RDI.L Regulatory News (RDI)

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" or the "Company")

 (Incorporated in the Isle of Man)

(Registered number 111198C)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

Completion of Internalisation and conversion to UK-REIT status

With reference to the announcement made on 29 November 2013 by the Company confirming that all Resolutions proposed at the Extraordinary General Meeting held on 29 November 2013 ("EGM") had been passed, Redefine International is pleased to announce that the South African Reserve Bank granted approval on 2 December 2013 to the sale by Redefine Properties Limited of its interest in Redefine International Fund Managers Limited ("RIFM") to the Company. Accordingly, all conditions in the sale and purchase agreement to allow Redefine International to complete its acquisition of RIFM have been satisfied and such acquisition completed on 2 December 2013. As previously announced, this therefore allows the Board, following completion of the internalisation of its external management function, to now proceed to implement all the necessary steps, for the Company's conversion to UK-REIT status and to take all associated actions.

Pursuant to the authority obtained under Resolution 2 proposed at the EGM, approving the acquisition of RIFM, 79,000,000 ordinary shares of 8 pence each in Redefine International ("Ordinary Shares") will be issued to the shareholders of RIFM (the "RIFM Consideration Shares").

New Articles of Association of the Company (the "Articles") have been adopted and the Company will convert to an Isle of Man Companies Act 2006 company with effect from today, 3 December 2013.

Following adoption of the new Articles, the Company will serve notice to convert to UK REIT status with effect from 4 December 2013.

Andrew Rowell's appointment as a Director of the Company has been approved and such appointment as a Director takes effect from today. In addition, the Redefine International P.L.C. Long-Term Performance Share Plan ("PSP") and the Redefine International P.L.C. Restricted Share Plan incentive share plans have been adopted by the Company. Each of the following executive directors and persons discharging managerial responsibility ("PDMR") have today been granted contingent share awards over the number of Ordinary Shares set out below under the terms of the PSP:

The awards granted today will vest three years from grant subject to continued employment and the satisfaction of performance targets. The figures above reflect the maximum number of shares that might vest - the actual number vesting will depend on the extent to which the performance targets are satisfied over the performance period. The awards are subject to two total shareholder return related performance targets. No consideration was paid for any of the awards and no consideration is due on vesting. This notification is made in accordance with DTR 3.1.4R (1)(a).

Furthermore, regarding the CMC Acquisition Agreement (as defined in the prospectus published on 6 November 2013), it has been confirmed that the consideration for the Berlin shopping centre will be satisfied by way of an issue of 19,090,863 Ordinary Shares in Redefine International ("CMC Consideration Shares") (the precise number having being determined pursuant to the Sterling: Euro exchange rate on 27 November 2013 in agreement with the sellers of such Berlin shopping centre).

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

Following Admission the total number of voting rights in the Company will be 1,155,248,554. The figure of 1,155,248,554 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the UK Financial Services Authority's Disclosure and Transparency Rules.

In accordance with paragraph 6(a) of Appendix 1 of the City Code on Takeovers and Mergers, following Admission of the RIFM Consideration Shares and the CMC Consideration Shares the total shareholdings of the Concert Party and the Concert Party Directors (both terms as defined in the Prospectus) in relation to the RIFM Acquisition Agreement and the CMC Acquisition Agreement will be as follows:

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

For further information, please contact:

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