Wrap Text
Placing to fund investment and asset management opportunities in the UK and Germany
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8V8G91
(“Redefine International” or “the Company”)
PLACING TO FUND INVESTMENT AND ASSET MANAGEMENT OPPORTUNITIES IN THE UK AND
GERMANY
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 OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Redefine International, the FTSE 250 income focused UK-REIT, today announces a placing (the “Placing”) of up to
131,414,138 new Ordinary Shares (“Placing Shares”) representing approximately 9.9% of the Company’s issued share
capital.
Highlights
- Proposed Placing of up to 131,414,138 new Ordinary Shares
- Proceeds will be used to:
- Support the funding of earnings enhancing investment opportunities in the UK and Germany
- Support the funding of asset management initiatives within the existing portfolio
- Support the Company’s ability to secure attractive debt funding within its target leverage range
Mike Watters, Chief Executive Officer of Redefine International, commented:
“Against the backdrop of low interest rates and competitive debt markets, the potential returns available from the UK and
German property markets remain attractive. This Placing enables the Company to be opportunistic in targeting investment
opportunities whilst supporting further investment within the portfolio through disciplined asset management initiatives.
We believe we are well positioned to take advantage of opportunities in the UK and Germany where we can apply our
proven operating model to capture future upside and generate value for shareholders."
Introduction
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following this placing announcement (the "Announcement") and will
be subject to the terms and conditions set out in the Appendix.
Peel Hunt and J.P. Morgan Cazenove have been appointed joint bookrunners in respect of the UK Placing and Java
Capital has been appointed bookrunner in respect of the South African Placing.
Background to the Placing
Following acquisitions totalling £208.8 million(1) completed over the last 15 months, including the recent acquisition of
56 German retail assets in joint venture with Redefine Properties for €156.8 million, the Company has utilised or
committed the majority of its free cash balances. The Company continues to see a strong pipeline of income focused
investment opportunities within the UK and Germany and wishes to ensure it has sufficient cash resources available to
support these opportunities.
(1) Reflects economic share of joint ventures
Use of Proceeds
To support the funding of earnings enhancing investment opportunities:
The Company continues to see a strong pipeline of investment opportunities, both in the UK and Germany. Investment
opportunities are expected to focus on assets that can deliver sustainable income streams and provide opportunities to
generate either additional income or drive rental values. Initial ungeared yields in excess of 6.0% and equity yields in
excess of 10% are being targeted.
To support the funding of asset management initiatives within the portfolio:
Stronger occupational markets and improving tenant demand is supporting investment within the portfolio to create
additional space or refurbish space to drive letting initiatives. The Company currently has demand-led asset management
initiatives on five of the Company’s seven UK shopping centres. Improving UK regional rental values are also making
capital expenditure into the identified opportunities more attractive. The Company has a number of capital projects
underway totaling £22 million with management expectations of a yield on cost of circa 11% and a valuation yield of
circa 6.5% across the projects.
Support for the Company’s ability to secure attractive debt funding within its target leverage range
Debt markets remain liquid and competitive in both the UK and Germany with attractive margins and underlying interest
rate environments. The Company will, within its target leverage range, look to utilise the current low interest rate
environment to generate attractive income returns.
Update on trading
Since August 2014, leasing activity in both the UK Retail and Commercial portfolios has increased with evidence of
stronger occupational demand becoming clearer in many major regional cities. Overall core portfolio occupancy at
27 January 2015 improved to 97.6% (31 August 2014: 97.3%) with 15 leases signed in the period. The core portfolio
WAULT stands at 8.9 years with 43.8% of gross rental income subject to indexation or fixed uplifts.
UK Retail
During the period, 12 leasing transactions were completed on previously vacant units totalling approximately 20,700 sq ft
and altogether generating rental income of £0.3 million. Occupancy increased to 95.9% (31 August 2014: 95.4%). Key
leasing transactions during the period included:
- Grand Arcade, Wigan: Clarks has signed a 10 year lease on a 3,584 sq ft unit
- West Orchards, Coventry: Hannigans has signed a 5 year lease on a 2,098 sq ft unit
- Weston Favell, Northampton: EE has signed a 10 year lease on a 3,289 sq ft unit
A further seven leasing transactions totalling approximately 17,000 sqft are at advanced stages of negotiation.
The planned £4.0 million redevelopment of Weston Favell, Northampton, to rebrand the centre and develop the new
market square, is due to commence next month having received planning approval. Of the 9,800 sqft of retail space to be
redeveloped, approximately 65% is at advanced stages of negotiation with new or existing tenants.
UK Commercial
Occupancy increased to 98.7% (31 August 2014: 98.3%). Key transactions included:
- The Crescent Centre, Bristol: Bourne Construction signed a new five year lease over 1,620 sqft. A further 4,000 sq ft
is at advanced stages of negotiation.
- The sale of Churchill Court removed 25,900 sqft of vacant space and associated operating costs.
