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11 Apr 2019 13:49
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Redefine Properties Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | RDI REIT P.L.C. |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
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(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 10 April 2019 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | Yes - Cromwell Property Group |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
| Ordinary shares of 40 pence each | |||
| Interests | Short positions | ||
| Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 111 883 112 | 29.44 |
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(2) Cash-settled derivatives:
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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| 58 778 259 | 15.46 |
TOTAL: | 111 883 112 | 29.44 | 58 778 259 | 15.46 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: |
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Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
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(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | Yes |
| Date of disclosure: | 11 April 2019 |
| Contact name: | Leon Christiaan Kok |
| Telephone number*: | +27 011 283 0000 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | Redefine Properties Limited |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | RDI REIT P.L.C. |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
Ordinary shares of 40 pence each | Exchangeable Bond. See Note 1 below. | Written | 58 778 259 | €2.55 | European | See Note 2 below. |
Note 1:
Redefine issued exchangeable bonds for a total principal amount of EUR150 million. The exchangeable bonds can be settled by cash, the Exchange property or a combination, at Redefine's option. The settlement value is calculated as either the principal amount of EUR150 million or the value of the final Exchange property at the bondholder's option on settlement date. The Exchange property comprises a number of RDI REIT Plc shares. The Exchange property is adjusted during the term of the exchangeable bonds for certain RDI REIT Plc dilutive events, inter alia share sub-divisions, consolidations and redenomination's, rights issues, bonus issues, re-organisations, capital distributions and cash dividends. Currently the Exchange property amounts to 58 778 259 RDI PLC shares.
Note 2:
The bondholder may redeem the bonds on the optional put date being 16 September 2019, or upon the occurrence of a put event, in each case at the principal amount plus accrued interest to the optional put date or the date set for redemption, as the case may be. A "put event" means the occurrence of either of the following: (i) A change of control of Redefine Properties, where any persons and/or parties acting in concert shall own, acquire or control more than 50% of the issued share capital of Redefine or the right to cast more than 50% of the votes which may ordinarily be cast at Redefines' general meetings; or (ii) A free float event, which shall occur if for any period of at least 20 consecutive trading days the number of shares comprising the free float is equal to or less than 20 percent of the total number of issued shares.
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
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It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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