CIRCULAR TO REDEFINE INTERNATIONAL SHAREHOLDERS

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 5 of this circular have been used on this cover page. If you are in any doubt as to what action to take, please consult your CSDP, CREST provider, broker, custodian, banker, accountant, legal adviser or other professional adviser. ACTION REQUIRED If you have disposed of all your shares in Redefine International, this circular should be handed to the purchaser of such shares or to the CSDP, CREST provider, broker, custodian, banker or other agent through whom the disposal was effected. Redefine International shareholders are referred to page 3 of this circular, which sets out the detailed action required of them in respect of the proposals set out in this circular. All times indicated are local times in the country to which they refer. THE ATTENTION OF SHAREHOLDERS IS DRAWN TO THE FACT THAT SHOULD THEY NOT ACTION THE CONTENTS OF THIS CIRCULAR, THEY WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE CASH DIVIDEND. SHAREHOLDERS RECORDED ON THE UK SHARE REGISTER WHO HAVE PREVIOUSLY ELECTED TO RECEIVE A SCRIP DIVIDEND WILL, UNLESS THEY TAKE STEPS TO REVOKE THEIR MANDATE, BE DEEMED TO HAVE ELECTED TO RECEIVE THE SCRIP DIVIDEND. Redefine International does not accept responsibility and will not be held liable for any failure on the part of the CSDP, CREST provider, broker or custodian of any holder of dematerialised or certificated shares to notify such shareholder of the proposals set out in this circular. Redefine International P.L.C. (Incorporated and registered in the Isle of Man with registered number V) (LSE share code: RDI) (JSE share code: RPL) (ISIN number: IM00B8BV8G91) ( Redefine International or the Company ) CIRCULAR TO REDEFINE INTERNATIONAL SHAREHOLDERS relating to: an election being offered to Redefine International shareholders to receive either a cash dividend or a scrip dividend by way of an issue of new Redefine International shares; and enclosing: an election form for use by certificated shareholders on the SA share register; or an election form for use by certificated shareholders on the UK share register. Corporate adviser and JSE sponsor Joint financial adviser and corporate broker Joint financial adviser and corporate broker Legal adviser as to English law Legal adviser as to Isle of Man law Date of issue: Friday, 30 October 2015 Copies of this circular may be obtained at the Company s UK transfer secretaries, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, from Friday, 30 October 2015 to Friday, 13 November It will also be available on the website of the Company ( from Friday, 30 October 2015 and at the office of the Company s JSE sponsor, Java Capital, 6A Sandown Valley Crescent, Sandton, 2031.

2 CORPORATE INFORMATION REGISTERED OFFICE Merchants House 24 North Quay 14 Athol Street Douglas Isle of Man IM1 4LE (Postal address same as physical address above) COMPANY SECRETARY Lisa Hibberd Second Floor 30 Charles II Street London SW1Y 4AE (Postal address same as physical address above) CORPORATE ADVISER Java Capital (Proprietary) Limited (Registration number 2012/089864/07) 6A Sandown Valley Crescent Sandton, 2031 Johannesburg, South Africa (PO Box 2087, Parklands, 2121) JSE SPONSOR Java Capital Trustees and Sponsors (Proprietary) Limited (Registration number 2006/005780/07) 6A Sandown Valley Crescent Sandton, 2031 Johannesburg, South Africa (PO Box 2087, Parklands, 2121) JOINT FINANCIAL ADVISER AND CORPORATE BROKER Peel Hunt LLP (Registration number 0C357088) Moor House 120 London Wall London EC2Y 5ET (Postal address same as physical address above) JOINT FINANCIAL ADVISER AND CORPORATE BROKER J.P. Morgan Cazenove (Registration number ) 25 Bank Street Canary Wharf London E14 5JP (Postal address same as physical address above) LEGAL ADVISER AS TO ENGLISH LAW Nabarro LLP (Registration number OC334031) 125 London Wall London EC2Y 5AL (Postal address same as physical address above) LEGAL ADVISER AS TO ISLE OF MAN LAW Simcocks Advocates Limited (Registration number C) Ridgeway Street Douglas Isle of Man IM99 1PY (Postal address same as physical address above) SA TRANSFER SECRETARIES Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07) Ground Floor 70 Marshall Street Johannesburg 2001, South Africa (PO Box Marshalltown, 2107) UK TRANSFER SECRETARIES Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU (Postal address same as physical address above) CORPORATE HEAD OFFICE Redefine International Second Floor 30 Charles II Street London SW1Y 4AE (Postal address same as physical address above) PLACE AND DATE OF INCORPORATION Isle of Man, 28 June 2004 Re-registered under the Isle of Man Companies Act 2006 on 3 December 2013

