| Fri 20 Aug 2010, 17:34 | | RIN - Abridged prospectus - Listing of Redefine International on the JSE Limited |
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JSE
RIN
RIN - Abridged prospectus - Listing of Redefine International on the JSE Limited
REDEFINE PROPERTIES INTERNATIONAL LIMITED
(formerly Kalpafon Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2010/009284/06)
JSE share code: RIN ISIN Code: ZAE000149282
("Redefine International" or "the company" and together with its subsidiaries,
"the group")
ABRIDGED PROSPECTUS - LISTING OF REDEFINE INTERNATIONAL ON THE JSE LIMITED
Abridged prospectus relating to:
- an offer to qualifying investors (including existing linked unitholders of
Redefine Properties Limited) to subscribe for up to 180,000,000 Redefine
International linked units at an issue price payable in Rand, which is
equivalent to 50 pence per linked unit ("the private placement"); and
- the listing on the JSE of up to 348,505,303 Redefine International linked
units ("the listing").
This abridged prospectus is not an invitation to the public to subscribe for
and/or acquire linked units in the company, but is issued in compliance with the
JSE Listings Requirements for the purposes of giving information to the public
in relation to Redefine International and to qualifying investors in relation to
the private placement.
This announcement contains the salient information in respect of Redefine
International, which is more fully described in the prospectus ("the
prospectus"). For a full appreciation of Redefine International, the private
placement and the listing, the prospectus should be read in its entirety.
INTRODUCTION
Subject to obtaining a spread of public unitholders acceptable to the JSE, the
JSE has granted Redefine International a primary listing of up to 348,505,303
Redefine International linked units in the "Real Estate - Real Estate Holdings
and Development" sector of the JSE lists, in terms of the FTSE classification,
under the abbreviated name "RedefIntl" JSE share code "RIN" and ISIN
ZAE000149282 with effect from the commencement of trade on Tuesday, 7 September
2010.
Redefine International was incorporated in South Africa as a public company on
11 May 2010 as a wholly-owned subsidiary of Redefine Properties Limited
("Redefine") . On 10 August 2010, Redefine disposed of its interest in
168,505,303 shares in Redefine International plc (formerly Ciref Plc) ("Redefine
Intl plc") to Redefine International in return for 168,505,303 Redefine
International linked units.
Redefine International`s sole asset is its controlling shareholding in Redefine
Intl plc and each linked unit in Redefine International effectively equates to
one share in Redefine Intl plc.
BACKGROUND TO REDEFINE INTL PLC
Redefine Intl plc was incorporated and registered as a closed-ended property
investment and development company on 28 September 2005 in Jersey with the name
Ciref Limited (which was subsequently renamed Ciref Plc). Redefine Intl plc was
established to invest in commercial real estate and real estate securities
primarily in the United Kingdom, Europe and Australia, with a focus on retail
and commercial assets.
The group is managed by Redefine International Fund Managers Limited, a British
Virgin Islands regulated fund and investment manager.
Redefine Intl plc was admitted to trading on the AIM market of the London Stock
Exchange on 26 May 2006. It
is currently quoted on AIM, has 298,706,406 shares in issue and at the trading
price on the last practical date for finalisation of the prospectus of 53.5
pence per share Redefine Intl Plc, has a market capitalisation of approximately
GBP160 million.
NATURE OF BUSINESS
Redefine International is a property investment and development group which has
investments in commercial and retail investment properties in the UK,
Switzerland, Germany and the Channel Islands that provide sustainable occupancy
rates and income flows, together with opportunities for development and
significant value enhancement.
The group also has investments in listed securities in the UK and Australia
which are focused exclusively on the real estate sector.
STRATEGY
The group is a hybrid property fund with exposure to a broad range of
properties, listed property securities and geographical areas.
The group`s strategy is to provide investors with strong investment returns and
a balanced exposure to lower risk income-generating assets and opportunities
that will provide a higher capital return.
