Wrap Text
Placing to raise minimum proceeds of GBP100 million
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”)
PLACING TO RAISE MINIMUM PROCEEDS OF GBP100 MILLION
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,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. 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 THIS
ANNOUNCEMENT, ANY 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 THIS
ANNOUNCEMENT .
16 February 2016
Following the Extraordinary General Meeting held on 15 February 2016, at which all Resolutions were passed, Redefine
International, the FTSE 250 income focused UK-REIT, today announces a placing (the "Placing") of up to
375,000,000 new Ordinary Shares (the "Placing Shares").
Highlights:
- Placing to raise gross proceeds in excess of GBP100.0 million to finance Tranche 2 of the transformational acquisition
of the AUK Portfolio, as announced on 7 September 2015
- The Board may take the decision to increase the size of the Placing, up to an amount of GBP150.0 million, if there is
sufficient demand from Placees
- Redefine Properties has irrevocably committed to subscribe for up to such number of Placing Shares at the Placing
Price as equals an aggregate amount of up to GBP70.0 million. If there is sufficient demand from other Placees, the
Board intends to scale back Redefine Properties’ subscription, subject to Redefine Properties maintaining its pro-rata
shareholding of 30.07 per cent
- Any excess proceeds up to GBP50.0 million raised above the GBP100.0 million minimum required to finance
Tranche 2 would be used, inter alia, to provide capital for further disciplined asset management opportunities within
the Group’s existing portfolio, as well as potential new investment opportunities. Additionally, any excess equity
raised would support the refinancing and restructuring of the Group’s existing facilities at lower leverage levels
Placing
The Placing comprises two separate but simultaneous and co-ordinated placings. Placees are able to participate outside of
South Africa and subscribe for Placing Shares in Pounds Sterling pursuant to the UK Placing, or to participate in South
Africa and subscribe for Placing Shares in Rand pursuant to the South African Placing. Investors who participate in the
UK Placing would be required to take up the Placing Shares in Pounds Sterling. Investors who participate in the South
African Placing would be required to take up the Placing Shares in Rand. The South African Placing is subject to a
minimum application of R1 million per investor, acting as principal, except for those categories of exempted persons
contemplated in section 96(1)(a) of the South African Companies Act. The South African Placing will be 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 and
those categories of exempted persons contemplated in section 96(1)(a) of the South African Companies Act) may not
participate in the South African Placing. Similarly, the UK Placing will be undertaken with certain existing and new
institutional investors only.
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 "Placing Results Announcement").
Redefine Properties has irrevocably agreed to subscribe for such number of Placing Shares at the Placing Price as equals
an aggregate subscription amount of up to GBP70.0 million, pursuant to the RPL Equity Commitment (as is described in
paragraph 21.4 of Part 15 (Additional Information) of the Prospectus). The RPL Equity Commitment is subject to the
Placing Price not being higher than the Maximum RPL Price.
The Company is seeking to raise a minimum additional aggregate GBP30.0 million from other Placees in order to raise an
aggregate minimum amount of GBP100.0 million (gross) through the Placing. If there is the successful procurement of
Placees (other than Redefine Properties), the Board intends to scale back Redefine Properties' maximum participation of
up to GBP70.0 million on a pound for pound basis, for every pound raised from other Placees in excess of the additional
aggregate GBP30.0 million, subject to Redefine Properties' entitlement to participate in the Placing at the level which
would maintain its current 30.07 per cent shareholding in the Company.
If there is sufficient demand from Placees (including from Redefine Properties, to the extent that it seeks to participate in
excess of its pro-rata entitlement in the Placing, subject to its terms and conditions), the Board may then decide to increase
the size of the Placing up to a maximum amount of GBP150.0 million.
The Joint UK Bookrunners are underwriting credit risk on the Placees under the UK Placing (other than Redefine
Properties). Java Capital is not underwriting credit risk on the Placees under the South African Placing. Accordingly, to
the extent that South African Placees do not take up and pay for their allocation in full, the amount raised by the Company
may be less than the amount announced as having been allocated. However, the Placing is conditional on the gross
proceeds received by the Company being GBP100.0 million or more.
