| Wed 10 Aug 2011, 8:15 | | RIN - Redefine Properties International Limited - Cancellation of Admission to |
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RIN
RIN
RIN - Redefine Properties International Limited - Cancellation of Admission to
trading on AIM
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
("RIN")
CANCELLATION OF ADMISSION TO TRADING ON AIM
Further to the Recommended Offer notification made on 13 July 2011 (the
"Offer"), Redefine hereby gives notice of the intended cancellation of admission
to trading of the Company`s ordinary shares on AIM. Cancellation is subject to
the Offer being declared unconditional in all respects, which is expected to
occur on 22 August 2011. If the Offer is declared unconditional in all respects
on such date, cancellation will become effective at 8.00 a.m. on 8 September
2011, with the last day of trading of Redefine`s shares on AIM being on 7
September 2011. Upon the Offer being declared wholly unconditional, Redefine
will become a subsidiary of Wichford P.L.C. ("Wichford" or "Enlarged Group").
A compulsory acquisition of all Redefine shares not otherwise acquired by
Wichford by 22 August 2011 under the Offer is intended to commence after 23
August 2011, such that non-accepting minority shareholders will be compelled
under Jersey law to sell their shares to Wichford ("Compulsory Acquisition"). At
which point, Redefine would then become a wholly owned subsidiary of Wichford.
Once the admission of Redefine on AIM has been cancelled there will be no liquid
market for any issued Redefine shares not then owned by Wichford, and such
shares would be subject to the Compulsory Acquisition procedures pursuant to
Jersey law.
It is expected that admission of the Enlarged Group to the Official List within
the Premium Segment, closed ended investment funds category will become
effective, and trading in the Wichford ordinary shares of 7.2 pence each will
commence on the Main Market for listed securities of the London Stock Exchange,
at 08:00 on 23 August 2011. The TIDM for the Enlarged Group will be RDI, the
ISIN will be IM00B4JZYL28, and the SEDOL will be B4JZYL2. The Enlarged Group
will seek to change its name with the Isle of Man Registry on 8 September 2011
to Redefine International P.L.C., (as previously authorised to do so at the
Wichford EGM held on 4 August 2011), following the cancellation of Redefine`s
admission on AIM.
Enquiries
Redefine Wichford
Gavin Tipper, Chairman Philippe de Nicolay, Chairman
Tel : +27 (0) 21 683 Tel: +55 (11)9636 7979
3829
Nominated Adviser and Wichford Property Management
Broker to Ltd
Redefine Stephen Oakenfull
Singer Capital Markets Tel: +44 (0) 20 7811 0100
Ltd
Jeff Keating Philip Cooper
Tel: +44 (0) 203 205 Tel: +44 (0)20 7355 7020
7500
Citigate Dewe Rogerson
Toby Mountford, Ginny
Pulbrook, Kate Lehane
Tel: +44 (0)20 7638 9571
IMPORTANT NOTICES
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
Forward Looking Statements
This announcement contains `forward-looking statements` concerning Wichford and
Redefine that are subject to risks and uncertainties. Generally, the words
`will`, `may`, `should`, `continue`, `believes`, `targets`, `plans`, `expects`,
`aims`, `intends`, `anticipates` or similar expressions or negatives thereof
identify forward-looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Wichford`s or Redefine`s
operations and potential synergies resulting from the Offer; and (iii) the
effects of government regulation on Wichford`s or Redefine`s business.
These forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in the forward-
looking statements. Many of these risks and uncertainties relate to factors that
are beyond Wichford`s and Redefine`s ability to control or estimate precisely,
such as future market conditions, changes in regulatory environment and the
behaviour of other market participants. Neither Wichford nor Redefine can give
any assurance that such forward-looking statements will prove to have been
correct. The reader is cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the Announcement Date. Neither
Wichford nor Redefine undertakes any obligation to update or revise publicly any
of the forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Forward looking statements may, and often do, differ materially from results.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of Wichford, Redefine or any other
person following the implementation of the Offer or otherwise.
In accordance with Rule 19.1 of the City Code, a copy of this announcement will
be available, subject to certain restrictions relating to persons resident in
restricted jurisdictions, for inspection on Wichford`s website at
www.wichford.com and on Redefine`s website at www.redefineinternational.je on 9
August 2011.
Date: 10/08/2011 08:15:01 Produced by the JSE SENS Department.
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