Wrap Text
Completion of internalisation and conversion to UK-REIT status
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” or “the Company”)
COMPLETION OF INTERNALISATION AND CONVERSION TO UK-REIT STATUS
With reference to the announcement made on 29 November 2013 by the Company confirming that all
Resolutions proposed at the Extraordinary General Meeting held on 29 November 2013 ("EGM") had been
passed, Redefine International is pleased to announce that the South African Reserve Bank granted approval on 2
December 2013 to the sale by Redefine Properties Limited of its interest in Redefine International Fund
Managers Limited (“RIFM”) to the Company. Accordingly, all conditions in the sale and purchase agreement to
allow Redefine International to complete its acquisition of RIFM have been satisfied and such acquisition
completed on 2 December 2013. As previously announced, this therefore allows the Board, following completion
of the internalisation of its external management function, to now proceed to implement all the necessary steps,
for the Company's conversion to UK-REIT status and to take all associated actions.
Pursuant to the authority obtained under Resolution 2 proposed at the EGM, approving the acquisition of RIFM,
79,000,000 ordinary shares of 8 pence each in Redefine International (“Ordinary Shares”) will be issued to the
shareholders of RIFM (the “RIFM Consideration Shares”).
New Articles of Association of the Company (the “Articles”) have been adopted and the Company will convert
to an Isle of Man Companies Act 2006 company with effect from today, 3 December 2013.
Following adoption of the new Articles, the Company will serve notice to convert to UK REIT status with effect
from 4 December 2013.
Andrew Rowell's appointment as a Director of the Company has been approved and such appointment as a
Director takes effect from today. In addition, the Redefine International P.L.C. Long-Term Performance Share
Plan ("PSP") and the Redefine International P.L.C. Restricted Share Plan incentive share plans have been
adopted by the Company. Each of the following executive directors and persons discharging managerial
responsibility ("PDMR") have today been granted contingent share awards over the number of Ordinary Shares
set out below under the terms of the PSP:
Director/PDMR Number of PSP shares awarded 3 Cumulative number of PSP shares
December 2013 outstanding
Michael Watters 1,730,000 1,730,000
Andrew Rowell 1,120,000 1,120,000
Stephen Oakenfull 1,120,000 1,120,000
The awards granted today will vest three years from grant subject to continued employment and the satisfaction
of performance targets. The figures above reflect the maximum number of shares that might vest - the actual
number vesting will depend on the extent to which the performance targets are satisfied over the performance
period. The awards are subject to two total shareholder return related performance targets. No consideration was
paid for any of the awards and no consideration is due on vesting. This notification is made in accordance with
DTR 3.1.4R (1)(a).
Furthermore, regarding the CMC Acquisition Agreement (as defined in the prospectus published on 6 November
2013), 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 RIFM Consideration Shares and 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 the total number of voting rights in the Company will be 1,155,248,554. The figure of
1,155,248,554 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 RIFM Consideration Shares and 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 RIFM
Acquisition Agreement and the CMC Acquisition Agreement will be as follows:
Shareholding by Shareholding by
Party number percentage
Redefine Properties Limited 418,536,344 36.2
Corovest Offshore Limited 21,952,923 1.9
Bernard Nackan 8,100 0.0
Marc Wainer 1,387,321 0.1
Michael Watters 6,512,697 0.6
Andrew Rowell 608,364 0.1
Stephen Oakenfull 573,536 0.1
Stephen Carlin 2,939,413 0.3
Total 452,518,698 39.17
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
UK 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.
3 December 2013
JSE Sponsor
Java Capital
Date: 03/12/2013 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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