RDI.L Regulatory News (RDI)

29 April 2013

REDEFINE INTERNATIONAL P.L.C.

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

RESULTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

REDEFINE DEMONSTRATES GOOD PROGRESS ON INCOME FOCUSED STRATEGY WITH IMPROVED CAPITAL STRUCTURE AND STRONG GROWTH IN EARNINGS

Redefine International, the diversified income focused property company, today announces its half year results for the six months ended 28 February 2013.

Financial Highlights

·; Earnings available for distribution of £14.4 million (February 2012: £12.9 million), an increase of 11.6%

·; Group profit after tax attributable to equity holders of £16.9 million (February 2012: loss of £60.7 million)

·; Basic earnings per share of 1.91 pence (restated February 2012: 11.87 pence loss)

·; Interim dividend declared of 1.475 pence per share (February 2012: 2.10 pence), following the increased number of shares in issue post capital raise

·; Adjusted NAV per share of 40.29 pence (August 2012 pro forma(1): 36.41 pence), an increase of 10.7%

·; Fully diluted IFRS NAV per share of 26.69 pence (restated August 2012: 24.14 pence)

·; Like-for-like portfolio(2) valued at £969.2 million (August 2012: £917.4 million), an increase of 5.2%

·; Group loan to value reduced to 51.2% (August 2012: 81.7%) and weighted debt maturity increased to 8.18 years

(1) August 2012 adjusted EPRA NAV per share of 39.06 pence adjusted for the issuance of 490,384,616 new ordinary shares at 26 pence per share and the subsequent 0.9:1 share consolidation

(2) Excludes the Delta and Gamma portfolios

Operational Highlights

·; Strong progress in further improving the capital structure following the £127.5 million capital raise supporting the Company's drive for delivering high quality income

·; Strong operating performance from Cromwell reflected by 25.3% Australian dollar, (29.8% in Sterling) increase in the market value of securities held throughout the period

·; Supported Cromwell capital raise with £26.1 million investment at 78.5 cents per security

·; Successful capital recycling with disposal of £52.8 million Cromwell securities at a weighted average price of 90.1 cents per security in April 2013

·; Restructuring of legacy Wichford assets and associated financing facilities largely complete

·; Acquisition of a 60% interest in the Earls Court Holiday Inn Express, London and the commencement of the Southwark Holiday Inn Express redevelopment

·; €6.5 million acquisition of a newly developed retail park in Kaiserslautern, Germany, in joint venture with a pension fund partner

·; €11.5 million acquisition of OBI Huckelhoven, Germany; a newly developed property let to Germany's leading DIY chain, in joint venture with a pension fund partner

·; Portfolio occupancy stable at 95.9% by area (August 2012: 95.5%)

·; Continued portfolio improvement through asset management and disposal of non-core assets

Greg Clarke, Chairman, said:

"The capital raise was a transformational event for the Company placing us on a firm financial footing for future growth. The shift from restructuring the legacy financing facilities and simplifying the ownership structure to enhancing the quality of the portfolio is progressing well, with a number of new accretive investment opportunities being explored.

"The Company's business model is focused around a diversified portfolio. This not only provides quality income but also the ability to recycle capital between asset types and geographical areas in order to benefit from property's inherent cyclicality. The sale of a portion of Cromwell securities, our best performing investment over the last 12 months, is a clear illustration of how our diversified portfolio is being used to benefit shareholders in a counter cyclical manner. The intention is to continue to recycle capital across the portfolio into opportunities that provide the best risk-adjusted returns.

"The future is considered to be brighter than it has been for some time and the Company is looking forward to a dynamic period where it can cement its place as a significant participant in the UK listed real estate market offering a strongly capitalised, diversified, income focused investment opportunity."

Meeting and conference call

A meeting for analysts and institutional investors will take place today at 09.00 (UK local time) at the offices of Investec Bank plc, 7th Floor, 2 Gresham Street, London, EC2V 7QP. The meeting can also be accessed via a conference call dial in facility, starting at 09.00, using the details below. The presentation will be made available on the Company's website http://www.redefineinternational.com/investor-relations/financial-reports

Dial in number: UK Local +44(0)20 7136 2051 South Africa Local +27(0)11 019 7015

Confirmation Code: 1094079

For further information, please contact:

Chairman's Statement

I am pleased to report a solid set of operating and financial results for the six months ended 28 February 2013. The results are the first since the successful £127.5 million capital raising in October 2012 and reflect a significantly stronger balance sheet.

The Group's financial position has enabled a renewed focus on enhancing the property portfolio as evidenced by the number of successful asset management initiatives and new investments completed during the past six months.

Although performance within the Group's business segments varied significantly, the benefits of our diversified portfolio, enhanced by the larger allocation of capital to performing sectors, has proved successful in delivering both earnings and NAV growth. Overall occupancy levels improved marginally to 95.9% and the like-for-like value of the investment portfolio, including Cromwell at market value, increased 5.6% in Sterling terms.

The decision to invest in Australia (through Cromwell) has been a successful strategy which, together with the relative stability of our German and Swiss assets, illustrates the benefit of the Group's diversified business model. Simultaneously, exposure to UK regional offices has been significantly reduced given the structural issues within a number of these markets.

