Redefine International PLC Scheme Circular sent to IHL Shareholders (9389O)

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

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August 24, 2017 11:00 ET (15:00 GMT)