UK Hotels
Underlying EBITDA for the Group’s RedefineBDL managed portfolio increased 10.2% for the first quarter of the
financial year. This excludes the recently acquired DoubleTree by Hilton in Edinburgh which is trading positively and in
line with expectations. In addition, terms have been agreed with Travelodge to lease an additional 21 rooms at Enfield
which will be developed from the existing vacant space on the ground floor. The lease term will be co-terminus with the
existing lease which expires in June 2047.
Europe
Occupancy remained steady at 99.3% (31 August 2014: 99.4%).
A conditional lease has been agreed with Primark for a new store of approximately 5,200 sqm (56,000 sqft) in the City
Arcaden Shopping Centre in Ingolstadt. The Primark lease will support a complete redevelopment of the centre to
accommodate the store. Once completed, the scheme is expected to provide approximately 7,700 sqm of net retail space
which includes an existing H&M outlet. A further 1,100 sqm of office space on the same site is also planned for
redevelopment, in addition to 15 residential units totalling approximately 1,300 sqm.
As referred to earlier, the Company has completed on the acquisition of a €156.8 million portfolio of German retail
properties (the “Portfolio”) in joint venture with Redefine Properties Ltd, the Company’s largest shareholder. On
acquisition, the Portfolio was valued at €156.8 million reflecting a net initial yield of 7.5%. The Portfolio was acquired
together with existing bank debt of €100.0 million which the joint venture has agreed terms to refinance at a LTV of circa
50% at an all in cost of circa 1.8%. On completion of the refinancing the transaction is expected to produce an initial yield
on equity in excess of 11.0%.
A number of short term leases at the Bahnhof Centre in Altona, Hamburg totalling 754 sqm (8,116 sq ft) and with a
current rent roll of €0.6 million are under negotiation with existing tenants. The lease extensions are expected to be
finalised shortly at an aggregate increase of 3.2% to current passing rent.
Cromwell Property Group (“Cromwell”)
Cromwell acquired Valad Europe, Blackstone’s European property management arm for €145.0 million. Valad manages
€5.3 billion of assets across Europe including Central Eastern Europe, Germany and the UK. The acquisition provides
Cromwell with a European funds management platform with critical mass. Cromwell’s external assets under management
will increase to approximately AUD 9.0 billion with funds management earnings expected to contribute approximately
14% to Cromwell’s FY2015 earnings. The acquisition is expected to be 5% accretive to Cromwell’s earnings in FY2016.
Capital management
Debt capital markets remain liquid and the recent sharp reduction in expectations of future interest rates is providing
positive conditions to refinance debt facilities and extend the maturity of the Group’s banking facilities.
The UK Hotel portfolio facility was expanded to include the acquisition of the DoubleTree by Hilton in Edinburgh. The
facility has been increased to £110.5 million with a maturity date of November 2021. The facility margin of 2.275%
remains unchanged and is subject to an interest rate cap of 3.0% for the term of the loan.
A €15.8 million banking facility associated with non-core European assets was settled for €10.0 million and a new facility
is currently under negotiation.
Two smaller facilities totalling £9.3 million were refinanced during the period at an aggregate all-in cost of debt of 2.52%
and five year terms.
Portfolio
The Company has made good progress in achieving its stated objective of focussing the portfolio on its two key markets
of UK and Germany. The current portfolio is geographically split as follows:
Assets Retail Commercial Hotels TOTAL
UK £338.2m £140.3m £232.4m £710.9m
Europe £302.3m £32.8m n/a £335.1m
Cromwell (Aus.) n/a £103.2m n/a £103.1m
TOTAL £640.5m £276.3m £232.4m £1.15bn
Notes:
Excludes non-core assets and includes Cromwell at market value as at 20 February 2015
Property data reflects 31 August 2014 valuations (updated for FX movements), includes shares of JVs and adjusted for
completed sales and acquisitions at cost
Outlook
The expectation of an extended low interest rate environment in our key markets is likely to be supportive of property
values. In a low interest rate environment the Company expects high quality income returns to remain attractive and,
given the Company’s income focused strategy, believes the Company is well positioned to benefit from this.
With positive rental and asset growth expectations, the Company is anticipating distribution per share to be in line with
market consensus.
Details of the Placing
Under the terms of the Placing, Redefine International intends to place up to 131,414,138 Placing Shares, representing
approximately 9.9 per cent of the current issued ordinary share capital of the Company as at 26 February 2015.
The Placing comprises two separate but simultaneous and coordinated placings. Placees may participate outside of South
Africa and subscribe for Placing Shares in Sterling pursuant to the UK Placing or may participate in South Africa and
subscribe for Ordinary Shares in Rands pursuant to the South African Placing. The maximum number of shares available
to be placed under the South African Placing is 65,995,442 Placing Shares equating to 5 per cent. of the Company’s
issued share capital as at 26 February 2015. Investors who participate in the UK Placing will be required to make bids for
Placing Shares in Sterling. Investors who participate in the South African Placing will be required to make bids for
Placing Shares in Rands. The South African Placing is subject to a minimum application of R1 million per investor. The
South African Placing is being undertaken with certain existing shareholders and new institutional investors. Members of
the public (other than any member of the South African public who acts as principal and offers to subscribe for a
minimum of R1 million worth of Placing Shares) are not entitled to participate in the Placing.