Financial Results

Earnings available for distribution for the six months were 1.5 pence per share with basic earnings per share of 1.91 pence. Given the impact of the capital raising in October 2012, and that the new investments have not contributed to earnings for the full period, it is pleasing to have achieved this.

The overall increase in investment values supported an increase in the Adjusted NAV per share to 40.29 pence, a 10.7% increase over the comparable figure, post the capital raising.

The Group's Adjusted NAV removes the negative equity associated with the Gamma and Delta non-recourse financing facilities and accounts for the investment in Cromwell at market value as opposed to the equity accounted net asset value reflected on the balance sheet.

Leverage has been materially reduced following the capital raising and the successful restructuring of a number of debt facilities. The Group's LTV of 51.2% and weighted debt maturity in excess of 8 years places the Company on a significantly stronger financial footing.

Operations

The overall performance of the Group's investment portfolio was supported by sound performances from Cromwell and the European portfolio, as well as a stronger Australian Dollar and Euro against Pound Sterling.

The UK retail environment continues to be challenging with pressure on consumers' disposable income and structural changes to the retail market suppressing rental growth and general demand for space. The general market trend of less frequent visits to shopping centres but higher expenditure per visit was reflected in our portfolio with footfall down across the portfolio although most retailers are reporting stable or higher turnover. Despite this footfall trend, the 0.4% increase in occupancy to 95.9% by area, together with the redevelopment and refurbishment initiatives being carried out at Birchwood, Warrington and St George's, Harrow shopping centres supported a 1.0% increase in values.

Exposure to UK regional offices has been significantly reduced and will continue to reduce as assets are sold as part of the Delta portfolio restructuring. In the interim there have been a number of successful lettings, maintaining occupancy and securing government-backed income returns.

The acquisition of the Earls Court Holiday Inn Express strengthened the Hotel portfolio and complements the strategy of investing in branded London-based limited service hotels. The London hotel market has had a slow start to the calendar year but the quality of the Group's Hotel portfolio and its long term prospects remain sound.

The European portfolio provided a resilient income contribution backed by strong covenants and inflation-linked leases. Investment into newly developed convenience retail assets in Germany and the sale of smaller non-core assets continues to strengthen the quality of the portfolio.

Cromwell produced an outstanding performance which included a well-supported capital raise and improvements in key operating and financial measures. This, together with inclusion in the ASX 300 index, supported a 25.3% increase in the security price during the period.

The Company took the opportunity in April 2013 (post period end) to capitalise on the strength of the Cromwell security price and Australian Dollar, selling 86.0 million Cromwell securities at a weighted average price of AUD 90.1 cents, delivering £52.8 million of capital and a profit of approximately £12.9 million. The Company remains committed to its shareholding, which, following this sale, equates to a 16.12% shareholding, but will take opportunities to recycle capital where opportunities exist to reinvest capital into earnings enhancing investments.

Wichford legacy assets and debt facilities

As previously announced, despite on-going negotiations to restructure the £199.7 million Gamma loan facility, the servicer confirmed in January 2013 that it would be accelerating the loan. The loan facility is entirely non-recourse to the Company and, as a result of the negative net asset value position of the Gamma portfolio, the Company did not attribute any economic value to the portfolio. The Company's Adjusted NAV reflects this by removing the residual non-recourse debt associated with the portfolio.

Dividend

The Board has declared an interim dividend of 1.475 pence per share reflecting a pay-out ratio of 98% of earnings available for distribution, which is payable on 24 May 2013 to shareholders on the register at the close of business on 10 May 2013.

Corporate Restructuring and UK REIT Conversion

A formal application has been submitted to the South African Reserve Bank following notification that it was agreeable to considering an application for an inward listing onto the Johannesburg Stock Exchange ("JSE"). An inward listing will enable the Group to simplify its corporate structure and consolidate its shareholder base by distributing Redefine Properties International Limited's current 65.8% shareholding in the Company. This should have the impact of enhancing the Company's liquidity and free float with existing shareholders in Redefine Properties International Limited becoming direct shareholders in the Company through a dual listing on the LSE and the JSE.

The Company has also previously highlighted its intention to convert to a UK REIT. Recent changes to the UK REIT regime enacted in the UK Finance Bill 2012 including, inter alia, the abolition of the 2% entry charge has made the conversion to a UK REIT more attractive to the Group and its shareholders. The Company is at an advanced stage with an internal tax restructuring review in order to facilitate a potential conversion. The Board is also considering proposals to internalise the management function. An announcement will be made as soon as a formal decision to proceed is taken by the Board.

Prospects

The capital raise was a transformational event for the Company, placing us on a firm financial footing. The shift from restructuring the legacy financing facilities and simplifying the ownership structure to enhancing the quality of the portfolio, is progressing well with a number of new accretive investment opportunities being explored.

The Company's business model is focused around a diversified portfolio. This not only provides good quality income but also the ability to recycle capital between asset types and geographical areas, in order to benefit from property's inherent cyclicality. The sale of a portion of Cromwell securities, our best performing investment over the last 12 months, is a clear illustration of how our diversified portfolio is being used to benefit shareholders in a counter cyclical manner. The intention is to continue to recycle capital across the portfolio into opportunities that provide the best risk-adjusted returns.

