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(Incorporated in the Republic of South Africa)
(Registration No.1999/018591/06)
("Redefine")
JSE share code: RDF ISIN: ZAE000023503
ANNOUNCEMENT OF THE ACQUISITION OF LINKED UNITS
Introduction
Further to the cautionary announcement published on 8 May 2002,
Corpcapital Corporate Finance is authorised to announce that Redefine,
through its wholly owned subsidiary Outward Investments (Pty) Ltd
("Outward") has concluded an agreement (the "acquisition") with Sanlam
Investment Management (Proprietary) Limited ("Sanlam") for the acquisition
by Outward of linked units in SA Retail Limited in consideration for which
Outward will pay cash and issue Redefine units.
1. Rationale for the acquisition
The board of directors of Redefine is of the opinion that the SA Retail
linked units, which Redefine intends holding as a long term investment, will
enhance the overall quality of Redefine`s listed security portfolio. In
addition, the transaction will result in Sanlam acquiring a significant
stake in Redefine, thereby increasing Redefine`s institutional shareholder
base.
2. The acquisition
2.1. Outward has acquired from Sanlam, with effect from 15 May 2002, 36 450
000 linked units in SA Retail Limited ("SA Retail linked units") in
consideration for which Outward will pay R164 025 000, to be discharged as
follows:
2.1.1. R82 012 500 in cash; and
2.1.2. R82 012 500 by the issue of 36 450 000 Redefine linked units, to be
issued at R2.25 per linked unit.
2.2. The acquisition is subject to seller`s warranties that are standard for
a transaction of this nature.
3. Financial Effects
The pro forma financial effects of the acquisition on the earnings per
Redefine linked unit is illustrated in the table below:
Cents per Cents per
linked unit linked unit
before after Change
acquisition acquisition %
Earnings per linked unit (1) (28,53) (22,82) 20,02
(1) The earnings per Redefine linked unit as set out in the "before
acquisition" column of the table, are based upon Redefine`s interim results
for the six month period ended 28 February 2002.
Earnings per Redefine linked unit, as set out in the "after acquisition"
column of the table, is based upon the assumption that the additional SA
Retail linked units were acquired on 1 September 2001 and the acquisition
was settled by payment of the requisite cash amount and issue of Redefine
linked units, on that date. The income on the SA Retail linked units was
based on the distribution for the period from 12 November 2001, the date of
listing, to 31 March 2002 and was bi-annualised for a period of six months.
This amount may not be indicative of future distributions made by SA Retail
Limited.
The effect on the headline earnings and net asset value per Redefine
linked unit as a result of the acquisition of the SA Retail linked units is
not material.
4. Circular
A circular containing the details of the acquisition will be sent to
Redefine linked unit holders within 28 days of this announcement.
5. Extension of Cautionary Announcement
Redefine linked unit holders are referred to the cautionary announcement
published by Redefine on 8 May 2002 and are advised that Redefine is still
involved in negotiations which, if successfully concluded, may have a
material effect on the price of Redefine linked units. Unit holders are
therefore advised to continue to exercise caution in dealing in their linked
units.
Johannesburg
20 May 2002
Corporate advisors and sponsor
Corpcapital Corporate Finance
a sponsor registered with the
JSE Securities Exchange South Africa
Reporting accountants and auditors
Fisher Hoffman PKF (Jhb) Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration number 1994/001166/21)
Legal Advisors
Corpcapital
Transaction Support
Date: 20/05/2002 05:09:00 PM Produced by the SENS Department
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