The Placing Price per UK Placing Share will be determined by the Directors and the Bookrunners, following their
assessment of market conditions and discussions with a number of institutional investors during the course of the
Bookbuild. In any event, in accordance with Listing Rule 9.5.10R, the Placing Price will not be at a discount of more than
10 per cent to the middle market price of the Ordinary Shares at the time of agreeing the Placing.
The Placing Price per South African Placing Share will be the equivalent price of a UK Placing Share in Rand (subject
only to adjustment in terms of the prevailing exchange rate agreed between the Bookrunners and the Company at the time
of the Bookbuild).
If there is sufficient demand from investors to subscribe for Placing Shares at a higher price than the Maximum RPL
Price, such that the Company can raise the minimum proceeds of GBP100.0 million without recourse to the RPL Equity
Commitment, then the Placing Price may be set at a higher price than the Maximum RPL Price and Redefine Properties
would not be obliged to subscribe for any Placing Shares under the RPL Equity Commitment unless it agrees to subscribe
for Placing Shares at the higher price.
The UK Placing is conditional upon, inter alia, the following:
- the Company raising gross proceeds of at least GBP100.0 million through the Placing;
- the Placing Agreement becoming unconditional; and
- Admission becoming effective by not later than 8.00 a.m. (London time) on 23 February 2016 or such later time
and/or date as the Company and the Joint UK Bookrunners may agree (being not later than 8.00 a.m. (London time)
on 31 May 2016).
Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the UK Placing will not proceed, and the
Company will utilise the RPL Loan in order to complete the acquisition of the Tranche 2 Properties, to the extent that the South
African Placing has not otherwise taken place and raised sufficient funds.
The South African Placing is conditional upon, inter alia, the following:
- the Company raising gross proceeds of at least GBP100.0 million through the Placing;
- the South African Placing Agreement becoming unconditional; and
- Admission becoming effective by not later than 9.00 a.m. (South African time) on 23 February 2016 or such later time
and/or date as the Company and the Bookrunners may agree (being not later than 9.00 a.m. (South African time) on
31 May 2016).
Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the South African Placing will not
proceed, and the Company will utilise the RPL Loan in order to complete the acquisition of the Tranche 2 Properties, to the
extent that the UK Placing has not taken place and raised sufficient funds.
Admission
Application will be made for the Placing Shares to be (a) admitted to listing on the premium segment of the Official List and to
trading on the London Stock Exchange’s main market for listed securities and (b) listed and traded on the Main Board of the
JSE. It is expected that Admission of the Placing Shares will become effective and dealings will commence by 8.00 a.m.
(London time) on 23 February 2016 in respect of the UK Placing Shares and 9.00 a.m. (South African time) on 23 February
2016 in respect of the South African Placing Shares, whereupon an announcement will be made by the Company to a
Regulatory Information Service and on SENS.
As the Placing will not involve a pre-emptive offer of shares to Existing Shareholders, Existing Shareholders who do not
(or are not permitted to) participate in the Placing will suffer a maximum dilution of up to 20.0 per cent to their interests
in the Company (assuming a fundraising of GBP150.0 million where 375,000,000 Placing Shares are issued pursuant to
the Placing at the Minimum Placing Price).
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 and subject to the terms and conditions in it, and to be providing the representations,
warranties, confirmations, acknowledgements and agreements 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
Alastair Rae
J.P. Morgan Cazenove Tel: +44 (0) 20 7742 4000
Bronson Albery
Nicholas Hall
Tara Morrison
Anne Ross
Java Capital Tel: + 27 (0) 11 722 3050
Warren Lawlor Email: RedefineInternational@javacapital.co.za
Errol Germon
Gareth Earl
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 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 this announcement, 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 this 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 1933, 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 are being 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.
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.
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 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; AND (D) PERSONS IN SOUTH
AFRICA WHO ARE "SOUTH AFRICAN ELIGIBLE INVESTORS" (BEING THOSE CATEGORIES OF EXEMPTED
PERSONS ENVISAGED IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, 2008, OR 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) (ALL SUCH PERSONS
REFERRED TO IN (A), (B), (C) AND (D) ABOVE TOGETHER BEING REFERRED TO IN THIS APPENDIX AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND 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. 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 (including this Appendix) in its entirety and to be
participating, making an offer and acquiring Placing Shares 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 has the authority to make and does make the acknowledgements, representations and
agreements contained in this Appendix, 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 to Qualified Investors in a member state of the European
Economic Area which has implemented the Prospectus Directive, 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 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 or South Africa.