We remain committed to investing in and upgrading our properties; specifically the shopping centres, retail parks and hotels. We are also considering an active development programme on some existing well located properties that have reached the end of their life cycle, but where there is evidence of future strong occupational demand. Furthermore, the Company's enhanced balance sheet position and on-going work in relation to the portfolio and simplifying the corporate structure should, in due course, provide the ability to attract capital from a wider range of sources.

The future is considered to be brighter than it has been for some time and the Company is looking forward to a dynamic period where it can cement its place as a significant participant in the UK listed real estate market offering a strongly capitalised, diversified, income focused investment opportunity.

Greg Clarke

Chairman

Redefine Properties International Limited ("RIN") Trading Statement

The Company refers to the announcement made today by its largest shareholder, RIN. In terms of the Listings Requirements of the JSE Limited, RIN is required to publish a trading statement as soon as it is satisfied that a reasonable degree of certainty exists that the distribution per linked unit for the period to be reported upon next will differ by at least 15% from the distribution for the previous corresponding period. The Company notes RIN's trading statement and that its expected range of distribution per linked unit for the year ending 31 August 2013, after factoring in the known effects of the capital raise in October 2012, is broadly consistent with the latest published analyst guidance for Redefine International. The financial results on which RIN's trading statement is based have not been reviewed or reported on by RIN's external auditors.

Our Business

Investment Strategy

The Group's strategy is focused on delivering sustainable and growing income returns through investment in high 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 aims to distribute the majority of its earnings available for distribution on a semi-annual basis, providing investors with attractive income returns and exposure to capital growth opportunities.

Investment Markets

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 office, retail, industrial and hotel sectors.

Business Segments

Property portfolio by business segment at 28 February 2013

Note:

1. Figures for Cromwell reflect the Company's 22.01% share of Cromwell's property assets and net rental income. The investment value based on the 28 February 2013 share price of AUD 0.94 is £203.8 million.

Figures (excluding Cromwell) assume 100% ownership of assets held in subsidiaries and jointly controlled entities.

Top 15 properties by value

Notes:

1. Redefine Hotel Management Limited

2. Jersey Financial Services Commission

UK Stable Income

Market

Investment and occupational demand in regional office markets remains limited although longer-term secure income remains in demand from both private investors with access to capital as well as property funds looking to generate income returns. The public sector remains under intense Treasury scrutiny over new leases and lease renewals, with much of the emphasis still on reduction of estate costs. In contrast, the private sector is starting to stabilise and there has been a marked improvement in interest in office space since the beginning of the year. However, the regional office market continues to be a tenant's market where lease renewals and break clauses represent an opportunity to negotiate better lease terms. In response, the Company has reduced its exposure to this market and is active in engaging with occupiers to secure future occupation and income streams.

Performance

Values declined 6.1% in the period since 31 August 2012, largely as a result of declining lease lengths, but the portfolio continues to provide a high income yield underpinned by a largely government tenant base.

Occupancy (including the Delta portfolio) remained stable at 93.2% (31 August 2012: 93.3%) and there have been a number of successes in retaining tenants or re-letting vacant space. A large percentage of the vacancy at 28 February 2013 related to Sapphire House, Telford and Valiant House, Crawley. Both properties have agreed terms for sale post period end at a total book value of £2.5 million, which will reduce vacancy and associated operating costs. Occupancy is expected to increase to 98.0% following the sale of these two assets.

There are currently on-going lease negotiations totalling approximately 25,000 sqft, at the Crescent Centre in Bristol, Wren House, Chelmsford and The Observatory, Chatham.

Investment and asset management

Lyon and Equitable House, Harrow

Further progress has been made in satisfying the Section 106 conditions and pre-commencement planning conditions at Lyon and Equitable House, Harrow.

Crescent Centre, Bristol

Refurbishment of the Crescent Centre in Bristol is now complete offering affordable, refurbished space in a strong location. URS Infrastructure & Environment Group took 4,552 sqft on a five year lease at £11.50 per sqft during the period.

Strategy and Outlook

Overall exposure to regional offices has reduced significantly since the last financial year end. The UK Stable Income portfolio now represents £175.4 million or 16% of the Group's gross investment portfolio, down from 33.7% at 31 August 2012.

Of the remaining exposure, £56.1 million relates to the Delta portfolio which will be sold under the terms of the restructuring agreement over the period to April 2015. The Company has no economic exposure to changes in valuation of the Delta portfolio but will continue to receive 65% of net income after interest costs, subject to meeting certain sales targets.

UK Retail

UK Retail at a glance

Notes:

Figures assume 100% ownership of property assets in subsidiaries and jointly controlled entities.

1 Excludes Crewe

Market

Despite the well documented challenges for retailers, and in light of the limited availability of prime stock, investment demand for good quality secondary retail centres strengthened. Income yields on secondary, but sustainable centres are now looking attractive.

