RDI.L Regulatory News (RDI)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3.2R OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES IN REDEFINE INTERNATIONAL P.L.C. OR IN ANY OTHER ENTITY IN ANY JURISDICTION, INCLUDING TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY PLACING SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION AND TERMS CONTAINED IN THIS ANNOUNCEMENT, ANY INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY ON 28 JANUARY 2016 AND ANY SUPPLEMENT THERETO AND ANY INFORMATION PUBLICLY RELEASED TO A REGULATORY INFORMATION SERVICE AND SENS BY OR ON BEHALF OF THE COMPANY ON OR PRIOR TO THE DATE OF THIS ANNOUNCEMENT .

16 February 2016

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" or the "Company")

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

Placing to raise minimum proceeds of £100 million

Following the Extraordinary General Meeting held on 15 February 2016, at which all Resolutions were passed, Redefine International, the FTSE 250 income focused UK-REIT, today announces a placing (the "Placing") of up to 375,000,000 new Ordinary Shares (the "Placing Shares").

Highlights:

· Placing to raise gross proceeds in excess of £100.0 million to finance Tranche 2 of the transformational acquisition of the AUK Portfolio, as announced on 7 September 2015

· The Board may take the decision to increase the size of the Placing, up to an amount of £150.0 million, if there is sufficient demand from Placees

· Redefine Properties has irrevocably committed to subscribe for up to such number of Placing Shares at the Placing Price as equals an aggregate amount of up to £70.0 million. If there is sufficient demand from other Placees, the Board intends to scale back Redefine Properties' subscription, subject to Redefine Properties maintaining its pro-rata shareholding of 30.07 per cent

· Any excess proceeds up to £50.0 million raised above the £100.0 million minimum required to finance Tranche 2 would be used, inter alia, to provide capital for further disciplined asset management opportunities within the Group's existing portfolio, as well as potential new investment opportunities. Additionally, any excess equity raised would support the refinancing and restructuring of the Group's existing facilities at lower leverage levels

Placing

The Placing comprises two separate but simultaneous and co-ordinated placings. Placees are able to participate outside of South Africa and subscribe for Placing Shares in Pounds Sterling pursuant to the UK Placing, or to participate in South Africa and subscribe for Placing Shares in Rand pursuant to the South African Placing. Investors who participate in the UK Placing would be required to take up the Placing Shares in Pounds Sterling. Investors who participate in the South African Placing would be required to take up the Placing Shares in Rand. The South African Placing is subject to a minimum application of R1 million per investor, acting as principal, except for those categories of exempted persons contemplated in section 96(1)(a) of the South African Companies Act. The South African Placing will be undertaken with certain existing shareholders and new institutional investors. Members of the public (other than any member of the South African public who acts as principal and offers to subscribe for a minimum of R1 million worth of Placing Shares and those categories of exempted persons contemplated in section 96(1)(a) of the South African Companies Act) may not participate in the South African Placing. Similarly, the UK Placing will be undertaken with certain existing and new institutional investors only.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild process (the "Bookbuild") to be carried out by Peel Hunt and J.P. Morgan Cazenove (in respect of the UK Placing) and Java Capital (in respect of the South African Placing) (the "Bookrunners"). The book will open with immediate effect and may close at any time thereafter. The timing of the closing of the book, the Placing Price and the number of Placing Shares will be agreed between the Bookrunners and the Company following completion of the Bookbuild and will then be announced as soon as practicable on a Regulatory Information Service in the UK and the Stock Exchange News Service of the JSE ("SENS") (the "Placing Results Announcement").

Redefine Properties has irrevocably agreed to subscribe for such number of Placing Shares at the Placing Price as equals an aggregate subscription amount of up to £70.0 million, pursuant to the RPL Equity Commitment (as is described in paragraph 21.4 of Part 15 (Additional Information) of the Prospectus). The RPL Equity Commitment is subject to the Placing Price not being higher than the Maximum RPL Price.

The Company is seeking to raise a minimum additional aggregate £30.0 million from other Placees in order to raise an aggregate minimum amount of £100.0 million (gross) through the Placing. If there is the successful procurement of Placees (other than Redefine Properties), the Board intends to scale back Redefine Properties' maximum participation of up to £70.0 million on a pound for pound basis, for every pound raised from other Placees in excess of the additional aggregate £30.0 million, subject to Redefine Properties' entitlement to participate in the Placing at the level which would maintain its current 30.07 per cent shareholding in the Company.

If there is sufficient demand from Placees (including from Redefine Properties, to the extent that it seeks to participate in excess of its pro-rata entitlement in the Placing, subject to its terms and conditions), the Board may then decide to increase the size of the Placing up to a maximum amount of £150.0 million.

The Joint UK Bookrunners are underwriting credit risk on the Placees under the UK Placing (other than Redefine Properties). Java Capital is not underwriting credit risk on the Placees under the South African Placing. Accordingly, to the extent that South African Placees do not take up and pay for their allocation in full, the amount raised by the Company may be less than the amount announced as having been allocated. However, the Placing is conditional on the gross proceeds received by the Company being £100.0 million or more.

The Placing Price per UK Placing Share will be determined by the Directors and the Bookrunners, following their assessment of market conditions and discussions with a number of institutional investors during the course of the Bookbuild. In any event, in accordance with Listing Rule 9.5.10R, the Placing Price will not be at a discount of more than 10 per cent to the middle market price of the Ordinary Shares at the time of agreeing the Placing.

The Placing Price per South African Placing Share will be the equivalent price of a UK Placing Share in Rand (subject only to adjustment in terms of the prevailing exchange rate agreed between the Bookrunners and the Company at the time of the Bookbuild).

If there is sufficient demand from investors to subscribe for Placing Shares at a higher price than the Maximum RPL Price, such that the Company can raise the minimum proceeds of £100.0 million without recourse to the RPL Equity Commitment, then the Placing Price may be set at a higher price than the Maximum RPL Price and Redefine Properties would not be obliged to subscribe for any Placing Shares under the RPL Equity Commitment unless it agrees to subscribe for Placing Shares at the higher price.

The UK Placing is conditional upon, inter alia, the following:

· the Company raising gross proceeds of at least £100.0 million through the Placing;

· the Placing Agreement becoming unconditional; and

· Admission becoming effective by not later than 8.00 a.m. (London time) on 23 February 2016 or such later time and/or date as the Company and the Joint UK Bookrunners may agree (being not later than 8.00 a.m. (London time) on 31 May 2016).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the UK Placing will not proceed, and the Company will utilise the RPL Loan in order to complete the acquisition of the Tranche 2 Properties, to the extent that the South African Placing has not otherwise taken place and raised sufficient funds.

The South African Placing is conditional upon, inter alia, the following:

· the Company raising gross proceeds of at least £100.0 million through the Placing;

· the South African Placing Agreement becoming unconditional; and

· Admission becoming effective by not later than 9.00 a.m. (South African time) on 23 February 2016 or such later time and/or date as the Company and the Bookrunners may agree (being not later than 9.00 a.m. (South African time) on 31 May 2016).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the South African Placing will not proceed, and the Company will utilise the RPL Loan in order to complete the acquisition of the Tranche 2 Properties, to the extent that the UK Placing has not taken place and raised sufficient funds.

Admission

 Application will be made for the Placing Shares to be (a) admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and (b) listed and traded on the Main Board of the JSE. It is expected that Admission of the Placing Shares will become effective and dealings will commence by 8.00 a.m. (London time) on 23 February 2016 in respect of the UK Placing Shares and 9.00 a.m. (South African time) on 23 February 2016 in respect of the South African Placing Shares, whereupon an announcement will be made by the Company to a Regulatory Information Service and on SENS.

As the Placing will not involve a pre-emptive offer of shares to Existing Shareholders, Existing Shareholders who do not (or are not permitted to) participate in the Placing will suffer a maximum dilution of up to 20.0 per cent to their interests in the Company (assuming a fundraising of £150.0 million where 375,000,000 Placing Shares are issued pursuant to the Placing at the Minimum Placing Price).

The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral or written offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making a legally binding offer on and subject to the terms and conditions in it, and to be providing the representations, warranties, confirmations, acknowledgements and agreements contained in the Appendix.

Further enquiries:

Redefine International Tel: +44 (0) 20 7811 0100

Michael Watters

Stephen Oakenfull

Peel Hunt Tel: +44 (0) 20 7418 8900

Capel Irwin

Hugh Preston

Alastair Rae

J.P. Morgan Cazenove Tel: +44 (0) 20 7742 4000

Bronson Albery

Nicholas Hall

Tara Morrison

Anne Ross

Java Capital Tel: + 27 (0) 11 722 3050

Warren Lawlor Email: RedefineInternational@javacapital.co.za

Errol Germon

Gareth Earl

FTI Consulting Tel: +44 (0) 20 3727 1000

UK Public Relations Adviser

Dido Laurimore

Claire Turvey

Ellie Sweeney

FTI Consulting Tel: + 27 (0) 11 214 2402

SA Public Relations Adviser

Max Gebhardt

Trevor Jones

IMPORTANT NOTICES

This announcement is not a prospectus or a prospectus equivalent document but an advertisement and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement is for information only and does not constitute a recommendation regarding any securities. Investors should not subscribe for or purchase any Placing Shares referred to in this announcement, except exclusively on the basis of the information contained in this announcement, the Prospectus and any information publicly released to a regulatory information service and SENS by or on behalf of the Company on or prior to the date of this announcement. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as UK sponsor and joint UK bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA is acting as joint UK bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

Java Capital Proprietary Limited ("Java Capital") is acting as JSE sponsor, SA corporate adviser and SA bookrunner to the Company in relation to the Placing and no-one else and will not be responsible to anyone other than the Company in relation to the Placing or any other matter referred to in this announcement.

Aside from the responsibilities and liabilities, if any, which may be imposed under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or any other applicable regulatory regime, none of Peel Hunt, JPMC, Java Capital or any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing and nothing in this announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Peel Hunt, JPMC and Java Capital and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or to US Persons (as such term is defined in Regulation S of the US Securities Act 1933, as amended (the "US Securities Act"), Australia, Canada or Japan or any jurisdiction into which the release, publication or distribution would be unlawful.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares to any person, including those with a registered address in, or who are resident in, the United States or any other Restricted Jurisdiction or to US Persons. No placing or other offering is being made pursuant to this announcement and the Prospectus. No action has been taken by the Company or the Bookrunners that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been and will not be registered under the US Securities Act 1933, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction, or any other Restricted Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or within the United States (as defined in Regulation S under the US Securities Act ("Regulation S")) unless any offer and sale of Placing Shares has been registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares are being offered or sold outside the United States in reliance on Regulation S. This announcement does not constitute an offer to sell or a solicitation of an offer to buy Placing Shares in any jurisdiction in which such offer or solicitation is unlawful. No public offering of the shares referred to in this announcement is being made in the United States, Australia, Canada or Japan or any jurisdiction in which such public offering would be unlawful. Neither this announcement, the Prospectus nor any other document connected with the Placing will be distributed in or into the United States or any of the other Restricted Jurisdictions.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the Directors concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the UK Listing Rules, UK Prospectus Rules, the UK Disclosure and Transparency Rules and the JSE Listing Requirements, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

You are advised to read this announcement and the Prospectus and the information incorporated by reference therein in their entirety for a further discussion of the factors that could affect the Company or the Group's future performance and the industry in which they operate. In light of these risks and uncertainties, the events described in the forward-looking statements in this announcement may not occur.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt, JPMC or Java Capital or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Neither Peel Hunt, JPMC nor Java Capital nor any of their affiliates or agents shall have any obligation to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares. 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

Terms and Conditions - Important Information for Placees only regarding the Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR TO A US PERSON, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (D) PERSONS IN SOUTH AFRICA WHO ARE "SOUTH AFRICAN ELIGIBLE INVESTORS" (BEING THOSE CATEGORIES OF EXEMPTED PERSONS ENVISAGED IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, 2008, OR WHO SUBSCRIBE, AS PRINCIPAL, FOR ORDINARY SHARES AT A MINIMUM PLACING PRICE OF R1,000,000, AS ENVISAGED IN SECTION 96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT, 2008) (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C) AND (D) ABOVE TOGETHER BEING REFERRED TO IN THIS APPENDIX AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating, making an offer and acquiring Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

b) it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Appendix, and that it (and any such account) is outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act and is not a US Person (as defined in Regulation S); and

c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the European Economic Area which has implemented the Prospectus Directive, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act in an offshore transaction (as such term is defined in Regulation S under the Securities Act) to persons who are not US Persons (as defined in Regulation S) and in South Africa only to persons who are South African Eligible Investors.

No prospectus has been lodged with or registered by the securities commission of any state, province or territory of Canada, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, or any other jurisdiction outside the United Kingdom or South Africa.

The distribution of this Announcement (including this Appendix) and the Placing or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunners or any of their affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement (including this Appendix) or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are required by the Company and the Bookrunners to inform themselves about and to observe any such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the UK Placing and the South African Placing

The Company and the Joint UK Bookrunners have entered into the Placing Agreement under which, subject to the terms and conditions set out therein, each of the Joint UK Bookrunners has agreed to use reasonable endeavours to procure subscribers for the UK Placing Shares.

The UK Placing is conditional upon the Placing Agreement becoming unconditional in all respects, including, inter alia, Admission occurring not later than 8.00 a.m. (London time) on 23 February 2016 (or such later time and/or date as may be agreed between the Company and the Joint UK Bookrunners, being not later than 8.00 a.m. (London time) on 31 May 2016), and the Placing Agreement not being terminated in accordance with its terms.

The Company and Java Capital have entered into the South African Placing Agreement under which, subject to the terms and conditions set out therein, Java Capital has agreed to use reasonable endeavours to procure subscribers in South Africa for the South African Placing Shares.

The South African Placing is conditional upon the South African Placing Agreement becoming unconditional in all respects, including, inter alia, Admission occurring not later than 9.00 a.m. (South African time) on 23 February 2016 (or such later date as may be agreed between the Company, the Bookrunners, being not later than 9.00 a.m. (South African time) on 31 May 2016), and the South African Placing Agreement not being terminated in accordance with its terms.

The Placing Shares will, when issued, be subject to the Articles of Association of the Company, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares then in issue including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of the Placing Agreement and the South African Placing Agreement.

As part of the UK Placing, the Company has agreed with the Joint UK Bookrunners that it will not, for a period of 60 days after the date of Admission, enter into, or incur any obligation to make, any commitment or agreement, or put itself in a position where it is obliged to announce that any commitment or agreement may be entered into or made, which in either case is or might be material in the context of the Placing, without the prior written approval of the Joint UK Bookrunners. The Company has further agreed with the Joint UK Bookrunners that, except for the issue and allotment of the Placing Shares and other than pursuant to such share option schemes as are described in the Prospectus, it will not, for a period of 60 days after the date of Admission, issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, or publicly announce any intention to do any such things, without the prior approval of the Joint UK Bookrunners.

The Joint UK Bookrunners will be underwriting credit risk on the Placees under the UK Placing (other than Redefine Properties). Java Capital will not be underwriting credit risk on the Placees under the South African Placing. Accordingly, to the extent that South African Placees do not take up and pay for their allocation in full, the amount raised by the Company may be less than the amount announced as having been allocated. However, the Placing will be conditional on, inter alia, the gross proceeds received by the Company being £100.0 million or more.

Application for Admission

Application will be made for the Placing Shares to be admitted (i) to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities and (ii) to listing and trading on the Main Board of the JSE.

It is expected that Admission will take place at 8.00 a.m. London time on 23 February 2016 in respect of the UK Placing and 09.00 a.m. (South African time) on 23 February 2016 in respect of the South African Placing (or such later date as may be agreed between the Company and the Bookrunners).

Participation in, and principal terms of, the Placing

1) The Joint UK Bookrunners are acting as joint bookrunners and brokers and agents of the Company in connection with the UK Placing. Java Capital is acting as bookrunner and broker and agent of the Company in connection with the South African Placing.

2) Participation in the UK Placing will only be available to persons who are Relevant Persons (other than South African Eligible Investors) or who may lawfully be, and are, invited to participate by the Joint UK Bookrunners. The Joint UK Bookrunners and their respective affiliates are each entitled to participate in the Placing as principal.

3) Participation in the South African Placing will only be available to South African Eligible Investors who may lawfully be, and are, invited to participate by Java Capital.

4) The Placing Shares will be issued to Placees at a price to be determined by the Company and the Bookrunners, following their assessment of market conditions and discussions with a number of institutional investors during the course of the Bookbuild. The Placing Price shall be payable to the Bookrunners by all Placees. It is expected that a Pricing Statement containing the Placing Price and the number of Placing Shares to be issued would be released to a Regulatory Information Service as soon as practicable following the finalisation of the Placing Price.

5) Each prospective Placee's Placing Participation will be determined by the relevant Bookrunner and the Company in their sole discretion and confirmed orally and/or via written correspondence by the relevant Bookrunner as agent of the Company. That oral and/or written confirmation constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Articles of Association. It is recorded that, although the Placing Price under the UK Placing shall be settled in Sterling and the Placing Price under the South African Placing in Rands, the Placing Price under the UK and South African Placings shall (subject only to adjustment in terms of the prevailing exchange rate agreed between the Bookrunners and the Company) be the same.

