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REDEFINE PROPERTIES LIMITED - Finalisation Of Acquisition Of A Majority Interest In Echo Prime Properties B.V.

Release Date: 01/06/2016 13:30
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Finalisation Of Acquisition Of A Majority Interest In Echo Prime Properties B.V.

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
(“Redefine” or “the company”)


FINALISATION OF ACQUISITION OF A MAJORITY INTEREST IN ECHO PRIME PROPERTIES B.V.


Redefine shareholders are referred to the announcement released on 1 March 2016, advising that the company had concluded an
agreement with Echo Investment S.A. (“Echo”) and Echo Prime Properties B.V. (“EPP”) in terms of which Redefine will acquire
a majority interest in EPP, which indirectly owns a portfolio of prime real estate assets throughout Poland (the
“EPP transaction”).

Redefine is now pleased to announce that all conditions precedent to the EPP transaction have been fulfilled and that the
EPP transaction is being implemented on 1 June 2016. The implementation of the EPP transaction will see Redefine acquire (from
Echo) and subscribe for (from EPP) ordinary shares representing 75% plus one share of the total issued share capital of EPP.
Shareholders are referred to the announcement of 1 March 2016 for full details of the EPP transaction.

As announced, it was always Redefine’s intention to reduce its shareholding in EPP to approximately 50% through the immediate
on-sale of approximately 25% of EPP’s total issued shares. On this basis, shareholders are advised that Redefine has concluded
agreements with a consortium of co-investors in terms of which such co-investors will together acquire from Redefine a beneficial
interest in approximately 25% of EPP’s total issued shares (the “co-investor shares”), which has the effect of reducing Redefine’s
beneficial shareholding in EPP upon implementation of the EPP transaction to approximately 50% (the “co-investment
transactions”). The consideration payable by the co-investors for each co-investor share will be equivalent to the consideration
payable by Redefine for its shares in EPP, plus the co-investors’ share of the costs incurred by Redefine in relation to the EPP
transaction, escalated at 8% nacm from the date they were incurred.

The co-investor shares will remain registered in the name of Redefine (acting as nominee) and are subject to pre-emptive rights in
favour of Redefine.

The co-investment transactions are being implemented on a back-to-back basis with the EPP transaction with the co-investors
effectively assuming the commercial rights and obligations associated with their shareholding in EPP on 1 June 2016.



1 June 2016

Corporate advisor and sponsor                           South African legal advisor
Java Capital                                            Cliffe Dekker Hofmeyr


UK legal advisor                                        Polish legal advisor
Pinsent Masons                                          Kochanski Zieba

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