Performance

The UK Retail portfolio (including Wigan and Coventry which are held in jointly controlled entities) was valued at £226.3 million (31 August 2012: £224.1 million) reflecting a 1.0% uplift. This reflects significant outperformance compared with the 4.9% decline recorded by the IPD Monthly Shopping Centre Index for the same period. The valuations were supported by various asset management and redevelopment initiatives, particularly at St Georges, Harrow and Birchwood, Warrington.

Net income increased by 1.58% across the portfolio for the period, which again reflects favourably compared to the 1.9% decline as measured by the IPD Shopping Centre rental value growth index for the same period. This highlights the stabilisation of the shopping centre markets following the successive waves of retailer insolvencies, renewed tenant demand for good quality secondary centres, together with an active asset management strategy.

Footfall across the portfolio decreased 2.6% compared to the same period last year. This appeared to be a consistent trend across most retail portfolios with consumers shopping less often but spending more per visit. This compared to the national benchmark provided by Experian estimated at -3.8%.

Occupancy increased to 95.9% (31 August 2012: 95.2%). Eight leases totalling 18,320 sqft were completed during the period which reflects positively against five leases totalling 4,231 sqft that expired or were subject to break options.

The portfolio was subject to retail administrations at two Republic stores and one HMV store, all of which are in advanced negotiations regarding new lettings.

Marketing and omni-channel development

The effects of technology and the internet on retailing are becoming clearer. Having listened to our retailers and undertaken consistent research, the Company believes the following initiatives are the best way to protect the portfolio and maintain a competitive edge.

The following initiatives are in progress:

• Introducing free Wi-Fi across the portfolio to provide essential customer requirements and CRM (customer relationship management) opportunities;

• Introducing mobile-enabled websites across the portfolio;

• Introducing CRM initiatives including promotional based consumer applications;

• Introducing navigable, detailed Goad plans for all centres on Google maps (android mobile version);

• Refocusing marketing towards digital advertising and CRM, supported by events, promotions and above the line media where appropriate;

• Exploring true omni-channel initiatives such as digital personal shoppers; and

• Exploring ideas and partnerships to deliver a customer focused and efficient click and collect system.

Commercialisation

The Company has instructed Asset Space to coordinate commercialisation at a portfolio level and introduce bespoke mall kiosks, media and promotions. The three year target is to create additional annual gross income in excess of £0.5 million.

Investment and asset management

St Georges, Harrow

The initiatives to modernise the centre and bolster the leisure offer are progressing well and the first phase of the works is almost complete. This phase has seen the Deichmann store completed as well as the enabling works to introduce full height shop fronts to the units concentrated around the eastern side of the atrium. The existing outdated low ceiling in the area approaching the atrium has also been raised and modernised.

A twenty year lease has been agreed with Nando's for 3,520 sqft at a rent of £ 82,720 p.a. Terms have also been agreed with another multi-national restaurant chain for 4,210 sqft. The lease term is twenty-five years at a rent of £101,040 p.a. It is anticipated that both these lettings will support the strategy to drive further footfall to the centre.

Phase two has commenced which will see the installation of full height shop fronts, the creation of two new modern kiosks for commercialisation and a new architectural treatment of the entrance and facade.

Birchwood, Warrington

Phases one to three of the scheduled redevelopment are now complete and both QVC and Home Bargains have taken occupation of their units. QVC opened for trade in early November and is trading exceptionally well.

The remaining large unit of 10,000 sqft has been let to 99p Stores and the enabling works have commenced with handover scheduled for the end of June 2013.

Phase four of the redevelopment programme which focuses on the refurbishment of existing mall areas started in early February 2013 and is progressing on schedule. Included in this phase is the refurbishment of the old plant room to create a new 1,550 sqft unit facing the public realm area on the south eastern corner of the centre. The final phase will be an extension of the car park to provide an additional 221 spaces.

Strategy and Outlook

Investment and asset management will remain focused on occupancy and income protection in the short term. A number of new development projects have been identified to leverage off the strength of foodstore anchors and in particular to establish Birchwood and Seaham as dominant well anchored retail parks.

Hotels

The London hotel market has had a slow start to the year. Despite improvements in average daily rates, the overall increase in supply and a weaker leisure sector is likely to see RevPar declines for the London market as a whole in 2013.

While the current business environment and 'Olympic overhang' are providing some short term challenges, the Company is confident that the focus on branded London-based limited service hotels will provide long term outperformance.

The value of the portfolio remained broadly unchanged at £150.2 million.

Underlying operating performance

There were signs of pressure on operating margins in the first two months of 2013 although this was largely anticipated and related to lower average room rates rather than volume. The impact of the Olympics and the supply of additional rooms into the London market will need to be absorbed, but the continued growth of London is anticipated to support longer term trends in investment and occupational demand.

The hotels are operated by Redefine Hotel Management Limited ("RHM"). The Company sets a fixed annual rental which is reviewed annually.

Investment

Earls Court Holiday Inn Express

In November, the Company, through its 71% held subsidiary Redefine Hotel Holdings Limited ("RHH"), acquired a 60% share in BNRI Earls Court Limited, the owner of the 150 bedroom Earls Court Holiday Inn Express Hotel in London (the "Hotel"), for a consideration of £8.7 million. The effective purchase price of the Hotel of £27.0 million plus transaction costs of £0.4 million, reflected a net yield of 7.5% and was funded by the Company and its co-investors in RHH on a pro-rata basis.

The hotel is well located close to the Earls Court Exhibition Centre and Arena and the Olympia Exhibition Centre. The area is earmarked for large-scale redevelopment and the hotel is expected to complement the Group's existing portfolio of six high quality limited service hotels.

Holiday Inn Express, Southwark

The construction of an additional 50 bedrooms commenced in February 2013 and is anticipated to be completed in January 2014. The Company has forward funded the additional rooms at a yield of 10.0% with certain guarantees being provided by the developer.

Holiday Inn, Brentford Lock

A new InterContinental Hotels Group open lobby design concept has been launched at the Holiday Inn Brentford Lock making it the first hotel in Europe to pilot this new concept. The new design combines the front desk, lobby, restaurant, bar, lounge area and business centre into one area providing a contemporary feel and relaxed guest experience. The refurbishment was completed in November 2012.

Strategy and Outlook

The strategy remains firmly focused on branded London-based limited service hotels as evidenced by the recent acquisition of the Earls Court Holiday Inn Express.

Europe

Market

Despite continued volatility in the Eurozone, Germany, which accounts for the majority of the portfolio, proved resilient with strong employment figures and slow but positive GDP growth of 0.7% in 2012. The investment market in Germany was buoyant with transactional values up 10% making 2012 the most active year since 2008.

Performance

The European portfolio (including jointly controlled entities) was valued at €247.8 million (31 August 2012: €240.5 million). The like-for-like portfolio declined 2.6% in local currency terms but was offset by a stronger Euro resulting in a 5.1% increase in Sterling terms.

Occupancy decreased marginally to 99.0% (31 August 2012: 99.3%). However a number of leases have been agreed after the period end which have subsequently increased occupancy to 99.6%.

Asset management during the period focused on the extension and renovation of three discount food store anchors in return for new lease terms of between 10 to 15 years. A number of smaller leases were extended providing additional income security.

Investment and asset management

Kaiserslautern and Huckelhoven acquisitions

The Kaiserslautern retail park and OBI Huckelhoven acquisitions were completed in October 2012 and December 2012 respectively. The newly developed retail properties in Germany were acquired through the Group's jointly controlled entity RI Menora German Holdings S.a.r.l.

The Kaiserslautern property, valued at €6.5 million, was acquired directly from the developers at a net initial yield of 6.8%. The property comprises eight retail units and one office, with 150 parking bays. The retail units are occupied by leading German retails chains, accounting for approximately 75% of the gross rental income.

The Huckelhoven property, valued at €11.6 million, was acquired directly from the developers at a net initial yield of 7.3%. The property is leased to OBI AG on a 15 year lease linked to German CPI. OBI AG is Germany's leading DIY chain with over 580 stores throughout Europe.

Sale of non-core assets

The sale of three smaller non-core assets valued at €3.1million was agreed post period end. The proceeds will be utilised to pay down the associated financing facilities.

Strategy and Outlook

Recent investments into newly developed, well-let retail assets and the sale of certain smaller non-core assets is providing on-going improvements to the portfolio and income security. The relative strength of the German economy and a stronger property lending market remain attractive and the Company has a number of opportunities under review.

Cromwell

Cromwell Property Group ("Cromwell") is an internally managed Australian Real Estate Investment Trust (A-REIT) with an Australian property portfolio valued in excess of AUD 1.9 billion and a fund management business that promotes and manages unlisted property investments. Cromwell's income is underpinned by a focus on quality income producing office properties with strong tenant covenants.

Redefine International holds a strategic shareholding in Cromwell, as its largest shareholder, with the Redefine Group and has two directors on the Cromwell Board.

Cromwell Capital Raising

Cromwell completed a successful capital raising during the period raising AUD 143.0 million from an institutional placement and a further AUD 40.0 million from existing security holders through a security purchase plan. Both were materially oversubscribed.

Redefine International subscribed for AUD 40.0 million (£26.1 million) worth of new securities in the capital raising at 78.5 cents per security. The placement was subject to a sub-underwriting commitment from Redefine Australian Investments Limited (the Company's 100% owned subsidiary) for which it received a cash fee of AUD 0.8 million (£0.52 million).

The Company's shareholding at 28 February was 321.5 million securities or 22.01% (August 2012: 22.08%).

Operating performance

Cromwell produced a strong set of operating and financial results for its half-year ended 31 December 2012. Highlights included:

• Statutory accounting profit of AUD 29.5 million, compared to a prior year loss of AUD 6.8 million

• Operating earnings of AUD 45.9 million, up 24% from AUD 37.0 million in 1H12

• Like-for-like increase of 3.8% in net property income

• Reduction in gearing from 51% at June 2012 to 44%

• AUD 143.0 million raised from institutional placements and AUD 39.0 million raised from security purchase plan

• Completed the acquisition of the balance of the Cromwell Property Fund

• Fund management momentum continued with completion of Ipswich fund and launch of Box Hill Trust

• FY13 operating earnings guidance maintained at not less than 7.5 cps, with distributions of 7.25 cps

Security price performance

Cromwell's security price increased 25.3% during the period from AUD 75.0 cents at August 2012 to AUD 94.0 cents at 28 February 2013. This reflects a 29.8% increase in Sterling terms. Since the period end the Cromwell security price has consistently traded in the range of AUD 94.0 cents to AUD 1.04.

