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Extraordinary General Meeting Voting Results
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
(“Redefine International” or “the Company”)
EXTRAORDINARY GENERAL MEETING VOTING RESULTS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3.2R
OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED, AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES IN
REDEFINE INTERNATIONAL P.L.C. OR IN ANY OTHER ENTITY IN ANY JURISDICTION,
INCLUDING TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS
ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE A
RECOMMENDATION REGARDING ANY SECURITIES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING. ANY DECISION TO
PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF
ANY PLACING SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION AND
TERMS CONTAINED IN THE ANNOUNCEMENT TO BE RELEASED TOMORROW IN RELATION
TO THE LAUNCH OF THE PLACING (“THE PLACING ANNOUNCEMENT”), THE INFORMATION
CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED
BY THE COMPANY ON 28 JANUARY 2016 AND ANY SUPPLEMENT THERETO AND ANY
INFORMATION PUBLICLY RELEASED TO A REGULATORY INFORMATION SERVICE AND
SENS BY OR ON BEHALF OF THE COMPANY ON OR PRIOR TO THE DATE OF THE PLACING
ANNOUNCEMENT.
15 February 2016
With reference to the prospectus published by the Company on 28 January 2016 (the “Prospectus”) in
connection with a potential placing to raise minimum proceeds of GBP100 million and up to GBP150 million
(the “Placing”), Redefine International is pleased to announce that each of the Resolutions proposed at the
Extraordinary General Meeting held earlier today, were duly passed without amendment by the required majority
on a vote conducted by way of a poll.
Further details of the Resolutions can be found in the Prospectus.
The results are set out in the table below:-
Resolution For* %** Against %** Withheld**
*
1. To authorise the Directors to 963,853,801 98.99 9,814,676 1.01 36,569,796
allot Ordinary Shares up to the
limit contained in the Notice of
EGM
2. To authorise the Directors to 959,651,287 98.52 14,462,493 1.48 36,124,493
dis-apply pre-emption rights
up to the limit stated in the
Notice of EGM
3. To approve the Rule 9 Waiver 502,094,277 97.86 11,005,665 2.14 36,550,146
4. To approve the Related Party 524,302,233 99.99 56,577 0.01 36,122,180
Transaction
The Company’s total issued share capital as at 15 February 2016 is 1,495,566,887 ordinary shares of 8 pence each.
Votes from the members of the Concert Party and Gavin Tipper were not included in Resolution 3.
Votes from Redefine Properties Limited and its associates were not included in Resolution 3 and 4.
*Votes in favour include the discretionary votes.
**Percentages shown are of votes cast.
***A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes for and against
the resolution.
As a result of the approvals of the Resolutions and on the basis set out in the Prospectus, the Concert Party's
interests in the Ordinary Shares, whether held directly or indirectly, on Admission should the Placing proceed will
be a maximum of:
Name Number of Ordinary Shares held Percentage of Enlarged Share
on Admission Capital
Redefine Properties 624,757,285 35.79
Bernard Nackan 19,023 0.00
Marc Wainer 1,676,545 0.10
Michael Watters 6,537,697 0.37
Stephen Carlin 3,186,660 0.18
TOTAL 636,177,210 36.45
Furthermore, as set out in the Prospectus, the maximum interest of Michael Watters would therefore be 13,537,697
Ordinary Shares (representing 0.77 per cent. of the issued share capital of the Company) and the maximum interest
of the Concert Party would be 643,177,210 Ordinary Shares (representing 36.70 per cent. of the issued share
capital of the Company).
This announcement should be read in conjunction with the full text of the Prospectus published on 28 January
2016, which is available on the Company's website at www.redefineinternational.com. Defined terms used in the
Prospectus shall have the same meanings when used in this announcement, unless the context otherwise requires.
In accordance with LR 9.6.2 R of the UK Listing Rules, copies of all resolutions passed by the Company have
been submitted to the UK’s National Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company’s website,
www.redefineinternational.com.
For further information:
Redefine International Tel: +44 (0) 20 7811 0100
Michael Watters
Stephen Oakenfull
Janine Ackermann
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
Notes to editors:
Redefine International is a FTSE 250 income focused UK-REIT with a primary listing on the London Stock
Exchange and a secondary listing on the Main Board of the Johannesburg Stock Exchange.
The Group’s investment portfolio is diversified across the retail, commercial and hotel sectors in the UK and
Germany with an aggregate value in excess of GBP1.3 billion.
Redefine International is focused on delivering sustainable and growing income to shareholders through
investment in income yielding assets let to high quality occupiers on long leases. Capital values are enhanced and
protected by asset management and other low capex development activities.