3 TABLE OF CONTENTS Page Corporate information Inside front cover Salient dates and times 2 Action required by Redefine International shareholders 3 Definitions and interpretations 5 Circular to Redefine International shareholders 1. Introduction 8 2. Cash dividend 8 3. The scrip dividend 8 4. Rationale for the scrip dividend 9 5. Share capital 9 6. Tax implications 9 7. Listing of new Redefine International shares South African law, UK law and Isle of Man law Exchange control regulations (for shareholders on the SA share register) 16 Redefine International Scrip dividend election form for certificated shareholders recorded on the UK or SA share register Enclosed 1

4 SALIENT DATES AND TIMES For shareholders on the UK share register 2015 Announcement of scrip dividend reference price released on RNS on or before Last day to trade in order to be eligible for the cash dividend or alternatively the scrip dividend on Shares commence trading ex the cash dividend or scrip dividend on Record date for shareholders recorded on the UK share register Closing date for receipt of completed election forms by no later than 10:00 (UK time) on Announcement on RNS of the amount of new Redefine International shares issued on Dispatch of share certificates, payment of cash dividend, CREST accounts credited/updated and new Redefine International shares listed on the LSE on Thursday, 5 November Wednesday, 18 November Thursday, 19 November Friday, 20 November Friday, 20 November Friday, 27 November Friday, 4 December Notes: 1. All dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject to change. Any changes will be released on RNS. 2. Redefine International shareholders are referred to page 3 of this circular for information on the action required to be taken by them. 3. Shares may not be dematerialised or rematerialised, nor may transfers of shares between sub-registers in the United Kingdom and South Africa take place between Monday, 16 November 2015 and Friday, 20 November 2015 both days inclusive. For shareholders on the SA share register 2015 Announcement of Pounds Sterling to Rand conversion rate and scrip dividend reference price released on SENS on or before Last day to trade in order to be eligible for the cash dividend or alternatively the scrip dividend on Shares commence trading ex the cash dividend or scrip dividend on Record date for shareholders recorded on the SA share register Closing date for receipt of completed election forms by no later than 12:00 (South African time) on Announcement on SENS of the amount of new Redefine International shares issued on Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated and new Redefine International shares listed on the JSE on Thursday, 5 November Friday, 13 November Monday, 16 November Friday, 20 November Friday, 20 November Friday, 27 November Friday, 4 December Notes: 1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS. 2. Redefine International shareholders are referred to page 4 of this circular for information on the action required to be taken by them. 3. Shareholders should note that new Redefine International shares should not be traded until the new Redefine International shares are issued or reflect in their accounts with their CSDP or broker on Friday, 4 December Share certificates may not be dematerialised or rematerialised nor may transfers of shares between sub-registers in the United Kingdom and South Africa take place between Monday, 16 November 2015 and Friday, 20 November 2015 both days inclusive. 5. Shareholders on the SA share register will receive a cash dividend in South African Rand, based on the exchange rate to be obtained by the Company on or before Thursday, 5 November An announcement in this respect will be made on or before Thursday, 5 November

5 ACTION REQUIRED BY REDEFINE INTERNATIONAL SHAREHOLDERS The definitions and interpretations commencing on page 5 of this circular apply to this section. The following information pertains to all of the Company s shareholders. On Wednesday, 28 October 2015 it was announced that the board had approved a second interim dividend of 1.65 pence per share in respect of the year ended 31 August 2015 and that the board intends offering shareholders a cash dividend or the election to receive a scrip dividend. Accordingly, you are entitled to receive either a cash dividend or a scrip dividend. Should you wish to receive the cash dividend and/or should you take no action, regardless of holding your shares in certificated or uncertificated form, you shall on Friday, 4 December 2015 receive the cash dividend. Please note however that, where a shareholder recorded on the UK share register has previously elected to receive a scrip dividend and now wishes to receive the cash dividend, such shareholder must revoke their existing mandate by notice in writing to Capita Asset Services; failing which such shareholder will receive the scrip dividend. Dividend payments will be made in accordance with the payment instructions held. All times indicated below are local times in the country to which they refer. If you elect to receive the scrip dividend, please note the following action is required to be taken by you: SHAREHOLDERS RECORDED ON THE UK SHARE REGISTER 1. CERTIFICATED SHAREHOLDERS Shareholders holding shares in certificated form must complete the enclosed election form in accordance with the instructions contained therein and lodge it with the UK transfer secretaries, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU to be received by them by no later than 10:00 (UK time) on Friday, 20 November The election forms may be submitted to the UK transfer secretaries by post or by hand (during normal business hours only). Election forms received after that time will be applied in time for the next relevant dividend. Alternatively, non-crest shareholders can elect to participate in the Redefine International scrip dividend through the Capita Shareholder Portal Shareholders completing a Mandate will be making an evergreen election, which will result in them receiving new shares instead of cash dividends until such Mandate is cancelled, so if you have previously elected to receive shares for future dividends for which a scrip dividend alternative is offered, you will not need to renew your Mandate. Election forms, once completed, remain in force for all future dividends until cancelled in writing. Please note that no acknowledgement of receipt of elections will be issued. Share certificates, will be dispatched to all certificated shareholders by first class post at the risk of such shareholders, on Friday, 4 December UNCERTIFICATED SHAREHOLDERS Shareholders who hold their shares in CREST can only elect to receive relevant dividends in the form of new Redefine International shares by use of the CREST Dividend Election Input Message. A CREST Dividend Election Input Message must be received by 10:00 (UK time) on Friday, 20 November 2015 in order to be effective. Under the Uncertificated Securities Regulations 2006, if holdings of shares are held partly in certificated and partly in uncertificated form, the Company will treat such shareholdings as if they were separate shareholdings and a separate election form/crest Dividend Election Input Message will need to be completed for each holding. To the extent that a holding is wholly or partly in uncertificated form at the record date for the relevant dividend, by submitting a CREST Dividend Election Input Message the relevant shareholder is deemed to authorise the Company to issue new Redefine International shares in uncertificated form in respect of that holding. Mandates other than CREST Dividend Election Input Messages, including paper election forms, will not be accepted in respect of shares held through CREST and will be ignored. The CREST Dividend Election Input Message must contain the number of shares relating to the election. If the number of elected shares is zero or left blank, the election will be rejected. If the number is greater than the shares held by the relevant shareholder through CREST at the relevant record date, the election will be scaled back to the holding at the record date. 3