The distribution of this Announcement (including this Appendix) and the Placing or issue of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunners or any of their
affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement (including
this Appendix) or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are
required by the Company and the Bookrunners to inform themselves about and to observe any such restrictions.
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 Company and the Joint UK Bookrunners have entered into the Placing Agreement under which, subject to the terms
and conditions set out therein, each of the Joint UK Bookrunners 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 23 February 2016 (or such later time and/or date as may
be agreed between the Company and the Joint UK Bookrunners, being not later than 8.00 a.m. (London time) on
31 May 2016), and the Placing Agreement not being terminated in accordance with its terms.
The Company and Java Capital have 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 23 February 2016 (or
such later date as may be agreed between the Company, the Bookrunners, being not later than 9.00 a.m. (South African
time) on 31 May 2016), 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 Joint UK Bookrunners 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 Joint UK Bookrunners.
The Company has further agreed with the Joint UK Bookrunners that, except for the issue and allotment of the Placing
Shares and other than pursuant to such share option schemes as are described in the Prospectus, it will not, for a period of
60 days after the date of Admission, issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities
convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company, or enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
Ordinary Shares or other shares in the capital of the Company, or publicly announce any intention to do any such things,
without the prior approval of the Joint UK Bookrunners.
The Joint UK Bookrunners will be underwriting credit risk on the Placees under the UK Placing (other than Redefine
Properties). Java Capital will not be underwriting credit risk on the Placees under the South African Placing. Accordingly,
to the extent that South African Placees do not take up and pay for their allocation in full, the amount raised by the
Company may be less than the amount announced as having been allocated. However, the Placing will be conditional on,
inter alia, the gross proceeds received by the Company being GBP100.0 million or more.
Application for Admission
Application will be made for the Placing Shares to be admitted (i) to the premium listing segment of the Official List of
the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities and (ii)
to listing and trading on the Main Board of the JSE.
It is expected that Admission will take place at 8.00 a.m. London time on 23 February 2016 in respect of the UK Placing
and 09.00 a.m. (South African time) on 23 February 2016 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 Joint UK Bookrunners 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 Joint UK Bookrunners.
The Joint UK Bookrunners 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 Placing Shares will be issued to Placees at a price to be determined by the Company and the Bookrunners,
following their assessment of market conditions and discussions with a number of institutional investors during
the course of the Bookbuild. The Placing Price shall be payable to the Bookrunners by all Placees. It is expected
that a Pricing Statement containing the Placing Price and the number of Placing Shares to be issued would be
released to a Regulatory Information Service as soon as practicable following the finalisation of the Placing Price.
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 reserve the right to scale back the number of Placing Shares to be subscribed for 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 Joint UK
Bookrunners, 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 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 Joint UK Bookrunners and the
Company, or Java Capital and the Company, as applicable, may respectively agree.
Conditions of the Placing
The Placing Agreement remains conditional on, inter alia:
a) the aggregate gross proceeds of the Placing not being less than GBP100.0 million;
b) the South African Placing Agreement having become unconditional (save for any condition therein relating to
Admission);
c) the RPL Equity Commitment remaining unconditional (save for any condition therein relating to Admission);
d) the Pricing Agreement having been duly executed and delivered by the Bookrunners and the Company by no later
than 11.59 p.m. on 16 February 2016 (or such later time and/or date as the Joint UK Bookrunners and the
Company may agree);
e) the Pricing Statement being released to a Regulatory Information Service by no later than 8:00 a.m. on
17 February 2016 (or such later time and/or date as the Joint UK Bookrunners and the Company may agree);
f) the Company allotting and issuing, subject only to Admission, the UK Placing Shares, and the South African
Placing Shares;
g) the Company confirming to the Joint UK Bookrunners 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; and
h) Admission taking place not later than 8.00 a.m. (London time) on 23 February 2016 in respect of the UK Placing
(or such later date as the Company and the Joint UK Bookrunners may otherwise agree, being not later than
8.00 a.m. (London time) on 31 May 2016).
