| Tue 22 Nov 2011, 17:30 | | RIN - Redefine Properties International Limited - Underwriting of Cromwell |
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RIN
RIN
RIN - Redefine Properties International Limited - Underwriting of Cromwell
Capital Raising
Redefine Properties International 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 P.L.C. (formerly Wichford P.L.C.), the London Stock Exchange-
listed subsidiary of RIN, on the Regulatory News Service ("RNS") of the
London Stock Exchange today, 22 November 2011.
The announcement relates to an underwriting agreement concluded by Redefine
International P.L.C. in respect of a capital raising by the Cromwell
Property Group. The implications of the underwriting on RIN are set out in
the detailed RIN announcement released on SENS simultaneously with this
announcement.
"REDEFINE INTERNATIONAL P.L.C.
("Redefine International" or the "Company")
Underwriting of Cromwell Capital Raising
Redefine International is pleased to announce that the Company has today
concluded an agreement (the "underwriting agreement") to partially
underwrite a capital raising by the Cromwell Property Group ("Cromwell")
(the "transaction"). Cromwell is an Australian Property Trust listed on
the Australian Stock Exchange, in which the Company currently has a 21.7%
interest held through its wholly-owned subsidiary Redefine Australian
Investments Limited ("RAIL").
Cromwell intends undertaking a capital raising during November 2011 in
terms of which Cromwell proposes to raise approximately AUD145.4 million
(the "Cromwell capital raising") through:
- an institutional placement of new Cromwell stapled securities at
AUD0.68 per stapled security, to raise AUD31 million; and
- a pro-rata non-renounceable entitlement offer of newCromwell
stapled securities (the "New Cromwell Securities") at AUD0.68 per
stapled security, to raise AUD114.4 million ("the Entitlement
Offer").
SALIENT TERMS OF THE TRANSACTION
In terms of the underwriting agreement, the Entitlement Offer will be
partially underwritten by Redefine International up to a maximum amount of
AUD35 million (GBP22.1 million)("underwriting commitment"), which includes
RAIL`s entitlement of AUD24.8 million (GBP15.6 million).
Pursuant to the closure of the Entitlement Offer on 15 December 2011,
Redefine International will be informed of the number of the new Cromwell
securities which it is obliged to subscribe for in terms of its
underwriting commitment on 20 December 2011. A further announcement will
be released at that time.
Redefine International is entitled to a fee of AUD875 000 in consideration
for providing its underwriting commitment.
The new Cromwell securities will rank pari passu with existing Cromwell
stapled securities in issue except that they will entitle holders to a pro-
rata share (based on their issue date) only of the distributions from
Cromwell for the quarter ending 31 December 2011.
Assuming that Redefine International is required to fulfill its entire
underwriting commitment of AUD35 million, approximately a third of the
AUD35 million will be funded through an existing facility with Investec
Bank (Australia) Limited and the balance will be funded from available cash
resources.
RATIONALE FOR THE TRANSACTION
The net proceeds of the Cromwell capital raising, after payment of costs,
will be used to partially fund the acquisition of the `HQ North` office
tower in Fortitude Valley, Brisbane for AUD186 million. HQ North is
expected to enhance the quality of Cromwell`s existing property portfolio
and will provide additional weighting to the Brisbane office market, an
area in which Cromwell believes there is significant growth potential over
the medium term.
Further information in relation to the HQ North acquisition, the funding of
the HQ North acquisition and the effect that these matters and the Cromwell
capital raising will have on Cromwell`s financial position and performance
can be found in the presentation given to ASX by Cromwell today, which can
be downloaded from www.cromwell.com.au.
The transaction is in line with Redefine International`s objective of
increasing its presence in the Australian property market and is expected
to be earnings enhancing for shareholders in the medium to long term.
The transaction is expected to secure RAIL`s position as the largest
stapled security holder in Cromwell, and ensures Redefine International can
maintain a significant influence on the affairs of Cromwell going forward.
Further enquiries:
Redefine International 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
FTI Consulting
Public Relations Adviser
Stephanie Highett, Dido Laurimore Tel: +44 (0) 20 7831 3113"
Sponsor to Redefine Properties International Limited
Java Capital
Date: 22/11/2011 17:30:49 Produced by the JSE SENS Department.
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