Results of RIN General Meeting (6151M)
August 18 2011 - 10:30AM
UK Regulatory
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 +27 (0)21 683 3829
Nominated Adviser and Broker to Redefine International
plc
Singer Capital Markets
Jeff Keating +44 (0)203 205 7500
Redefine International Fund Managers Limited
Miles Walton +1 (284) 494 9820
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 +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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