Redefine Properties Limited (“RPL”) has declared that it intends to support the planned equity raise by subscribing for
30.03% of the Placing representing its current shareholding in Redefine International.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated Bookbuild process
(the "Bookbuild") to be carried out by Peel Hunt and J.P. Morgan Cazenove (in respect of the UK Placing) and Java
Capital (in respect of the South African Placing) (the “Bookrunners”). The book will open with immediate effect and
may close at any time thereafter. The timing of the closing of the book, the Placing Price and the number of Placing
Shares will be agreed between the Bookrunners and the Company following completion of the Bookbuild and will then be
announced as soon as practicable on a Regulatory Information Service in the UK and the Stock Exchange News Service
of the JSE (“SENS”) (the "Pricing Announcement").
A description of certain relevant aspects of the Placing Agreements can be found in the terms and conditions contained in
the Appendix to this announcement under the heading "Participation in, and principal terms of, the Placing". The Placing
will be made on a non-pre-emptive basis. The Company will rely on the waiver of pre-emption rights authority given by
shareholders of the Company at the Annual General Meeting held on 29 January 2015 in respect of the South African
Placing, equating to 5 per cent. of the Company’s issued share capital as at 26 February 2015. The UK Placing is to be
effected by way of a non-pre-emptive cashbox placing.
Application will be made for admission of the Placing Shares to the Official List of the Financial Conduct 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 JSE (“South African Admission”). It is
expected that Admission will become effective on 6 March 2015.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in
the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.
This will include the interim dividend for the six months ending 28 February 2015.
The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon both the
Placing Agreement and the South African Placing Agreement becoming unconditional and not being terminated. The
required South African Reserve Bank approval has been received for the South African Placing.
The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the
Placing. By choosing to participate in the Placing and by making an oral or written offer to acquire Placing Shares,
investors will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to
be making a legally binding offer on the terms and subject to the terms and conditions in it, and to be providing the
representations, warranties and acknowledgements contained in the Appendix.
Further enquiries:
Redefine International Tel: +44 (0) 20 7811 0100
Michael Watters
Stephen Oakenfull
Peel Hunt Tel: +44 (0) 20 7418 8900
Capel Irwin
Hugh Preston
Jock Maxwell Macdonald Tel: +44 (0) 20 7418 8960
J.P. Morgan Cazenove Tel: +44 (0) 20 7742 4000
Bronson Albery
Barry Meyers
Tara Morrison
Java Capital Tel: + 27 (0) 11 283 0042
Errol Germon
Carl Esterhuysen
FTI Consulting Tel: +44 (0) 20 3727 1000
UK Public Relations Adviser
Dido Laurimore
Claire Turvey
Ellie Sweeney
FTI Consulting Tel: + 27 (0) 11 214 2402
SA Public Relations Adviser
Max Gebhardt
Trevor Jones
IMPORTANT NOTICE
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the FCA, is 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 nor for providing advice in relation to the
Placing or any other matter referred to in this announcement.
J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove)
("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated
by the PRA and the FCA is 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 JPMC nor
for providing advice in relation to the Placing or any other matter referred to in this announcement.
Java Capital Proprietary Limited ("Java Capital") is 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 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 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 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 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 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, JPMC 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, JPMC 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 public are not eligible to take part in the UK 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"); (ii) are persons falling within article 49(2)(a) to (d)
("High net worth companies, unincorporated associations, etc") of the Order; or (c) persons in Jersey who are authorised
to conduct investment business under the Financial Services (Jersey) Law 1998 or (d) are persons to whom it may
otherwise be lawfully communicated. Insofar as this Announcement and the terms and conditions set out in the Appendix
relates to the South African Placing, it is directed only at persons in South Africa who are persons who subscribe, as
principal, for Ordinary Shares at a minimum aggregate Placing Price of R1 000 000, as envisaged in section 96(1)(b) of
the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such
persons in contemplated in (a), (b), (c) or (d) and the South-African Eligible Investors are 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 will be deemed to have read
and understood this announcement in its 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.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is
incorporated in or forms part of the Announcement
The Appendix (which forms part of the Announcement) sets out further information relating to the Bookbuild and the
terms and conditions of the Placing.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions - Important Information for Placees Only Regarding the Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, OR TO A US PERSON, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF
THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS
AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS");
AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) 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; (C) PERSONS TO WHOM IT MAY OTHERWISE
BE LAWFULLY COMMUNICATED; (D) PERSONS IN SOUTH AFRICA WHO ARE SOUTH AFRICAN ELIGIBLE
INVESTORS (BEING 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); AND (E) PERSONS IN JERSEY WHO ARE AUTHORISED TO CONDUCT
INVESTMENT BUSINESS UNDER THE FINANCIAL SERVICES (JERSEY) LAW 1998, (ALL SUCH PERSONS
REFERRED TO IN (A), (B), (C) AND (D) AND (E) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Placees will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained
in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
a. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;
b. it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole
investment discretion, and that it (and any such account) is outside the United States and is acquiring the
Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act and is
not a US Person (as defined in Regulation S); and
c. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any
Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to
an offer of securities to the public other than an offer or resale in a member state of the European Economic
Area which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which
the prior consent of the Bookrunners has been given to each such proposed offer or resale.
The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the
Securities Act in an offshore transaction (as such term is defined in Regulation S under the Securities Act) to persons who
are not US Persons (as defined in Regulation S) and in South Africa only to persons who are South African Eligible
Investors. No prospectus has been lodged with or registered by the securities commission of any state, province or
territory of Canada, the Australian Securities and Investments Commission, the Companies and Intellectual Property
Commission of South Africa or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia
or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, or any
other jurisdiction outside the United Kingdom ,South Africa or Jersey.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward
a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any
action.
Details of the UK Placing and the South African Placing
The Banks have today entered into the Placing Agreement under which, subject to the terms and conditions set out
therein, each of the Banks has agreed to use reasonable endeavours to procure subscribers for the UK Placing Shares.
The UK Placing is conditional upon the Placing Agreement becoming unconditional in all respects, including, inter alia,
Admission occurring not later than 8.00 a.m. (London time) on 6 March 2015 (or such later date as may be agreed
between the Company and the Banks), and the Placing Agreement not being terminated in accordance with its terms.
Java Capital has today entered into the South African Placing Agreement under which, subject to the terms and conditions
set out therein, Java Capital has agreed to use reasonable endeavours to procure subscribers in South Africa for the South
African Placing Shares.
The South African Placing is conditional upon the South African Placing Agreement becoming unconditional in all
respects, including, inter alia, Admission occurring not later than 9.00 a.m. (South African time) on 6 March 2015 (or
such later date as may be agreed between the Company, the Banks and Java Capital), and the South African Placing
Agreement not being terminated in accordance with its terms.
The Placing Shares will, when issued, be subject to the Articles of Association of the Company, be credited as fully paid
and will rank pari passu in all respects with the Ordinary Shares then in issue including the right to receive all dividends
and other distributions declared, made or paid in respect of such Ordinary Shares after the date of the Placing Agreement
and the South African Placing Agreement.
As part of the UK Placing, the Company has agreed with the Banks that it will not, for a period of 60 days after the date
of Admission, enter into, or incur any obligation to make, any commitment or agreement, or put itself in a position where
it is obliged to announce that any commitment or agreement may be entered into or made, which in either case is or might
be material in the context of the Placing, without the prior written approval of the Banks.
Application for Admission
Application will be made for the Placing Shares to be admitted to the premium segment of the Official List of the
Financial Conduct Authority and to trading on the Main Market and the Main Board (of the London Stock Exchange and
the JSE respectively). It is expected that Admission will take place at 8.00 a.m. London time on 6 March 2015 in respect
of the UK Placing and 09:00 a.m. (South African time) on 6 March 2015 in respect of the South African Placing (or such
later date as may be agreed between the Company and the Bookrunners).
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint bookrunners and brokers and agents of the Company in connection with the UK
Placing. Java Capital is acting as bookrunner and broker and agent of the Company in connection with the South
African Placing.
2. Participation in the UK Placing will only be available to persons who are Relevant Persons (other than South
African Eligible Investors) or who may lawfully be, and are, invited to participate by the Banks. The Banks and
their respective affiliates are each entitled to participate in the Placing as principal.
3. Participation in the South African Placing will only be available to South African Eligible Investors who may
lawfully be, and are, invited to participate by Java Capital.
4. The allotment and issue by the Company of the UK Placing Shares to Placees procured by the Banks will be in
consideration of the transfer to the Company by Peel Hunt of preference shares in a Jersey incorporated company,
pursuant to a subscription and transfer agreement entered into between Peel Hunt, the Company and the Jersey
company. The consideration from the Company for the transfer to it of the shares in the Jersey incorporated
company will be satisfied by the issue of the UK Placing Shares by the Company to such Placees.
5. Each prospective Placee's Placing Participation will be determined by the relevant Bookrunner and the Company
in their sole discretion and confirmed orally and/or via written correspondence by the relevant Bookrunner as
agent of the Company. That oral and/or written confirmation constitutes an irrevocable legally binding
commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing
Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance
with the Company's Articles of Association. It is recorded that, although the Placing Price under the UK Placing
shall be settled in Sterling and the Placing Price under the South African Placing in Rands, the Placing Price
under the UK and South African Placings shall (subject only to adjustment in terms of the prevailing exchange
rate agreed between the Bookrunners and the Company) be the same.
6. The Bookrunners reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in
the event of an oversubscription under the Placing. The Bookrunners also reserve the right not to accept offers for
Placing Shares or to accept such offers in part rather than in whole.
7. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Banks, if
participating in the UK Placing, or Java Capital, if participating in the South African Placing, each as agents of
the Company, to pay in cleared funds (in Sterling in the case of the UK Placing and in Rands in the case of the
South African Placing) at the relevant time in accordance with the requirements set out below under "Registration
and Settlement", an amount equal to the product of the Placing Price and the number of Placing Shares such
Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee, conditional upon
Admission becoming effective.
8. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made on the same day, on the basis explained below
under "Registration and Settlement".
9. Completion of the UK Placing and South African Placing will be subject to the fulfilment of the conditions
referred to below under "Conditions of the Placing" and to the the UK Placing and South African Placing not
being terminated on the basis referred to below under "Termination of the Placing Agreement or the South
African Placing Agreement". In the event that the Placing Agreement or the South African Placing Agreement
does not become unconditional in any respect or is terminated, the Placing will not proceed and the Company
shall ensure that all funds delivered by a Placee to the Bookrunners or any other relevant person in respect of the
Placee's Placing Participation will be returned to the Placee within 2 Business Days at the risk of the Placee
without interest.
10. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of rescission or termination by the
Placee, and is not subject to any further conditions or requirements other than those set out in this Announcement
or Placing Agreement or the South African Placing Agreement, as applicable.
11. To the fullest extent permissible by law, neither the Bookrunners nor the Company nor any of their affiliates shall
have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Bookrunners nor any of their affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such
alternative method of effecting the UK Placing or the South African Placing as the Banks and the Company, or
Java Capital and the Company, as applicable, may respectively agree.
Conditions of the Placing
The Placing Agreement is conditional on, inter alia:
a) the Company confirming to the Banks in writing immediately prior to Admission that (i) none of the
warranties contained in the Placing Agreement was untrue inaccurate or misleading in any respect at the date
of the Placing Agreement or has at any time from that date become untrue, inaccurate or misleading in any
material respect, and (ii) it has complied in full with or performed its obligations under the Placing
Agreement which fall to be performed prior to Admission;
b) the Company allotting and issuing, subject only to Admission, the UK Placing Shares, and the South African
Placing Shares in accordance; and
c) Admission taking place not later than 8.00 a.m. (London time) in respect of the UK Placing and 09:00 a.m.
(South African time) in respect of the South African Placing on 6 March 2015 or such later date as the
Company and the Banks may otherwise agree (not being later than 8:00 a.m. (London time) on 13 March
2015).
The South African Placing Agreement is conditional on, inter alia:
a) the Company allotting and issuing, subject only to Admission, the UK Placing Shares and South African
Placing Shares; and
b) Admission taking place not later than 8.00 a.m. (London time) in respect of the UK Placing and 09:00 a.m.
(South African time) in respect of the South African Placing on 6 March 2015 or such later date as the
Company, Java Capital and the Banks may otherwise agree.
If (i) any of the conditions contained in the Placing Agreement or the South African Placing Agreement have not been
fulfilled or (in the context of the Placing Agreement only) waived by the relevant Bookrunners by the applicable time or
date where specified (or such later time or date as the Company and the relevant Bookrunners may agree), (ii) any of the
conditions contained in the Placing Agreement and the South African Placing Agreement becomes incapable of being
satisfied or (iii) the Placing Agreement or the South African Placing Agreement is terminated in accordance with their
terms (as summarised below), the Placing will lapse and the Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in
respect thereof.
The Banks may, in their absolute discretion and upon such terms as they think fit, waive fulfilment, in whole or in part, of
any or all of the conditions in the Placing Agreement, other than that relating to, inter alia, Admission (to the extent
permitted by law or regulations), by giving notice in writing to the Company. Any such waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Bookrunners, the Company or any other person shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of the Bookrunners and the Company.
Termination of the Placing Agreement or the South African Placing Agreement
The Banks and Java Capital are entitled, at any time before Admission, to terminate the Placing Agreement or the South
African Placing Agreement, as applicable, by giving notice to the Company if, inter alia:
a) any of the warranties given by the Company in the Placing Agreement or the South African Placing
Agreement, as applicable, are untrue, inaccurate or misleading in any respect;
b) the Company fails in any material respect to comply with its obligations under the Placing Agreement or the
South African Placing Agreement , as applicable;
c) any statement in this Announcement or certain other materials issued by the Company in relation to the Placing
is untrue, inaccurate or misleading in any respect or becomes untrue, inaccurate or misleading in any respect;
d) there has been a material adverse change in or any development or event reasonably likely to involve a
prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise) or
the earnings or business affairs or business prospectus of the Group; or
e) there has been: (i) a suspension of trading in securities generally on the London Stock Exchange, the New York
Stock Exchange or the JSE; (ii) a declaration of a banking moratorium in London or Johannesburg or by the US
Federal or New York State Authorities or any material disruption to commercial banking or securities
settlement or clearance services in the United Kingdom, the US or South Africa; (iii) any incident of terrorism
or outbreak or escalation of hostilities or any declaration by the United Kingdom, the US, Greece or South
Africa of a national emergency, war or any other calamity or crisis; (iv) a change or development involving a
prospective change in the national or international, financial, economic, political, industrial or stock market
conditions or currency exchange rates or exchange controls; or (v) there is an announcement of intended
withdrawal from the Euro currency or intended redomination of any obligation, public or private, by any EEA
member state, in each case, which in the opinion of the relevant Bank is likely to have an adverse effect on the
financial or trading position or the business or prospects of the Group or which renders the Placing
impracticable or inadvisable on the terms set out in this Announcement.