6 Once an election is made using the CREST Dividend Election Input Message system it cannot be amended. Therefore, if a shareholder wishes to change their Mandate, such shareholder would need to cancel their previous election and submit a new election. Shareholders electing to receive dividends in the form of new Redefine International shares through the CREST Dividend Election Input Message system must submit a Dividend Election Input Message in respect of each relevant dividend otherwise the relevant shareholders will receive their dividend in cash, by cheque or to any bank account previously elected for the receipt of dividends. Uncertificated shareholders CREST accounts will be credited and updated on Friday, 4 December 2015 with the new Redefine International shares. SHAREHOLDERS RECORDED ON THE SA SHARE REGISTER 1. CERTIFICATED SHAREHOLDERS Certificated shareholders must complete the enclosed election form in accordance with the instructions contained therein and lodge it with the SA transfer secretaries, Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107), to be received by them by no later than 12:00 (South African time) on Friday, 20 November Election forms received after this date and time will not be accepted. Where applicable, share certificates will be dispatched to all certificated shareholders by registered post at the risk of such shareholders, on Friday, 4 December 2015 or in accordance with the instructions given to the SA transfer secretaries. 2. DEMATERIALISED SHAREHOLDERS Dematerialised shareholders are required to notify their duly appointed CSDP, broker or custodian if they wish to receive the new Redefine International shares pursuant to the scrip dividend, in the manner and the time stipulated in the agreement governing the relationship between such shareholders and their CSDP, broker or custodian, failing which they will receive the cash dividend. Dematerialised shareholders CSDP/broker accounts will be credited and updated on Friday, 4 December 2015 with the new Redefine International shares. 4

7 DEFINITIONS AND INTERPRETATIONS In this circular and the election form attached hereto, unless the context indicates a contrary intention, the words in the first column shall have the meanings assigned to them in the second column; the singular includes the plural and vice versa; an expression which denotes one gender includes the other gender; a natural person includes a juristic person and vice versa and cognate expressions shall bear corresponding meanings. board or board of directors Capita Asset Services cash dividend certificated shares certificated shareholder CGT circular or this circular CREST CREST Dividend Election Input Message CREST Manual CREST provider, broker or custodian CREST Regulations CSDP dematerialisation dematerialised shares dematerialised shareholders documents of title election form Euroclear Exchange Control Exchange Control Regulations FCA the board of directors of Redefine International; Capita Asset Services is a trading name of Capita Registrars Limited; the cash dividend of 1.65 pence per share payable to shareholders out of the Company s distributable profits in accordance with their shareholding in the Company as at the record date, unless receipt of the scrip dividend has been elected; a share or other security which is not in uncertificated form (that is not in CREST or Strate); Redefine International shareholders holding certificated shares in the Company; Capital Gains Tax; this circular dated Friday, 30 October 2015 including the election form attached hereto; the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holdings of shares in uncertified form in respect of which Euroclear is the operator, in accordance with which securities may be held and transferred in uncertified form; the procedure for shareholders registered on the UK share register to elect to participate in the scrip dividend; the manual issued by Euroclear concerning the CREST system and available on the Euroclear website; a person or company that enables shareholders to hold and transfer their securities in uncertificated form or to hold and transfer their securities in uncertificated form on their behalf; the Uncertificated Securities Regulations 2006 (SD743/06), as amended, of the Isle of Man; a central securities depository participant appointed by a shareholder for purposes of, and in regard to dematerialisation and to hold and administer securities or an interest in securities on behalf of a shareholder; the process whereby certificated shares are converted to an electronic form as uncertificated shares and recorded in the sub-register of shareholders maintained by a CSDP or custodian; Redefine International shares which have been incorporated into the Strate system, title to which is no longer represented by physical documents of title; Redefine International shareholders who hold shares in dematerialised (uncertificated) form through Strate; share certificates and/or certified transfer deeds and/or balance receipts or any other documents of title in respect of Redefine International shares; the election form attached to this circular to be completed by certificated shareholders on the SA share register and the UK share register; Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales and the operator of CREST; the Financial Surveillance Department of the South African Reserve Bank; the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended; the Financial Conduct Authority in the United Kingdom and/or any successor or replacement body or bodies from time to time (including, for the avoidance of doubt, the Prudential Regulation Authority); 5

