Wrap Text
Results of placing
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
(“Redefine International” or “the Company”)
RESULTS OF PLACING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,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 THE ANNOUNCEMENT OF THE PLACING RELEASED BY THE COMPANY EARLIER TODAY (THE
“PLACING ANNOUNCEMENT”), ANY INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY ON 28 JANUARY 2016 (THE
"PROSPECTUS") AND ANY SUPPLEMENT THERETOAND 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.
17 February 2016
Redefine International, the FTSE 250 income focused UK-REIT is pleased to advise of the successful completion of the
Placing announced earlier today.
A total of 270,588,236 new Ordinary Shares in Redefine International (the "Placing Shares") were placed by Peel Hunt,
J.P. Morgan Cazenove and Java Capital, raising gross proceeds of approximately £115.0 million and net proceeds of
approximately £109.0 million (including the cost of the RPL Fee). The Board has taken the decision to increase the deal
size above the minimum of £100.0million, raising an additional £15.0million of gross proceeds, as a result of strong
demand from Placees. These additional proceeds will be used to pay down debt in the short term and in due course for
disciplined asset management purposes.
The UK Placing Shares have been issued at a price of 42.5 pence per Placing Share and the South African Placing Shares
at a price of R9.75 per Placing Share. The Placing Price per South African Placing Share is 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). The Placing Shares being issued represent, in aggregate,
approximately 15.32 per cent. of Redefine International's issued ordinary share capital immediately following Admission.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares,
including the right to receive all future dividends and distributions declared, made or paid.
Redefine Properties Limited (“Redefine Properties”) was allocated a total of 81,373,179 Placing Shares, representing
30.07 per cent. of the Placing Shares, equating to an aggregate subscription amount of £34.6 million at the Placing Price.
Directors' participation
As was disclosed in the Prospectus, certain of the Directors irrevocably agreed to subscribe for Placing Shares. The
following Directors participated in the Placing at the Placing Price as follows:
Name Number of Placing Number of Ordinary Percentage of
Shares Shares held on Enlarged Share
Admission Capital
Michael Watters(1) 352,941 6,515,638 0.37
Adrian Horsburgh(2) 10,000 10,000 0.00
Robert Orr(2) 23,529 23,529 0.00
Gavin Tipper 100,000 508,630 0.03
Marc Wainer(3)(4) 195,000 1,676,545 0.09
Notes:
(1) Michael Watters' shareholding is held indirectly through two pension fund structures.
(2) The percentage interest in the Ordinary Share capital held by Adrian Horsburgh and Robert Orr rounds down to 0.00
per cent.
(3) Marc Wainer has subscribed for 175,000 Placing Shares (to be held in the name of his Drawood Trust) and his wife
has subscribed for 20,000 Placing Shares.
(4) Marc Wainer's beneficial interest is held through the 123,774 shareholding in the name of his wife (following her
subscription of 20,000 Placing Shares), the 2,755,541 shareholding held by Ellwain Investments (Pty) Limited, of which
he is a 50 per cent shareholder, and the 175,000 shareholding to be held by his Drawood Trust.
Concert Party's interests
The following are the interests of the members of the Concert Party, whether held directly or indirectly, in the voting
rights of the Company immediately following Admission:
Name Number of Ordinary Shares Percentage of Enlarged
held on Admission Share Capital
Redefine Properties(6) 531,130,464 30.07
Bernard Nackan (3) 19,023 0.00
Marc Wainer (4) (5) 1,676,545 0.09
Michael Watters (1)(2) 6,515,638 0.37
Stephen Carlin 3,186,660 0.18
TOTAL 542,528,330 30.72
Notes:
(1) Michael Watters has subscribed for352,941 Placing Shares at the Placing Price for an aggregate amount of £150,000.
(2) Michael Watters' shareholding is held indirectly through two pension fund structures.
(3) The percentage interest in the Ordinary Share capital held by Bernard Nackan rounds down to 0.00 per cent.
(4) Marc Wainer has subscribed for 175,000 Placing Shares at the Placing Price (to be held through his Drawood Trust)
for an aggregate amount of £74,375. His wife has also subscribed for 20,000 Placing Shares at the Placing Price for
an aggregate amount of £8,500.
(5) Marc Wainer's beneficial interest is held through the 123,774 shareholding in the name of his wife (following her
subscription of 20,000 Placing Shares), the 2,755,541 shareholding held by Ellwain Investments (Pty) Limited, of
which he is a 50 per cent. Shareholder, and the 175,000 shareholding held by his Drawood Trust.
(6) Redefine Properties has been allocated 81,373,179 Placing Shares at the Placing Price for an aggregate amount of
£34,583,601.
Furthermore, as set out in the Prospectus and on the basis of the potential award of Ordinary Shares pursuant to the
Company’s Performance Share Plan, as approved at the extraordinary general meeting on 29 November 2013, the
maximum interest of Michael Watters following the Placing will therefore be 13,515,638 Ordinary Shares (representing
0.77 per cent. of the issued share capital of the Company) and the maximum interest of the Concert Party will be
549,528,330 Ordinary Shares (representing 31.11 per cent. of the issued share capital of the Company).
Shareholders’ Interests
Insofar as is known to the Directors, the following are the interests (within the meaning of the Companies Act) of each of
the persons (other than the Directors) which will hold, directly or indirectly, voting rights in respect of three per cent or
more of the Company’s issued share capital immediately following Admission.
Name Number of Ordinary Shares Percentage of Enlarged
held on Admission Share Capital
Redefine Properties(1) 531,130,464 30.07
Allan Gray Unit Trust 57,348,481 3.25
Manager (RF) (Pty) Limited(2)
Notes:
(1) Redefine Properties has subscribed for 81,373,179 Placing Shares at the Placing Price for an aggregate amount of
£34,583,601.
(2) Allan Gray Unit Trust Management (RF) (Pty) Limited has not participated in the Placing.
Admission
Application will be made for 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. The Company will also apply to the JSE for the
listing and trading of the Placing Shares on the Main Board of the JSE. It is expected that the admission of the Placing
Shares on the London Stock Exchange and the JSE will become effective on 23 February 2016.
The Placing is conditional, inter alia, upon Admission becoming effective and the Placing Agreement and the South
African Placing Agreement becoming unconditional and not being terminated. It is anticipated that the settlement date
will be 23 February 2016.
Total voting rights
Following Admission, the total number of voting rights in the Company will be 1,766,155,123. No Ordinary Shares are
held in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of
the Company under the UK Disclosure and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus.
Peel Hunt and JPMC acted as joint bookrunners in respect of the UK Placing and Java Capital acted as bookrunner in
respect of the South African Placing.
Commenting, Mike Watters, Chief Executive of the Company said:
"Today’s successful placing is a strong endorsement of the Company’s strategy and the hard work that has been done, not
just over recent months in securing this important off-market acquisition, but also in transforming Redefine International’s
corporate structure and asset base over the last five years, which itself has delivered annualised total shareholder returns of
13 per cent.
The acquisition of the AUK Portfolio has been undertaken in the firm belief that income returns and rental growth will
become increasingly important to delivering returns as we move through the next phase of the property cycle, and it will
help ensure that our entire portfolio will be well placed to grow in terms of capital value and income over the long term.
Accordingly, I would like to thank the staff and management at the Company for their hard work, and also our
shareholders for their ongoing support as we continue to grow the business.”
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 the Placing
Announcement released by the Company earlier today, the Prospectusand 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 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.
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.
Redefine International has a primary listing on the London Stock Exchange and a secondary listing on the Main Board of
the Johannesburg Stock Exchange.
Date: 17/02/2016 07:05:00 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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