Results of RIN General Meeting (6151M)

TIDMRDF TIDMWICH

RNS Number : 6151M

Redefine International PLC

18 August 2011

Redefine International plc

("Redefine International" or the "Company")

Results of General Meeting

for Redefine Properties International Limited ("RIN")

Further to the announcement on 13(th) July 2011 regarding the recommended offer by Wichford P.L.C. ("Wichford") for the Company, and with reference to the combined circular and prospectus published simultaneously (the "Prospectus"), the Board is pleased to announce that the following statement was released today by RIN, the company listed on the Johannesburg Stock Exchange, which owns 82% of the issued share capital of Redefine International.

"A general meeting of RIN linked unitholders convened in terms of the notice of general meeting contained in the RIN circular issued on 15 July 2011 and regarding the proposed disposal by RIN of its entire shareholding in Redefine International in consideration for 7.2 shares in Wichford for every one Redefine International share held, pursuant to an offer by Wichford ("the offer") to acquire all Redefine International shares held by Redefine International shareholders, including RIN ("the merger"), was held today, Thursday, 18 August 2011.

The special and ordinary resolutions tabled at the general meeting were passed unanimously by linked unitholders.

The South African Takeover Regulation Panel has issued the necessary clearance certificate in accordance with the Companies Act of South Africa (Act 71 of 2008), as amended, and the Takeover Regulations thereto.

RIN will now notify Wichford of its acceptance of the offer.

Implementation of the offer and the resultant merger of Wichford and Redefine International is conditional on Wichford receiving acceptances from at least 90% of shareholders of Redefine International (of which RIN comprises 82%).

Accordingly, upon reaching the 90% acceptance level Wichford will release a separate announcement regarding implementation of the offer and the merger.

RIN will simultaneously release an announcement to its linked unitholders confirming the implementation of the merger."

This announcement should be read in conjunction with the full text of the Prospectus published on 13(th) July 2011 (available on the Company's website at at www.redefineinternational.je).

For further information, please contact:

 
 Redefine International plc 
  Gavin Tipper - Chairman                                   [phone] 
 Nominated Adviser and Broker to Redefine International 
  plc 
  Singer Capital Markets 
  Jeff Keating                                             [phone] 
 Redefine International Fund Managers Limited 
  Miles Walton                                               [phone] 
 

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].

This information is provided by RNS

The company news service from the London Stock Exchange

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