The Company took the opportunity to capitalise on the strength of the security price and Australian dollar, selling 86 million securities at a weighted average price of AUD 90.1 cents (after expenses), delivering £52.8 million of capital. The Company remains committed to its shareholding but will recycle capital where opportunities exist to reinvest capital into earnings enhancing investments.

Portfolio Summary

Portfolio overview by business segment

Business segments - market values

Notes:

1. Excludes the Gamma portfolio valued at £155.7 million

2. Cromwell's market value reflects the Group's 22.01% stake in Cromwell as at 28 February 2013. The Cromwell property portfolio consist of 26 assets with a market value of AUD 1.89 billion as at 31 December 2012

3. The Delta portfolio reflects the assets that remain in the restructured Delta facility and are held for sale. The seven assets acquired as part of the restructuring are included in the UK Stable Income portfolio

Figures (excluding Cromwell) reflect 100% ownership of property assets held through subsidiaries and jointly controlled entities

Business segments - gross rental income

Notes:

1. Excludes the Gamma portfolio

2. Cromwell's gross rental income reflects the Group's 22.01% stake in Cromwell as at 28 February 2013

Figures (excluding Cromwell) reflect 100% ownership of property assets

Business segments - valuation movement since 31 August 2012

Notes:

1. Excludes the Gamma portfolio

2. Cromwell reflects market value at a closing share price of AUD 0.94 per security

3. Acquisitions include Earls Court Holiday Inn Express, retail assets in Huckelhoven and Kaiserslautern (held in a jointly controlled entity) and 50.95 million Cromwell securities

Includes the effect of foreign exchange movement during the period.

Portfolio overview by sector

Property sectors at 28 February 2013

Note:

Excludes Cromwell and Delta and assumes 100% ownership of property assets held in subsidiaries and jointly controlled entities.

Financial Review

Overview

The Group's profit after tax attributable to equity holders was £16.9 million, compared to a loss of £60.7 million for the six months ended 29 February 2012. Earnings available for distribution were £14.4 million, up by £1.5 million from the comparable period. Basic earnings per share were 1.91 pence compared to a loss per share of 11.87 pence (as restated following the 0.9:1 share consolidation) for the six months ended 29 February 2012.

Adjusting for the effects of the capital raise and the 0.9:1 share consolidation in October 2012, the Adjusted NAV increased by 3.89 pence from 36.41 pence at 31 August 2012 to 40.29 pence at 28 February 2013, an increase of 10.7%. This was as a result of a small underlying GBP increase in investment property values of £0.9 million and an increase in the market value of the Cromwell securities.

Earnings available for distribution

The Company's policy is to distribute the majority of its earnings available for distribution in the form of dividends to shareholders. The earnings available for distribution exclude any capital and one-off items and is one of the figures used by the Board as its measure of underlying earnings performance.

Considering the earnings available for distribution for the six months ended 28 February 2013, the Board declared an interim dividend of 1.475 pence per share, which is payable on 24 May 2013 to shareholders on the register at the close of business on 10 May 2013. This is a satisfactory increase in underlying earnings in a period where income continued to be placed under pressure by further retail administrations.

The statement of earnings available for distribution is as follows:

Summary

Net assets

The EPRA NAV per share has increased from 27.63 pence at 31 August 2012 (pro-forma) to 28.36 pence per share. EPRA NAV is used as a reporting measure to better reflect the underlying net asset value attributable to shareholders by removing the cumulative fair value movements of interest rate derivatives and deferred tax.

The EPRA NAV as at 28 February 2013, includes items which, in the opinion of the Board, should be adjusted in order to better reflect the underlying value of the Group. An Adjusted NAV has therefore been calculated as follows:

Notes

1. Pro-forma position of the 31 August 2012 NAV per share figures after adjusting for the effects of the capital raise and the 0.9:1 share consolidation in October 2012.

2. Notwithstanding the appointment of a receiver to the assets held in the Gamma portfolio, the residual non-recourse debt associated with the portfolio of £47.9 million will remain on the Group balance sheet until such time as it can be legally extinguished or Redefine International loses control of Wichford Gamma Limited. Refer Note 2.2.1 and Note 24 of the condensed consolidated financial statements for further detail.

3. Following the successful completion of the Delta restructuring announced on 15 October 2012, the negative net asset value position of 2.52 pence per share is expected to reverse over the remaining term of the loan.

4. Cromwell has been equity accounted at a net asset value of AUD 68.0 cents per security at 28 February 2013. The market price of Cromwell at 28 February 2013 was 94.0 cents per security and should the Cromwell investment have been accounted for at fair value at this date would have led to a write-up of 4.59 pence per share.

Financing and capital

The completion of the VBG and Delta restructurings and the £127.5 million capital raising have significantly improved the strength of the balance sheet.

A key component of the profit after tax is the realised gain of £16.4 million on the restructuring of the VBG portfolio and associated financing facilities. The gain reflects the release of the negative net asset value in the underlying portfolio prior to its disposal, being primarily the property portfolio value of €94.0 million less the debt of €116.0 million.

