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Notification In Terms Of Section 45(5) Of The Companies Act, 2008
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
(“Redefine” or the “company”)
NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 2008
Notice is hereby given to Redefine shareholders that, in terms of the provisions of section 45(5) of the Companies Act,
2008 (“the Act”) and pursuant to the special resolution passed at the annual general meeting of the Company held on
19 February 2015 authorising the board of directors of Redefine (“the board”) to provide direct or indirect financial
assistance as contemplated in section 45 of the Act to any of its present or future subsidiaries and/or any other
company or corporation that is or becomes related or inter-related to the company, the board has adopted a resolution
to provide financial assistance on the following basis:
- As announced on SENS on 7 September 2015, Redefine International PLC (“Redefine International”), an
inter-related company to Redefine and Redefine AUK Holdings Limited (“Redefine Holdings”) (a wholly-
owned subsidiary of Redefine International) have entered into an agreement to acquire a property portfolio
from Aegon UK Property Fund Limited, subject to the requisite shareholder approval of Redefine
International, to be financed either by way of an equity raise to be undertaken by Redefine International or by
way of a loan facility to be granted to Redefine Holdings (“the acquisition”).
- In order to facilitate the acquisition, Redefine has entered into an equity commitment agreement with
Redefine International whereby, should Redefine International elect to pursue an equity raise, Redefine
irrevocably undertakes to subscribe for up to £70 000 000 of ordinary shares in Redefine International in the
equity raise (“Irrevocable Undertaking”).
- Should Redefine International elect not to pursue the aforesaid equity raise, Redefine has entered into a
convertible facility agreement with Redefine Global Proprietary Limited (“Redefine Global”) (a wholly
owned subsidiary of Redefine) and Redefine Holdings in terms of which Redefine Global will make a facility
available to Redefine Holdings in the amount of £135 000 000 (“the Facility”). Redefine will guarantee and
ensure that, at all times, Redefine Global is sufficiently capitalised and/or has access to sufficient funding to
be able to comply with its obligations and make the Facility available to Redefine Holdings (“the
Guarantee”).
- Both the Irrevocable Undertaking and the Guarantee constitute financial assistance by Redefine as
contemplated in section 45 of the Act and accordingly, in accordance with section 45(3)(b) of the Act, the
board advise that it is satisfied and acknowledges, in respect of the Irrevocable Undertaking and the
Guarantee, that:
(i) immediately after providing the financial assistance referred to above, Redefine satisfies the solvency and
liquidity test as provided for in section 4 of the Act; and
(ii) the terms under which the financial assistance is to be given are fair and reasonable to Redefine.
5 November 2015
Sponsor
Java Capital
Date: 05/11/2015 11:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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