The South African Placing Agreement remains 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 9.00 a.m. (South African time) in respect of the South African Placing on
23 February 2016 (or such later date as the Company and the Bookrunners may otherwise agree, being not later
than 9.00 a.m. (South African time) on 31 May 2016).
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 and/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 Joint UK Bookrunners 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 Bookrunners 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 or the RPL Equity Commitment, as applicable;
c) any statement in the Prospectus or 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) in the case of the Placing Agreement only, any matter has arisen which would require the publication of a
supplementary prospectus pursuant to section 87G of FSMA, a supplementary circular under Listing Rules
11.1.7AR or 11.1.7CR or supplementary disclosure under Appendix 1 of the City Code;
e) 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 prospects of the Group; or
f) there has been a force majeure event which in the opinion of the relevant Bookrunner 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.
Publicly available information
A prospectus has been published by the Company in relation to Admission. Placees' commitments will be made solely on
the basis of the information contained in the Prospectus, this announcement (including this Appendix) 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
this announcement (the "Publicly Available Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other
Publicly Available Information previously or simultaneously published by the Company by notification to a Regulatory
Information Service and SENS or otherwise filed by the Company is exclusively the responsibility of the Company and, in
the case of the Prospectus, the Directors. Each Placee, by participating in the Placing, agrees that it has neither received
nor relied on any information, representation, warranty or statement made by or on behalf of the Bookrunners or the
Company or any other person, other than, in the case of the Company, the Publicly Available Information and none of the
Bookrunners, the Company or any person acting on any such person's behalf or any of their affiliates has or shall have
any responsibility or liability for any Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in participating 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 Joint UK
Bookrunners may agree that the UK Placing Shares should be issued in certificated form.
The Joint UK Bookrunners 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 occur on 23 February 2016 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) represents, warrants,
acknowledges, confirms and agrees that:
1) it has read and understood this Announcement, including this Appendix, and the Prospectus in its entirety and
that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other information contained in this
Announcement;
2) none of the Bookrunners, the Company or any of their affiliates or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other
person other than this announcement which is exclusively the responsibility of the Company and the Prospectus
which is the exclusive responsibility of the Company and the Directors; nor has it requested either of the
Bookrunners or the Company, any of their affiliates or any person acting on behalf of any of them to provide it with
any such information;
3) 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;
4) 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;
5) the Ordinary Shares are (and the Placing Shares will be) listed and traded 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) (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) the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and
that neither the Bookrunners nor any person acting on their behalf nor any of their affiliates is responsible for or
has or shall have any liability for any information or representation relating to the Company contained in this
Announcement or any information previously published by or on behalf of the Company, including but not limited
to, the Publicly Available Information, nor will they have any responsibility or liability for any Placee's decision to
participate in the Placing based on any information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation
8) 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 in the Publicly Available Information,
such information being all that it deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor 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;
9) (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on
Publicly Available Information, (ii) none of the Bookrunners, the Company, nor any of their respective affiliates has
made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares
or the accuracy, completeness or adequacy of the Publicly Available Information and (iii) it has conducted its own
investigation of the business, financial or other position of the Company, the Placing and the Placing Shares, and
satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to
participate in the Placing;
10) neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or
agent for, and that the 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 Placing Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
11) 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;
12) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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;
13) 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;
14) 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);
15) 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;
16) 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;
17) in the case of the UK Placing only, 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;
18) 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;
19) 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) to
persons who are not “US Persons” (as such term is defined in Regulation S under the Securities Act”);
20) it will not distribute, forward, transfer or otherwise transmit this Appendix, or any other presentational or other
materials concerning the Placing in or into the United States (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
21) the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the
securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly, within Australia, Canada or Japan;
22) 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;
23) 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;
24) 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;
25) 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;
26) 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;
27) 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;
28) it shall 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;
29) 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.
