Concepts
SA Public Relations Adviser
Jaclyn Lovell Tel: + 27 (0) 11 783 0700
This announcement should be read in conjunction with the full text of the Prospectus published on 6 December 2013
available on the Company's website at www.redefineinternational.com. Defined terms used in the Prospectus shall
have the same meanings when used in this announcement unless the context otherwise requires.
29 November 2013
Date: 29/11/2013 04:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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