The nominal value of the Group's debt facilities at 28 February 2013 was £438.8 million (£576.5 million including its attributable share of debt in subsidiaries and jointly controlled entities). A pro-forma position of the investments and related debt financing has been set out in the table below to show the effect of the capital raise and various debt restructurings and repayments completed during the period.

Notes

1. Excludes the Gamma residual non-recourse debt (see commentary below)

The Delta financing facility will continue to reduce as disposals are made to meet agreed disposal targets. The facility remains non-recourse to the Group.

Notwithstanding the appointment of a receiver to the assets held in the Gamma portfolio, according to accounting rules, the residual non-recourse debt associated with the portfolio of £47.9 million will remain on the balance sheet until such time as it can be legally extinguished or Redefine International loses control of Wichford Gamma Limited. Refer to Note 2.2 and Note 24 of the condensed consolidated interim financial statements for further detail.

The £46.0 million Zeta facility matures in May 2013. Credit approved terms have been received to refinance the Zeta portfolio for a three year term at a margin of 3.25% p.a. 

 Principal risks and uncertainties

The principal risks of the business are set out on pages 26-27 of the 2012 Annual report alongside their potential impact and related mitigations. These risks fall into four categories: strategic, financial, operational, legal and other. The Board has reviewed the principal risks in the context of the second half of the current financial year.

The Board believes that the risks outlined in the Annual Report have not changed and that the existing mitigation measures within the business remain relevant for the risks highlighted.

Statement of Directors' Responsibilities

Each of the Directors (whose details are provided in the 2012 Annual Report) confirms that to the best of each person's knowledge and belief:

a) the condensed consolidated interim financial statements comprising the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes have been prepared in accordance with IAS 34 Interim Financial Reporting.

b) The interim management commentary includes a fair review of the information required by:

i. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

ii. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

The Board

29 April 2013

Independent Auditors' Review Report to Redefine International P.L.C.

We have been engaged to review the condensed consolidated set of financial statements in the half-yearly financial report of Redefine International P.L.C. for the six months ended 28 February 2013 which comprise the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows, and the related explanatory notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with our engagement letter to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the FCA.

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRS.

The Directors are responsible for ensuring that the condensed consolidated set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed consolidated set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with the International Standards on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the half-yearly report for the six months ended 28 February 2013 is not prepared, in all material respects, in accordance with IAS 34 and the DTR of the UK FCA.

Darina Barrett

Senior Statutory Auditor

For and on behalf of KPMG

Chartered Accountants

Dublin, Ireland

Condensed Consolidated Income Statement

For the six months ended 28 February 2013

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 28 February 2013

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Statement of financial position

As at 28 February 2013

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Statement of Changes In Equity

For the period ended 28 February 2013

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated statement of Cash Flows

For the six months ended 28 February 2013

The accompanying notes form an integral part of these condensed consolidated interim financial statements

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 28 February 2013

1. General Information

Redefine International P.L.C ("Redefine International") was incorporated on 28 June 2004 under the laws of the Isle of Man and is listed on the Main Market of the London Stock Exchange.

The financial information presented herein does not amount to statutory financial statements.

The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ materially from these estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are discussed further in Note 2.2.

2. Significant Accounting Policies

2.1 Basis of Preparation

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as issued by the IASB. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 August 2012.

The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards and should be read in conjunction with the consolidated financial statements as at and for the year ended 31 August 2012.

Significant accounting policies

The accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its audited financial statements as at and for the year ended 31 August 2012.

As noted in the consolidated financial statements as at and for the year ended 31 August 2012 the Group elected to early adopt the amendment of IAS 12 and deferred taxation is now recognised on the revaluation of the building component of investment properties at the capital gains rate on the presumption that the investment will be recovered through disposal and will therefore attract capital gains tax. The amendment was applied retrospectively as required by IAS 8 and consequently there has been adjustments to the financial information presented here for the six month to 29 February 2012.

The early adoption had the effect of reducing the 2011 deferred taxation balance with a corresponding increase in the opening 2012 reserves of £0.9 million and a decrease in the deferred tax charge for the six months to 29 February 2012 of £0.04 million. This therefore reduced the previously reported deferred tax liability as at 29 February 2012 by £0.94m.

2.2 Judgements and estimates

The preparation of the condensed consolidated interim financial statements requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the period reported. Although these estimates are based on the Directors' best knowledge of the amount, event or actions, actual results may differ from those estimates.

The principal areas where such judgements and estimates have been include in the area of financing and going concern, investment property valuation and classification and taxation. These areas are discussed in more detail below.

2.2.1 financing and the going concern basis of accounting

Application of the Going Concern Basis of Accounting

These condensed consolidated interim financial statements have been prepared on a going concern basis as after considering the relevant factors, the Directors have a reasonable expectation that the Group has adequate resources to continue in operation for the foreseeable future. Completion of the restructuring on the Delta and VBG Facilities in the period has significantly improved the going concern expectation of the Group.

The Board has also had regard to the funds raised as part of the equity raising which completed in October 2012 and saw the Company raise gross proceeds of £127.5 million. This additional capital has allowed the Group to further reduce its leverage.

