DGAP-Ad-hoc: Redefine Properties Limited / Key word(s): Miscellaneous Redefine Properties Limited announces the results of its invitation to holders of its outstanding €150,000,000 1.50 per cent. Secured Exchangeable Bonds due 2021 (ISIN XS1488485720) exchangeable into shares of RDI REIT P.L.C. to tender their bonds for purchase 07-Jul-2020 / 07:05 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
Johannesburg / 7 July 2020
Redefine Properties Limited announces the results of its invitation to holders of its outstanding €150,000,000 1.50 per cent. Secured Exchangeable Bonds due 2021 (ISIN XS1488485720) exchangeable into shares of RDI REIT P.L.C. to tender their bonds for purchase
Following the approval of its Board of Directors on 29 June 2020, Redefine Properties Limited (the "Company") announced an invitation (the "Offer") to holders (the "Bondholders") of its outstanding €150,000,000 1.50 per cent. Secured Exchangeable Bonds due 2021 (ISIN XS1488485720) exchangeable into the shares of RDI REIT P.L.C. (the "Bonds") that are not located or resident in the United States and to whom the Offer may otherwise be lawfully made (each an "Eligible Holder") to tender any and all of their Bonds for purchase by the Company for cash, subject to the satisfaction (or waiver) of the Offer Condition (as defined in the launch announcement of the Offer on 29 June 2020 (the "Launch Announcement").
J.P. Morgan Securities plc acted as dealer manager (the "Dealer Manager") and Lucid Issuer Services Limited acted as tender agent (the "Tender Agent") in respect of the Offer.
Details of the Offer
1 In addition to the Purchase Price, the Company will pay the Accrued Interest Amount.
The Offer expired on 6 July 2020 at 5pm CET (the "Offer Deadline"). As at the Offer Deadline, €117,200,000 in aggregate principal amount of the Bonds (representing c.78.1% of the aggregate principal amount of the Bonds originally issued and 100% of the aggregate principal amount of the Bonds currently outstanding) had been validly tendered for purchase pursuant to the Offer. The Company confirms that it will accept for purchase all Bonds validly tendered pursuant to the Offer.
On the Settlement Date (as defined below), the Company will pay to Eligible Holders who submitted valid tender instructions and whose Bonds are accepted for purchase pursuant to the Offer a cash consideration per €100,000 aggregate principal amount of Bonds (the "Purchase Price") calculated as follows:
€100,000 + Buyback Premium Amount
"Buyback Premium Amount" means €1,000.
In addition, the Company will pay an amount equal to accrued but unpaid interest on the Bonds (rounded down to the nearest €0.01) purchased in the Offer from (and including) 16 March 2020 to (but excluding) the Settlement Date (the "Accrued Interest Amount"), which on the basis of the expected Settlement Date will amount to €464.67 per €100,000 aggregate principal amount of Bonds.
All payments by or on behalf of the Offeror pursuant to and in connection with the Offer will be made free and clear of, and without withholding of or deduction for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any authority having power to tax, unless such withholding or deduction is required by law. If any such withholding or deduction is so required, none of the Offeror, the Tender Agent or the Dealer Manager shall be obliged to pay any additional amounts in respect of such withholding or deduction.
The settlement is expected to occur on 8 July 2020 (the "Settlement Date"). In case the settlement date is delayed beyond the expected Settlement Date, the Accrued Interest Amount will be increased by an amount equal to the interest accrued on the Bonds for the period between the expected Settlement Date and such settlement date.
The Company intends to cancel all Bonds purchased pursuant to the Offer and for the exchange property in respect of such Bonds to be released to the Company in accordance with Condition 3(d)(vi) of the terms and conditions of the Bonds.
Information on Dealer Manager
The Dealer Manager and its respective affiliates have provided, from time to time, and in the future may provide, certain commercial banking, investment banking and financial advisory services to the Company and its affiliates, for which they have received, and in the future will receive, customary fees. In the future, they may also provide investment banking and financial advisory services to the Company and its affiliates for customary fees. At any given time, the Dealer Manager may trade Bonds or other securities of the Company for its own account or for the accounts of customers, and, accordingly, may hold a long or short position in the Bonds or other securities of the Company, and may tender securities as part of the Offer.
Regulatory Information This announcement is released by Redefine Properties Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to Redefine Properties Limited as issuer of the Bonds as described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Andrew Joseph Konig, Chief Executive Officer. Requests for information in relation to the Offer may be directed to:
Requests for information in relation to the procedures for the Offer should be directed to:
DISCLAIMER This announcement must be read in conjunction with the Launch Announcement. No offer or invitation to participate in the Offer is being made pursuant to this announcement. The distribution of this announcement and the Launch Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Launch Announcement comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. If any Bondholder is in any doubt as to the content of this announcement or the Launch Announcement or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
07-Jul-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
|Company:||Redefine Properties Limited|
|19 Biermann Avenue|
|Phone:||+27 11 283 0000|
|Listed:||Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1087485|
|End of Announcement||DGAP News Service|
1087485 07-Jul-2020 CET/CEST