8 FSMA Financial Services and Markets Act 2000; GBP, Pounds Sterling or HMRC JPMC joint Financial Adviser and Corporate Broker JSE JSE Listings Requirements JSE sponsor Great British Pound, the legal currency of the UK; Her Majesty s Revenue and Customs; J.P. Morgan Securities trading as J.P. Morgan Cazenove (Registration number ), joint Financial Adviser and Corporate Broker, full details of which are set out in the Corporate Information section; JPMC and Peel Hunt acting as joint Financial Advisers and Corporate Brokers to Redefine International; JSE Limited (Registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act of South Africa, 2012 (Act 19 of 2012), as amended; the Listings Requirements as published by the JSE, as amended from time to time; Java Capital Trustees and Sponsor (Proprietary) Limited (Registration number 2006/005780/07), a private company duly incorporated in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section; last practicable date the last practicable date prior to the finalisation of this circular, being Friday, 23 October 2015; LSE Mandate new Redefine International shares or scrip dividend shares Official List own-name dematerialised shareholders p or pence Peel Hunt PID or Property Income Distribution Rand record date Redefine International or the Company Redefine International group or the Group RNS SA record date the London Stock Exchange plc; the instructions of a shareholder as set out in a valid election form, online election or as submitted via a CREST Dividend Election Input Message, as the case may be; new fully-paid ordinary Redefine International shares to be issued at the scrip dividend reference price per share pursuant to the scrip dividend; the Official List of the UK Listing Authority; dematerialised shareholders who have instructed their CSDP or custodian to hold their dematerialised shares in their own name on the sub-register (the list of shareholders maintained by the CSDP or custodian and forming part of Redefine International s register); Great British pence; Peel Hunt LLP (Registered number 0C357088), joint Financial Adviser and Corporate Broker, full details of which are set out in the Corporate Information section; a dividend payable which, in accordance with the UK legislation on UK-REIT s is subject to deduction of UK withholding tax unless exemptions apply; South African Rand, the lawful currency of South Africa; the SA record date and/or the UK record date as the context may indicate; Redefine International P.L.C. (Registered number V), a public company incorporated in terms of the laws of the Isle of Man which holds a primary listing on the Main Market of the LSE and a secondary listing on the JSE s Main Board, with its registered address at Merchants House, 24 North Quay, Douglas, Isle of Man IM1 4LE; collectively, Redefine International, its subsidiaries, associates and joint ventures; Regulatory News Service of the LSE; the date on which a Redefine International shareholder on the SA share register must be recorded in the register in order to participate in the cash dividend or the scrip dividend, being the close of business on Friday, 20 November 2015; 6

9 SA share register SA transfer secretaries scrip dividend the share register maintained on behalf of the Company in South Africa by the SA transfer secretaries; Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07), a private company duly incorporated in terms of the laws of South Africa, full details of which are set out in the Corporate Information section; the issue to Redefine International shareholders, who have elected to receive the scrip dividend, of new Redefine International shares in proportion to Redefine International shareholders shareholding in Redefine International as at the record date; scrip dividend reference price (i) for Redefine International shares traded on the LSE, a 2.5% discount on the average of the middle market quotations of a Redefine International share derived from the daily Official List for the last five dealing days prior to the announcement of the Pound Sterling to Rand conversion rate, less the amount of the dividend per Redefine International share; and (ii) for Redefine International shares traded on the JSE, a 2.5% discount on the average of the middle market quotations of a Redefine International share as provided by the JSE for the last five dealing days on the JSE prior to the announcement of the Pound Sterling to Rand conversion rate, less the amount of the dividend per Redefine International share as converted into Rand at the conversion rate; SENS shareholder, Redefine International shareholder or member shares or Redefine International shares South Africa or SA Strate transfer secretaries UK or United Kingdom UK Listing Rules UK record date Stock Exchange News Service of the JSE; a registered holder of Redefine International shares registered on the Redefine International share register; ordinary shares in the share capital of Redefine International with a par value of 8 pence each; the Republic of South Africa; Strate Proprietary Limited (Registration number 1998/022242/07), a registered central securities depository in terms of the Financial Markets Act of South Africa, 2012 (Act 19 of 2012), as amended; collectively, the SA transfer secretaries and the UK transfer secretaries; United Kingdom of Great Britain and Northern Ireland; the UK Listing Rules made by the FCA under Part VI of FSMA; the date on which a Redefine International shareholder on the UK share register must be recorded in the register in order to participate in the cash dividend or the scrip dividend, being the close of business on Friday, 20 November 2015; UK-REIT a real estate investment trust under Part 12 of the UK s Corporation Tax Act 2010; UK share register UK transfer secretaries uncertificated form or in uncertificated form uncertificated shareholders the share register maintained on behalf of the Company in the Isle of Man; Capita Asset Services; recorded on the register of members as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST; and Redefine International shareholders who hold shares in uncertificated form through CREST. 7

