Cancellation of Admission to Trading on AIM (0504M)

TIDMRDF TIDMWICH

RNS Number : 0504M

Redefine International PLC

09 August 2011

Redefine International plc

(the "Company" or "Redefine")

Cancellation of Admission to trading on AIM

Further to the Recommended Offer notification made on 13 July 2011 (the "Offer"), Redefine hereby gives notice of the intended cancellation of admission to trading of the Company's ordinary shares on AIM. Cancellation is subject to the Offer being declared unconditional in all respects, which is expected to occur on 22 August 2011. If the Offer is declared unconditional in all respects on such date, cancellation will become effective at 8.00 a.m. on 8 September 2011, with the last day of trading of Redefine's shares on AIM being on 7 September 2011. Upon the Offer being declared wholly unconditional, Redefine will become a subsidiary of Wichford P.L.C. ("Wichford" or "Enlarged Group").

A compulsory acquisition of all Redefine shares not otherwise acquired by Wichford by 22 August 2011 under the Offer is intended to commence after 23 August 2011, such that non-accepting minority shareholders will be compelled under Jersey law to sell their shares to Wichford ("Compulsory Acquisition"). At which point, Redefine would then become a wholly owned subsidiary of Wichford.

Once the admission of Redefine on AIM has been cancelled there will be no liquid market for any issued Redefine shares not then owned by Wichford, and such shares would be subject to the Compulsory Acquisition procedures pursuant to Jersey law.

It is expected that admission of the Enlarged Group to the Official List within the Premium Segment, closed ended investment funds category will become effective, and trading in the Wichford ordinary shares of 7.2 pence each will commence on the Main Market for listed securities of the London Stock Exchange, at 08:00 on 23 August 2011. The TIDM for the Enlarged Group will be RDI, the ISIN will be IM00B4JZYL28, and the SEDOL will be B4JZYL2. The Enlarged Group will seek to change its name with the Isle of Man Registry on 8 September 2011 to Redefine International P.L.C., (as previously authorised to do so at the Wichford EGM held on 4 August 2011), following the cancellation of Redefine's admission on AIM.

 
 Enquiries 
=============================  ================================= 
 
 Redefine                       Wichford 
=============================  ================================= 
 Gavin Tipper, Chairman         Philippe de Nicolay, Chairman 
=============================  ================================= 
 Tel : [phone]      Tel: [phone] 
=============================  ================================= 
 
 Nominated Adviser and Broker   Wichford Property Management Ltd 
  to 
=============================  ================================= 
 Redefine                       Stephen Oakenfull 
=============================  ================================= 
 Singer Capital Markets Ltd     Tel: [phone] 
=============================  ================================= 
 Jeff Keating                   Philip Cooper 
=============================  ================================= 
 Tel: [phone]      Tel: [phone] 
=============================  ================================= 
 
                                Citigate Dewe Rogerson 
=============================  ================================= 
                                Toby Mountford, Ginny Pulbrook, 
                                 Kate Lehane 
=============================  ================================= 
                                Tel: +44 ( 0)20 7638 9571 
=============================  ================================= 
 

IMPORTANT NOTICES

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Forward Looking Statements

This announcement contains 'forward-looking statements' concerning Wichford and Redefine that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Wichford's or Redefine's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Wichford's or Redefine's business.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Wichford's and Redefine's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Wichford nor Redefine can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the Announcement Date. Neither Wichford nor Redefine undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required. Forward looking statements may, and often do, differ materially from results.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Wichford, Redefine or any other person following the implementation of the Offer or otherwise.

In accordance with Rule 19.1 of the City Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Wichford's website at www.wichford.com and on Redefine's website at www.redefineinternational.je on 9 August 2011.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCBUGDIXDGBGBC