RDI.L Regulatory News (RDI)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME 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 NEW ORDINARY SHARES, 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 OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSALS. DETAILED BELOW OR OTHERWISE. THIS ANNOUNCEMENT IS NOT A PROSPECTUS, A PROSPECTUS SETTING OUT THE PROPOSALS IS EXPECTED TO BE PUBLISHED LATER TODAY. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM REDEFINE INTERNATIONAL P.L.C.'s HEAD OFFICE AT TOP FLOOR, 14 ATHOL STREET, DOUGLAS, ISLE OF MAN IM1 1JA.

THE ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT" AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO A VALID EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.

06 November 2013

REDEFINE INTERNATIONAL P.L.C.

(Incorporated in the Isle of Man)

(Registered number 111198C)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8V8G91

("Redefine International" or the "Company" or the "Group")

PROPOSED MANAGEMENT INTERNALISATION, UK-REIT CONVERSION AND BOARD CHANGES TO REFLECT UK-REIT STRUCTURE

The Board is pleased to announce that it has come to an agreement on the terms of the proposed internalisation of its external management function which allows for the next stage of the Company's corporate structuring, including a conversion to UK-REIT status, to be completed. The Company hereby sets out the following proposals for shareholders' consideration:

a) the election for UK-REIT status and to undertake a number of proposals to enable it to do so;

b) the Internalisation of the management of the Group, by way of the acquisition (the "Acquisition") of Redefine International Fund Managers Limited ("RIFM");

c) the approval of the Acquisition as a related party transaction under the UK Listing Rules and associated waiver of rule 9 of the UK Takeover Code required in connection with the issue of the RIFM Consideration Shares;

d) the appointment of Andrew Rowell as a new Director of the Company;

e) the creation of the new Share Plans and associated authorities to permit the issue of Ordinary Shares under such Share Plans;

f) the issue of 19,635,340 Ordinary Shares at an effective price of 40 pence per share, to be adjusted pursuant to the Sterling:Euro exchange rate on 29 November 2013, being the CMC Consideration Shares not previously issued pursuant to the CMC acquisition as announced on 2 September 2013;

g) the adoption of new Articles of Association of the Company in connection with the conversion of the Company into a UK-REIT, to incorporate necessary provisions to allow the Directors to implement and operate the Share Plans, to update the Articles to ensure compliance with the Isle of Man Companies Act 2006 (as amended), and to ensure compliance with the JSE Listings Requirements.

(together the "Proposals")

UK-REIT CONVERSION

The Company has previously announced its intention to convert to a UK-REIT as the Board believes the advantages afforded by the recently enacted legislation, in particular the removal of the 2 per cent gross asset conversion charge, provides an efficient method for the Group to convert to a transparent and tax efficient regime. The REIT regime is the preferred structure for both UK and international real estate investors and will assist the Company by providing access to a broader range of investors.

The Company is not currently eligible for Group UK-REIT status because it is not resident for tax purposes solely in the UK. However, subject to obtaining the approval of Shareholders by virtue of Resolution 3 (which incorporates a resolution to adopt the New Articles, thereby permitting the Company to apply for UK-REIT status) at the Extraordinary General Meeting, the Company intends to alter its tax residency in order to become UK tax resident and satisfy the requirements of the UK-REIT legislation, and, in due course, to review the composition of the Board.

The Board's current intention is for the Company to elect for UK-REIT status with effect from 3 December 2013. By converting to a UK-REIT, members of the Group will no longer pay UK direct tax on the profits and gains from their qualifying property rental businesses in the UK and elsewhere, provided that they meet certain conditions.

MANAGEMENT INTERNALISATION

The Group has been provided to date with investment and property management services by RIFM and certain of its subsidiaries (including Redefine International Property Managers Limited ("RIPML")), each of which have highly experienced management teams. As part of the Proposals it is intended that the Group's external property advice and management function is brought within the Group by way of the Acquisition.

On 6 November 2013 the Company and the RIFM Sellers entered into the RIFM Acquisition Agreements pursuant to which the Company has agreed to acquire the entire issued share capital of RIFM in consideration of an issue of New Ordinary Shares in the Company.

The consideration payable by the Company under the RIFM Acquisition Agreements is to be satisfied by the issue of a total of 79,000,000 New Ordinary Shares, being the RIFM Consideration Shares, to the RIFM Sellers.

The Acquisition is conditional on, amongst other things, Resolutions 1 and 2 being passed by the Shareholders at the Extraordinary General Meeting and the prior approval of the South African Reserve Bank ("SARB") to completion of the sale by Redefine Properties' of its interest in RIFM. This approval request was submitted to the SARB by Redefine Properties on 29 October 2013.The Investment Adviser's Agreement will terminate on completion of the Acquisition.

The proposed consideration for the Acquisition of RIFM can be viewed as being in respect of:

• all fees payable in connection with the Investment Adviser's Agreement;

• any accrued or future performance fees;

• joint venture/third party management fee income to be received; and

• the acquisition of 33 per cent of the hotel management company, Redefine BDL Hotel Group Limited ("RBDL").

Benefits of the Acquisition

The Directors expect that the Acquisition will be at least earnings per share neutral in the first year following completion of the Acquisition and expect it to be earnings enhancing going forward.

The Independent Directors expect a reduction in the Group's on-going administrative costs. Subject to Shareholders approving the Acquisition, the Company will take-on the Investment Adviser's existing management and overhead costs which are anticipated to result in a lower on-going administrative cost to the Company, when compared to the fees payable pursuant to the current Investment Adviser's Agreement. In addition, the Independent Directors expect that the internalisation of management will be more efficient in the longer term given the anticipated growth in the Group's portfolio value. This benefit accrues from de-linking the Company's administrative costs from the gross asset value and the size of the portfolio generally in favour of a reliance on relative total shareholder return.

The Independent Directors also consider the other key benefits of the Acquisition to be as follows:

• Acquisition by the Group of a fully operational management platform.

• Assumption of a high quality management team who have a unique and valuable understanding of the assets.

• Non-reliance on a third party asset manager and a separate non-executive board.

• More transparent management structure.

• Potential for higher rating/reduced cost of capital.

• Removal of potential or perceived conflicts of interest.

• Opportunities to derive income from third party asset management.

• Investment in the business of RBDL and an interest in its cash flows.

In conjunction with the internalisation of the management of the Company and the requirement under UK-REIT rules that the Company is solely UK tax resident, Michael Watters will take up an executive role with the Company as Chief Executive Officer.

Furthermore, it is proposed that Andrew Rowell will be appointed as the Chief Financial Officer of the Company with effect from the passing of Resolution 4 to be proposed at the EGM. Accordingly, if the Acquisition proceeds, the Board will include both executive and non-executive Directors and, at such time, the Board will consist of 10 Directors. As highlighted in the annual results of the Company released on 29 October 2013, the Company will seek to strengthen its senior management and Board in line with its new status as an internally managed mid-market UK-REIT.

The Proposals are subject to, inter alia, approval by Shareholders at the Extraordinary General Meeting of the Company in relation to the Proposals. This is to be held at the Company's office at 09:30 am (London time) / 11.30 am (SA time) on 29 November 2013 at Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA.

Commenting, Greg Clarke, Chairman of Redefine International, said:

"We are pleased to have reached another important milestone in our stated objective of simplifying the corporate structure to make it more applicable for a UK mid-market property company. Our proposed entry to the UK-REIT regime will provide further tax efficiencies to support our on-going focus on income generation.

"We are particularly pleased to have agreed the terms of the internalisation which assures the continued management of the Company's assets by a high quality management team who have been instrumental in achieving substantial progress across the portfolio in the last few years."

For further information, please contact:

A copy of the Prospectus and presentation will both be made available today on the Company's website http://www.redefineinternational.com and a copy of the Prospectus will be filed with the National Storage Mechanism of the FCA in the UK later today. Defined terms used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires.

Notes to editors:

Redefine International P.L.C.

Redefine International is an income focused property investment company with exposure to a broad range of properties and geographical areas. The Company holds a primary listing on the Main Market of the London

Stock Exchange, within the Premium Segment with LSE Share code: RDI and a secondary listing in the "Real Estate -Real Estate Holdings and Development" sector of the Main Board of the JSE with JSE Share code: RPL. The Company has direct and indirect property investments geographically diversified across the UK, Germany, Switzerland, the Channel Islands, the Netherlands and Australia, providing exposure to the retail, office, industrial and hotel sectors. On 23 August 2011 the Company completed a reverse takeover of RIHL (then called Redefine International plc), an AIM listed company. The Company's largest shareholder is Redefine Properties which currently holds a 33 per cent interest which, should the Acquisition completion and all Proposals are implemented, will increase to 36.2 per cent upon Admission occurring.

The Company is currently managed by its Investment Advisor, RIFM.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company in relation to the Proposals 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 Proposals.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting solely for the Company in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Proposals.

Java Capital is acting solely for the Company in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Java Capital nor for providing advice in relation to the Proposals.

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, Australia, Canada or Japan or any jurisdiction into which the 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 New Ordinary Shares in the United States, Australia, Canada or Japan or any jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The securities have not been and will not be registered under the Securities Act and may not be offered, sold or transferred, directly or indirectly, within the United States unless registered under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.

The information in this press release 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 Securities Act or the applicable laws of other jurisdictions.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may 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, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Company's and/or the Group's intentions, beliefs or current expectations concerning, among other things, the Company's and/or the Group's business, results of operations, financial position, prospects, growth and strategies.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Company and/or the Group's operations, financial position and the development of the markets and the industries in which the Group operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the Group's results of operations and financial position and the development of the markets and the industries in which the Company and the Group currently operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and other factors could cause results and developments to 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 reflect the Group's 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 Group's business, results of operations, financial condition, prospects, growth and strategies. Investors should specifically consider the factors identified in this announcement, which could cause actual results to differ, before making an investment decision. Subject to the requirements of the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the Company undertakes no obligation publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates set out below is indicative only and may be subject to change. Any changes will be announced on RNS and SENS.

General notes:

Reference to times in this announcement are to London time unless otherwise stated.

The times and dates set out in the expected timetable of principal events above may be adjusted by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange, the JSE and, where appropriate, to Shareholders.

PROPOSED MANAGEMENT INTERNALISATION, UK-REIT CONVERSION AND BOARD CHANGES TO REFLECT UK-REIT STRUCTURE

INTRODUCTION

The Board of Redefine International announced today the following Proposals:

a) the election for UK-REIT status and to undertake a number of proposals to enable it to do so;

b) the Internalisation of the management of the Group, by way of the Acquisition;

c) the approval of the Acquisition as a related party transaction under the UK Listing Rules and associated waiver required in connection with the issue of the RIFM Consideration Shares;

d) the appointment of Andrew Rowell as a new Director of the Company;

e) the creation of the new Share Plans and associated authorities to permit the issue of Ordinary Shares under such Share Plans;

f) the re-registration of the Company as a company incorporated under the Isle of Man Companies Act 2006 (as amended); and

g) the adoption of new Articles of Association of the Company in connection with the conversion of the Company into a UK-REIT, to incorporate necessary provisions to allow the Directors to implement and operate the Share Plans, to update the Articles to ensure compliance with the Isle of Man Companies Act 2006 (as amended), and to ensure compliance with the JSE Listings Requirements.

The purpose of the Prospectus, which also comprises a circular containing a notice of the Extraordinary General Meeting, is to explain the background to and rationale for each of the Proposals and why the Board believes that proceeding with the Proposals is in the best interests of Shareholders as a whole and, accordingly, why the Directors unanimously recommend that you vote in favour of Resolutions 3 to 10 and why the Independent Directors unanimously recommend that you vote in favour of Resolutions 1 and 2, in each case at the Extraordinary General Meeting.

Following the issue of the Prospectus approximately 19,635,340 Ordinary Shares at an effective price of 40 pence per share, to be adjusted pursuant to the Sterling: Euro exchange rate on 29 November 2013, being the CMC Consideration Shares, are to be issued by the Company on or before 6 December 2013 pursuant to the CMC Acquisition Agreement. In addition, if the Proposals are approved by Shareholders at the EGM, and subject to the satisfaction of certain conditions in connection with the Acquisition, including inter alia the prior approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM, 79,000,000 Ordinary Shares being the RIFM Consideration Shares, are to be issued on or before 6 December 2013 pursuant to the RIFM Acquisition Agreements. Application will be made to the UK Listing Authority, to the London Stock Exchange and the JSE for the CMC Consideration Shares and the RIFM Consideration Shares to be admitted to the premium segment of the Official List, to trading on the London Stock Exchange's main market for listed securities and the JSE's Main Board, respectively. It is expected that Admission will become effective, and that dealings on the London Stock Exchange and the JSE in the CMC Consideration Shares and (subject to satisfaction of the conditions to the RIFM Acquisition Agreements by 2 December 2013) the RIFM Consideration Shares will commence at 8.00 a.m. (London time) and 9:00 a.m. (SA time) on 6 December 2013.

INFORMATION ON THE COMPANY

The Company, which is not regulated or authorised in any jurisdiction, is an Isle of Man registered property investment company with an existing portfolio of investments geographically diversified across the UK, Germany, Switzerland, the Channel Islands, the Netherlands and Australia, providing exposure to the retail, office, industrial and hotel sectors. The Company completed the Reverse Takeover of RIHL (then called Redefine International plc), an AIM listed company, on 23 August 2011 and the enlarged Group was admitted to trading on the main market for listed securities of the London Stock Exchange on that date. On 28 October 2013 the Company's Ordinary Shares then in issue were admitted to trading on the JSE by way of secondary listing. Following the secondary listing, on 4 November 2013, the then majority shareholder of the Company, Redefine Properties International, completed the unbundling of its entire holding of Ordinary Shares to its linked unitholders. As a result, Redefine Properties, which is listed on the JSE and which has a market capitalisation of approximately £1.8 billion, became the largest Shareholder in the Company, with a 33 per cent shareholding.

The Company is a diversified, income focused property investment company owning 139 properties in the UK and Continental Europe totalling 448,572 square metres, valued by external valuers at £828 million as at 31 August 2013. The Company also owns a 13.7 per cent interest in ASX-listed Cromwell, with a market value of approximately £138.9 million as at 31 August 2013 (based on an exchange rate of £1: 1.738 AUD).

For the financial year to 31 August 2013, the Group reported an annual rental income of £51.4 million, profit from operations of £89.5 million, profit before tax of £67.2 million, total assets of £1.06 billion, total liabilities of £752.2 million and total equity of £299.8 million. The Company's market capitalisation is approximately £510 million as at 5 November 2013, being the last practicable date prior to the date of this announcement.

The Company is currently advised on an exclusive basis by the Investment Adviser. Redefine Properties indirectly owns a 90 per cent shareholding in the Investment Adviser. The Investment Adviser's management team has considerable expertise in property and structured finance. Under the Proposals, the Company is seeking to internalise this management function pursuant to the Acquisition, which will also constitute a Related Party Transaction under the UK Listing Rules.

PROPOSED CONVERSION INTO A UK-REIT

Election for UK-REIT status

Background

The Company has previously announced its intention to convert to a UK-REIT as the Board believes the advantages afforded by the recently enacted legislation, in particular the removal of the 2 per cent gross asset conversion charge, provides an efficient method for the Group to convert to a transparent and tax efficient regime. The REIT regime is the preferred structure for both UK and international real estate investors and will assist the Company with providing access to a broader range of investors.

The first significant changes since the introduction of the UK-REIT regime in 2007 was enacted in July 2012, when the Finance Bill 2012 received Royal Assent. By converting to UK-REIT status, the Group will no longer pay UK direct tax on profits and gains from its qualifying property rental business in the UK, provided it meets certain conditions. This removal of tax at the company level enables investors to be taxed broadly as though they held the property directly. The taxation of the Group's non-UK assets will remain unchanged, subject to changes in relevant jurisdictions, tax legislation or policy. Other profits and gains arising on UK assets of the Group will be subject to UK corporation tax.

The Company is not currently eligible for Group UK-REIT status because it is not resident for tax purposes solely in the UK. However, subject to obtaining the approval of Shareholders by virtue of Resolution 3 (which incorporates a resolution to adopt the New Articles, thereby permitting the Company to apply for UK-REIT status) after the Extraordinary General Meeting, the Company intends to alter its tax residency in order to become UK tax resident and satisfy the requirements of the UK-REIT legislation, and review the composition of the Board.

The Company will, following its conversion to a UK-REIT, be required to annually distribute at least 90 per cent of the income profits of its UK property rental business each year to Shareholders. As the Company's focus is primarily on income-bearing assets, the Company's business model is well-suited to the UK-REIT regime. The Board believes that providing this level of distribution, which is consistent with the existing dividend policy, will be beneficial for Shareholders as a whole and assist in attracting potential new investors.

Implications of UK-REIT status for the Company Tax implications

The Board's current intention is for the Company to elect for UK-REIT status with effect from 3 December 2013.

By converting to a UK-REIT, members of the Group will no longer pay UK direct tax on the profits and gains from their qualifying property rental businesses in the UK and elsewhere, provided that they meet certain conditions. Non-qualifying profits and gains of the Group will, broadly, be subject to corporation tax. Non-qualifying gains will include gains arising to UK resident companies from the sale of shares in property-owning subsidiary companies.

Business implications

There are a number of conditions that need to be satisfied by the Group for it to qualify as a UK-REIT and to maintain that status. Such conditions include the "balance of business" conditions which broadly require that at least 75 per cent of the Group's profits and assets should relate to the Property Rental Business. It is currently expected that the Group will satisfy the "balance of business" conditions and should not need to change its business model to continue to satisfy those requirements. In addition to the conditions, there are various restrictions under the UK-REIT regime which, if not complied with, will result in additional tax charges on the Group. One of these restrictions is the "profit: financing-cost ratio", which has the indirect effect of limiting the amount of debt that can be borrowed by the Property Rental Business.

Dividend policy

If the Group converts to a UK-REIT it will need to comply with the UK-REIT regime's distribution condition, such that a minimum of 90 per cent of the income profits of the Property Rental Business (as calculated, broadly, for tax purposes) are distributed within 12 months of the end of each accounting period.

Implications of UK-REIT status for Shareholders

The conversion of the Group into a UK-REIT will affect Shareholders' tax position in respect of the receipt of dividends paid under the UK-REIT regime. If conversion occurs as intended, the first distribution that the Company could make under the UK-REIT regime would relate to profits for the period 3 December 2013 to 28 February 2014. The amount and payment date of any such distribution will be announced with the interim results for the six months ended 28 February 2014.

It is important to note that there is no guarantee that the Group will continue to meet all the ongoing compliance requirements of the UK-REIT rules. However, it is currently the Board's intention that the Group's operations will be managed to ensure compliance with the UK-REIT legislation. HMRC may require the Group to exit the UK-REIT regime if:

• it regards a breach of the "balance of business" conditions, a breach of the distribution conditions, failure to satisfy the conditions relating to the Property Rental Business, or an attempt by any member of the Group to avoid tax, as sufficiently serious;

• the Group has committed a certain number of minor or inadvertent breaches in a specified period; or

• HMRC has given a member of the Group at least two notices in relation to the avoidance of tax within a 10-year period.

In addition, if the conditions for UK-REIT status relating to the share capital of the Company and the prohibition on entering into loans with abnormal returns are breached or the Company ceases to be UK resident, becomes dual resident or becomes an open-ended company, ceases to be listed (unless caused by a takeover by another UK-REIT) or (in certain circumstances) ceases to fulfil the close company condition, the Group will automatically lose UK-REIT status. Where the Group is required to leave the UK-REIT regime within ten years of joining, HMRC has wide powers to direct how it is to be taxed, including in relation to the date on which the Group is to be treated as exiting the UK-REIT regime.

The Company's UK-REIT status may restrict business consolidation and distribution opportunities if the Company wishes to continue to meet the "balance of business" condition. Subject to there being no material adverse change in the UK-REIT legislation, the Company will not voluntarily leave the UK-REIT regime and will at all times use all reasonable endeavours to cure any rule breaches of the UK-REIT legislation that may occur unless the Board decides otherwise (acting at all times in good faith and in the best interests of the Company).

The proposed conversion to a UK-REIT will result in a change in the Company's tax status which will be achieved by the Company notifying HMRC of its conversion to a UK-REIT. Such change in status will have tax consequences for the Company and its Shareholders but the Ordinary Shares will continue to be listed on both the main list of the London Stock Exchange and the Johannesburg Stock Exchange.

Under the UK-REIT regime, a tax charge may be levied on the Company if the Company makes a distribution to a company which is beneficially entitled (directly or indirectly) to 10 per cent or more of the shares or dividends of the Company or controls (directly or indirectly) 10 per cent or more of the voting rights of the Company unless the Company has taken reasonable steps to avoid such a distribution being paid. The amendments proposed to be made to the Company's Articles are intended to give the Board the powers it needs to demonstrate to HMRC that such "reasonable steps" have been taken by the Company. This proposal is consistent with the guidance published by HMRC.

If Shareholders approve Resolutions 1 and 2, which approve the Internalisation (subject to the satisfaction of certain conditions in connection with the Acquisition, including inter alia the prior approval of SARB to completion of the sale by Redefine Properties of its interest in RIFM) and Resolution 3, which includes the adoption of the New Articles to comply with both 2006 Act status and UK-REIT status, then the Company will give notice to HMRC for the Company and the other members of the Group to become a group UK-REIT. Application for UK-REIT status is conditional upon Shareholder approval being granted to the amendments required to be made to the current Articles (by means of the approval and adoption of the New Articles).

As part of altering its residency to the United Kingdom, if Shareholders approve Resolution 4, then the Proposed Director will be appointed to the Board as an executive Director.

BACKGROUND TO AND REASONS FOR RIFM ACQUISITION

Introduction

The Group has been provided to date with investment and property management services by RIFM and certain of its subsidiaries (including RIPML), each of which have highly experienced management teams. As part of the Proposals it is intended that the Group's external property advice and management function is brought within the Group by way of the Acquisition.

Michael Watters (a Director), Andrew Rowell (a Proposed Director), Stephen Oakenfull and Stephen Carlin (each being directors of certain subsidiaries of the Company) are also indirectly RIFM Sellers and will, therefore, benefit from the Acquisition in that the RIFM Sellers will exchange their shares in RIFM in return for RIFM Consideration Shares.

In order to implement the Acquisition, the RIFM Sellers will transfer all of the shares held by them in RIFM to the Company in consideration for the issue of the RIFM Consideration Shares in accordance with the terms of the RIFM Acquisition Agreements.

The Acquisition is conditional, amongst other things, on Resolutions 1 and 2 being passed by the Shareholders at the Extraordinary General Meeting and the prior approval of SARB to completion of the sale of Redefine Properties' interest in RIFM. This approval request was submitted to the SARB by Redefine Properties on 29 October 2013.The Investment Adviser's Agreement will terminate on completion of the RIFM Acquisition Agreements.

The terms of the Acquisition have been considered by the Independent Directors. Michael Watters is interested in the Acquisition and is considered a "related party" for the purposes of the UK Listing Rules and, therefore, not independent for this purpose. A separate Resolution will be proposed at the EGM to approve the Acquisition as a Related Party Transaction.

Details of RIFM

RIFM is a management holding company, resident in the British Virgin Islands with a number of operating subsidiaries which perform services for the Company, its jointly controlled entities and minority interests associated with the Group. RIFM owns a 33 per cent shareholding in RBDL and a 90 per cent shareholding in RIFME and otherwise all other subsidiaries are 100 per cent owned.

Redefine International Fund Managers Europe Limited ("RIFME")

The assets and day-to-day management of the continental European property aspects of the Group's business are undertaken by RIFME. There are no assets managed by RIFME which are not at least part owned by the Company. Fees are generated by Redefine International assets with external fees coming from minority co-investors and/or joint venture partners. The European manager is a 90 per cent owned subsidiary of RIFM, with the remaining 10 per cent held by Peter Katz who will become a full time employee of the Company on completion of the Internalisation.

Redefine International Group Services Limited ("RIGS")

All Group services, except for the limited administration services provided by IQE Limited and other local oversees administrators, are provided by RIGS, as the Group services manager. These include, inter alia, accounting and tax, audit, annual reports, secretarial duties, human resources and payroll, information technology, treasury and corporate governance. The Group services manager does not provide any advisory services to any other parties, save for services rendered to minority co-investors and/or joint venture partners. The Group services manager is a wholly owned subsidiary of RIFM.

Redefine Retail Management Limited ("RRM")

RRM, a wholly owned subsidiary of RIFM, provides a full technical and operational service to properties within the Group's retail portfolio on behalf of its retail tenants, paid for by the tenants' service charge. It employs all staff associated with the shopping centres owned by the Group, from the centre managers to security and cleaning staff.

RRM works in association with rental collection agents to ensure the Group's shopping centres are run to high professional standards. Its role includes all marketing, commercialisation, public relations and customer support functions.

Redefine International Property Managers Limited ("RIPML")

RIPML, a wholly owned subsidiary of RIFM, provides investment and property advisory services to the Company and certain other administrative services to the Group on an exclusive basis.

Redefine BDL Hotel Group Limited ("RBDL")

RBDL manages over 60 branded and independent hotels, representing approximately 6,700 rooms in the United Kingdom, Liberia and South Africa. With operations offices located in London and Glasgow, RBDL's key objective is to operate owners' hotels to best practice, by dedicating the required management resources and utilising centralised systems and processes to deliver overhead savings.

RBDL manages hotel assets through both management contracts and long-term leases. The senior management team has experience in operating franchised hotels in many different parts of the world. RBDL operates the Redefine International hotel property portfolio on a long-term lease. RBDL is 33 per cent owned by RIFM, with other shareholders owning the remaining 67 per cent of the equity.

RBDL is managed by Helder Perreira.

Description of fee income earned by RIFM

Investment Advisers Agreement with RIPML

In return for the provision of services, the Company currently pays an asset management fee to RIPML of 0.5 per cent on the aggregate gross value of the Group's assets (including cash) and a commission of 0.75 per cent in respect of sales and acquisitions, or 1 per cent where a joint agency is appointed or incurs sub-agent costs and fees.

RIPML also receives a fee of 1 per cent of the rents on properties which it is directly responsible for managing; currently this is all the non-retail UK properties of the Group. RIPML is, in respect of any multi-let retail property within the Company's portfolio, entitled to receive a fee equal to three per cent of the annual rents of such multi-let retail property.

The Company also pays to RIPML an incentive fee calculated on a three-year rolling basis and payable in Ordinary Shares under the RIPML Incentive Scheme. The first three-year period incentive fee is equal to 20 per cent of the total shareholder returns in excess of 12 per cent per annum and the incentive fee for all subsequent three year periods is equal to 20 per cent of the total shareholder returns in excess of 10 per cent per annum, subject to a clawback in respect of periods already covered by this incentive fee.

The Investment Advisers' Agreement will terminate on completion of the Acquisition and, accordingly, the fees described above will cease to be payable by the Company following the Internalisation. Management fee income earned from minority shareholders in the Company's joint ownership arrangements

RIFM, through its various subsidiaries, charges management fees to third party investors in respect of investment, property advisory and administrative services provided in respect of their investments. Fees are typically negotiated on a case by case basis, but broadly reflect terms consistent with those charged under the Investment Adviser's Agreement.

Management fee income from RBDL

Fees are earned by RBDL by way of management contracts which are typically in line with international standard practice. Fees are negotiated on a contract by contract basis but are generally in the order of 3 per cent of turnover of the relevant hotel. In addition to base management fees, exit fees and incentives fees are negotiated on a contract by contract basis. Incentive fees are typically a percentage of gross operating profit, EBITDA or net income subject to applicable hurdle rates.

