| Tue 23 Aug 2011, 9:00 | | RIN - Redefine Properties International Limited - Admission to the official |
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RIN
RIN
RIN - Redefine Properties International Limited - Admission to the official
list of the UK listing authority
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.
"NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
Wichford P.L.C. (to be renamed "Redefine International P.L.C.") ("Wichford"
or the "Company")
ADMISSION TO THE OFFICIAL LIST OF THE UK LISTING AUTHORITY
First Day of Dealing on the London Stock Exchange`s main market for listed
securities
Admission
The Directors of Wichford, the Isle of Man domiciled, income-focused
property company, announce the Company`s admission of 543,890,859 Ordinary
Shares of 7.2 pence each to the Premium Segment of the Official List of the
UK Listing Authority and to trading on the London Stock Exchange`s Main
Market for listed securities, following completion of the reverse takeover
of Redefine International plc ("Redefine").
Wichford owns a diversified investment property portfolio. Its principal
investments comprise office, shopping centres and hotel property as well as
real estate property funds, in the UK, Western Europe and Australia.
Further information about the Company can be found on the Company`s website,
www.wichford.com.
Change of Directors
The Company is pleased to confirm the appointment of Gavin Tipper, Michael
Farrow, Stewart Shaw-Taylor, Marc Wainer and Michael Watters to the board of
directors of the Company. Michael Farrow has confirmed today his retirement
from the board of directors of Redefine Properties International Limited and
that he is therefore considered by the board of directors of the Company to
be independent.
In addition, as stated in the prospectus issued by the Company in relation
to the Offer on 13 July 2011, David Harrel and Mark Sheardown have retired
from the board of directors. The Company thanks each of them for their
advice, counsel and service to the Company during their time on the board.
Change of financial year end
The Company`s financial year end has been changed to 31 August. As a result,
the next annual report and accounts of the Company will be in respect of the
period ending 31 August 2011.
Change of name
Redefine has made application to London Stock Exchange plc for the
cancellation of admission to trading on AIM of the entire issued share
capital of Redefine. Such cancellation is expected to become effective at
8:00 a.m. on 8 September 2011, at which point the Company`s name will be
changed to Redefine International P.L.C. and its ticker will be RDI.
Compulsory acquisition of Redefine Shares
A compulsory acquisition of all Redefine Shares not otherwise acquired by
the Company by 22 August 2011 under the Offer is intended to commence after
23 August 2011, such that non-accepting minority Redefine Shareholders will
be compelled under Jersey law to sell their Redefine Shares to the Company
on the same terms as the Offer. Following completion of this process, which
is expected by 4 October 2011, Redefine will become a wholly-owned
subsidiary of the Company.
CREST stock accounts will be credited in respect of the Ordinary Shares at
8:00 a.m. today and definitive share certificates for Ordinary Shares in
certificated form will be dispatched on or around 10 September 2011.
Trading in the Company`s Ordinary Shares on the London Stock Exchange will
commence this morning. The TIDM is RDI, the ISIN is IM00B4JZYL28, and the
SEDOL is B4JZYL2.
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 is 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.
Philippe de Nicolay, Chairman, commented: "This is the successful conclusion
of a significant transaction which delivers a large income focussed property
company with a good quality portfolio diversified across geography and
sector, with a resilient tenant base. Global macro-economic conditions
continue to be extremely volatile but, against this climate, and with a
strong and committed long-term shareholder and experienced management team,
the Company is well-positioned to benefit from its enlarged platform and
capital base."
Further enquiries:
Wichford
Philippe de Nicolay, Chairman Tel: +55 (11) 9636 7979
Wichford Property Management Ltd
Investment Adviser
Michael Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
Peel Hunt
Joint Corporate Broker
Capel Irwin, Matthew Armitt, Hugh Preston Tel: +44 (0) 20 7418 8900
Evolution Securities
Joint Corporate Broker
Chris Sim, Jeremy Ellis Tel: +44 (0) 20 7071 4300
Financial Dynamics
Public Relations Adviser
Stephanie Highett, Dido Laurimore Tel: +44 (0) 20 7831 3113
Notes to editors:
Investment objective and strategy
The Company`s strategy is to build a large, more liquid company focused on
diversified, income producing investment properties. The Directors believe
that the Company will be well placed to deliver attractive cash returns for
investors and growth over the long term.
