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REDEFINE PROPERTIES LIMITED - Small related party transaction update

Release Date: 30/08/2016 17:20
Code(s): RDF     PDF:  
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Small related party transaction update

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”)


SMALL RELATED PARTY TRANSACTION UPDATE


Shareholders are referred to the announcement dated 1 March 2016, in which they were advised that, as part
of the sale by Redefine of certain of its shares in Echo Polska Properties N.V. (“EPP”) to various co-
investors, the company had agreed that certain of the executive directors of Redefine would be entitled to
acquire 5% of the issued share capital at a price equivalent to the price being paid by Redefine for its shares
in EPP.

In terms of the agreement, Marc Wainer, Andrew Konig, David Rice, Leon Kok and Mike Ruttel (or an
entity or entities nominated by them) (collectively the “Purchaser”) (i) are acquiring (the “acquisition”)
25 726 427 shares in EPP (the “EPP stake”) from Redefine with effect from the date on which Redefine
acquired its shareholding in EPP and for a cash consideration payable on implementation, equivalent (on a
pro rata basis) to the total amount paid by Redefine for its investment in EPP, plus an amount equivalent to
the pro rata portion of all costs incurred by Redefine in acquiring its shareholding in EPP; plus an amount
equivalent to the pro rata portion of all the interest paid by Redefine on the debt used to fund its investment
in EPP for the period between that investment and the implementation of the acquisition; less an amount
equivalent to the pro rata portion of any distributions received by Redefine on its investment in EPP during
the period in question (the “acquisition price”); and (ii) have been granted a put option in terms of which
they may dispose of the EPP stake to a wholly-owned subsidiary of Redefine, for a 12 month period at an
amount equivalent to the acquisition price, in consideration for an option premium of €1.25 million (payable
by the Purchaser in cash) and an indemnity against any losses.

The acquisition price will be used by Redefine to repay a portion of the debt raised to acquire its
shareholding in EPP.

Mazars Corporate Finance Proprietary Limited (“Mazars”), who were appointed as the independent expert
by Redefine, have concluded that the terms of the acquisition and put option are fair to Redefine
shareholders. As required in terms of section 10.7(b) of the JSE Listings Requirements, the board of
Redefine hereby confirms that it is of the opinion that the acquisition is fair insofar as shareholders are
concerned, as reflected in the Mazars fairness opinion. Copies of the Mazars fairness opinion will be
available for inspection at Redefine’s offices (2 Arnold Road, Rosebank 2196) for a period of 28 days from
the date of this announcement.


30 August 2016


Sponsor

Java Capital

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