As a UK-REIT, the Company aims to distribute the majority of its earnings available for distribution on a semi-
annual basis, providing investors with attractive income returns as well as exposure to capital growth
opportunities.
For more information on Redefine International, please refer to the Company’s website
www.redefineinternational.com.
IMPORTANT NOTICES
This announcement is not a prospectus or a prospectus equivalent document but an advertisement and does not
constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of
any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction,
including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This
announcement is for information only and does not constitute a recommendation regarding any securities.
Investors should not subscribe for or purchase any Placing Shares referred to in this announcement, except
exclusively on the basis of the information contained in the Placing Announcement (to be released tomorrow),
the Prospectus and any information publicly released to a regulatory information service and SENS by or on
behalf of the Company on or prior to the date of the Placing Announcement. No money, securities or other
consideration is being solicited and, if sent in response to the information herein, will not be accepted.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"), is acting as UK sponsor and joint UK bookrunner to the Company in connection
with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of 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 as joint UK bookrunner to the Company in connection
with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of 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 as JSE sponsor, SA corporate adviser and SA
bookrunner to the Company in relation to the 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.
Aside from the responsibilities and liabilities, if any, which may be imposed under the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder, or any other applicable regulatory regime,
none of Peel Hunt, JPMC, Java Capital or any of their respective affiliates accept any responsibility or liability
whatsoever for, nor make any representation or warranty, express or implied, as to the contents of this
announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or
purported to be made by it, or on its behalf, in connection with the Company or the Placing and nothing in this
announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or
future. Each of Peel Hunt, JPMC and Java Capital and their respective affiliates accordingly disclaims to the
fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this announcement or any such
statement.
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 (as such term
is defined in Regulation S of the US Securities Act 1933, as amended (the "US Securities Act"), Australia,
Canada or Japan or any jurisdiction into which the release, 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 to any
person, including those with a registered address in, or who are resident in, the United States or any other
Restricted Jurisdiction or to US Persons. No placing or other offering is being made pursuant to this
announcement and the Prospectus. No action has been taken by the Company or the Bookrunners that would
permit an offering of such shares or possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Persons into whose possession this announcement comes are required by the Company and the Bookrunners to
inform themselves about, and to observe, such restrictions.
The Placing Shares have not been and will not be registered under the US Securities Act, or with any regulatory
authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the
relevant laws of any state, province or territory of any other Restricted Jurisdiction, or any other Restricted
Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within any Restricted Jurisdiction or within the United States (as defined in Regulation S
under the US Securities Act ("Regulation S")) unless any offer and sale of Placing Shares has been registered
under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act. The Placing Shares will be offered or sold outside the United States in
reliance on Regulation S. This announcement does not constitute an offer to sell or a solicitation of an offer to
buy Placing Shares in any jurisdiction in which such offer or solicitation is unlawful. 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. Neither this announcement, the Prospectus nor any
other document connected with the Placing will be distributed in or into the United States or any of the other
Restricted Jurisdictions.
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 US 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 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 UK Listing Rules, UK Prospectus Rules, the UK 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.
You are advised to read this announcement and the Prospectus and the information incorporated by reference
therein in their entirety for a further discussion of the factors that could affect the Company or the Group’s
future performance and the industry in which they operate. In light of these risks and uncertainties, the events
described in the forward-looking statements in this announcement may not occur.
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.
Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of
the Company for the current or future financial years would necessarily match or exceed the historical published
earnings per share of the Company. 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.
This announcement is not being distributed by, nor has it been approved, for the purposes of section 21 FSMA
by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in
the UK only in circumstances in which section 21(1) of FSMA does not apply. This announcement is being
directed only at persons in the UK and outside of the UK (other than South Africa) who are persons in member
states of the European Economic Area who are 'Qualified Investors' 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). In addition, in the UK, this announcement is being directed only at Qualified
Investors who (a) have professional experience in matters relating to investments and who fall within article
19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (b) are persons falling within article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc") of the Order; or (c) are persons to whom it may otherwise be lawfully
communicated. This announcement is being directed only at persons in South Africa envisaged in section
96(1)(a) and/or (b) of the South African Companies Act, 2008 (such persons being referred to as "South-African
Eligible Investors"). All such persons contemplated in (a), (b) or (c) and the South-African Eligible Investors are
together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by
persons who are not Relevant Persons.
Neither the content of the Company's website (or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this
announcement as at 15 February 2016.
JSE Sponsor
Java Capital
Date: 15/02/2016 01:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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