RDI.L Regulatory News (RDI)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO US PERSONS, AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" or the "Company")

(Incorporated in the Isle of Man)

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

RESULTS of Placing

Redefine International, the FTSE 250 income focused UK-REIT is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

The Company is pleased to announce that a total of 131,414,138 new Ordinary Shares in Redefine International (the "Placing Shares") were placed by Peel Hunt, JPMC and Java Capital, raising gross proceeds of approximately £70.9 million. UK Placing Shares have been issued at a price of 54 pence per Placing Share and South African Placing Shares at a price of R9.70 per Placing Share. The Placing Shares being issued represent, in aggregate, approximately 9.9 per cent. of Redefine International's issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid.

Redefine Properties Limited ("RPL") was allocated a total of 39,465,583 Placing Shares, equating to 30.03% of the Placing Shares at the Placing Price equating to £21.3 million. As Redefine Properties is a related party of the Company under the Listing Rules, the Transaction falls within Listing Rule 11.1.10 R. 

Application will be made for admission of the 131,414,138 Placing Shares to the Official List of the Financial Services Authority and to trading on the LSE's main market for listed securities. The Company will also apply to the JSE for the listing of the Placing Shares on the Main Board of the Johannesburg Stock Exchange ("JSE"). It is expected that the Admission of the Placing Shares on the LSE and the JSE will become effective on 6 March 2015.

The Placing is conditional, inter alia, upon Admission becoming effective and the Placing Agreements becoming unconditional and not being terminated. It is anticipated that the settlement date will be 6 March 2015.

Following Admission the total number of voting rights in the Company will be 1,451,322,973. No Ordinary Shares are held in treasury. This figure 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 FCA's Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 8.06 a.m. (GMT) on the date hereof.

Peel Hunt and JPMC acted as joint bookrunners in respect of the UK Placing and Java Capital acted as bookrunner in respect of the South African Placing.

Commenting, Mike Watters, Chief Executive of the Company said:

"We are pleased to have closed this placing which further strengthens our financial position and provides us with the flexibility to take advantage of attractive market conditions in order to maximise shareholder value.

"We appreciate the continued support of our shareholders and look forward to deploying the proceeds, through targeted investment opportunities in the UK and Germany and disciplined asset management initiatives, in line with our strategy to generate consistent and growing income returns."

Further enquiries:

IMPORTANT NOTICE

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 Bookbuild and 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 solely for the Company in relation to the Bookbuild and 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") is acting solely for the Company in relation to the Bookbuild and 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.

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, 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 Placing Shares in the United States or to US Persons (as such term is defined in the US Securities Act 1933, as amended (the "Securities Act"), 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 or to US Persons 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. No public offering of the shares referred to in this announcement is being made in the United States, Australia, South Africa, Canada or Japan or any jurisdiction in which such public offering would be unlawful.

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 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 ("Directors") of the Company 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 Listing Rules, Prospectus Rules, the 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.

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.

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.

Members of the public are not eligible to take part in the UK Placing. This announcement and the terms and conditions set out in the Appendix are, insofar as it relates to the UK Placing, directed only at: (a) persons in member states of the European Economic Area who are 'Qualified Investors' falling 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); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order;  or (c) persons in Jersey who are authorised to conduct investment business under the Financial Services (Jersey) Law 1998 or (d) are persons to whom it may otherwise be lawfully communicated. Insofar as this Announcement and the terms and conditions set out in the Appendix relates to the South African Placing, it is directed only at persons in South Africa who are persons who subscribe, as principal, for Ordinary Shares at a minimum aggregate Placing Price of R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such persons in contemplated in (a), (b), (c) or (d) and the South-African Eligible Investors are together referred to as "Relevant Persons"). This announcement (including the appendix) and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons.

By participating in the bookbuilding process and the Placing, placees and prospective placees have been deemed to have read and understood this announcement and the placing announcement of the Company released at around 8.06 am (GMT) on the date hereof ("Placing Announcement"), in each case in their entirety to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the appendix to the Placing Announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in or forms part of this Announcement