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 Placing Shares is, or is acting as nominee or agent for, and that the 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;
30) 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;
31) the Joint UK Bookrunners may, subject to the terms of the Placing Agreement and in accordance with applicable
legal and regulatory provisions, engage in transactions in relation to the Placing Shares or the Ordinary Shares
and/or related instruments for their own account for the purpose of hedging their underwriting exposure or
otherwise and, except as required by applicable law or regulation, the Bookrunners will not make any public
disclosure in relation to such transactions;
32) its purchase of Placing Shares is in full compliance with applicable laws and regulations;
33) 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
34) 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, and 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
"Acquisition" means the acquisition by the Group of the AUK Portfolio from the Aegon UK Property Fund;
"Acquisition Agreements" means the two acquisition agreements each dated 5 September 2015 between the Seller,
the Company and (in the case of those relevant properties located in England and Wales)
sixteen Acquisition SPVs and (in respect of those properties located in Scotland) three
Acquisition SPVs, in each case setting out the terms and conditions upon which the
Acquisition SPVs acquired, or will acquire, the AUK Portfolio, as more particularly described
in paragraph 21.3 of Part 15 (Additional information) of the Prospectus;
"Acquisition SPVs" means the 19 special purpose vehicles, each of which are incorporated in the British Virgin
Islands and are a wholly-owned subsidiary of Redefine AUK, which together acquired, or will
acquire, the AUK Portfolio;
"Admission" means admission of the Placing Shares to the premium listing segment of the Official List
and to trading on the London Stock Exchange's 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;
"Articles" or "Articles of means the existing articles of association of the Company;
Association"
"AUK Portfolio" means the 18 properties (following the disposal of 16 Grosvenor Street, London, as
announced by the Company on 21 December 2015) acquired, or to be acquired, by the
Acquisition SPVs from the Aegon UK Property Fund, comprising the Tranche 1 Properties
and the Tranche 2 Properties, as more particularly described in paragraph 21.3 of Part 15
(Additional information) of the Prospectus;
"Banbury Cross Retail means Banbury Cross Retail park, Oxfordshire, OX16 1LX;
Park"
"Board" or "Directors" means the current directors of the Company;
"Bookbuild" means the bookbuilding exercise to be undertaken jointly by the Joint UK Bookrunners in
respect of the UK Placing, and by Java Capital in respect of the South African Placing;
"Bookrunners" means the Joint UK Bookrunners, acting as joint bookrunners in connection with the UK
Placing and Java Capital, acting as bookrunner in connection with the South African Placing;
"Business Day" means any day (other than a Saturday, Sunday or public holiday in England or SA) on which
clearing banks in the City are open for business;
"Circular" means the circular posted to Shareholders on 7 September 2015, setting out details of the
Acquisition;
"Combined AUK Portfolio" means Banbury Cross Retail Park and the AUK Portfolio, as more particularly described in
paragraph 14 of Part 15 (Additional information) of the Prospectus;
"Concert Party" means Redefine Properties, Michael Watters, Marc Wainer, Bernard Nackan and Stephen
Carlin;
"CREST" means the paperless settlement system operated by Euroclear UK & Ireland under the
CREST Regulations to facilitate the transfer of title to, and the holding of, shares in
uncertificated form;
"CSDP" means a Central Securities Depository Participant accepted as a participant under the South
African Financial Markets Act, 2012, appointed by a Shareholder in South Africa for the
purposes of, and in regard to, dematerialisation and to hold and administer securities or an
interest in securities on behalf of such Shareholder;
"Existing Ordinary Shares" the 1,495,566,887 existing ordinary shares of 8.0 pence each in the capital of the Company
in issue at the date of this announcement;
"FCA" means the Financial Conduct Authority;
nd
"Extraordinary General means the extraordinary general meeting of the Company held at 2 Floor, 30 Charles II
Meeting" or "EGM" Street, London SW1Y 4AE at 9.30 a.m. (London time) on 15 February 2016, notice of which
was set out at the end of the Prospectus;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiaries at the date of this announcement;
"Java Capital" means Java Capital Proprietary Limited;