Capital raising fees

RIFM has historically acted as an agent, together with the Company's corporate brokers, to raise equity capital on behalf of the Company. The appointment of RIFM as agent to the Company has taken place on market related terms. Fees in respect of previous capital raisings have been between 2.0 per cent and 2.5 per cent of the gross proceeds payable to the Company from investors introduced by RIFM.

RIFM - summary of unaudited gross revenues (£'000)

*Assumes 33 per cent ownership of RBDL.

Notes:

1. The fees payable to RIPML pursuant to the Investment Adviser's Agreement currently represent administration costs to the Company. Following completion of the Acquisition and the termination of the Investment Adviser's Agreement, these fees will no longer be charged to the Company.

2. The Company will assume the staff and operating costs of RIFM on completion of the Acquisition.

3. Following the Acquisition, revenues received from joint venture partners, minority shareholders and RBDL will be reflected as income to the Company.

Incentive fee

The Acquisition will result in the current Investment Adviser's Agreement being terminated and consequently RIPML foregoing potential future incentive fees. Based on the terms of the Investment Adviser's Agreement, and in particular the incentive fee provisions, the Company currently anticipates that RIPML will be entitled to receive an incentive fee ("Incentive Fee") payment in the order of £6.43 million for the three-year rolling period ending 31 August 2014. This Incentive Fee is represented on the balance sheet for the year ended 31 August 2013 as £6.43 million, which will be reversed on completion of the Internalisation.

The estimate of the Incentive Fee reflects the current Total Shareholder Returns of 47.2 per cent for the three-year period starting on 1 September 2011 against the hurdle rate of 10.0 per cent per annum.

The Acquisition

The consideration for the proposed Acquisition of RIFM is to be satisfied through the issue of the RIFM Consideration Shares. This consideration can be viewed as being in respect of:

· all fees payable in connection with the Investment Adviser's Agreement;

· any accrued and future performance fees;

· joint venture/third party management fee income to be received; and

· the acquisition of 33 per cent of RBDL.

Benefits of the Acquisition

The Directors expect that the Acquisition will be at least earnings per share neutral in the first year following completion of the Acquisition and expect it to be earnings enhancing going forward.

The Independent Directors expect a reduction in the Group's on-going administrative costs. Subject to Shareholders approving the Acquisition, the Company will take on the Investment Adviser's existing management and overhead costs which are anticipated to result in a lower on-going administrative cost to the Company, when compared to the fees payable pursuant to the current Investment Adviser's Agreement. In addition, the Independent Directors expect that the Internalisation of management will be more efficient in the longer term given the anticipated growth in the Group's portfolio value. This benefit accrues from delinking the Company's administrative costs from the net asset value and the size of the portfolio generally in favour of a reliance on relative total shareholder return.

The Independent Directors also consider the other key benefits of the Acquisition to be as follows:

• Acquisition by the Group of a fully operational management platform.

• Assumption of a high quality management team who have a unique and valuable understanding of the assets.

• Non-reliance on a third party asset manager and a separate non-executive board.

• More transparent management structure.

• Potential for higher rating/reduced cost of capital.

• Removal of potential or perceived conflicts of interest.

• Opportunities to derive income from third party asset management.

• Investment in the business of RBDL and an interest in its cash flows.

Terms of the Acquisition

On 6 November 2013 the Company and the RIFM Sellers entered into the RIFM Acquisition Agreements pursuant to which the Company has agreed to acquire the entire issued share capital of RIFM in consideration of an issue of New Ordinary Shares in the Company.

The consideration payable by the Company under the RIFM Acquisition Agreements is to be satisfied by the issue of a total of 79,000,000 New Ordinary Shares, being the RIFM Consideration Shares, to the RIFM Sellers. The RIFM Consideration Shares are being apportioned between the RIFM Sellers as follows:

Pursuant to the RIFM Acquisition Agreements, each of which is conditional upon the other and, inter alia, upon the approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM, the Company will acquire the entire issued share capital of RIFM. This request for approval was submitted to the SARB by Redefine Properties on 29 October 2013. In addition, and in order to ensure compliance with certain UK-REIT requirements relating to "balance of business", the RIFM Sellers are to ensure that upon completion of the RIFM Acquisition Agreements, RIFM owns no more and no less than 33 per cent of RBDL, being its equity interest in RBDL at the date of the RIFML Acquisition Agreements.

Consequences of the Acquisition not proceeding

If Resolutions 1 and 2 are not passed by Shareholders, and/or the approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM is not obtained by a longstop date of 9 December 2013, or such other date as the parties otherwise agree, the Acquisition will not proceed and the Group's management functions will not be internalised. The conversion of the Company to a 2006 Act company and election for UK-REIT status may still be implemented, provided that the Shareholders pass Resolution 3 at the Extraordinary General Meeting and all other requisite conditions are satisfied relating to such Proposals.

If the Acquisition does not proceed but the Proposals to convert to a 2006 Act company and election for UK-REIT status do, this will have a number of consequential effects including the following:

i. the Group will continue with the Investment Adviser as its external property adviser under the terms of the Investment Adviser's Agreement

ii. the RIFM Acquisition Agreements will lapse and cease to have effect;

iii. the RIFM Consideration Shares that would have been issued to the RIFM Sellers pursuant to the RIFM Acquisition Agreements will not be issued;

iv. Michael Watters will continue to serve as a non-executive Director of the Company instead of becoming an executive Director and Andrew Rowell will not be appointed as a Director; and

v. The Share Plans will not be accepted.

Accounting Treatment of the Acquisition

The following will apply to the accounting treatment in respect of the Acquisition:

(a) The value attributed to the element relating to the Investment Adviser's Agreement (effectively the "cancellation fee" payable) will be treated as a payment to avoid making future payments under the contract and will therefore be written off fully in the income statement.

(b) The value attributed to the third party asset management fees will be amortised over the remaining period of the contracts/expected asset management term.

(c) The investment will be deemed to be an associate and as such it will be measured at cost. This will be subsequently increased or decreased for the Group's share of the profit or loss of the associate and adjusted for any dividends received.

RELATED PARTY TRANSACTION

The proposed Acquisition is classified under the UK Listing Rules as a "related party transaction" as the RIFM Sellers are classified as a "related party" under the UK Listing Rules: Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin are also classified as "related parties". Redefine Properties, which owns 90 per cent of the issued share capital of RIFM, is a related party due to it being a substantial shareholder of the Company under the UK Listing Rules by virtue of its holding of more than 10 per cent of the Company's Existing Ordinary Shares. Corovest Offshore, which owns the remaining 10 per cent of the issued share capital of RIFM, is a related party due to it being an associate of Michael Watters (who is a related party by virtue of his directorship of the Company), Andrew Rowell, Stephen Oakenfull and Stephen Carlin (who are related parties by virtue of their being a director of one or more subsidiaries of the Company) and such individuals collectively owning over 30 per cent of the issued share capital of Corovest Offshore. Consequently, the proposed RIFM Acquisition Agreements are conditional upon, and must be approved by, the Independent Shareholders before they are completed. Accordingly, the approval of the Independent Shareholders will be sought at an Extraordinary General Meeting to be held on 29 November 2013. The Notice convening the Extraordinary General Meeting is set out at the end of the Prospectus. Each of the related parties will not vote on the Shareholders' resolution relating to the RIFM Acquisition Agreements and have undertaken to take all reasonable steps to ensure that their associates will not vote on such Resolution, in each case to be proposed at the EGM.

The Board, having been advised by Investec and Peel Hunt, considers that terms of the related party transaction, described above, to be fair and reasonable insofar as the Shareholders as a whole are concerned. In providing financial advice to the Board, each of Investec and Peel Hunt have taken account of the Board's commercial assessment of the related party transaction. Neither of Marc Wainer nor Michael Watters have taken part in the Board's consideration of the Related Party Transaction.

WAIVER OF OBLIGATION UNDER RULE 9.1 OF THE UK TAKEOVER CODE

The issue of New Ordinary Shares pursuant to the RIFM Acquisition Agreements gives rise to certain considerations under the UK Takeover Code.

The purpose of the UK Takeover Code is to supervise and regulate takeovers and other matters to which it applies. The UK Takeover Code is issued and administered by the Takeover Panel. On the basis that the Company's place of central management and its registered offices are in the Isle of Man and its shares are admitted to trading on a regulated market in the UK, it is a company to which the UK Takeover Code applies and as such its Shareholders are therefore entitled to the protections afforded by the UK Takeover Code.

Under Rule 9 of the UK Takeover Code, any person who acquires an interest (as defined in the UK Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent or more of the voting rights of a company which is subject to the UK Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent of the voting rights of a company but does not hold more than 50 per cent of such voting rights a general offer will normally be required if any further interests in shares are acquired by any such person.

An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Currently, the Company has one large shareholder, being Redefine Properties, which has an interest of 33 per cent in the Company at the date of this announcement. For the purposes of the UK Takeover Code, Marc Wainer and Bernard Nackan are also members of the Concert Party, as they are directors of Redefine Properties who are also interested in Ordinary Shares.

Further, pursuant to the UK Takeover Code, Corovest Offshore is also a member of the Concert Party through its 10 per cent ownership of RIFM. Consequently, Michael Watters (being a director of Corovest Offshore), Stephen Carlin, Andrew Rowell and Stephen Oakenfull (such individuals collectively owning over 30 per cent of the issued share capital of Corovest Offshore) are also deemed to be members of the Concert Party.

Following the issue of the RIFM Consideration Shares, the Concert Party will have an interest in 443,140,387 Ordinary Shares representing 38.3 per cent of the issued share capital of the Company following Admission.

A table showing the beneficial interests in Ordinary Shares of the Concert Party and the relevant related parties both before and upon Admission is set out below:

Notes:

* The beneficial interest of Michael Watters is held indirectly through a discretionary trust which has a shareholding in Corovest Offshore Limited.

** Certain of the beneficial interests of Stephen Carlin, Stephen Oakenfull and Andrew Rowell are held indirectly by discretionary trusts which have shareholdings in Corovest Offshore Limited.

In addition, if Resolutions 9 and 10 are passed at the EGM and the Share Plans are implemented by the Company, Michael Watters, Andrew Rowell and/or Stephen Oakenfull may be entitled to receive further Ordinary Shares in the future subject to any awards granted under and pursuant to the terms of the Performance Share Plan. The maximum number of new Ordinary Shares which may be issued, in aggregate, to Michael Watters, Andrew Rowell and Stephen Oakenfull (if the maximum possible awards were granted by the Remuneration Committee under the Performance Share Plan and all conditions to the awards were satisfied in full) is 21,000,000 Ordinary Shares (7,000,000 per individual), representing approximately 1.8 per cent of the issued share capital of the Company (following the issue of the CMC Consideration Shares and the RIFM Consideration Shares). Therefore, assuming the award and subsequent issue of the maximum aggregate amount of 21,000,000 Ordinary Shares, the maximum interest of the Concert Party following the issue of the RIFM Consideration Shares is 464,140,387 Ordinary Shares representing 40.2 per cent of the issued share capital of the Company following Admission.

Following an application by the Directors the Takeover Panel has agreed, subject to the Rule 9 Waiver Resolution being passed on a poll by Independent Shareholders, to waive the requirement for the Concert Party to make an offer to Shareholders as would otherwise arise under Rule 9 of the UK Takeover Code as a result of (1) the completion of the Acquisition and the subsequent allotment of New Ordinary Shares to certain members of the Concert Party and (2) the issue of up to a maximum aggregate amount of 21,000,000 new Ordinary Shares to Michael Watters, Andrew Rowell and Stephen Oakenfull (a maximum of 7,000,000 per individual) pursuant to the Performance Share Plans. The Acquisition is therefore conditional on the approval of the waiver by Independent Shareholders being obtained.

Each of Redefine Properties, Corovest Offshore, the Concert Party Directors and Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin have confirmed that they do not have any intentions regarding the future business of, or strategic plans for, the Company, the locations of the Company's places of business, the redeployment of the Company's fixed assets or the continued employment of the employees of the Company and the Company's subsidiaries and the management of the Company and the Company's subsidiaries, contributions into the Company's pension scheme(s), the accrual of benefits to existing members, and the admission of new members, the management of the Company and the Company's subsidiaries and the Company's existing trading facilities following completion of the Proposals.

The Acquisition is not expected to have a material effect on each of Redefine Properties' and Corovest Offshore's earnings, assets or liabilities.

BOARD CHANGES AND CORPORATE GOVERNANCE

Following completion of the Proposals the Board is intending to review the make-up of the Board to ensure the Company has directors with the relevant skills and experience in preparation for the next phase of the Group's development. A number of non-executive changes are expected which will reflect the status of the Company as a major mid-cap UK-REIT.

In conjunction with the Internalisation of the management of the Company and the requirement under UK-REIT rules that the Company is solely UK tax resident, Michael Watters will take up an executive role with the Company as Chief Executive Officer.

Furthermore, it is proposed that Andrew Rowell will be appointed as the Chief Financial Officer of the Company with effect from the passing of Resolution 4 to be proposed at the EGM. Accordingly, if the Acquisition proceeds, the Board will include both executive and non-executive Directors. At such time, the Board will consist of 10 Directors being:

All non-executive Directors are considered to be independent for the purposes of complying with the Corporate Governance Code, other than Marc Wainer. The senior independent Director is Ita McArdle.

In addition, if the Proposals proceed, with effect from the date the Company elects for UK-REIT status, Anne Cooper Woods will resign as Company Secretary and Lisa Hibberd, a UK resident, will be appointed as Company Secretary of the Company.

SHARE PLANS

In conjunction with the Company electing for UK-REIT status in the UK and the Internalisation, and the appointment of executive Directors at such time, subject to the approval of Shareholders, the Company proposes to operate the Share Plans following its election for UK-REIT status.

It is intended that the Performance Share Plan will be the Company's primary long-term incentive plan. Awards will be granted on an annual basis with participation limited to executive Directors of the Company and other members of senior management. Awards under the Performance Share Plan will ordinarily vest three years after grant subject to the satisfaction of performance targets and continued employment (subject to standard "good leaver" provisions). It is currently intended that the awards to be granted shortly after Admission be subject to two total shareholder return related performance targets.

In addition to the Performance Share Plan, the Company also intends to operate the Restricted Stock Plan. Neither those Directors who will become executive Directors of the Company nor any other participants in the Performance Share Plan will be permitted to participate in the Restricted Stock Plan. Awards will be granted under the Restricted Stock Plan on an ad hoc basis to such employees as the Remuneration Committee may determine. Awards under the Restricted Stock Plan will vest three years after grant (or after such other period as the Remuneration Committee may determine) provided the awardholder remains employed by the Group (subject to standard "good leaver" provisions) and the satisfaction of the applicable performance targets (if any).

As a result of the Company being dual listed on the Main Market of the LSE and the JSE, the Share Plans will need to operate subject to limits relevant to companies listed on both exchanges.

CMC CONSIDERATION SHARES, RIFM CONSIDERATION SHARES AND THE UK PROSPECTUS RULES

On 14 August 2013, the Company announced the acquisition of a three shopping centre portfolio in Germany for €189 million, from certain funds managed by CMC Capital Limited. The acquisition completed on 30 August 2013, at which time 12,606,061 Ordinary Shares were issued in partial satisfaction of the consideration due to be paid to the sellers of the Ingolstadt and Hamburg properties under the CMC Acquisition Agreement. As announced on 2 September 2013, the Sellers of the Berlin property elected under the CMC Acquisition Agreement to receive 19,635,340 Ordinary Shares at an effective price of 40 pence per share, to be adjusted pursuant to the Sterling: Euro exchange rate on 29 November 2013, being the CMC Consideration Shares. Pursuant to the CMC Acquisition Agreement, such CMC Consideration Shares are to be issued on or before 6 December 2013.

As a result of Ordinary Shares previously issued to acquire certain minority interests in jointly controlled entities (announced on 1 July 2013), to certain CMC Sellers in respect of the Ingolstadt and Hamburg properties under the CMC Acquisition Agreement on 3 September 2013 (announced on 2 September 2013), to Aviva pursuant to a Aviva convertible loan instrument (announced on 13 September 2013) and to the RIFM Sellers pursuant to the RIFM Acquisition Agreements, the issue and request by the Company for Admission of the RIFM Consideration Shares on or about 6 December 2013 and the CMC Consideration Shares on or about 6 December 2013 would be unlawful, unless an approved prospectus has been made available to the public before the request is made. Accordingly, the publishing of the Prospectus, which has been prepared in accordance with the UK Prospectus Rules of the FCA and in accordance with the UK Listing Rules and the JSE Listings Requirements, and which has been approved by the FCA and the JSE, will allow the Company to lawfully apply for the Admission of the CMC Consideration Shares as required pursuant to the provisions of the CMC Acquisition Agreement and the RIFM Consideration Shares pursuant to the provisions of the RIFM Acquisition Agreements. It will also mean that, in accordance with the UK Prospectus Rules, in the rolling 12-month period following the date of the Prospectus, subject always to any other requirements to issue a prospectus for any other reason, the Company shall be entitled to issue Ordinary Shares representing less than 10 per cent of its issued share capital without the need for a further prospectus.

Application will be made to the UKLA and the JSE for the CMC Consideration Shares and the RIFM Consideration Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange and the JSE's Main Board, respectively.

The CMC Consideration Shares and RIFM Consideration Shares, when issued and fully paid, will be identical to and rank in full with the Ordinary Shares for all dividends and other distributions declared, made or paid after Admission, and will rank pari passu in all respects with the existing Ordinary Shares as at the date of issue save that such New Ordinary Shares will not rank for the second interim dividend to be paid on 29 November 2013.

RE-REGISTRATION UNDER COMPANIES ACT, 2006 (AS AMENDED)

Included in the proposed Resolutions for the EGM is a resolution authorising the re-registration of the Company as a company incorporated under the Isle of Man Companies Act, 2006 (as amended), and consequently adopting amended Memorandum and Articles of Association (the "Re-Registration Proposal").

Rationale for the Re-Registration Proposal

The Company is currently incorporated under the 1931 Act. As such, the Company is restricted from returning share capital to shareholders except pursuant to a reduction of share capital sanctioned by the Isle of Man High Court (the "Court"), with associated cost and time implications. The Company has in the past made a number of applications to the Court to sanction a reduction of its share capital, and further returns of share capital may be made in future in accordance with the Company's investment policy. Re-registration of the Company under the 2006 Act would remove the need to seek Court sanction to any future reduction of share capital and so allow the Company to return share capital to shareholders in a more efficient manner. This is because, under the 2006 Act, reductions of share capital may be made provided the Directors are satisfied, on reasonable grounds, that the Company will immediately thereafter satisfy the solvency test set out in section 49 of the 2006 Act (the "statutory solvency test").

