Redefine International P.L.C
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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, but not the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the transfer was effected, for delivery to the purchaser or transferee. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act, 2000 (as amended) (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in your jurisdiction. You should read this document and all documents incorporated into it by reference in their entirety. This document comprises a prospectus relating to Redefine International P.L.C. (the “Company”) and has been prepared in accordance with the UK Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the FSMA and the JSE Listings Requirements and a circular prepared in accordance with the UK Listing Rules of the FCA made under section 73A of the FSMA. This document has been approved by the FCA and the JSE and has been made available to the public in accordance with PR 3.2 of the UK Prospectus Rules. This document has been delivered to the Companies Registry, Isle of Man Department of Economic Development in accordance with section 38 of the Isle of Man Companies Act, 1931. The Company and its Directors (whose names appear on page 24 of this document) and the Proposed Director (whose name appears on page 24 of this document) accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company, the Directors and the Proposed Director (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. For a discussion of certain risks that should be considered in connection with the Company and the Ordinary Shares, see Part II: “Risk Factors”. Notice of an Extraordinary General Meeting of the Company to be held at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA at 9.30 a.m. (London time) on 29 November 2013 is set out in Part XVIII of this document. To be valid, Forms of Proxy should be completed and returned in accordance with the notes on the Forms of Proxy and in the Notice of Extraordinary General Meeting. REDEFINE INTERNATIONAL P.L.C. (Incorporated in the Isle of Man under the Companies Acts, 1931 – 2004 (as amended), of the Isle of Man with registered number 111198C) Proposed election by the Company for UK-REIT Status Proposed acquisition of Redefine International Fund Managers Limited Approval of waiver of Rule 9 of the UK Takeover Code Permit the issue of 79 000 000 RIFM Consideration Shares and approximately 19 635 340 CMC Consideration Shares (to be adjusted) (following the issue of 94 302 224 Ordinary Shares in the past 12 months) Notice of Extraordinary General Meeting Joint UK sponsor and broker Joint UK sponsor and broker JSE sponsor and South African corporate adviser This document does not constitute an offer of, or the solicitation of an offer to buy, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution or publication in the United States, Australia, Canada or Japan. The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and subject to certain exceptions, Ordinary Shares may not be offered or sold in Australia, Canada, Japan or the United States or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to a valid exemption to the registration requirements of the Securities Act or outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). The Existing Ordinary Shares are admitted to the premium segment of the Official List, to trading on the London Stock Exchange’s main market for listed securities and the Main Board of the JSE. Application will be made to the UK Listing Authority, to the London Stock Exchange and to the JSE for the New Ordinary Shares to be admitted to the premium segment of the Official List, to trading on the London Stock Exchange’s main market for listed securities and the JSE’s Main Board, respectively. Subject to the satisfaction of certain conditions in connection with the Proposals, it is expected that Admission will become effective, and that dealings on the London Stock Exchange and the JSE in the New Ordinary Shares will commence at 8.00 a.m. (London time) and 9.00 a.m. (SA time) on 6 December 2013. Peel Hunt LLP (“Peel Hunt”) which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company in relation to the Proposals and no one else and 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 Proposals. Investec Bank plc (“Investec”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting solely for the Company in relation to the matters referred to in the document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Proposals. Java Capital is acting solely for the Company in relation to matters referred to in the document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Java Capital nor for providing advice in relation to the Proposals. Apart from the responsibilities and liabilities, if any, which may be imposed upon Peel Hunt or Investec by FSMA or the regulatory regime established thereunder or upon Java Capital by the JSE, neither of Peel Hunt nor Investec nor Java Capital accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made, by it or on its behalf in connection with the Company, the CMC Consideration Shares or the RIFM Consideration Shares, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of Peel Hunt, Investec and Java Capital, accordingly, disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of such statement. THE NEW ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY OTHER FEDERAL OR STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY AUTHORITY, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON OR ENDORSED OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. CONTENTS Page PART I SUMMARY INFORMATION 2 PART II RISK FACTORS 1 2 PART III IMPORTANT INFORMATION – FORWARD-LOOKING STATEMENTS 1 9 PART IV SHARE CAPITAL STATISTICS, EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND ADMINISTRATION 2 3 PART V LETTER FROM THE CHAIRMAN OF THE COMPANY 2 6 PART VI INFORMATION ON THE GROUP 4 9 PART VII OPERATING AND FINANCIAL REVIEW ON THE GROUP 5 4 PART VIII HISTORICAL FINANCIAL INFORMATION ON THE COMPANY 64 PART IX PROPOSED SHARE PLANS 65 PART X PROPERTY VALUATIONS OF THE GROUP 72 PART XI UK – REIT STATUS 181 PART XII TAXATION 186 PART XIII WAIVER OF RULE 9 OF THE UK TAKEOVER CODE AND INFORMATION ON THE CONCERT PARTY 192 PART XIV PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION 220 PART XV ADDITIONAL INFORMATION 225 PART XVI DOCUMENTS INCORPORATED BY REFERENCE 276 PART XVII DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS 277 PART XVIII NOTICE OF EXTRAORDINARY GENERAL MEETING 285 1 PART I SUMMARY INFORMATION Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”. Section A – Introduction and warnings A1 Introduction and warnings WARNING: THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THE PROSPECTUS.