RDI.L Regulatory News (RDI)

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" or the "Company")

 (Incorporated in the Isle of Man)

(Registered number 111198C)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

Extraordinary General Meeting Voting Results

With reference to the prospectus ("Prospectus") published by the Company on 6 November 2013 in relation to the proposed internalisation of its external management function and the Company's conversion to UK-REIT status and associated actions (the "Proposals"), Redefine International is pleased to announce that each of the Resolutions proposed at the Extraordinary General Meeting ("EGM") held earlier today, were duly passed without amendment by the required majority on a vote conducted by way of a poll.

Further details of the Resolutions can be found in the Prospectus.

The results are as set out in the table below:-

As at 29 November 2013 the Company's total issued share capital is 1,057,157,691 ordinary shares of 8 pence each.

*Votes in favour include the discretionary votes

**Percentages are of votes cast

***It should be noted that a vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes for and against the resolution.

As identified in the Prospectus, completion of the acquisition of Redefine International Fund Managers Limited ("RIFM") (the "RIFM Acquisition") is subject to the satisfaction of certain conditions including, inter alia, the prior approval of the South African Reserve Bank ("SARB") to the sale by Redefine Properties Limited of its interest in RIFM. Following the passing of Resolutions 1 and 2, all conditions to completion of the RIFM Acquisition have been satisfied, other than the approval of SARB, which remains outstanding as at the date of this announcement.

The Company is therefore not currently in a position to complete the RIFM Acquisition and thereby internalise its management function as a prior step to proceeding to apply to convert to UK-REIT status. The Company has received advice from its taxation advisers BDO LLP that to proceed to convert to UK-REIT status and to become UK resident for tax purposes prior to the internationalisation of the management function would have a material, negative effect for the Company and its Shareholders. This is because migration to the UK prior to internalisation of the management function would cause the Group to be required to consider various UK tax provisions including, inter alia, the controlled foreign company (CFC) rules in addition to the capital gains attribution provisions (S13) as regards profits (including deemed profits) arising within the Group as a result of share transfers and from the cancellation of the existing management agreements.

Accordingly, the Board has resolved to delay the implementation of the Proposals and the associated giving of notice to convert to UK-REIT status until it is in a position to first internalise management through completion of the RIFM Acquisition. This will happen as soon as possible after SARB approval has been received. The Directors have no reason to believe that such SARB approval will not be obtained in the short term. The sale and purchase agreements entered into by the Company to effect the RIFM Acquisition ("RIFM Acquisition Agreements") provide a longstop date for satisfaction of all conditions by 9 December 2013, unless otherwise agreed by the parties. To allow further flexibility to proceed to completion of the RIFM Acquisition in this regard, each of the Company, Corovest Offshore Limited and Redefine Properties Limited (including its subsidiary Madison Property Fund Managers Limited) have agreed to extend the longstop date under the RIFM Acquisition Agreements to 31 December 2013. The Company will continue to monitor the obtaining of such SARB approval and will issue a further announcement in due course to provide a revised timetable for implementation of the Proposals once a response from SARB has been received.

Further, regarding the CMC Acquisition Agreement (as defined in the Prospectus), it has been confirmed that the consideration for the Berlin shopping centre will be satisfied by way of an issue of 19,090,863 Ordinary Shares in Redefine International ("CMC Consideration Shares") (the precise number having being determined pursuant to the Sterling: Euro exchange rate on 27 November 2013 in agreement with the sellers of such Berlin shopping centre).

An application will be made for the CMC Consideration Shares to be admitted to the Premium Segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities and to the JSE's Main Board. It is expected that Admission will become effective and that dealings on the London Stock Exchange and the JSE in such Ordinary Shares will commence at 8:00 a.m. (London time) and 9:00 a.m. (SA time) on 6 December 2013 and these shares will rank pari passu in all respects with the Company's existing ordinary shares of 8 pence each ("Ordinary Shares") in issue.

Following Admission of the CMC Consideration Shares the total number of voting rights in the Company will be 1,076,248,554. The figure of 1,076,248,554 Ordinary Shares 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 Financial Services Authority's Disclosure and Transparency Rules. In accordance with paragraph 6(a) of Appendix 1 of the City Code on Takeovers and Mergers, following Admission of the CMC Consideration Shares the total shareholdings of the Concert Party and the Concert Party Directors (both terms as defined in the Prospectus) in relation to the CMC Acquisition Agreement will be as follows:

In accordance with LR 9.6.2 R of the UK Listing Rules, copies of all resolutions passed by the Company, other than resolutions concerning ordinary business, have been submitted to the National Storage Mechanism in the UK and will shortly be available for inspection at www.Hemscott.com/nsm.do and can also be viewed on the Company's website at www.redefineinternational.com. The Prospectus has also been submitted to the National Storage Mechanism and is available for inspection at www.hemscott.com/nsm.do.

Redefine International has a primary listing on the London Stock Exchange and a secondary listing on the JSE.

For further information, please contact:

This announcement should be read in conjunction with the full text of the Prospectus published on 6 December 2013 available on the Company's website at www.redefineinternational.com. Defined terms used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires.