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Results of placing
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”)
RESULTS OF PLACING
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 is pleased to announce the successful completion of
the placing announced earlier today (the "Placing").
The Company is pleased to announce that a total of 131,414,138 new Ordinary Shares in Redefine International (the
"Placing Shares") were placed by Peel Hunt, JPMC and Java Capital, raising gross proceeds of approximately £70.9
million. UK Placing Shares have been issued at a price of 54 pence per Placing Share and South African Placing
Shares at a price of R9.70 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 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.
Redefine Properties Limited (“RPL”) was allocated a total of 39,465,583 Placing Shares, equating to 30.03% of the
Placing Shares at the Placing Price equating to £21.3 million. As Redefine Properties is a related party of the
Company under the Listing Rules, the Transaction falls within Listing Rule 11.1.10 R.
Application will be made for admission of the 131,414,138 Placing Shares to the Official List of the Financial Services
Authority and to trading on the LSE's main market for listed securities. The Company will also apply to the JSE for the
listing of the Placing Shares on the Main Board of the Johannesburg Stock Exchange (“JSE”). It is expected that the
Admission of the Placing Shares on the LSE and the JSE will become effective on 6 March 2015.
The Placing is conditional, inter alia, upon Admission becoming effective and the Placing Agreements becoming
unconditional and not being terminated. It is anticipated that the settlement date will be 6 March 2015.
Following Admission the total number of voting rights in the Company will be 1,451,322,973. No Ordinary Shares are
held in treasury. This figure 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 FCA's Disclosure and Transparency Rules.
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 8.06 a.m. (GMT) on the date hereof.
Peel Hunt and JPMC acted as joint bookrunners in respect of the UK Placing and Java Capital acted as bookrunner in
respect of the South African Placing.
Commenting, Mike Watters, Chief Executive of the Company said:
“We are pleased to have closed this placing which further strengthens our financial position and provides us with the
flexibility to take advantage of attractive market conditions in order to maximise shareholder value.
“We appreciate the continued support of our shareholders and look forward to deploying the proceeds, through
targeted investment opportunities in the UK and Germany and disciplined asset management initiatives, in line with
our strategy to generate consistent and growing income returns.”
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") 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, South Africa, Canada or Japan or any jurisdiction in which such public
offering would be unlawful.
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"); or (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 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 around
8.06 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.
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 this Announcement
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
JSE sponsor
Java Capital
Date: 27/02/2015 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,
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