Wrap Text
Results of placing
REDEFINE INTERNATIONAL P.L.C.
("Redefine International" or the "Company")
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OR TO US PERSONS, AUSTRALIA, CANADA, JERSEY OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS
UNLAWFUL.
RESULTS OF PLACING
Redefine International, a UK Real Estate Investment Trust (“UK-REIT”) which has a primary listing on
the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange is pleased
to announce the successful completion of the placing announced earlier today (the "Placing").
The Company is pleased to announce that, due to excessive demand from new and existing investors
in the UK and South Africa, the Placing size increased from 7.5 per cent. to the maximum Placing size
of approximately 9.9 per cent. A total of 115,080,100 Ordinary Shares in Redefine International (the
"Placing Shares") were placed by Peel Hunt, Java Capital and Investec, raising gross proceeds of
approximately £54.7 million. UK Placing Shares have been issued at a price of 47.5 pence per Placing
Share and South African Placing Shares at a price of R8.75 per Placing Share. The Placing Shares
being issued represent, in aggregate, approximately 9.9 per cent. of Redefine International’s issued
ordinary share capital prior to the Placing. The issue price of the UK Placing Shares represents a
discount of 6.4 per cent. to the closing share price on the LSE on 19 February 2014.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing
Ordinary Shares, including the right to receive all future dividends and distributions declared, made or
paid.
Application will be made for admission of the Placing Shares to the Official List of the Financial
Services Authority and to trading on the London Stock Exchange's main market for listed securities
("UK Admission"). The Company will also apply to the JSE for the listing of the Placing Shares on the
Main Board of the Johannesburg Stock Exchange. It is expected that the admission and listing of the
Placing Shares on the London Stock Exchange and the Johannesburg Stock Exchange will become
effective on 28 February 2014.
The Placing is conditional, inter alia, upon UK Admission and South African Admission becoming
effective and the Placing Agreements becoming unconditional. It is anticipated that the settlement date
will be 28 February 2014.
Capitalised terms used but not defined in this announcement have the same meanings as set out in
the placing announcement of the Company released at 7.00 a.m. (GMT) on the date hereof.
Peel Hunt is acting as bookrunner, financial advisor and joint corporate broker to the Company in
relation to the UK Placing. Java Capital is acting as bookrunner, corporate advisor and JSE sponsor to
the Company in relation to the South African Placing. Investec is acting as joint corporate broker in
relation to the UK Placing.
Commenting, Mike Watters, Chief Executive of the Company said:
“The success of this Placing ensures that we are well placed to continue to deliver our strategy for
growth. Against a backdrop of improving markets and a benign interest rate environment, we see a
growing number of opportunities for us to create and enhance sustainable value through selective
acquisitions, accretive asset management opportunities and the early refinancing of our facilities.
“The strong support of investors shown today has enabled us to increase the size of our Placing to
9.9% of our issued share capital and we look forward to deploying the proceeds for the benefit of all
our shareholders.”
Further enquiries:
Redefine International Tel: +44 (0) 20 7811 0100
Michael Watters, Stephen Oakenfull
Peel Hunt LLP Tel: +44 (0) 20 7418 8900
Bookrunner, financial advisor and joint corporate broker in respect of the UK Placing
Corporate Finance: Capel Irwin / Hugh Preston
Corporate Sales & Syndication: Andy Crossley / Al Rae / Luke Simpson Tel: +44 (0) 20 7418 8914
Java Capital Tel: + 27 (0) 11 283 0042
Bookrunner and corporate advisor in respect of the South African Placing
Warren Lawlor
Investec Bank plc
Tel: +44 (0) 20 7597 4000
Joint corporate broker in respect of the UK Placing
Corporate Finance: Jeremy Ellis / David Anderson
Corporate Broking: Chris Sim / Henry Reast
FTI Consulting
Tel: +44 (0) 20 7831 3113
UK Public Relations Adviser
Stephanie Highett, Dido Laurimore
Marketing Concepts
Tel: + 27 (0) 11 783 0700
SA Public Relations Adviser
Jaclyn Lovell
20 February 2014
Java Capital
JSE Sponsor
IMPORTANT NOTICE
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the FCA, and
Java Capital are acting solely for the Company in relation to the Bookbuild and Placing and no one
else and will not be responsible to anyone other than the Company for providing the protections
afforded to clients of Peel Hunt or Java Capital nor for providing advice in relation to the Placing or any
other matter referred to in this announcement.