Upon such termination, the parties to the Placing Agreement or the South African Placing Agreement, as applicable, shall
be released and discharged (except for any liability arising before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement or the South African Placing Agreement, as applicable, and the
Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by the Bookrunners of any right of termination or by the
Bookrunners of any other discretion under the Placing Agreement or the South African Placing Agreement, as applicable,
shall be within the absolute discretion of the relevant Bookrunner and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or to the South African
regulatory authorities in relation to the Placing and Placees’ commitments will be made solely on the basis of the
information contained in this Announcement (including this Appendix).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and confirms that it has not relied on any other information,
representation, warranty, or statement made by or on behalf of the Company or the Bookrunners or any other person and
neither the Company nor the Bookrunners nor any other person will be liable for any Placee’s decision to participate in
the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
The UK Placing
Settlement of transactions in the UK Placing Shares (ISIN: IM00B8BV8G91) will take place within the CREST system.
Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission
of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Banks may agree
that the UK Placing Shares should be issued in certificated form.
The Banks reserve the right to require settlement for the UK Placing Shares, and to deliver the UK Placing Shares to
Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in a Placee’s jurisdiction.
Each Placee allocated Placing Shares in the UK Placing will be sent a contract note or electronic confirmation stating the
number of UK Placing Shares to be allocated to it. Each such Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions as
set out in that contract note or electronic confirmation.
The Company will deliver such UK Placing Shares to respective CREST accounts operated by Peel Hunt as agent for the
Company and Peel Hunt and JPMC will enter its respective delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to
that Placee against payment.
The South African Placing
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by
STRATE.
Each Placee allocated Placing Shares in the South African Placing will be sent an electronic confirmation stating the
number of South African Placing Shares to be allocated to it. Each such Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with the standing STRATE instructions as set out in that
electronic confirmation, including the timeous payment of the required funds into the relevant securities account held with
its CSDP, broker or other authorised user.
Settlement of transactions in the South African Placing Shares (ISIN: IM00B8BV8G91) will take place within the
STRATE system. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to STRATE or the use of STRATE in relation to the Placing, the Company
and Java Capital may agree that the South African Placing Shares should be issued in certificated form.
Java Capital reserve the right to require settlement for the South African Placing Shares, and to deliver the South African
Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not
practicable within the STRATE system.
General provisions
It is expected that settlement will be on 6 March 2015 in accordance with the instructions given to the Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements
set out above at prevailing market rates as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may without limiting any
other rights it may have, and subject to the provisions of the applicable Placing Agreement, sell any or all of the Placing
Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below
the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee’s name or that of its nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free
from any liability to South African or United Kingdom stamp duty or United Kingdom stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection with the Placing from the Company or the
Bookrunners.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such Placee’s behalf):
1. Represents and warrants that it has read this Announcement, including this Appendix, in its entirety;
2. Confirms that the exercise by the Bookrunners of any right of termination or any right of waiver exercisable by
the Bookrunners contained in the Placing Agreement or the South African Placing Agreement including, without
limitation, the right to terminate the Placing Agreement or the South African Placing Agreement, is within the
absolute discretion of the Bookrunners and the Bookrunners will not have any liability to any Placee whatsoever
in connection with any decision to exercise or not exercise any such rights;
3. Acknowledges that if (i) any of the conditions in the Placing Agreement or the South African Placing Agreement
are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement or the South African Placing
Agreement is terminated, or (iii) the Placing Agreement or the South African Placing Agreement does not
otherwise become unconditional in all respects, the Placing will lapse and its rights (save as to return of funds)
and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in
respect thereof;
4. Acknowledges that no offering document or prospectus has been, or will be, prepared in connection with the
Placing and represents and warrants that it has not received a prospectus or other offering document in connection
therewith;
5. Acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on the Main Board and the
Main Market, and the Company is therefore required to publish certain business and financial information in
accordance with the rules and practices of the Main Board and the Main Market and applicable legislation, and
that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other Main Board listed or Main Market listed company,
without undue difficulty;
6. Acknowledges that (i) it is not and, if different, the beneficial owner of the Placing Shares is not, and at the time
the Placing Shares are acquired will not be, a resident of United States, Australia, Canada or Japan and (ii) that
the Placing Shares have not been and will not be registered under the securities legislation of the United States,
Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, in or into those jurisdictions;
7. Acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that
none of the Bookrunners nor any person acting on their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee
has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to a Regulatory Information Service and SENS,
such information being all that it deems necessary to make an investment decision in respect of the Placing Shares
and that it has not relied on any other information given or representations, warranties or statements made by the
Bookrunners or the Company and none of the Bookrunners nor the Company will be liable for any Placee’s
decision to accept an invitation to participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in deciding to participate in the Placing;
8. Represents and warrants that neither it, nor the person specified by it for registration as a holder of UK Placing
Shares is, or is acting as nominee or agent for, and that the UK Placing Shares will not be allotted to, a person
who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK
Finance Act 1986 (depositary receipts and clearance services) and that the UK Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to issue or transfer UK Placing Shares
into a clearance service;
9. Represents and warrants that it has complied with its obligations in connection with money laundering and
terrorist financing under the Regulations and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for verification of identity a Bookrunner has not received