"Joint UK Bookrunners" means Peel Hunt and JPMC;
"JPMC" means J.P. Morgan Securities plc (which conducts its UK investment banking business as
J.P. Morgan Cazenove);
"JSE" means Johannesburg Stock Exchange, being the exchange operated by the JSE Limited
(registration number 2005/022939/06), licensed as an exchange under the South African
Financial Markets Act, 2012, as amended, and a public company incorporated in terms of
the laws of South Africa;
"JSE Listings means the Listings Requirements issued by the JSE from time to time;
Requirements"
"Main Board" means the Main Board of the JSE;
"Main Market" means the London Stock Exchange's main market for listed securities;
"Maximum RPL Price" means the Placing Price representing a minimum discount of five per cent. to the volume
weighted average price of an Ordinary Share over the 30 days prior to the date of this
announcement;
"Minimum Placing Price" means 40 pence per share;
"Notice of Extraordinary means the notice of Extraordinary General Meeting that will be found at the end of the
General Meeting" or Prospectus;
"Notice of EGM"
"Official List" means the Official List of the FCA;
"Ordinary Shares" means ordinary shares of 8.0 pence each in the capital of the Company;
"Placees" means persons procured by (i) any of the Joint Bookrunners 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" means the UK Placing and/or the South African Placing, as the context requires;
"Placing Agreement" means the placing agreement dated 28 January 2016 between the Company and the Joint
UK Bookrunners in connection with the UK Placing, as more particularly described in
paragraph 21.1 of Part 15 (Additional information) of the Prospectus;
"Placing Price" means the price at which the Placing Shares will be issued pursuant to the Placing, as
established by the Bookbuild, being:
(a) not more than a 10 per cent discount to the middle market price of the Existing Ordinary
Shares at the time of agreeing the Placing; and
(b) in the case of a South African Placing Share, the equivalent price of a UK Placing Share
in Rand (subject only to adjustment in terms of the prevailing exchange rate agreed between
the Bookrunners and the Company at the time of the Bookbuild);
"Placing Shares" means the UK Placing Shares and/or the South African Placing Shares, as the context
requires;
"Pricing Statement" means the pricing statement expected to be published on 16 February 2016 by the
Company detailing, among other things, the Placing Price and the number of Ordinary
Shares that have been issued under the Placing;
"Proposals" means the Placing, the Waiver and the Related Party Transaction;
"Prospectus" means the combined circular and prospectus published by the Company on 28 January
2016 in connection with the Proposals;
"Prospectus Directive" means European Union Directive 2003/71/EC, including any applicable implementing
measures in any Relevant Member State;
"Redefine AUK" means Redefine AUK Holdings Limited, a company registered in the British Virgin Islands
with registered number 1884800 and having its registered office at Coastal Buildings,
Wickham Cay II, PO Box 2221, Waterfront Drive, Road Town, Tortola, British Virgin Islands
VG1110;
"Redefine AUK Group" means Redefine AUK and its subsidiaries from time to time, which includes as at the date of
this announcement, the Acquisition SPVs and Redefine Banbury Cross Limited, and
"Redefine AUK Group Company" means any one of them;
"Redefine Properties" means Redefine Properties Limited (Registration number 1999/018591/06), a public
company duly incorporated and registered in terms of the laws of South Africa and listed on
the JSE, with its registered address at 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank,
2196, South Africa;
"Regulatory Information means one of the regulatory information services authorised by the FCA to receive, process
Service" and disseminate regulatory information in respect of listed companies;
"Related Party means the potential placing of Placing Shares with Redefine Properties, as more particularly
Transaction" described in the Prospectus;
"Resolutions" means the resolutions proposed and passed at the Extraordinary General Meeting;
"Restricted Jurisdiction" means any jurisdiction, including but not limited to Australia, Canada, Japan and the United
States, where the extension or availability of the Placing (and any other transaction
contemplated thereby) would (i) result in a requirement to comply with any governmental or
other consent or any registration filing or other formality which the Company regards as
unduly onerous, or (ii) otherwise breach any applicable law or regulation;
"RPL Equity Commitment" means the irrevocable commitment from Redefine Properties to subscribe for such number