In the event Shareholders approve the Re-Registration Proposal, the Company will, in conjunction with completion of the Acquisition and Internalisation, re-register as a company governed by the 2006 Act (the "Re-registration") and be subject to a new memorandum (the "New Memorandum") and New Articles. The New Articles contain certain changes which relate to the Re-registration, and certain other changes which relate to the other resolutions to be proposed at the EGM.

The Re-registration

The 2006 Act is parallel company legislation separate from the 1931 Act which updates and modernises Isle of Man company law. The 2006 Act does not include a number of traditional company law formalities. For example, instead of the more restrictive maintenance of share capital rules, reductions of share capital and distributions to shareholders are subject to the statutory solvency test. Set out below is a brief summary of the key characteristics of companies incorporated under the 2006 Act.

As part of the Re-registration, it is proposed the Company will adopt the New Articles. The proposed New Articles are (subject to the other changes which relate to the other resolutions to be proposed at the EGM) substantially the same as the Company's existing Articles of Association.

Consequences of Re-registration

The 2006 Act provides that the Re-registration shall not be deemed to operate to create a new legal entity or to prejudice or affect the continuity of the Company. On the date the Registrar of Companies in the Isle of Man issues a certificate of Re-registration in respect of the Company, the Company shall cease to be a company incorporated under and subject to the 1931 Act and instead the Company shall be subject to the 2006 Act. The Re-registration, once effected, is not reversible.

Meeting and Resolution

The Re-Registration Proposal is conditional upon the approval by special resolution of the Company's Shareholders in general meeting. Please see Resolution 3 set out in the Notice. For the special resolutions to be passed at least 75 per cent of the votes cast must be cast in favour of the relevant resolution.

Recommendation

The Directors of the Company consider that the Re-Registration Proposal is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors of the Company unanimously recommend all Shareholders to vote in favour of Resolution 3.

Characteristics of the Companies Act 2006 (as amended)

The following, though not exhaustive, are some of the key characteristics of companies incorporated under the 2006 Act:

• the 2006 Act does not have the concept of authorised share capital. Therefore, shares may be issued with or without par value. After Re-registration the Company will continue to have shares of 8 pence par value;

• subject to compliance with its Memorandum and Articles of Association, the 2006 Act allows a company to declare and pay a dividend in respect of income and to purchase, redeem or otherwise acquire its own shares subject only to meeting the statutory solvency test;

• companies incorporated under the 2006 Act have separate legal personality and perpetual existence. In addition, such companies have unlimited capacity to carry on or undertake any business or activity; this is so irrespective of corporate benefit. The 2006 Act provides that no corporate act is beyond the capacity of a company by reason only of the fact that the relevant company has purported to restrict its capacity in any way in its Memorandum or Articles or otherwise. A person who deals in good faith with a company incorporated under the 2006 Act is entitled under the 2006 Act to assume that the powers of the Directors of the Company are without limitation;

• there are no prohibitions in relation to a company providing financial assistance for the purchase of its own shares;

• there is a requirement for a registered agent appropriately licensed in the Isle of Man (IQE Limited will be the Company's first registered agent following Re-registration);

• there are simple share offering/prospectus requirements;

• there are reduced compulsory registry filings;

• there is no statutory requirement for a company incorporated under the 2006 Act to have an annual general meeting (although this requirement is contained in the New Articles); and

• the statutory accounting requirements are simplified; and any financial statements which are prepared must be under accounting standards and practices recommended by the International Accounting Standards Board (IFRS), the Accounting Standards Board (UK GAAP) or the Financial Accounting Standards Board/Government Accounting Standards Board/Federal Accounting Standards Board (US GAAP).

NEW ARTICLES OF ASSOCIATION

The proposed New Articles are substantially based upon the Company's existing Articles of Association. However, changes are required to be made to the existing Articles to allow the Company to operate as a UK-REIT, to Re-register as a 2006 Act company, to include provisions associated with the adoption and operation of the Share Plans and to satisfy certain JSE Listings Requirements.

CURRENT TRADING AND PROSPECTS FOR THE GROUP

UK stable income

Market

Improving economic conditions and confidence have started filtering through to the occupational market. GVA reported take-up across regional centres in the third quarter of 2013 at 10 per cent above the five-year quarterly average, a significant turnaround from recent periods.

A stronger investment market generally and an increase in investment activity outside of London and the South East provided improved liquidity and valuation support to regional assets. The pace of valuation decline has slowed significantly, and in many cases reversed for better quality secondary assets in major regional centres.

Performance

Valuations were supported by the improvements to the investment market as well as the on-going process of rationalising the portfolio to those assets with better long term growth potential. The Company's portfolio declined marginally by 1.0 per cent in the six month period from 28 February 2013. The Government-let portfolio declined by approximately 1.9 per cent, largely as a result of declining lease lengths reflecting the current environment in which negotiations around lease extensions are typically left until the end of the lease period and are then subject to an often protracted approval process. Despite this, the Company is confident that the majority of leases will be extended or re-let in due course. Positive valuations elsewhere in the portfolio, most notably offices owned in London's Southbank area, offset some of the decline in regional offices.

Occupancy (excluding the Delta portfolio) improved to 98.0 per cent (28 February 2013: 93.2 per cent) following the sale of Sapphire House, Telford and letting of 9,000 square feet of vacant space. A further 65,000 square feet was under offer at the year end which will support a continued reduction in operating costs.

Investment and asset management

The lease with the Secretary of State (UK Passport Service) at Rochdale was regeared by removing the 2016 break and extending the term certain to November 2021. Leasing activity was otherwise limited to a number of small lettings with few lease events being triggered in the period.

Delta portfolio

The Delta portfolio remains held for sale. Three assets were sold post year end for a total disposal price of £4.1 million in order to achieve the necessary sales targets under the restructured facility agreement. The remainder of the portfolio is anticipated to be sold before April 2015. The Company has no economic exposure to the valuation movements on the Delta portfolio but continues to receive 65 per cent of net rental income after debt service costs.

Strategy and Outlook

The restructuring of the ex-Wichford Government-let regional office portfolio has been largely completed, resulting in a portfolio with reduced letting risk and a stronger income profile. Government-let offices now form 11.6 per cent of the directly held property portfolio (excluding non-core assets) by value.

Rental levels on good quality secondary stock are expected to stabilise, particularly in the South East, where a sustained level of demand is being experienced. Asset management will remain focused on income security and repositioning assets with higher value alternative uses.

Despite the recent focus on restructuring the portfolio, a stronger economy and improving occupier sentiment are creating opportunities to acquire relatively high yielding assets in areas with improving property fundamentals.

The immediate focus will be on recycling capital from redevelopment sites into new investments.

UK retail

Market

Consumer-related economic indicators have improved throughout 2013 which, if sustained, should start to support demand for retail space. However, despite a number of leading indicators including retail sales volumes showing signs of improvement, real rental growth may still take some time to come through. The number of administrations across all retail sectors reduced significantly in the first half of 2013 providing further evidence that the market is stabilising.

The investment market for good quality secondary shopping centres has seen a sharp increase in activity with a number of investors attracted to shopping centres that offer relatively high but sustainable yields.

Performance

The portfolio value increased 2.9 per cent since 28 February 2013 reflecting the impact of a successful leasing and asset management strategy as well as evidence from a stronger investment market.

Occupancy declined marginally to 95.0 per cent by area (28 February 2013: 95.9 per cent). 1,096 square metres or 19 per cent of the void space relates to the newly developed units at Birchwood, Warrington and St George's, Harrow which are in the process of being marketed. ERVs increased 2.4 per cent in the six month period from 28 February 2013. Early signs of stability appear to be returning to the occupational market outside of London which, together with recent investment, leasing and asset management initiatives, is expected to provide support to future rental levels.

Footfall declined 3.8 per cent against a comparative Experian benchmark decline of 4.0 per cent, reflecting a relatively common recent trend of fewer individual visits, but higher expenditure per visit.

Note: Figures reflect the Group's share of assets not 100 per cent owned.

1. 31 August 2012 figures have been restated to reflect the Group's share of jointly controlled entities.

2. Excludes Delamere Place Shopping Centre, Crewe.

Investment and asset management

Recent asset management initiatives, particularly those at St George's, Harrow, are expected to show strong returns on investment with capital having been invested early in the cycle ahead of anticipated improvements in the retail environment.

St George's, Harrow

A number of key lettings, lease extensions and refurbishments were completed during the period as part of the asset management plan to establish St George's as the leisure and shopping destination of choice in the wider catchment:

• Unit 10/11: Nandos has taken a 3,491 square feet unit plus an additional 220 square feet seating area at a rent of £82,000 pa on a new 20 year lease.

• Unit 12/13: Frankie & Bennys has taken a 4,270 square feet unit at a rent of £102,480 pa on a new 25 year lease with a tenant only break at year 15.

• Unit 1/2: H&M has regeared its lease and taken a reconfigured 7,786 square feet unit at a rent of £175,000 pa on a 10 year lease with a tenant only break at year seven.

• Unit 28: Pizza Express has regeared its lease and taken a 2,859 square feet unit at a rent of £79,300 pa on a new 25 year lease with a tenant only break at year 15.