10 Redefine International P.L.C. (Incorporated and registered in the Isle of Man with registered number V) (LSE share code: RDI) (JSE share code: RPL) (ISIN number: IM00B8BV8G91) ( Redefine International or the Company ) CIRCULAR TO REDEFINE INTERNATIONAL SHAREHOLDERS 1. INTRODUCTION On Wednesday, 28 October 2015 it was announced that the board had declared a second interim dividend of 1.65 pence per share in respect of the year ended 31 August 2015 and that the board now intends offering a cash dividend to shareholders or the election to receive a scrip dividend by way of an issue of new Redefine International shares (of the same class as existing shares) credited as fully paid up. Accordingly, a cash dividend will be paid to shareholders unless shareholders elect to receive a scrip dividend by way of an issue of new Redefine International shares credited as fully paid up. Shareholders of Redefine International on the record date who elect to receive the scrip dividend instead of the cash dividend, must ensure that their election forms are received by the relevant transfer secretaries on or before 10:00 (UK time)/12:00 (South African time) on Friday, 20 November CASH DIVIDEND 2.1. Shareholders on the UK share register South African resident and non-resident shareholders who hold Redefine International shares on the UK share register who receive the cash dividend will receive the cash dividend in Pounds Sterling Shareholders not electing to receive the scrip dividend will, without any action on their part, be deemed to have elected to receive the cash dividend. Please note however that, where a shareholder recorded on the UK share register has previously elected to receive a scrip dividend and now wishes to receive the cash dividend, such shareholder must revoke their existing Mandate by notice in writing to Capita Asset Services; failing which such shareholder will receive the scrip dividend The cash dividend will be paid out of the Company s distributable profits Shareholders on the SA share register South African resident shareholders and non-resident shareholders who hold shares on the SA share register will receive the cash dividend in Rand Shareholders not electing to receive the scrip dividend will, without any action on their part, be deemed to have elected to receive the cash dividend The cash dividend will be paid out of the Company s distributable profits Other information Value of dividends If no shareholders were to elect to receive the scrip dividend the value of the dividends will amount to million Maximum number of Redefine International shares and share capital in case all shareholders elect to receive the scrip dividend Should all eligible shareholders elect to receive the scrip dividend the maximum total number of new Redefine International shares to be issued by Redefine International will be calculated as million divided by the scrip dividend reference price. 3. THE SCRIP DIVIDEND 3.1. Terms and calculation of the scrip dividend The scrip dividend will take place in accordance with article 135 and article 141 of the Company s articles of association. Article 135 is subject to the authority of an ordinary resolution, and at the Company s Annual General Meeting held on 29 January 2015, shareholders voted in favour of ordinary resolution 18, generally and unconditionally authorising the directors to offer to the shareholders the right to elect to receive a scrip dividend in the form of the allotment of ordinary shares, credited as fully paid, instead of the whole or any part of any cash dividends (including interim dividends). 8

