| Mon 22 Aug 2011, 16:43 | | RIN - Redefine Properties International Limited - Offer for Redefine |
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RIN
RIN
RIN - Redefine Properties International Limited - Offer for Redefine
International Plc unconditional in all respects
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")
Set out below is an announcement which was released by Redefine International
plc, the AIM-listed subsidiary of RIN, and by Wichford P.L.C. on the Regulatory
News Service ("RNS") of the London Stock Exchange today.
The announcement relates to the merger between Wichford P.L.C. and
Redefine International plc.
"WICHFORD P.L.C.
(the "Company")
OFFER FOR REDEFINE INTERNATIONAL PLC UNCONDITIONAL IN ALL RESPECTS
Introduction
On 13 July 2011, the boards of the Company and Redefine International plc
("Redefine") announced that they had agreed terms of a recommended all share
offer by the Company for Redefine.
On 4 August 2011, the Company announced that the resolutions required to
implement the Offer had all been passed by the Company`s shareholders at the
Extraordinary General Meeting held on that date.
On 18 August 2011, Redefine Properties International Limited, the largest
shareholder of Redefine, announced that the resolutions required, inter alia, to
accept the Offer had all been passed by its shareholders at its general meeting
held on that date.
The Company is pleased to announce that the Offer has now become unconditional
in all respects and will remain open for acceptance by remaining Redefine
Shareholders until further notice.
Level of acceptances
As at 1:00 p.m. today, the Company had received valid acceptances of the Offer
in respect of a total of 428,429,251 Redefine Shares, representing approximately
94.74 per cent. of the ordinary issued share capital of Redefine. This includes
acceptances received in respect of 405,378,693 Redefine Shares (representing
approximately 89.6 per cent. of the issued share capital of Redefine) in respect
of which irrevocable undertakings had been received by the Company.
Acceptance of the Offer
Redefine Shareholders who have not yet accepted the Offer are encouraged to do
so without delay. Acceptances of the Offer should be received in accordance with
the instructions contained in paragraph 22 of Part II of the Offer Document and
(in the case of shares held in certificated form) the Form of Acceptance. The
Offer Document and Form of Acceptance (in the case of Redefine Shareholders
holding Redefine Shares in certificated form) have been sent to Redefine
Shareholders in hard copy and the Offer Document is available on the Company`s
website (www.wichford.com).
Compulsory acquisition, delisting and cancellation of trading in Redefine Shares
As the Company has received acceptances under the Offer in respect of over 90
per cent. in value of the Redefine Shares and over 90 per cent. of the voting
rights carried by those shares, the Company intends to exercise its rights in
accordance with Articles 116-124A of the Companies (Jersey) Law 1991 (as
amended) to acquire compulsorily any outstanding Redefine Shares on the same
terms as the Offer. It is expected that the compulsory acquisition of any such
outstanding Redefine Shares will be completed by 4 October 2011, following which
Redefine will be re-registered as a private limited company under the provisions
of the Companies (Jersey) Law 1991 (as amended).
As announced by Redefine on 9 August 2011, Redefine has given notice of the
intended cancellation of admission to trading of the Redefine Shares to trading
on AIM, such cancellation to be subject to the Offer being declared
unconditional in all respects. Cancellation will therefore become effective at
8:00 a.m. on 8 September 2011, with the last day of trading of Redefine Shares
on AIM being on 7 September 2011. Cancellation of admission to trading on AIM of
the Redefine Shares will significantly reduce the liquidity and marketability of
any Redefine Shares not acquired by the Company.
The Company and concert party interests in Redefine Shares
Neither the Company nor any person acting, or deemed to be acting, in concert
with the Company currently holds or has agreed to acquire any Redefine Shares
(or rights over Redefine Shares).
Terms used but not defined in this announcement shall have the meaning given to
them in the Offer Document published by the Company on 13 July 2011.
A copy of this announcement will be available at www.wichford.com
The content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
For further details, please contact:
Wichford P.L.C.
Philippe de Nicolay, Chairman +55 (11) 9636 7979
Wichford Property Management Ltd
Michael Watters 020 7811 0100
Stephen Oakenfull 020 7811 0100
Financial Dynamics 020 7831 3113
Stephanie Highett, Dido Laurimore
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3:30 p.m.
(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 p.m. (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."
22 August 2011
South African sponsor to Redefine Properties International Limited
Java Capital
Date: 22/08/2011 16:43:01 Produced by the JSE SENS Department.
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