TIDMRDI
RNS Number : 9389O
Redefine International PLC
24 August 2017
REDEFINE INTERNATIONAL P.L.C.
("Redefine International" or the "Company")
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
SCHEME OF ARRANGEMENT CIRCULAR SENT TO SHAREHOLDERS OF
INTERNATIONAL HOTEL PROPERTIES LIMITED
Further to the announcement on 19 July 2017, regarding a
proposal to increase the Company's shareholding in International
Hotel Properties Limited ("IHL") from 17.24% to 50%, Redefine
International is pleased to announce that IHL has today sent a
circular to its shareholders outlining the terms by which Redefine
International will acquire 16,429,687 IHL shares from the IHL
minority shareholders by way of a scheme of arrangement under the
BVI Business Companies Act, 2004 (the "Transaction"). The
Transaction remains subject to IHL shareholder approval.
Post implementation of the Transaction and outside of the scheme
of arrangement, a further 1,913,479 IHL shares will be acquired
from Redefine Properties Limited (the "RDF Shares").
The shares acquired include the acquisition of 2,410,315 IHL
shares from Marc Wainer and his associates, 28,316 IHL shares from
Mike Watters, both of whom are directors of Redefine International
and 1,913,479 from Redefine Properties Limited, a substantial
shareholder of the Company (collectively, the "Related Parties").
Each of the Related Parties has agreed to accept the terms of the
Transaction, which are the same as those offered to all other
minority shareholders. The transaction with Redefine Properties
Limited constitutes a smaller related party transaction and falls
within LR 11.1.10 R of the UK Listing Rules.
A total of 45,857,915 new Redefine International shares will be
issued as consideration for the Transaction and RDF Shares, which
equates to a share swap ratio of 2.5 Redefine International shares
for every 1 IHL share held and, if IHL shareholder approval is
obtained and the Transaction completes, the Related Parties will be
issued the following shares in Redefine International: -
% of % of
Current New
Redefine Issued New Redefine Issued
International Share International Share
Party shares allotted Capital shareholding Capital
--------------------- ----------------- --------- --------------- ---------
Mike Watters 70,790 0.01 6,586,428 0.35
Marc Wainer* 3,157,846* 0.17 4,838,210 0.26
Redefine Properties
Ltd 4,783,698 0.26 544,418,946 29.05
--------------------- ----------------- --------- --------------- ---------
*Marc Wainer's beneficial interest will include 35,332 shares
held in his name, 72,735 shares held in his wife's name, 181,838
shares held in the name of Drawood Trust and 5,735,882 shares held
by Ellwain Investments (Pty) Limited, of which he is a 50%
shareholder.
Further details and a copy of the circular can be found on the
IHL website http://www.internationalhotelproperties.com/news/
For further information:
Redefine International P.L.C.
Mike Watters, Stephen Oakenfull Tel: +44 (0) 20
7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Tel: +44 (0) 20
Ellie Sweeney 3727 1000
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet, Lizelle du Tel: +27 (0) 11
Toit 447 3030
Java Capital
JSE Sponsor Tel: +27 (0) 11
722 3050
Note to editors:
About Redefine International
Redefine International is an income focused FTSE 250 UK Real
Estate Investment Trust (UK-REIT) committed to delivering superior
distributions to its shareholders throughout the property
cycle.
The Company's income driven total returns are underpinned by a
diversified portfolio, together with an efficient capital
structure. The continued transformation of both the corporate
structure and asset base offer a solid foundation to drive further
value. At 28 February 2017, the diversified portfolio,
independently valued at GBP1.5 billion, is focused in Europe's two
strongest economies, being the United Kingdom and Germany. The
portfolio is weighted towards well located properties across a
range of sectors, including retail, offices, distribution and
hotels, which benefit from strong demand and from which they can
capture income and value growth by attracting high calibre
occupiers on long leases. The Company's investment philosophy is to
effectively allocate recycled capital from mature assets into
sectors and locations with strong occupier fundamentals and
individual assets with realisable upside.
The secure income stream is supported by a diversified portfolio
and tenant base, with a WAULT of 7.5 years complemented by an
average debt maturity of 6.8 years of which over 95% of interest
costs are either fixed or capped. The Company is focused on all
aspects impacting shareholder distributions and boasts one of the
lowest cost ratios in the industry whilst continuously driving
lower cost of debt.
Redefine International holds a primary listing on the London
Stock Exchange and a secondary listing on the Johannesburg Stock
Exchange ("JSE") and is included within the FTSE 250, EPRA and GPR
indices.
For more information on Redefine International, please refer to
the Company's website www.redefineinternational.com.
About International Hotel Properties Limited
IHL is a hotel and leisure focused property Investment Company
that owns nine hotels in the UK. The Company's shares are currently
listed on the Euro MTF market of the Luxembourg Stock Exchange,
which constitutes its primary listing, and on the AltX of the JSE
which constitutes its secondary listing.
For more information on IHL, please refer to the Company's
website http://www.internationalhotelproperties.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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