11 Should a shareholder elect to receive the scrip dividend, such shareholder will become entitled to a number of new Redefine International shares, which value will be at a premium to the cash dividend such shareholder would have otherwise received, derived from a scrip dividend reference price discounted by 2.5%. A shareholder s entitlement to new Redefine International shares will be calculated by multiplying the number of shares held by that shareholder at the record date by the gross dividend per share of 1.65 pence and dividing it by the scrip dividend reference price. Where UK withholding tax has to be accounted for, the calculation will be by reference to the gross amount of the dividend per share less the current applicable withholding tax rate of 20 per cent. The new Redefine International shares to be issued pursuant to the scrip dividend are funded from the Company s distributable profits The election may be made by shareholders in respect of the whole of their shareholdings as of the record date only. Nominee shareholders are permitted to make elections on part of their shareholding Redefine International reserves the right to reduce the number of new Redefine International shares issued to an electing shareholder in respect of the scrip dividend if the issue of such shareholder s full allocation of new Redefine International shares would result in that shareholder (individually or together with any associates or shareholders deemed to be acting in concert with such shareholder) having an interest in Redefine International shares that would ordinarily require the shareholder (or group of shareholders) to make a mandatory cash offer for Redefine International pursuant to Rule 9 of the UK City Code on Takeovers and Mergers. In such circumstances, the shareholder will receive the balance of their entitlement as a cash dividend on the basis of 1.65 pence per share Fractions The allocation of new Redefine International shares will be such that shareholders who elect to receive the scrip dividend will not be allocated a fraction of a new Redefine International share and as such any entitlement to receive a fraction of a new Redefine International share which: is less than one-half of a new Redefine International share, will be rounded down to the nearest whole number; is equal to or greater than one-half of a new Redefine International share but less than a whole new Redefine International share, will be rounded up to the nearest whole number; and no fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried forward to any future scrip dividend issue, and any amount of dividend not represented by scrip dividend shares will not be paid or payable to the relevant shareholders in respect of that dividend, but will be retained by the Company. 4. RATIONALE FOR THE SCRIP DIVIDEND The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Redefine International and to retain flexibility with regard to the Company s cash resources. 5. SHARE CAPITAL The share capital of the Company as at the last practicable date is as follows: 000 Share capital Authorised ordinary shares of 8 pence each Issued share capital ordinary shares of 8 pence each Share premium Total TAX IMPLICATIONS Redefine International s general guidance regarding the tax implications of the cash dividend and scrip dividend for shareholders, based on Redefine International s understanding of the law and practice as at the last practicable date, has been summarised below. Shareholders are nevertheless advised to consult their own independent professional tax adviser. Redefine International and its advisers cannot be held responsible for the tax consequences of the cash dividend or scrip dividend for any particular shareholder. Introduction Redefine International converted to a UK-REIT on 4 December The Company may distribute dividends to shareholders either in the form of a property income distribution ( PID ) or as an ordinary dividend ( non-pid ). One of the requirements of the UK-REIT regime is that the principal company of a group REIT (being here the Company) must, in respect of each accounting period, distribute to shareholders at least 90 per cent of the UK profits (as defined in section 530(2) of the Corporation Tax Act 2010) from the Group s property rental business in the form of PIDs. 9

12 New Redefine International shares received in lieu of a cash dividend under the scrip dividend may be paid as a PID, a non-pid or a mixture of the two. Where a dividend is to be paid under the scrip dividend as a PID, it will be paid net of withholding tax unless one of the exceptions set out in paragraph below applies. The Company will indicate whether the dividend will be paid as a PID, non-pid or mixture of the two along with the scrip reference price as a separate announcement to this circular to be published on RNS and SENS on Thursday, 5 November UK taxation UK taxation of PIDs The statements made in this paragraph relate only to certain limited aspects of the UK taxation treatments of PIDs paid by the Company in the form of new Redefine International shares Amount received Shareholders who receive new Redefine International shares in PID form pursuant to a scrip dividend alternative election will be regarded as having received a PID equal to the cash equivalent of the new Redefine International shares. Where withholding tax applies to a particular shareholder, a reduced number of new Redefine International shares will be issued to reflect this withholding tax and the cash equivalent will fall to be determined by grossing up the value of that reduced number of new Redefine International shares at the scrip dividend reference price by reference to the withholding tax rate, currently 20 per cent Individuals UK resident shareholders are taxed on PIDs as property letting income separate from any other property letting business. The gross amount of the PID is subject to tax with a credit for withholding tax deducted from the payment (see further below). HMRC tax returns contain a separate box and explanatory notes to enable individual tax payers to declare amounts received in the form of PIDs. Subject to limited exceptions, Redefine International is required to withhold tax at source from its PIDs at the UK basic rate of income tax, currently 20 per cent. Because of the withholding tax, a UK resident individual taxable at the basic rate will have no further tax to pay. By contrast, a UK resident individual taxable at the higher rate of 40 per cent (or the additional rate of 45 per cent) will have a further 20 per cent (25 per cent if an additional rate tax payer) to pay. An individual, who does not pay tax, perhaps because of personal allowances, may reclaim the tax withheld in their tax return. A shareholder who is an individual resident (for tax purposes) in the UK and who receives new Redefine International shares in PID form pursuant to a scrip dividend alternative election will be treated as having acquired those new Redefine International shares for an amount equal to the cash equivalent for CGT purposes Corporate shareholders (other than pension funds and charities) Subject to certain exceptions, a PID will generally be treated in the hands of shareholders who are within the charge to corporation tax as profit of a UK property business (as defined in Part 4 of the Corporation Tax Act 2009). A PID is, together with any PIDs from any other UK-REIT, treated as a separate UK property business from any other UK property business (a different UK property business ) carried on by the relevant shareholder. This means that any surplus expenses from a shareholder s different UK property business cannot be off-set against a PID as part of a single calculation of the shareholder s UK property business profits Registered pension schemes and charities A registered pension scheme, or charity, resident (for tax purposes) in the UK should generally have no liability to UK tax in respect of a PID Withholding tax on PIDs The Company will generally be required to withhold tax at source at the basic rate (currently 20 per cent) from its PIDs. This is the case whether PIDs are paid in cash or in the form of new Redefine International shares pursuant to the scrip dividend Exceptions to requirement to withhold tax on PIDs Under the UK-REIT rules, certain categories of shareholder are entitled to receive PIDs without withholding tax. Shareholders qualifying for gross payment are principally: UK resident companies UK public bodies UK charities UK pension funds Managers of ISAs, PEPs and Child Trust Funds. UK shareholders who qualify for gross payment are required to complete the relevant exemption declaration form included on Redefine International s website. 10

