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Scheme of arrangement circular sent to shareholders of International Hotel Properties Limited
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”)
SCHEME OF ARRANGEMENT CIRCULAR SENT TO SHAREHOLDERS OF INTERNATIONAL HOTEL PROPERTIES LIMITED
Further to the announcement on 19 July 2017, regarding a proposal to increase the Company’s shareholding in
International Hotel Properties Limited (“IHL”) from 17.24% to 50%, Redefine International is pleased to announce that
IHL has today sent a circular to its shareholders outlining the terms by which Redefine International will acquire
16,429,687 IHL shares from the IHL minority shareholders by way of a scheme of arrangement under the BVI Business
Companies Act, 2004 (the “Transaction”). The Transaction remains subject to IHL shareholder approval.
Post implementation of the Transaction and outside of the scheme of arrangement, a further 1,913,479 IHL shares will
be acquired from Redefine Properties Limited (the “RDF Shares”).
The shares acquired include the acquisition of 2,410,315 IHL shares from Marc Wainer and his associates, 28,316 IHL
shares from Mike Watters, both of whom are directors of Redefine International and 1,913,479 from Redefine Properties
Limited, a substantial shareholder of the Company (collectively, the “Related Parties”). Each of the Related Parties has
agreed to accept the terms of the Transaction, which are the same as those offered to all other minority shareholders.
The transaction with Redefine Properties Limited constitutes a smaller related party transaction and falls within LR
11.1.10 R of the UK Listing Rules.
A total of 45,857,915 new Redefine International shares will be issued as consideration for the Transaction and RDF
Shares, which equates to a share swap ratio of 2.5 Redefine International shares for every 1 IHL share held and, if IHL
shareholder approval is obtained and the Transaction completes, the Related Parties will be issued the following shares
in Redefine International: -
Redefine New Redefine
International shares % of Current Issued International % of New Issued
Party allotted Share Capital shareholding Share Capital
Mike Watters 70,790 0.01 6,586,428 0.35
Marc Wainer* 3,157,846* 0.17 4,838,210 0.26
Redefine Properties Ltd 4,783,698 0.26 544,418,946 29.05
*Marc Wainer’s beneficial interest will include 35,332 shares held in his name, 72,735 shares held in his wife’s name, 181,838 shares held in the
name of Drawood Trust and 5,735,882 shares held by Ellwain Investments (Pty) Limited, of which he is a 50% shareholder.
Further details and a copy of the circular can be found on the IHL website
http://www.internationalhotelproperties.com/news/
For further information:
Redefine International P.L.C.
Mike Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20 3727 1000
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet, Lizelle du Toit Tel: +27 (0) 11 447 3030
Java Capital
JSE Sponsor Tel: +27 (0) 11 722 3050
Note to editors:
About Redefine International
Redefine International is an income focused FTSE 250 UK Real Estate Investment Trust (UK-REIT) committed to
delivering superior distributions to its shareholders throughout the property cycle.
The Company’s income driven total returns are underpinned by a diversified portfolio, together with an efficient capital
structure. The continued transformation of both the corporate structure and asset base offer a solid foundation to drive
further value. At 28 February 2017, the diversified portfolio, independently valued at £1.5 billion, is focused in Europe's
two strongest economies, being the United Kingdom and Germany. The portfolio is weighted towards well located
properties across a range of sectors, including retail, offices, distribution and hotels, which benefit from strong demand
and from which they can capture income and value growth by attracting high calibre occupiers on long leases. The
Company’s investment philosophy is to effectively allocate recycled capital from mature assets into sectors and
locations with strong occupier fundamentals and individual assets with realisable upside.
The secure income stream is supported by a diversified portfolio and tenant base, with a WAULT of 7.5 years
complemented by an average debt maturity of 6.8 years of which over 95% of interest costs are either fixed or capped.
The Company is focused on all aspects impacting shareholder distributions and boasts one of the lowest cost ratios in
the industry whilst continuously driving lower cost of debt.
Redefine International holds a primary listing on the London Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange (“JSE”) and is included within the FTSE 250, EPRA and GPR indices.
For more information on Redefine International, please refer to the Company’s website www.redefineinternational.com.
About International Hotel Properties Limited
IHL is a hotel and leisure focused property Investment Company that owns nine hotels in the UK. The Company’s
shares are currently listed on the Euro MTF market of the Luxembourg Stock Exchange, which constitutes its primary
listing, and on the AltX of the JSE which constitutes its secondary listing.
For more information on IHL, please refer to the Company’s website http://www.internationalhotelproperties.com
24 August 2017
Date: 24/08/2017 05:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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