REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
("Redefine" or "the company")
ISSUE BY REDEFINE OF EUR 150 MILLION SECURED BONDS EXCHANGEABLE INTO SHARES OF REDEFINE INTERNATIONAL PLC
Shareholders are advised that Redefine has successfully placed secured bonds (the "Bonds") with a principal amount of EUR 150 million, exchangeable into ordinary shares (the "RIPLC Shares") of Redefine International P.L.C. ("RIPLC"), the proceeds of which will be used to refinance debt raised by Redefine on its acquisition of its shareholding in Echo Polska Properties N.V.
The Bonds will be issued with a coupon of 1.50%, payable semi-annually in arrear. The initial exchange price of the Bonds will be set at an exchange premium of 26.25% to a reference price (the "Reference Price") determined as the euro-equivalent of the arithmetic average of the daily volume weighted average prices of a RIPLC Share listed on the London Stock Exchange plc (the "LSE") on each of the five scheduled trading days commencing on (and including) 5 September 2016, such Reference Price being subject to a floor of EUR 0.45673 and a cap of EUR 0.51902. The Reference Price, the initial exchange price and the initial exchange ratio will be announced by Redefine on or around 9 September 2016. The Bonds will be issued at 100% of their principal amount and, unless previously exchanged, redeemed, or repurchased and cancelled, will be redeemed at par (subject to the Redefine's settlement option referred to below) on 16 September 2021. Holders of the Bonds will have the option to require an early redemption of their Bonds on the third anniversary of the issue date, at their principal amount, together with accrued interest.
Upon exchange Redefine will have the flexibility to settle in cash, deliver the underlying RIPLC Shares or any combination thereof.
Further details of the terms of the Bonds are contained in the press releases available on Redefine's website.
6 September 2016