13 UK taxation of non-pids The statements made in this paragraph relate only to certain limited aspects of the UK taxation treatments of non-pids paid by the Company in the form of new Redefine International shares Individuals A shareholder who is an individual resident (for tax purposes) in the UK and who receives new Redefine International shares in non-pid form pursuant to a scrip dividend alternative election will be subject to tax on the amount (the gross amount ) which is equal to the cash equivalent (as defined in paragraph above) of those new Redefine International shares grossed up by income tax at the dividend ordinary rate (currently 10 per cent). The gross amount will be regarded as the top slice of the individual s income and the individual will be subject to tax on it as dividend income. Basic rate. An individual shareholder who pays tax at the basic rate will not be subject to any further tax. The individual will be treated as having paid tax at the dividend ordinary rate on the gross amount (except to the extent that the individual is not taxable on the gross amount as a result of the availability of a relief or allowance). The tax which the individual will be deemed to have paid will therefore discharge the individual s liability to tax in respect of the gross amount. Higher rate. To the extent that the gross amount falls above the threshold for the higher rate of income tax, but below the threshold for the additional rate of income tax, the individual will pay tax on the gross amount at the dividend higher rate (currently 32.5 per cent) less the tax which the individual will be treated as having paid at the dividend ordinary rate (an effective rate of 25 per cent of the dividend received). Additional rate. To the extent that the gross amount falls above the threshold for the additional rate of income tax, the individual will, from 6 April 2013, pay tax on the gross dividend at a current rate of 37.5 per cent, less the tax which the individual will be treated as having paid at the dividend ordinary rate (an effective rate of approximately 30.6 per cent of the dividend received). Worked example. So, for example, a UK resident shareholder who is an individual receiving new Redefine International shares with a cash equivalent of 900 will be treated as having paid tax of 100. If the individual is liable to income tax at the basic rate, that individual s liability in respect of the scrip non-pid will be 10 per cent of the gross amount of 1 000, or 100. Consequently, that individual s liability will be discharged in full by the tax of 100 which that individual will be treated as having paid and so that individual will have no further liability to tax in respect of the scrip non-pid. If the individual is liable to income tax at the higher rate, that individual s tax liability in respect of the scrip non-pid will be 32.5 per cent of the gross amount of 1 000, or 325. After taking into account the tax of 100 which that individual will be treated as having paid, this will leave a net tax charge of 225. If the individual is liable to income tax at the additional rate, that individual s tax liability in respect of the scrip non- PID will be 37.5 per cent of the gross amount of 1 000, or 375. After taking into account the tax of 100 which that individual will be treated as having paid, this will leave a net charge of 275. A scrip non-pid received by an individual liable to income tax at the additional rate will have a tax liability of 42.5 per cent of the gross amount of 1 000, or 425. After taking into account the tax of 100 which that individual would be treated as having paid, this would leave a net charge of 325. A UK resident shareholder who is an individual who is not liable to income tax in respect of the gross non-pid will not be entitled to any payment from the HMRC in respect of any part of the tax that is deemed to have been paid. A shareholder who is an individual resident (for tax purposes) in the UK and who receives new Redefine International shares in non-pid form pursuant to a scrip dividend alternative election will be treated as having acquired those new Redefine International shares for an amount equal to the cash equivalent for capital gains tax purposes Corporate shareholders (other than pension funds and charities) To the extent that a company which is resident (for tax purposes) in the UK receives new Redefine International shares in non-pid form pursuant to the scrip dividend election, the issue of the new Redefine International shares should be treated as a bonus issue for which there is no acquisition cost. Consequently, the calculation of any chargeable gain or allowable loss on a future disposal of, or of part of, that company s enlarged holding should fall to be made by reference to the base cost of the original holding only. Corporate shareholders should therefore note that there will be no addition to the base cost of the increased shareholding and, in particular, no addition to the base cost representing the cash equivalent. 11