The Company owns a property portfolio well diversified by sector and
geography, and includes office properties, shopping centres and hotels.
Each of the markets in which the Company operates provides the opportunity
to participate in stable and secure income streams with attractive
opportunities to grow rental income over time. Each market is also expected
to provide opportunities to recycle the Company`s capital over time, both
through acquisitions and disposals to create value for Shareholders.
The income stream from the property portfolio is complemented by a 22.2 per
cent. interest in Cromwell, (an ASX listed property trust with a large
exposure to government-let commercial real estate in Australia, with a
market capitalisation of approximately AUD 622.26 million (equivalent to
GBP393.61 million) on 22 August 2011, being the last practicable date prior
this announcement.
The Company will seek to grow income for its investors both through the
pursuit of active asset management opportunities within its existing
portfolio, including asset repositioning and ancillary development, and
through the yield enhancing acquisition and disposal of assets, where the
Company will act opportunistically and will have the flexibility to execute
transactions quickly.
This potential growth will be further enhanced by the expected reduction to
the combined expenses as a result of the elimination of certain public
company costs. The capital structure of the Company is provided by the
existing financing, much of which is long term in nature and the capital
commitment of the major shareholder creates a platform to pursue these
growth opportunities.
Competitive strengths
The Company`s UK office assets have defensive characteristics, most
benefiting from long term, inflation linked leases and are currently
strongly cash generative. The UK shopping centres owned by the Company are
occupied by high quality tenants, including retailers such as Debenhams,
Marks & Spencer, H&M and Next, with each centre able to operate as a stand-
alone business. Further, the hotel portfolio generates attractive margins
and has high occupancy rates. Similarly, the commercial properties owned by
the Company in Western Europe benefit from stable income streams, again with
long dated, typically index-linked leases with tenants of good credit
quality.
Directors
The directors are Philippe de Nicolay (also Chairman, who will retire when a
suitable replacement is found), Ita McArdle, Richard Melhuish, Mark Taylor,
Gavin Tipper, Michael Farrow, Marc Wainer, Stewart Shaw-Taylor and Michael
Watters. All the Directors are non-executive directors. Gavin Tipper,
Michael Watters and Marc Wainer are not considered independent directors.
Investment Adviser
The Company is managed by the Investment Adviser, WPML, which is a fully
resourced and experienced investment adviser, with the majority of property
management, development and investment skills contained in-house. The
Investment Adviser has a high level of familiarity with the property
portfolios of both the Company and Redefine.
Disclaimer
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and
regulated in the United Kingdom by The Financial Services Authority is
acting exclusively for the Company and no-one else in connection with the
Offer and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Rothschild nor
for providing advice in relation to the matters described in this
announcement.
Evolution Securities Limited ("Evolution"), which is authorised and
regulated in the United Kingdom by The Financial Services Authority is
acting exclusively for the Company and no-one else in connection with the
Offer and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Evolution nor
for providing advice in relation to the matters described in this
announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by The Financial Services Authority is acting exclusively for the
Company and no-one else in connection with the Offer and accordingly 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 matters described in this announcement.
Deutsche Bank AG is authorised under German Banking Law (competent
authority: BaFin - Federal Financial Supervisory Authority) and authorised
and subject to limited regulation in the United Kingdom by The Financial
Services Authority. Details about the extent of Deutsche Bank AG`s
authorisation and regulation by The Financial Services Authority are
available on request. Deutsche Bank AG, London Branch is acting as
financial adviser to Redefine and no one else in connection with the Offer
and will not be responsible to anyone other than Redefine for providing the
protections afforded to clients of Deutsche Bank AG, London Branch nor for
providing advice in relation to any matter referred to herein."
23 August 2011
Sponsor to Redefine Properties International Limited
Java Capital
Date: 23/08/2011 09:00:43 Produced by the JSE SENS Department.
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