• The units occupied by Vue, Prezzo, McDonalds and TK Maxx were comprehensively refurbished.

• Birchwood, Warrington NU13: 99p stores has taken a 10,000 square feet unit at a gross rental of £100,000 pa on a new 10 year lease.

Weston Favell Shopping Centre ("Weston Favell")

Weston Favell was conditionally acquired post period end for a purchase price of £84.0 million reflecting a net initial yield (after acquisition costs) of 7.2 per cent. The property, situated on the edge of Northampton, comprises approximately 307,763 square feet of retail accommodation arranged over two floors with 1,150 free parking spaces. Anchored by one of the largest Tesco Extra supermarkets in the UK (156,987 square feet, with a 14.3 years unexpired lease term), the centre has a total of 56 retail units and seven kiosks let to a variety of national and local retailers.

The key investment attractions include the centre's dominance in the wider catchment, the lack of supermarket competition in the north east of Northampton and the strength of the Tesco covenant which accounts for 53 per cent of the net passing rent. The current void rate is 3.4 per cent by ERV and 2.2 per cent by area.

Digital strategy

The installation of Wi-Fi has been completed at Grand Arcade Shopping Centre, Wigan ("Grand Arcade"), West Orchards Shopping Centre, Coventry ("West Orchards") and Birchwood with the installation at Byron Place Shopping Centre, Seaham ("Byron Place") in progress. A mobile and tablet enabled website and consumer app is being trialled at West Orchards and will be used to inform a strategy across the UK Retail portfolio.

Commercialisation

The Company recently appointed consultants, to drive income through a use of good quality operational management, market contacts and 'portfolio leverage'. It is anticipated that an additional £150,000 per annum of new income will be generated in 2014.

Strategy and outlook

The UK retail market strengthened in 2013 with signs of improving consumer and occupier demand. The retail recovery remains fragile, which combined with on-going structural changes in retailing and consumer behaviour, provides some uncertainty. However, market sentiment suggests the value, convenience and leisure subsectors are more resilient in terms of consumer demand and resistance to the effects of the internet.

The Company's retail strategy has therefore focused on two areas of growth, namely convenience and discount shopping and leisure, food and beverage. Efficient capital expenditure and strategic leasing has encouraged a number of retailers to invest in modernising their stores. The results, particularly at St George's, Harrow, where retailers have reported clear improvements in footfall and profitability, are strong evidence that investment into the right assets can provide sustainable retail assets and investment returns.

The year ahead will focus on letting the remaining 8,600 square feet of new retail space developed at Birchwood and continued capital expenditure programmes at St George's, Harrow and West Orchards.

Hotel properties

Market

Following a slow start to the 2013 calendar year, there was a marked improvement in operating performance from June onwards. Price Waterhouse Coopers (UK hotels forecast 2014) expects occupancy across all London hotels to reach approximately 82 per cent in 2014 despite new supply, particularly in East London. As expected, the wider London hotel market has seen room rates significantly reduced from the peak at the time of the 2012 Olympic Games. However, improved economic prospects and tangible improvements in operating metrics suggest room rates are likely to rise again in 2014.

Performance

Underlying operating metrics have improved markedly in recent months, which is encouraging at the start of the Company's new financial year. Average occupancies for the financial year were 33.1 per cent across the portfolio. Continued high occupancies should support increased rates and RevPAR in 2014. RevPAR averaged £72.60 across the portfolio for the financial year.

The portfolio value of £150.3 million remained broadly unchanged from 28 February 2013 (£150.2 million).

Investment and asset management

An effective 42.6 per cent share of the Holiday Inn Express, Earl's Court was acquired in November 2012. The effective purchase price of £27.0 million (including £0.4 million of transaction costs) reflected a net initial yield of 7.5 per cent. The addition of 50 rooms in 2012 has been easily absorbed by the market with occupancies and RevPAR remaining stable; a strong indication of the underlying demand locally and in London generally.

The construction of the Southwark redevelopment to add 48 bedrooms is well advanced, with completion anticipated in the first half of 2014. A planning application for an additional 10 bedrooms to be located alongside the entrance façade has been submitted for planning.

Strategy and Outlook

Opportunities to make further acquisitions are expected to be limited in the current market, partly as a result of a limited number of suitable investment opportunities coming to the market and partly as a result of current pricing expectations. The immediate focus will therefore remain on adding additional rooms where possible and during revenue growth.

Following a year of adjustment following the Olympics, the London hotel market is set to revert back to more normal trends. Occupancy has strengthened recently, and despite continued new supply, opportunities for higher rates and RevPAR are expected in 2014. In nominal terms, rates and RevPAR are expected to return to peak levels.

Given the historic close relationship between RevPAR and GDP, the existing portfolio is well positioned, particularly following the Group's recent capital investment program, to benefit from any sustained improvement in the UK economy.

Europe

Market

Although investment volumes in Europe declined overall, volumes in Germany continued to rise supporting Germany's status as a relative safe haven in Europe. Investment in Germany remains concentrated on prime assets where values continued to rise increasing the pricing differential between prime and secondary assets. Increasing risk appetite may however see investment demand for secondary assets improving in the near future.

Performance

Voids in the like-for-like portfolio remained nominal but occupancy of the total portfolio reduced slightly to 98.6 per cent following the acquisition of City Arkaden Shopping Centre, Ingolstadt which was 87.1 per cent occupied at 31 August 2013 and is subject to obtaining vacant possession on a number of units as part of the overall asset management strategy.

Valuations were up 2.2 per cent in local currency terms from 28 February 2013 reflecting the active asset management within the portfolio in negotiating lease renewals or extensions. However, a weaker Euro against Sterling resulted in valuations increasing 1.3 per cent in Sterling terms.

Investment and asset management

The acquisition of three prime shopping centres in Berlin, Hamburg and Ingolstadt pursuant to the CMC Acquisition Agreement was a significant transaction for the Group and a notable step in improving the overall quality of the portfolio.

The portfolio was acquired for a headline value of €189.0 million reflecting a net initial yield of 5.5 per cent before taking into account effective adjustments as a result of the consideration being part paid in ordinary shares of the Company and part paid in cash at a discount of approximately 4 per cent to the equity value. The three German shopping centres were acquired together with stapled debt of €140.8 million at an average all in cost of 3.14 per cent per annum providing an initial income return on equity in excess of 12 per cent.

The Delmonhorst property (part of the Lidl Portfolio) was sold for €250,000. The sale removes 2,500 square feet of vacant space and is in line with the Company's strategy of selling smaller non-core assets. The proceeds of the sale have been used to part repay the loan on the remaining portfolio. Leasing activity was limited with few lease events in the period.

Strategy and outlook

A number of asset management initiatives were identified as part of the recent shopping centre acquisition. Opportunities to add additional retail space supported by the introduction of additional or new anchor tenants are at various stages of development. Certain of these initiatives have been progressed since the acquisition and are anticipated to provide yield enhancing opportunities over a two year period.

Further sales of smaller non-core assets are anticipated during the next financial year with the intention of reducing the number of assets in the portfolio and concentrating on opportunities to drive income and value.

The Cromwell Property Group

Cromwell's business

Cromwell is an internally managed Australian Real Estate Investment Trust (A-REIT) with a property investment portfolio in excess of AUD 2.5 billion (£1.5 billion) together with a fund management business that promotes and manages unlisted property investments. Cromwell's strategy is to provide defensive, superior risk-adjusted returns from Australian commercial property.

Cromwell trades on the Australian stock exchange as a stapled security comprising Cromwell Corporation Limited (which manages the funds management brand and the property operations) and Cromwell Diversified Property Trust (which owns the AUD 2.5 billion property portfolio).

Financial and operating results of Cromwell

Cromwell produced a strong set of operating and financial results for their financial year ended 30 June 2013.

Highlights included:

Operating

• Property portfolio continued to support earnings growth despite a more difficult climate

• Government and listed companies provided 46 per cent and 37 per cent of property income respectively

• Occupancy maintained at 96 per cent with minimal lease expiries over the next two years

• Property exposure remains focused on commercial assets with a balanced allocation to Brisbane, Sydney, Melbourne and Canberra

Financial

• Record operating profit of AUD 102.4 million (7.6 AUD cents per security)

• Operating profit derived 94.9 per cent from property portfolio

• Increase in like-for-like property income of 2.89 per cent

• Distribution per security increased by 3. 57 per cent to 7.25 AUD cents per security

• Net tangible assets excluding interest rate swaps increased to 0.72 AUD cents

• Net gearing reduced to 46 per cent loan to value.

For further information please visit www.cromwell.com.au

Redefine International's investment in Cromwell

Following a period of strong share price appreciation supported by a strong Australian dollar relative to the Pound Sterling, the Company took the opportunity to sell 86,000,000 securities in Cromwell for a total disposal consideration of £52.8 million, thereby crystallising a profit of £10.5 million. As a result of the disposal and a further Cromwell placement in June 2013 in which the Company did not take part, Redefine International's shareholding in Cromwell reduced from 23.08 per cent to 13.70 per cent.

Relationship Agreement

In connection with the Reverse Takeover which completed in August 2011, Redefine Properties International (as the majority Shareholder) and the Company, in respect of itself and the Group entered into the Relationship Agreement setting out certain corporate governance arrangements for the Group.

The Relationship Agreement contained certain governance arrangements for the Group, subject to on-going compliance with all regulatory requirements, including the UK Listing Rules and the JSE Listings Requirements.

