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Disposal of Cromwell Securities
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”)
DISPOSAL OF CROMWELL SECURITIES
1. INTRODUCTION AND RATIONALE FOR THE DISPOSAL
Shareholders are advised that Redefine Global Proprietary Limited (“RGPL”), a wholly-owned subsidiary
of Redefine, has concluded an agreement to dispose of 386 538 850 stapled securities in the Cromwell
Property Group (“Cromwell”) (the “sold Cromwell securities”) for an aggregate sale consideration of
AUD405 865 792.50 to ARA Real Estate Investors XXI Pte Ltd (the “purchaser”) (the “disposal”).
Cromwell is an Australian real estate fund manager listed on the Australian Securities Exchange. Following
the disposal of the sold Cromwell securities Redefine will continue to hold 60 million Cromwell securities,
representing 3.09% of the Cromwell securities in issue, as a long-term investment. Operating in a
constrained and costly capital environment, recycling of capital has become a prominent feature of
Redefine's funding strategy to efficiently source capital and improve credit metrics. To sustain value
creation for all stakeholders Redefine seeks to optimize its allocation of capital through active asset
management. The sale of the majority holding in Cromwell significantly advances these strategic
objectives.
2. TERMS OF THE DISPOSAL
RGPL will sell the sold Cromwell securities to the purchaser on or before the fifth trading day after the date
on which the conditions precedent to the disposal have been satisfied or waived (the “completion date”).
RGPL is entitled to receive the quarterly distributions accrued to the sold Cromwell securities up to the
completion date. Accordingly, any such accrued distribution received by the purchaser will be paid to
RGBL, net of any Australian withholding tax.
The proceeds of the disposal will be used to reduce Redefine’s local debt facilities, reducing Redefine’s
loan to value ratio and bolstering Redefine’s liquidity.
The disposal remains subject to the satisfaction or waiver of the following conditions precedent:
- the Australian Foreign Investment Review Board approving the disposal;
- Andrew Konig resigning as a director of each of the Cromwell entities and a representative of the
purchaser being appointed in his place;
- the voting rights attached to the sold Cromwell securities being exercised as directed by the purchaser
at all general meetings of Cromwell that are held before the completion date; and
- there is no breach of any of the representations or warranties provided by RGPL in respect of the
disposal prior to the completion date.
The disposal agreement contains undertakings, warranties and indemnities that are normal for a disposal of
this nature.
3. FINANCIAL INFORMATION
As at 31 August 2017, the net asset value of Redefine’s total investment in Cromwell was AUD475 668 093
or R4 889 868 000 (at exchange rate of AUD 1.00 : ZAR10.28, being the spot rate on 31 August 2017).
The proceeds on disposal of the sold Cromwell securities is AUD405 865 792 or R3 725 847 971 (at an
exchange rate of AUD1.00 /ZAR9.18, being the spot rate on 6 March 2018). Following the disposal,
Redefine will retain 60 million Cromwell securities, which have a current market value of AUD60 600 000
or R556 308 000 (at an exchange rate of AUD1.00 : ZAR9.18, being the spot rate on 6 March 2018).
For the financial year ended 31 August 2017, Redefine received dividends of R380 069 000 in respect of
its investment in Cromwell. Redefine’s investment in Cromwell was equity accounted, resulting in the
recognition of equity-accounted earnings of R723 877 000.
4. CATEGORISATION OF THE DISPOSAL
The disposal is classified as a category 2 transaction in terms of the JSE Listings Requirements.
Accordingly, it is not subject to approval by shareholders.
7 March 2018
Sponsor
Java Capital
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