14 Registered pension schemes and charities Generally, a registered pension scheme, or charity, resident (for tax purposes) in the UK which receives a non-pid will not be subject to tax on receipt of the non-pid nor will it be entitled to a tax credit in respect of such new Redefine International shares. Accordingly, no payment in respect of such a tax credit can be claimed from HMRC. Registered pension schemes, or charities, resident (for tax purposes) in the UK should not generally be subject to UK taxation on any chargeable gain arising on a subsequent disposal of their new Redefine International shares Withholding tax on non-pid Under current UK tax law, the Company will not be required to withhold tax at source from non-pids. This is the case whether the non-pid is paid in the form of new Redefine International shares or not Stamp duty and stamp duty reserve tax No stamp duty or stamp duty reserve tax will generally be payable on the issue of new Redefine International shares pursuant to the scrip dividend South African taxation Taxation of cash PIDs The statements made in this section relate only to certain limited aspects of the South African taxation treatment of cash PIDs paid by the Company. A 20 per cent UK withholding tax will be deducted from cash PIDs. On application by the shareholder, a 5 per cent rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent. As the Company is a foreign company for South African tax purposes, the tax treatment of cash PIDs is dependent on whether the payment is a foreign dividend for South African tax purposes. A foreign dividend is broadly any cash amount payable by a foreign company where such amount is treated as a dividend payment by the Company under the income tax laws of the country where the Company has its place of effective management. The payment of cash PIDs are treated for UK tax purposes as the payment of dividends by the Company, and so they should be regarded as foreign dividends for South African tax purposes. The dividends tax, which was introduced with effect from 1 April 2012 by Part VIII of Chapter II of the Income Tax Act, 1962 (Act 58 of 1962) (the Income Tax Act ), as amended from time to time, only applies to dividends and foreign dividends (the application to foreign dividends is limited to foreign dividends in respect of shares listed on the JSE). Dividends tax will therefore apply to cash PIDs payable by the Company. However, it will not result in any additional tax being withheld, as section 64N of the Income Tax Act reduces dividends tax to nil as a result of at least 15 per cent UK withholding tax already having been borne. Cash dividends paid to South African resident companies should be exempt from the dividends tax, subject to certain administrative requirements Individuals Cash PIDs will be treated in the hands of SA shareholders who are individuals as exempt from income tax under section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE. There are no CGT consequences resulting from receiving cash PIDs Corporate shareholders Cash PIDs will be treated in the hands of SA shareholders who are corporates as exempt from income tax under section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE. There are no CGT consequences resulting from receiving cash PIDs Trusts Cash PIDs will be treated in the hands of SA shareholders who are trusts as exempt from income tax under section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE. There are no CGT consequences resulting from receiving cash PIDs. 12

15 Retirement funds and approved public benefit organisations Retirement funds, comprising approved pension funds, provident funds and retirement annuity funds and approved public benefit organisations are generally exempt from income tax. Thus, no South African tax will be payable by such shareholders on cash PIDs received by them. There are no CGT consequences resulting from receiving cash PIDs Taxation of cash non-pids The statements made in this section relate only to certain limited aspects of the South African taxation treatment of cash non- PIDs paid by the Company. Dividends tax is levied at a rate of 15 per cent on any cash foreign dividend paid by a foreign company in respect of a share listed on the JSE. The payment of cash non-pids are treated for UK tax purposes as the payment of dividends by the Company, and so they will be regarded as foreign dividends for South African tax purposes. Dividends tax will therefore apply to cash non-pids paid by the Company. Unless a shareholder is exempt from dividends tax (see below), the relevant regulated intermediary will therefore be required to deduct 15 per cent tax and pay this to the South African Revenue Service ( SARS ) on the shareholders behalf. Since no withholding tax is suffered in the UK, no rebate can be claimed in terms of section 64N of the Income Tax Act Individuals Cash non-pids will be treated as exempt from income tax in the hands of individual SA shareholders under section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE. Individuals generally do not qualify for any exemption or reduction in the rate of the dividends tax. There are no CGT consequences resulting from receiving cash non-pids Corporate shareholders Cash non-pids will be treated as exempt from income tax in the hands of corporate SA shareholders under section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE. Certain shareholders (such as South African tax resident companies) are exempt from the dividends tax. It is however the responsibility of each shareholder to advise the relevant regulated intermediary of an exemption or reduced rate that applies to it. There are no CGT consequences resulting from receiving cash non-pids Trusts Cash non-pids will be treated as exempt from income tax in the hands of trust SA shareholders under section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE. Trusts generally do not qualify for any exemption or reduction in the rate of the dividends tax. There are no CGT consequences resulting from receiving cash dividends. 13