In implementing its strategy, the group contemplates available opportunities and
future undertakings that will yield satisfactory returns at acceptable risk
levels. In making investments the group seeks to achieve a reasonable level of
diversification across types of assets and geographies.
The group has historically selected property investments on the basis of four
criteria:
- stable income investments that produce a stable, predictable and low risk
income stream but where there are opportunities to enhance the value of the
investments;
- major development projects which provide opportunities for considerable
redevelopment and where major parts of the developments can be pre-let to
businesses with strong rental covenants. These are multi-year projects
which generally require high levels of funding and which may be delayed in
difficult markets to reduce risk;
- value enhancing projects which are smaller properties that can be converted
on a relatively low risk basis to provide premium commercial space;
- investments in property securities which are acquired when their value is
considered superior to physical property. These investments are often of a
strategic nature where the shareholding can be used to unlock value in
underlying property assets or significant influence can be exerted through
board representation or through management.
These criteria continue to be applied, however the group will increasingly look
at other property investments where opportunities arise as markets recover.
Investments outside the above criteria will only be made where risk adjusted
returns to shareholders are satisfactory and the group has the reserves
necessary to extract an above-market return from the investments.
The group`s investments currently fall into three major geographies (UK, Western
Europe and Australia). The group`s investments are managed and resources are
allocated on that basis. Cognisance is taken of the levels of investment in each
category, by geography, and value concentration risk is avoided or managed,
where necessary.
DISTRIBUTION POLICY
Redefine Intl plc`s previous dividend policy was to pay dividends twice yearly
on an interim and final basis, representing in aggregate approximately 4.5
percent of the group`s net asset value ("NAV"). With effect from December 2009,
the board of Redefine Intl plc changed the dividend policy from one linked to
NAV to one related to the distributable core earnings in any given financial
period. In terms of the revised dividend policy, Redefine Intl plc will pay out
not less than 100% of core earnings in dividends in each financial period.
In order to ensure that, notwithstanding its dividend policy, Redefine Intl plc
has sufficient capital to maintain its assets, Redefine Intl plc will set aside
a capital maintenance fund, the quantity of which will be reviewed from time-to-
time.
Redefine International will pay interest distributions twice yearly for the six
month periods ended August and February. The interest distributions will be
based on the company`s distributable earnings calculated in terms of the
debenture trust deed, salient features of which are set out in the prospectus.
The first distribution to Redefine International linked unitholders will be in
respect of the six month period ending 28 February 2011.
PROSPECTS
In the opinion of the directors, the prospects of the group are good for the
following reasons:
expectations in the UK markets are that property values should continue to
recover. Asset prices in Europe have stopped declining and while Europe focuses
on a number of key macro issues, the group`s investments are in Germany and
Switzerland where expectations for a recovery in property values are positive.
once a general economic recovery is underway it is anticipated that interest
rates will rise and will continue to do so for an extended period until interest
rate levels have normalised. The group will accordingly focus on appropriate
interest rate hedging strategies.
the group will continue to be managed conservatively with a focus on protecting
existing assets. The market is presenting a number of attractive investment
opportunities and these will be assessed in accordance with group strategy,
subject to available financing and maintaining sound financial health.
DETAILS OF THE PRIVATE PLACEMENT
The listing is being preceded by a private placement in order to afford
qualifying investors the ability to participate in the equity of Redefine
International.
An offer to subscribe for up to 180,000,000 linked units at an issue price
payable in Rand, which is equivalent to 50 pence per linked unit, will be made
by way of a private placement by the company to qualifying investors (including
existing Redefine linked unitholders), which offer may raise up to the Rand
equivalent of GBP90 million before issue and listing expenses.
The minimum amount which, in the opinion of the directors, must be raised
pursuant to the private placement is the Rand equivalent of GBP55 million.
The private placement is being partially underwritten by Redefine on the basis
that if the company receives applications for less than 180,000,000 linked
units, Redefine shall be obliged to subscribe for so many linked units in the
company as will result in the company issuing at least a total of 110,000,000
linked units provided that Redefine shall not be obliged to subscribe for more
than 90,000,000 linked units being made available in terms of the private
placement.
PURPOSES OF THE LISTING AND PRIVATE PLACEMENT
The main purposes of the listing and the private placement are to:
provide South African investors, both institutional and private, the opportunity
to participate in the income streams and future capital growth of Redefine Intl
plc through an investment in Redefine International; and
provide an additional source of capital to fund the growth aspirations of the
group.
CONDITIONS PRECEDENT TO THE LISTING AND PRIVATE PLACEMENT
The private placement and the listing are conditional upon the minimum amount of
GBP55 million being received, on the minimum spread requirements of the JSE
being satisfied and the articles of association of each of the subsidiaries (as
approved by the JSE) being adopted by each of the subsidiaries and registered by
the relevant authority by not later than 48 hours prior to the listing.
SALIENT DATES AND TIMES
The table below sets out the salient dates and times in respect of the private
placement and the listing.
2010
Opening date of the private placement (09:00) on Monday, 23 August
Closing date of the private placement (12:00)* on Monday, 30 August
Listing date (09:00) on Tuesday, 7 September
* Applicants should consult their broker or CSDP to ascertain the timing for
submission of applications as this may vary depending on the broker or CSDP in
question.
All references to time are to local time in South Africa.
DIRECTORS
The full names, nationalities and business addresses of the directors of
Redefine International are set out below.
Directors of Redefine International
Gavin Robert Tipper Independent non-executive chairman
Nationality South African
Business address Coronation House, The Oval
1 Oakdale Road
Newlands, 7700
Cape Town
South Africa
Michael James Wills Farrow Independent non-executive director
Nationality British
Business address Channel House
Green Street
St Helier
Jersey
JE2 4UH
Bernard Nackan Independent non-executive director
Nationality South African
Business address 28 Chilton Avenue
Glenhazel, 2192
Johannesburg
South Africa
Andrew Rowell Financial director
Nationality South African
Business address 2nd Floor,11 Haymarket
London
SW1Y 4BP
England
John Henry Ruddy Independent non-executive director
Nationality British
Business address Channel House
Green Street
St Helier
Jersey
JE2 4UH
Peter McAllister Todd Independent non-executive director
Nationality South African
Business address 2nd Floor, 11 Haymarket
London
SW1Y 4BP
England
Marc Wainer Non-executive director
Nationality South African
Business address Redefine Place
2 Arnold Road
Rosebank, 2196
Johannesburg
South Africa
Michael John Watters Chief executive officer
Nationality British
Business address 2nd Floor,11 Haymarket
London
SW1Y 4BP
England
PROSPECTUS
The prospectus, which is available only in English will be issued on (Monday, 23
August) 2010. Copies may be obtained during normal business hours between 08h30
and 17h00 from Monday, 23 August 2010 to Monday, 30 August 2010 from:
- the registered offices of Redefine International at Redefine Place, 2
Arnold Road, Rosebank, Johannesburg, 2196, South Africa;
- Java Capital (Proprietary) Limited at 2 Arnold Road, Rosebank,
Johannesburg, 2196, South Africa; and
- Computershare Investor Services (Proprietary) Limited at Ground Floor, 70
Marshall Street, Johannesburg, 2001, South Africa.
The document is also available on the following websites:
http://www.redefine.co.za/redefine-international
http://www.redefineinternational.je
Friday, 20 August 2010
Corporate advisor, legal advisor, sponsor and bookrunner
Java Capital
Independent reporting accountants and auditors
KPMG Inc.
Attorneys to the prospectus
Fluxmans Inc.
Date: 20/08/2010 17:34:01 Produced by the JSE SENS Department.
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