such satisfactory evidence, such Bookrunner may, in its absolute discretion, terminate the Placee’s Placing
Participation in which event all funds delivered by the Placee to such Bookrunner will be returned without interest
to the account of the drawee bank or CREST account from which they were originally debited;
10. If a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants
that the UK Placing Shares acquired by it in the UK Placing will be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the
European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in
circumstances in which the prior consent of the Bookrunners has been given to the proposed offer or resale;
11. Represents and warrants that it has not offered or sold and, prior to the expiry of a period of 6 months from
Admission, will not offer or sell any UK Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
12. Represents and warrants that it has not offered or sold and will not offer or sell any UK Placing Shares to persons
in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business
or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any
member state of the European Economic Area within the meaning of the Prospectus Directive (including any
relevant implementing measure in any member state);
13. Represents and warrants that it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the UK Placing in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
14. Represents and warrants that it has complied and will comply with all applicable provisions of FSMA with
respect to anything done by it in relation to the UK Placing in, from or otherwise involving, the United Kingdom
and the applicable South African companies, securities and financial and intermediary services laws and
regulations with respect to anything done by it in relation to the South African Placing in, from or otherwise
involving, South Africa;
15. In the case of the UK Placing only represents and warrants that it is a Relevant Person (other than a South African
Eligible Investor) and in the case of the South African Placing only represents and warrants that it is a South
African Eligible Investor;
16. Represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase the
Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person
acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the
Company, or otherwise;
17. Acknowledges that the Placing Shares have not been and will not be registered under the Securities Act and
further acknowledges that the Placing Shares are being offered and sold only outside the United States pursuant to
Regulation S under the Securities Act in an “offshore transaction” (as such term is defined in Regulation S under
the Securities Act);
18. Undertakes that it (and any person acting on its behalf) will make or procure payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date set out herein or as directed by the
relevant Bookrunner, failing which the relevant Placing Shares may be placed with other subscribers or sold as
the applicable Bookrunner may in its discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing
Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty
reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such
Placee’s Placing Shares;
19. Acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares
which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
20. Acknowledges that none of the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf
of the Bookrunners, is making any recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not
and will not be a client of any Bookrunner and that the Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their clients or customers or for providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement
nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
21. Undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. None of the Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the
Company and the Bookrunners in respect of the same on the basis that the UK Placing Shares will be allotted to
the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee, and the South
African Placing Shares will be delivered into the account of the Placee in accordance with the provisions for
registrations and settlement set out in this Announcement;
22. Acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon)
may be taken by the Company or the Bookrunners in any jurisdiction in which the relevant Placee is incorporated
or in which any of its securities have a quotation on a recognised stock exchange;
23. Agrees that the Company and the Bookrunners and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given
to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;
24. Agrees to indemnify on an after tax basis and hold the Company and the Bookrunners and their respective
affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
25. Acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained with respect to the Company’s conduct of the
Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company
and the Bookrunners. The agreement to settle a Placee’s subscription (and/or the subscription of a person for
whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such person direct from the Company for the Placing
Shares in question. In respect of the UK Placing, such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for registration as holder, of UK Placing Shares is, or is acting
as nominee or agent for, and that the UK Placing Shares will not be allotted to, a person who is or may be liable
to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986
(depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any
other dealing in the Placing, stamp duty, stamp duty reserve tax or securities transfer tax may be payable. In that
event the Placee agrees that it shall be responsible for such stamp duty, stamp duty reserve tax or securities
transfer tax, and neither the Company nor the Bookrunners shall be responsible for such stamp duty, stamp duty
reserve tax or securities transfer tax. If this is the case, each Placee should seek its own advice and notify the
Bookrunners accordingly;
26. Represents and warrants that it has neither received nor relied on any inside information (as defined in rule 2 of
the Disclosure and Transparency Rules, or the South African Financial Markets Act, 2012) concerning the
Company in accepting this invitation to participate in the Placing;
27. If it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable
laws and regulations;
28. Acknowledges that no action has been or will be taken by any of the Company, the Bookrunners or any person
acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that purpose is required; and
29. Acknowledges that it has knowledge and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to
bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied
upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable
outside the United Kingdom or South Africa by them or any other person on the subscription by them of any Placing
Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunners and any of
their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the relevant Bookrunners are receiving a fee in connection with their roles in
respect of the UK Placing as detailed in the UK Placing Agreement and the South African Placing as detailed in the South
African Placing Agreement. Further details are available on request.
In relation to the UK Placing, when a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any
money held in an account with a Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence,
this money will not be segregated from such Bookrunner’s money in accordance with the client money rules and will be
used by such Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of such
Bookrunner. In relation to the South African Placing, no money will be held in an account with a Bookrunner on behalf of
any Placees.
All times and dates in this announcement may be subject to amendment. The Bookrunners shall notify their respective
Placees and any person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement:
Admission the admission of the Placing Shares to the Premium Segment of
the Official List becoming effective in accordance with the
Listing Rules and the admission of the Placing Shares to trading
on the Main Market for listed securities becoming effective in
accordance with the Admission and Disclosure Standards of the
London Stock Exchange and the listing of the Placing Shares on
the Main Board of the JSE in accordance with the JSE Listings
requirements
Announcement this announcement
Articles of the articles of association of the Company
Association
Banks JPMC and Peel Hunt
Bookbuild the bookbuilding exercise undertaken jointly by the Banks in
respect of the UK Placing, and by Java Capital in respect of the
South African Placing
Bookrunners the Banks as joint bookrunners in respect of the UK Placing,
and Java Capital as bookrunner in respect of the South African
Placing
Business Day a day not being a Saturday, a Sunday or public holiday on which
banks are open for business in the City of London and
Johannesburg
Companies Acts The Isle of Man Companies Acts 2006 as amended
Company Redefine International Plc
CREST the relevant system (as defined in the CREST Regulations) of
which Euroclear UK & Ireland is the Operator (as defined in the
CREST Regulations)
CREST the Uncertificated Securities Regulations 2005 of the Isle of
Regulations Man (Statutory Document No. 754/05) as amended
Disclosure and the disclosure and transparency rules produced by the FCA
Transparency under FSMA
Rules
Euroclear UK & Euroclear UK & Ireland Limited, a company incorporated in
Ireland England and Wales, being the Operator of CREST
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000
Group the Company and its subsidiaries
Issue Documents this Announcement
Java Capital Java Capital Proprietary Limited
JPMC J.P. Morgan Securities Plc
JSE JSE Limited
JSE Listings the Listings Requirements issued by the JSE from time to time
Requirements
London Stock the London Stock Exchange plc
Exchange
Main Board the Main Board of the JSE
Main Market the Main Market of the London Stock Exchange
Official List the premium segment of the official list of the UK Listing
Authority
Operator the meaning given to it in the CREST Regulations
Ordinary Shares ordinary shares of 8 pence each in the capital of the Company
Peel Hunt Peel Hunt LLP
Placees persons procured by (i) any of the Banks in accordance with the
Placing Agreement to subscribe for UK Placing Shares pursuant
to the UK Placing; and / or (as the context requires) (ii) Java
Capital in accordance with the South African Placing Agreement
to subscribe for South African Placing Shares pursuant to the
South African Placing;
Placing the UK Placing and / or, the South African Placing, as the
context requires
Placing Agreement the agreement of even date herewith entered into between the
Banks and the Company in connection with the UK Placing
Placing the Placing Agreement and the South African Placing
Agreements Agreement
Placing a Placee's allocation in the Bookbuild
Participation
Placing Price the price payable per Placing Share as established by the
Bookbuild
Placing Shares means the UK Placing Shares and/or the South African Placing
Shares as the context requires
PRA Prudential Regulatory Authority
Prospectus the Directive of the European Parliament and of the Council of 4
Directive November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading (No
2003/71/EC) (as amended) (including any relevant
implementing measure in any member states
Regulations the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2007
Regulation S Regulation S under the Securities Act
Regulatory any of the regulatory information services set out on the list
Information maintained by the FCA
Service
Relevant Persons has the meaning given to it in the terms and conditions of the
Placing set out in the Appendix of this Announcement
Securities Act the US Securities Act of 1933 as amended
South African persons who subscribe, as principal, for Ordinary Shares at a
Eligible Investors minimum aggregate Placing Price of R1 000 000, as envisaged
in section 96(1)(b) of the South African Companies Act, 20008
South African the placing of the South African Placing Shares by Java Capital
Placing on behalf of the Company on the terms of this Announcement
South African the agreement entered into between Java Capital and the
Placing Agreement Company in connection with the South African Placing
South African up to 65,995,442 Ordinary Shares to be issued by the Company
Placing Shares pursuant to the South African Placing
STRATE the clearing and settlement system on the JSE operated by
STRATE Limited
subsidiary a subsidiary or a subsidiary undertaking (each as defined in the
Companies Act, and in interpreting those definitions for the
purposes of this Agreement, a company is to be treated as a
member of a subsidiary or a subsidiary undertaking as the case
may be even if its shares are registered in the name of (i) a
nominee, or (ii) any party holding security over those shares, or
that secured party's nominee
UKLA the United Kingdom Listing Authority, a division of the FCA,
acting in its capacity as the competent authority for the purposes
of Part VI of FSMA
UK Listing Rules the listing rules made by the UKLA in accordance with section
73A (2) of Part VI of FSMA (in each case as these rules may be
amended from time to time)
UK Placing the placing of the UK Placing Shares by the Banks on the terms
of this Announcement
UK Placing Shares up to 131,414,138 Ordinary Shares to be issued by the Company
pursuant to the Placing less the number of Ordinary Shares
which are actually issued to satisfy entitlements under the South
African Placing
US Person Shall have the meaning ascribed in Regulation S
Redefine International is a UK REIT with a primary listing on the London Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange.
27 February 2015
Sponsor
Java Capital
Date: 27/02/2015 10:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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