Investec Bank plc ("Investec") which is authorised by the Prudential Regulatory Authority (“PRA”) and
regulated in the United Kingdom by the FCA and PRA, is acting solely for the Company in relation to
the Placing and no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Investec nor for providing advice in relation to the
Placing or any other matter referred to in this announcement.
This announcement and the information contained herein is restricted and is not for release,
publication or distribution, in whole or in part, directly or indirectly, in or into the United States or to US
Persons, Australia, Canada, Jersey or Japan or any jurisdiction into which the publication or
distribution would be unlawful.
This announcement is for information purposes only and does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing
Shares in the United States or to US Persons (as such term is defined in the US Securities Act 1933,
as amended (the "Securities Act"), Australia, Canada, Jersey or Japan or any jurisdiction in which
such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute
a violation of the securities laws of such jurisdictions. The securities have not been and will not be
registered under the Securities Act and may not be offered, sold or transferred, directly or indirectly,
within the United States or to US Persons unless registered under the Securities Act except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and the securities laws of any state or other jurisdiction of the United States. No public offering of
the shares referred to in this announcement is being made in the United States, Australia, Canada,
Jersey or Japan or any jurisdiction in which such public offering would be unlawful. No public offering
of shares referred to in this announcement is being made in the United States, the United Kingdom,
Australia, Canada, Jersey or Japan or elsewhere.
The information in this announcement may not be forwarded or distributed to any other person and
may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive
may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This announcement includes statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and include statements regarding the
current intentions, beliefs or expectations of the directors ("Directors") of the Company concerning,
among other things, the Company's results of operations, financial condition, liquidity, prospects,
growth, strategies and the Company's markets. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ materially from actual results. Any
forward-looking statements in this announcement are based on certain factors and assumptions,
including the Directors' current view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to
be reasonable based upon information currently available, they may prove to be incorrect. Save as
required by law or by the Listing Rules, Prospectus Rules, the Disclosure and Transparency Rules
and the JSE Listing Requirements, the Company undertakes no obligation to publicly release the
results of any revisions to any forward-looking statements in this announcement that may occur due to
any change in the Directors' expectations or to reflect events or circumstances after the date of this
announcement.
This announcement has been issued by and is the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Peel Hunt, Investec or Java Capital or by any of their
affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any
other written or oral information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed. Neither Peel Hunt, Investec nor Java
Capital nor any of their affiliates or agents shall have any obligation to update this announcement or
any additional information or to correct any inaccuracies in it which may become apparent.
The price of shares and any income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an independent financial adviser.
The contents of this announcement are not to be construed as legal, financial or tax advice. If
necessary, each recipient of this announcement should consult his, her or its own legal adviser,
financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its
own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares.
Members of the UK public are not eligible to take part in the Placing. This announcement and the
terms and conditions set out in the Appendix are insofar as it relates to the UK Placing directed only
at: (a) persons in member states of the European Economic Area who are 'Qualified Investors' falling
within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC
and includes any relevant implementing directive measure in any member state); and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating
to investments falling within article 19(5) ("Investment professionals") of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) are persons falling within
article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order or
(C) are persons to whom it may otherwise be lawfully communicated. Insofar as this announcement
relates to the South African Placing, it is directed only at persons in South Africa who (A) fall within the
categories of persons set out in section 96(1)(a) of the South African Companies Act, 2008 or (B) who
are persons who subscribe, as principal, for Ordinary Shares at a minimum Placing Price of
R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act, 2008 (such
persons being together being referred to as "South-African Eligible Investors") (all such persons in (A),
(B) or (C) and the South African Eligible Investors together being referred to as "Relevant Persons").
This announcement (including the appendix) and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons
By participating in the bookbuilding process and the Placing, placees and prospective placees have
been deemed to have read and understood this announcement and the placing announcement of the
Company released at 7.00 am (GMT) on the date hereof ("Placing Announcement"), in each case in
their entirety to be participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the appendix to the Placing Announcement.
Date: 20/02/2014 05:30:00 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.
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