RDI.L Regulatory News (RDI)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT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

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3.2R OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES IN REDEFINE INTERNATIONAL P.L.C. OR IN ANY OTHER ENTITY IN ANY JURISDICTION, INCLUDING TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY PLACING SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION AND TERMS CONTAINED IN THE ANNOUNCEMENT TO BE RELEASED TOMORROW IN RELATION TO THE LAUNCH OF THE PLACING ("THE PLACING ANNOUNCEMENT"), THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY ON 28 JANUARY 2016 AND ANY SUPPLEMENT THERETO AND ANY INFORMATION PUBLICLY RELEASED TO A REGULATORY INFORMATION SERVICE AND SENS BY OR ON BEHALF OF THE COMPANY ON OR PRIOR TO THE DATE OF THE PLACING ANNOUNCEMENT.

15 February 2016

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" the "Company")

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

Extraordinary General Meeting Voting Results

With reference to the prospectus published by the Company on 28 January 2016 (the "Prospectus") in connection with a potential placing to raise minimum proceeds of £100 million and up to £150 million (the "Placing"), Redefine International is pleased to announce that each of the Resolutions proposed at the Extraordinary General Meeting held earlier today, were duly passed without amendment by the required majority on a vote conducted by way of a poll.

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

The results are set out in the table below:-

The Company's total issued share capital as at 15 February 2016 is 1,495,566,887 ordinary shares of 8 pence each.

Votes from the members of the Concert Party and Gavin Tipper were not included in Resolution 3.

Votes from Redefine Properties Limited and its associates were not included in Resolution 3 and 4.

*Votes in favour include the discretionary votes.

**Percentages shown are of votes cast.

***A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes for and against the resolution.

As a result of the approvals of the Resolutions and on the basis set out in the Prospectus, the Concert Party's interests in the Ordinary Shares, whether held directly or indirectly, on Admission, should the Placing proceed, will be a maximum of:

Furthermore, as set out in the Prospectus, the maximum interest of Michael Watters would therefore be 13,537,697 Ordinary Shares (representing 0.77 per cent. of the issued share capital of the Company) and the maximum interest of the Concert Party would be 643,177,210 Ordinary Shares (representing 36.70 per cent. of the issued share capital of the Company).

This announcement should be read in conjunction with the full text of the Prospectus published on 28 January 2016, which is 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.

In accordance with LR 9.6.2 R of the UK Listing Rules, copies of all resolutions passed by the Company have been submitted to the UK's National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company's website, www.redefineinternational.com.

For further information:

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

Michael Watters

Stephen Oakenfull

Janine Ackermann

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

UK Public Relations Adviser

Dido Laurimore

Claire Turvey

Ellie Sweeney

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

SA Public Relations Adviser

Max Gebhardt

Trevor Jones

Notes to editors:

Redefine International is a FTSE 250 income focused UK-REIT with a primary listing on the London Stock Exchange and a secondary listing on the Main Board of the Johannesburg Stock Exchange.

The Group's investment portfolio is diversified across the retail, commercial and hotel sectors in the UK and Germany with an aggregate value in excess of £1.3 billion.

Redefine International is focused on delivering sustainable and growing income to shareholders through investment in income yielding assets let to high quality occupiers on long leases. Capital values are enhanced and protected by asset management and other low capex development activities.

As a UK-REIT, the Company aims to distribute the majority of its earnings available for distribution on a semi-annual basis, providing investors with attractive income returns as well as exposure to capital growth opportunities.

For more information on Redefine International, please refer to the Company's website www.redefineinternational.com. 

IMPORTANT NOTICES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

This announcement is not being distributed by, nor has it been approved, for the purposes of section 21 FSMA by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply. This announcement is being directed only at persons in the UK and outside of the UK (other than South Africa) who are persons in member states of the European Economic Area who are 'Qualified Investors' within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state). In addition, in the UK, this announcement is being directed only at Qualified Investors who (a) have professional experience in matters relating to investments and who fall within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (b) are persons falling within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (c) are persons to whom it may otherwise be lawfully communicated. This announcement is being directed only at persons in South Africa envisaged in section 96(1)(a) and/or (b) of the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such persons contemplated in (a), (b) or (c) and the South-African Eligible Investors are together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement as at 15 February 2016.