6) The Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed for by any Placee in the event of an oversubscription under the Placing. The Bookrunners also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

7) Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Joint UK Bookrunners, if participating in the UK Placing, or Java Capital, if participating in the South African Placing, each as agents of the Company, to pay in cleared funds (in Sterling in the case of the UK Placing and in Rands in the case of the South African Placing) at the relevant time in accordance with the requirements set out below under "Registration and Settlement", an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee, conditional upon Admission becoming effective.

8) Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the same day, on the basis explained below under "Registration and Settlement".

9) Completion of the UK Placing and South African Placing will be subject to the fulfilment of the conditions referred to below under "Conditions of the Placing" and to the UK Placing and South African Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement or the South African Placing Agreement". In the event that the Placing Agreement or the South African Placing Agreement does not become unconditional in any respect or is terminated, the Placing will not proceed and the Company shall ensure that all funds delivered by a Placee to the Bookrunners or any other relevant person in respect of the Placee's Placing Participation will be returned to the Placee within 2 Business Days at the risk of the Placee without interest.

10) By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee, and is not subject to any further conditions or requirements other than those set out in this Announcement or Placing Agreement or the South African Placing Agreement, as applicable.

11) To the fullest extent permissible by law, neither the Bookrunners nor the Company nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunners nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the UK Placing or the South African Placing as the Joint UK Bookrunners and the Company, or Java Capital and the Company, as applicable, may respectively agree.

Conditions of the Placing

The Placing Agreement remains conditional on, inter alia:

a) the aggregate gross proceeds of the Placing not being less than £100.0 million;

b) the South African Placing Agreement having become unconditional (save for any condition therein relating to Admission);

c) the RPL Equity Commitment remaining unconditional (save for any condition therein relating to Admission);

d) the Pricing Agreement having been duly executed and delivered by the Bookrunners and the Company by no later than 11.59 p.m. on 16 February 2016 (or such later time and/or date as the Joint UK Bookrunners and the Company may agree);

e) the Pricing Statement being released to a Regulatory Information Service by no later than 8:00 a.m. on 17 February 2016 (or such later time and/or date as the Joint UK Bookrunners and the Company may agree);

f) the Company allotting and issuing, subject only to Admission, the UK Placing Shares, and the South African Placing Shares;

g) the Company confirming to the Joint UK Bookrunners in writing immediately prior to Admission that (i) none of the warranties contained in the Placing Agreement was untrue, inaccurate or misleading in any respect at the date of the Placing Agreement or has at any time from that date become untrue, inaccurate or misleading in any material respect, and (ii) it has complied in full with or performed its obligations under the Placing Agreement which fall to be performed prior to Admission; and

h) Admission taking place not later than 8.00 a.m. (London time) on 23 February 2016 in respect of the UK Placing (or such later date as the Company and the Joint UK Bookrunners may otherwise agree, being not later than 8.00 a.m. (London time) on 31 May 2016).

The South African Placing Agreement remains conditional on, inter alia:

a) the Company allotting and issuing, subject only to Admission, the UK Placing Shares and South African Placing Shares; and

b) Admission taking place not later than 9.00 a.m. (South African time) in respect of the South African Placing on 23 February 2016 (or such later date as the Company and the Bookrunners may otherwise agree, being not later than 9.00 a.m. (South African time) on 31 May 2016).

If (i) any of the conditions contained in the Placing Agreement or the South African Placing Agreement have not been fulfilled or (in the context of the Placing Agreement only) waived by the relevant Bookrunners by the applicable time or date where specified (or such later time and/or date as the Company and the relevant Bookrunners may agree), (ii) any of the conditions contained in the Placing Agreement and the South African Placing Agreement becomes incapable of being satisfied or (iii) the Placing Agreement or the South African Placing Agreement is terminated in accordance with their terms (as summarised below), the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Joint UK Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement, other than that relating to, inter alia, Admission (to the extent permitted by law or regulations), by giving notice in writing to the Company. Any such waiver will not affect Placees' commitments as set out in this Announcement.

None of the Bookrunners, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners and the Company.

Termination of the Placing Agreement or the South African Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement or the South African Placing Agreement, as applicable, by giving notice to the Company if, inter alia:

a) any of the warranties given by the Company in the Placing Agreement or the South African Placing Agreement, as applicable, are untrue, inaccurate or misleading in any respect;

b) the Company fails in any material respect to comply with its obligations under the Placing Agreement or the South African Placing Agreement or the RPL Equity Commitment, as applicable;

c) any statement in the Prospectus or this Announcement or certain other materials issued by the Company in relation to the Placing is untrue, inaccurate or misleading in any respect or becomes untrue, inaccurate or misleading in any respect;

d) in the case of the Placing Agreement only, any matter has arisen which would require the publication of a supplementary prospectus pursuant to section 87G of FSMA, a supplementary circular under Listing Rules 11.1.7AR or 11.1.7CR or supplementary disclosure under Appendix 1 of the City Code;

e) there has been a material adverse change in or any development or event reasonably likely to involve a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise) or the earnings or business affairs or business prospects of the Group; or

f) there has been a force majeure event which in the opinion of the relevant Bookrunner is likely to have an adverse effect on the financial or trading position or the business or prospects of the Group or which renders the Placing impracticable or inadvisable on the terms set out in this Announcement.

Upon such termination, the parties to the Placing Agreement or the South African Placing Agreement, as applicable, shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement or the South African Placing Agreement, as applicable, and the Placing will not proceed.

By participating in the Placing, Placees agree that the exercise by the Bookrunners of any right of termination or by the Bookrunners of any other discretion under the Placing Agreement or the South African Placing Agreement, as applicable, shall be within the absolute discretion of the relevant Bookrunner and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

Publicly available information

A prospectus has been published by the Company in relation to Admission. Placees' commitments will be made solely on the basis of the information contained in the Prospectus, this announcement (including this Appendix) and any information publicly released to a Regulatory Information Service and SENS by or on behalf of the Company on or prior to the date of this announcement (the "Publicly Available Information").

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other Publicly Available Information previously or simultaneously published by the Company by notification to a Regulatory Information Service and SENS or otherwise filed by the Company is exclusively the responsibility of the Company and, in the case of the Prospectus, the Directors. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Bookrunners or the Company or any other person, other than, in the case of the Company, the Publicly Available Information and none of the Bookrunners, the Company or any person acting on any such person's behalf or any of their affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in participating in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

The UK Placing

Settlement of transactions in the UK Placing Shares (ISIN: IM00B8BV8G91) will take place within the CREST system. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint UK Bookrunners may agree that the UK Placing Shares should be issued in certificated form.

The Joint UK Bookrunners reserve the right to require settlement for the UK Placing Shares, and to deliver the UK Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Each Placee allocated Placing Shares in the UK Placing will be sent a contract note or electronic confirmation stating the number of UK Placing Shares to be allocated to it. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions as set out in that contract note or electronic confirmation.

The Company will deliver such UK Placing Shares to respective CREST accounts operated by Peel Hunt as agent for the Company and Peel Hunt and JPMC will enter its respective delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The South African Placing

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by STRATE.

Each Placee allocated Placing Shares in the South African Placing will be sent an electronic confirmation stating the number of South African Placing Shares to be allocated to it. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing STRATE instructions as set out in that electronic confirmation, including the timeous payment of the required funds into the relevant securities account held with its CSDP, broker or other authorised user. 

Settlement of transactions in the South African Placing Shares (ISIN: IM00B8BV8G91) will take place within the STRATE system. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to STRATE or the use of STRATE in relation to the Placing, the Company and Java Capital may agree that the South African Placing Shares should be issued in certificated form.

Java Capital reserve the right to require settlement for the South African Placing Shares, and to deliver the South African Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the STRATE system.

General provisions

It is expected that settlement will occur on 23 February 2016 in accordance with the instructions given to the Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at prevailing market rates as determined by the Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may without limiting any other rights it may have, and subject to the provisions of the applicable Placing Agreement, sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to South African or United Kingdom stamp duty or United Kingdom stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing from the Company or the Bookrunners.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees that:

1) it has read and understood this Announcement, including this Appendix, and the Prospectus in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this Announcement;

2) none of the Bookrunners, the Company or any of their affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this announcement which is exclusively the responsibility of the Company and the Prospectus which is the exclusive responsibility of the Company and the Directors; nor has it requested either of the Bookrunners or the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

3) the exercise by the Bookrunners of any right of termination or any right of waiver exercisable by the Bookrunners contained in the Placing Agreement or the South African Placing Agreement including, without limitation, the right to terminate the Placing Agreement or the South African Placing Agreement, is within the absolute discretion of the Bookrunners and the Bookrunners will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;

4) if (i) any of the conditions in the Placing Agreement or the South African Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement or the South African Placing Agreement is terminated, or (iii) the Placing Agreement or the South African Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights (save as to return of funds) and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

5) the Ordinary Shares are (and the Placing Shares will be) listed and traded on the Main Board and the Main Market, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the Main Board and the Main Market and applicable legislation, and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other Main Board listed or Main Market listed company, without undue difficulty;

6) (i) it is not and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be, a resident of United States, Australia, Canada or Japan and (ii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

7) the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither the Bookrunners nor any person acting on their behalf nor any of their affiliates is responsible for or has or shall have any liability for any information or representation relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company, including but not limited to, the Publicly Available Information, nor will they have any responsibility or liability for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation

8) the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Bookrunners or the Company and none of the Bookrunners nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

9) (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information, (ii) none of the Bookrunners, the Company, nor any of their respective affiliates has made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information and (iii) it has conducted its own investigation of the business, financial or other position of the Company, the Placing and the Placing Shares, and satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

10) neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

11) it has complied with its obligations in connection with money laundering and terrorist financing under the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity a Bookrunner has not received such satisfactory evidence, such Bookrunner may, in its absolute discretion, terminate the Placee's Placing Participation in which event all funds delivered by the Placee to such Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

12) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the UK Placing Shares acquired by it in the UK Placing will be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Bookrunners has been given to the proposed offer or resale;

13) it has not offered or sold and, prior to the expiry of a period of 6 months from Admission, will not offer or sell any UK Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

14) it has not offered or sold and will not offer or sell any UK Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

15) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the UK Placing in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

16) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the UK Placing in, from or otherwise involving, the United Kingdom and the applicable South African companies, securities and financial and intermediary services laws and regulations with respect to anything done by it in relation to the South African Placing in, from or otherwise involving, South Africa;

17) in the case of the UK Placing only, it is a Relevant Person (other than a South African Eligible Investor) and in the case of the South African Placing only represents and warrants that it is a South African Eligible Investor;

18) it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

19) the Placing Shares have not been and will not be registered under the Securities Act and further acknowledges that the Placing Shares are being offered and sold only outside the United States pursuant to Regulation S under the Securities Act in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) to persons who are not "US Persons" (as such term is defined in Regulation S under the Securities Act");

20) it will not distribute, forward, transfer or otherwise transmit this Appendix, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

21) the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within Australia, Canada or Japan;

22) it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein or as directed by the relevant Bookrunner, failing which the relevant Placing Shares may be placed with other subscribers or sold as the applicable Bookrunner may in its discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;

23) its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

24) none of the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of the Bookrunners, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any Bookrunner and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

25) the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Bookrunners in respect of the same on the basis that the UK Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee, and the South African Placing Shares will be delivered into the account of the Placee in accordance with the provisions for registrations and settlement set out in this Announcement;

26) these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

27) the Company and the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;

28) it shall indemnify on an after tax basis and hold the Company and the Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

29) its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Bookrunners. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing, stamp duty, stamp duty reserve tax or securities transfer tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty, stamp duty reserve tax or securities transfer tax, and neither the Company nor the Bookrunners shall be responsible for such stamp duty, stamp duty reserve tax or securities transfer tax. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly;

30) it has neither received nor relied on any inside information (as defined in rule 2 of the Disclosure and Transparency Rules, or the South African Financial Markets Act, 2012) concerning the Company in accepting this invitation to participate in the Placing;

31) the Joint UK Bookrunners may, subject to the terms of the Placing Agreement and in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares or the Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Bookrunners will not make any public disclosure in relation to such transactions;

32) its purchase of Placing Shares is in full compliance with applicable laws and regulations;

33) no action has been or will be taken by any of the Company, the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and

34) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares, and that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom or South Africa by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunners and any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the relevant Bookrunners are receiving a fee in connection with their roles in respect of the UK Placing as detailed in the UK Placing Agreement and the South African Placing as detailed in the South African Placing Agreement. Further details are available on request.

In relation to the UK Placing, when a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any money held in an account with a Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of such Bookrunner. In relation to the South African Placing, no money will be held in an account with a Bookrunner on behalf of any Placees.

All times and dates in this announcement may be subject to amendment. The Bookrunners shall notify their respective Placees and any person acting on behalf of the Placees of any changes.

DEFINITIONS