of Placing Shares at the Placing Price as equals an aggregate subscription amount of up
to GBP70.0 million, as more particularly described in paragraph 21.4 of Part 15 (Additional
information) of the Prospectus;
"RPL JV" means the potential 50:50 joint venture which would be created in respect of Redefine
AUK in circumstances where the RPL Loan is drawn down and the Company exercises its
rights to convert such loan into equity in the capital of Redefine AUK to be held by
Redefine Properties or otherwise such loan automatically converts three months following
the date of completion of Tranche 2;
"RPL Loan" means the loan facility to be provided by Redefine Global (Pty) Limited (a subsidiary of
Redefine Properties) to the Company in connection with the Acquisition, as more
particularly described in paragraph 21.5 of Part 15 (Additional information) of the
Prospectus;
"Rule 9" means Rule 9 of the UK Takeover Code;
"Rule 9 Independent means the Shareholders, save for any Shareholders who shall not be permitted to vote on
Shareholders" the Rule 9 Waiver Resolution (being the Concert Party and the other Directors who have
irrevocably undertaken to participate in the Placing (being Gavin Tipper, Robert Orr anad
Adrian Horsburgh);
"Rule 9 Waiver Resolution" means the third resolution proposed and passed at the EGM, in relation to approval by the
Rule 9 Independent Shareholders of the Waiver;
"SA" or "South Africa" means the Republic of South Africa;
"Seller" means Aegon UK Property Fund Limited;
"Shareholder" means a holder of Ordinary Shares from time to time;
"South African Companies means the South African Companies Act, 2008 (as amended);
Act"
"South African Placing" means the placing of the South African Placing Shares by Java Capital on behalf of the
Company on the terms set out in the Prospectus and this announcement;
"South African Placing means the placing agreement dated 28 January 2016 between the Company and Java
Agreement" Capital in connection with the South African Placing, as is particularly described in paragraph
21.2 of Part 15 (Additional information) of the Prospectus;
"South African Placing means up to 375,000,000 new Ordinary Shares proposed to be issued by the Company
Shares" pursuant to the South African Placing;
"Stock Exchange News means the Stock Exchange News Service of the JSE;
Services" or "SENS"
"Strate" means Strate Proprietary Limited (Registration number 1998/022242/07), a private company
incorporated with the laws of South Africa and the electronic clearing and settlement system
used by the JSE to settle trades;
"Takeover Panel" or means the UK Panel on Takeovers and Mergers;
"Panel"
"Tranche 1" means pursuant to the Acquisition Agreements, completion of the acquisition of the Tranche
1 Properties;
"Tranche 1 Properties" means the nine properties acquired by the Group on completion of Tranche 1, as set out in
paragraph 21.3 of Part 15 (Additional information) of the Prospectus;
"Tranche 2" means pursuant to the Acquisition Agreements, completion of the acquisition of the Tranche
2 Properties;
"Tranche 2 Properties" means the nine properties (following the disposal of 16 Grosvenor Street, London as
announced by the Company on 21 December 2015) that are proposed to be acquired on
completion of Tranche 2, as set out in paragraph 21.3 of Part 15 (Additional information) of
the Prospectus;
"UK Disclosure and means the disclosure rules and transparency rules made by the UK Listing Authority acting
Transparency Rules" under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time;
"UK Listing Rules" means the rules and regulations made by the FCA in its capacity as the UK Listing Authority
under FSMA and contained in the UK Listing Authority’s publication of the same name;
"UK Placing" means the placing of the UK Placing Shares by the Joint Bookrunners on the terms set out
in the Prospectus and this announcement;
"UK Placing Shares" means up to 375,000,000 new Ordinary Shares proposed 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;
"UK Prospectus Rules" means the prospectus rules of the Financial Conduct Authority made pursuant to Part VI
FSMA;
"UK-REIT" means a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act 2010;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state of the United
States and the District of Columbia;
"US Securities Act" means the US Securities Act of 1933, as amended; and
"Waiver" means the waiver by the Panel of the obligation which would otherwise arise under Rule 9 of
the UK Takeover Code requiring the Concert Party to make an offer for the entire issued
share capital of the Company as a result of the issue of the Placing Shares to Redefine
Properties.
Date: 16/02/2016 09:00:00 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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