The Board has also considered the working capital forecast for the Group and believes that based on a detailed analysis of cashflow projections, the level of capital raised post year end and the progress made on loan refinancing that the Group has adequate resources to continue in operation for the foreseeable future.

The Board remains of the view that the Gamma facility and related portfolio of assets has limited impact on the continued operations of the Group considering the non-recourse nature of the facility.

Accounting for Gamma

Following the appointment of a Fixed Charge Receiver ("the Receiver") to the property subsidiaries which secure the Gamma facility, the Board considered whether the Group should continue to consolidate the underlying property companies.

Under IAS 27 the requirement for consolidation is based on control, which is the power to govern, either directly or indirectly, the financial and operating policies of an entity so as to obtain benefits from its activities.

As a result of the powers and the responsibilities of the Receiver as set out under UK law, the Directors believe that the Group has lost control of the underlying property companies. It no longer has the power to govern their operating activities and or dispose of any of the underlying assets. It is also not in a position to exercise any power to obtain benefits from the underlying subsidiaries activities. Redefine International has therefore ceased to consolidate the underlying property companies from the date control was lost i.e the date the Receiver was appointed.

Wichford Gamma Limited is the primary obligor for the debt although it is recourse only to the subsidiary companies on which it is secured. The Group is deemed to continue to control this company as a receiver has not been appointed and at 28 February 2013 Redefine International continues to have the ability to govern the activities of Wichford Gamma Limited.

The Directors have considered the impact of the appointment of the Receiver to the underlying property subsidiaries on the carrying value of the loan facility in the books of Wichford Gamma Limited.

IAS 39 does not provide specific guidance on whether or not the appointment by the lender of a receiver over the secured assets constitutes partial settlement of the debt. In the opinion of the Directors, the receiver is acting on behalf of the lender and consequently they consider that the transfer of the secured assets to the Receiver is in substance the transfer of those assets to the lender.

As a result the loan facility recorded in the books of Wichford Gamma Limited and hence consolidated by Redefine International has been reduced by the fair value of the net assets of the property subsidiaries at the date the Receiver was appointed. This is a key judgement.

The Group will continue to recognise the residual debt until such time as that element of the debt is legally extinguished or legally released by the Security Trustee or it can be evidenced that Redefine International no longer has the power to control Wichford Gamma Limited.

Redefine International is currently taking steps to transfer the property companies included in the legal ownership of Wichford Gamma Limited but not secured against the Gamma facility to other group entities. Following which, it is likely that the Security Trustee will be seen to control the Wichford Gamma Group resulting in the deconsolidation of Wichford Gamma Limited and the remaining residual debt. Failing this, the Company will seek a legal extinguishment of the debt from the Security Trustee following the sale of the Gamma portfolio, which is currently being marketed.

2.2.2 Investment Property Valuation

The Group uses the valuations performed by its independent valuers as the fair value of its investment properties. The valuation is based upon assumptions including estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence of transaction prices for similar properties.

2.2.3 Classification of Investment Property for hotels

The hotel properties are held for capital appreciation and to earn rental income. The properties have been let to Redefine Hotel Management Limited ("RHML") for a fixed rent which is subject to annual review. The annual review takes into account the forecasted EBITDA for the hotel portfolio when setting the revised rental level. RHML operates the hotel business and is exposed to the fluctuations in the underlying trading performance of the hotels. It is responsible for the day to day upkeep of the properties and retains the key decision making responsibility for the business. Aside from the payment of rental income to Redefine International which resets annually, there are limited or no transactions between the two entities. As a result, Redefine International classifies the hotel properties as investment properties in line with IAS 40.

2.2.4 Taxation

The Group is exposed to the risk of changes to tax legislation in the various countries in which the Group operates. It is also exposed to different interpretations of tax regulations between the tax authorities and the Group.

2.2.5 Deferred Taxation

The Group considers that the value of the property portfolio is likely to be realised through sale. The Group bases its deferred taxation provision on the assumption that the expected sales proceeds of the investment properties is not less than the present value as provided by its external valuers.

The recoverability of any deferred tax asset is assessed and, where it is thought unlikely that a recovery will be made, is not included in the Group's statement of financial position.

3. Segmental Reporting

The Group's identified reportable segments are set out below. These segments are generally managed by separate management teams. As required by IFRS 8, Operating Segments, the information provided to the Board of directors, who are the Chief Operating Decision Makers, can be classified in the following segments:

UK Stable Income: Consists predominantly of UK offices, but includes petrol filling stations, Kwik-Fit centres, retail and residential units.

UK Retail: Consists of the Group's major UK shopping centres and retail parks.

Europe: Consists of the Group's properties in Continental Europe, located in Germany, Switzerland and the Netherlands.

Hotels: Consists of the Group's hotel properties. The hotels are let to Redefine Hotel Management Limited on a fixed rental basis with annual reviews.

Cromwell: Relates to the Group's investment in the Cromwell Property Group, Australia.

Relevant revenue, assets and capital expenditure information is set out below:

i) Information about reportable segments

ii) Reconciliation of reportable segment profit or loss