Following completion of the secondary listing of the Company's Ordinary Shares on the JSE and Redefine Properties International's unbundling of its holding of Ordinary Shares to its linked unitholders, Redefine Properties International ceased, from 4 November 2013, to hold any Ordinary Shares in the issued capital of the Company. The Relationship Agreement contained provisions which provided that when Redefine Properties International and its "associates" (being Redefine Properties International's directors and its subsidiaries) ceased to hold an interest in 30 per cent or more of the Company's Ordinary Shares, the Relationship Agreement automatically terminates and accordingly the Relationship Agreement terminated on 4 November 2013.

Moving forward the Company is aware that the FCA has published a Consultation Paper (FSA CP12/25) to enhance the effectiveness of the Listing regime and ultimately amend the UK Listing Rules for premium listed companies. The FCA has indicated that it is due to publish the findings on the consultation by the end of 2013. The proposed amendments cover the concept of carrying on "independent business" for premium listed companies (and clarifying the requirement for an applicant to control the majority of its business), implementing the concept of a "controlling shareholder" and introducing new eligibility and continuing obligation requirements for premium listed companies. This would include a requirement for a relationship agreement to be put in place between a premium listed company and any controlling shareholder (and its associates and concert parties). The Board are committed to ensuring good corporate governance for the Company and accordingly will review and consider the FCA's recommendations when published, and implement any new requirements under the UK Listing Rules at the appropriate time.

INVESTMENT COMMITTEE AND INVESTMENT POLICY OF THE GROUP

The Group's strategy is focused on delivering sustainable and growing income returns through investment into income yielding assets, let to high quality occupiers on long leases. Development exposure is generally limited to asset management and ancillary development of existing assets in order to enhance and protect capital values. The Group is focused on real estate investment in large, well developed economies with established and transparent real estate markets. The investment portfolio is geographically diversified across the UK, Europe and Australia providing exposure to the retail, office, industrial and hotel sectors.

The Company's Investment Committee is made up of Marc Wainer, Richard Melhuish and Michael Farrow. The Group's current investment policy is set out below.

Investment policy

The Group's investment policy is to provide investors with strong investment returns and a balanced exposure to lower risk income generating assets and opportunities that will provide a higher capital return.

In implementing its investment policy, the Group will contemplate available opportunities and future undertakings that will yield satisfactory returns at acceptable risk levels. In making investments the Group will seek to achieve a reasonable level of diversification across a spread of assets and geographies. The Group currently has investments in the United Kingdom, Switzerland, Germany, The Netherlands, the Channel Islands and Australia concentrating on the retail, government, commercial (office and industrial) and hotel sectors.

Investment criteria

• The Group will focus on property investments which provide a stable, predictable and low risk income stream, with opportunities to enhance value through active management.

• The Group will also selectively pursue development or redevelopment opportunities where they can be substantially pre-let to businesses with strong rental covenants or in order to protect, enhance or extract additional value from existing investments. This will include residential, hotel, retail or mixed use developments if appropriate.

• The Group may also look at distressed property investments where opportunities arise as markets recover. Investments outside the above criteria will only be made where risk adjusted returns to Shareholders are satisfactory and the Group has the reserves necessary to extract an above-market return from the investments.

• The Group will make investments in property via a number of methods which include:

o acquisition of the real estate assets or portfolio of assets;

o direct investment in or acquisition of the holding company of the real estate asset or portfolio of assets;

o direct investment in or acquisition of a joint venture vehicle which has a direct investment in or holds the real estate assets or the holding company of the real estate asset or portfolio of assets; and

o investments in property securities (debt and/or equity securities) which are acquired when their value is considered superior to physical property. These investments are often of a strategic nature where the shareholding can be used to unlock value in underlying property assets or significant influence can be exerted through board representation or through management.

Gearing

The level of gearing of the Group will be governed by careful consideration of the cost of borrowing and the ability to mitigate the risk of interest rate increases and the effect of leverage on the returns generated from assets acquired. The Directors intend that the Group's level of borrowing will be between 50 per cent and 65 per cent of the gross value of its total assets through the cycle. The Group's maximum level of gearing will not exceed 85 per cent of the gross value of the Group's total assets at any point in time. Details of the Group's borrowing limits under its Articles of Association are set out below:

"The Group's Board may exercise all the powers of the Group to borrow money, to give guarantees, to mortgage, hypothecate, pledge or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Group and, subject to the provisions of the IOM Act and the Articles, to create and issue debenture and other loan stock and debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Group or of any third party. Provided that the Board shall restrict the borrowings of the Group so as to secure that the aggregate principal amount for the time being of all borrowings by the Group and for the time being owing to persons outside the Group shall not at any time, without the previous sanction of an ordinary resolution of the Group exceed 10 times the aggregate of:

• the amount paid up on the issued share capital for the time being of the Company; and

• the total of capital and revenue reserves (including any share premium account, capital redemption reserve, all as shown in the latest balance sheet of the Company)."

• Equivalent provisions are contained in the New Articles should Resolution 3 be approved.

Investment restrictions

• The Group will not invest in forward funding a development on land in which the Group does not have an interest without a pre-let agreement to lease.

• The Group will not invest in properties where the purchase price is not supported by an external valuation.

• The Group will not invest in properties where there are known to be material environmental issues.

• The Group will typically invest in properties in the UK with fully repairing and insuring leases.

• No more than 15 per cent in aggregate, of the value of the total assets of the Group may be invested in other listed closed-ended investment funds and/or debt instruments (provided that if such listed closed-ended investment funds themselves do not have a published investment policy limiting exposure to other listed closed-ended investment funds to 15 per cent of total assets, the maximum exposure of the Group shall be 10 per cent of its total assets).

• In addition, pursuant to the UK Listing Rules and the JSE Listings Requirements, the Group is subject to the following investment restrictions:

a. The Group must at all times manage its assets in a way which is consistent with its object of spreading investment risk and is in accordance with the Company's published investment policy.

b. The Group and other members of the Group must not conduct any trading activity which is significant in the context of the Group as a whole.

Investment process

The Directors set the investment policy (subject to Shareholder approval), parameters and objectives and review and approve each sale or purchase of investment assets.

Currently, the Group's Investment Adviser is responsible for identifying and reporting to the Company's Directors, the availability of new investment opportunities that fall within the investment policy and objectives. Following the identification of a potential new investment opportunity and approval by the Company's Directors, the Investment Adviser is responsible for negotiating the terms of investment. Following completion of the Acquisition, these tasks will be effected by the Company itself.

It is anticipated that all associated costs and expenses incurred by the Group when acquiring or disposing of properties, property portfolios or special purpose property vehicles will be paid for and capitalised by the Group in order to determine the total cost.

Changes to the investment policy

The Group will apply its investment policy to all investments made and held by it. Any material changes to the investment policy of the Group will only be made with the approval of Shareholders by ordinary resolution at a general meeting, which will also be notified via a regulatory information service provider to the London Stock Exchange. If the Group breaches its investment policy (including any investment restrictions), the Group will make a notification via a regulatory information service provider to the London Stock Exchange and the JSE of details of the breach and of actions it may or may have taken.

DIVIDENDS

As announced on 29 October 2013, shareholders recorded on the Isle of Man and SA share registers of the Company on 22 November 2013 will receive a second interim dividend of 1.635 pence per Existing Ordinary Share for the financial period ended 31 August 2013,. The rights attaching to the Ordinary Shares are uniform in all respects and they form a single class for all purposes. Holders of Ordinary Shares have uniform voting rights and rights to dividends or distributions in proportion to the number of Ordinary Shares they hold at any time, save that the New Ordinary Shares do not rank for the second interim dividend to be paid on 29 November 2013.

With effect from 1 September 2012 (and taking into consideration the Company's desire to convert to a UK-REIT) the Company has sought to distribute at least 90 per cent of its property rental profits, to fall in line with the current UK-REIT regime. If Resolution 3 is passed at the EGM and the Company thereby converts to a 2006 Act company and adopts the New Articles, the Company will elect for UK-REIT status and will be subject to the UK-REIT regime with effect from the date stipulated in the UK-REIT notice, which is expected to be 3 December 2013. Accordingly, from that time the Company will be required under the existing rules of such regime to distribute at least 90 per cent of property rental profits, in respect of all dividends declared and paid after that date. However, there is no assurance that the Company will pay a dividend or if a dividend is paid, the amount of such dividend.

TAXATION

Shareholders who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK and Isle of Man are strongly advised to consult their own independent financial adviser without delay.

IRREVOCABLE UNDERTAKINGS

Redefine Properties has irrevocably undertaken to vote in favour of Resolutions 3 to 1 0 (inclusive) at the EGM, representing approximately 33.04 per cent of all votes capable of being cast in respect of each of the Resolutions.

Corovest Offshore has irrevocably undertaken to vote in favour of Resolutions 3 to 10 (inclusive) at the EGM, representing approximately 1.2 per cent of all votes capable of being cast in respect of each of the Resolutions.

Those Directors who own Existing Ordinary Shares have irrevocably undertaken to vote in favour of each of the Resolutions at the EGM, representing approximately 0.12 per cent of all votes capable of being cast in respect of each of the resolutions (save that the Concert Party Directors and Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin have irrevocably undertaken not to vote in respect of Resolutions 1 and 2).

DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS

The following definitions apply throughout this announcement, unless the context otherwise requires: