Redefine Properties Limited
Redefine Properties Limited announces an 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
Redefine Properties Limited / Key word(s): Bond 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 / 29 June 2020 Redefine Properties Limited announces an 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“) hereby announces 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 (as further described under “Offer and Distribution Restrictions“) (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 below). J.P. Morgan Securities plc will act as dealer manager (the “Dealer Manager“) and Lucid Issuer Services Limited will act as tender agent (the “Tender Agent“) in respect of the Offer. In order to participate in the Offer, Eligible Holders must validly tender their Bonds for purchase by delivering, or arranging to have delivered on their behalf, valid Tender Instructions (as defined below) that are received by the Tender Agent, in accordance with the procedures set out below, prior to 5.00 p.m (CET) on 6 July 2020, subject to any extension, waiver, amendment or termination by the Company (the “Offer Deadline“). Details of the Offer
1 In addition to the Purchase Price, the Company will pay the Accrued Interest Amount. The Company invites, upon the terms and subject to the restrictions set out below, all Eligible Holders to submit instructions (“Tender Instructions“) to tender their Bonds for purchase by the Company for cash. Eligible Holders who wish to tender their Bonds and be eligible to receive the Purchase Price (as defined below) must submit their Tender Instructions prior to the Offer Deadline, in accordance with the practices of the relevant Clearing System (“Clearing Systems“). Each Bondholder submitting Tender Instructions will be deemed to have given certain representations and undertakings as set out under “Deemed Representations and Undertakings by Bondholders Submitting Tender Instructions” in Annex 1 to this announcement. Bondholders are requested to read this announcement, including Annex 1 to this announcement, in full before making any decision with respect to the Offer. Bondholders may wish to obtain independent professional advice before making any such decision. Eligible Holders submitting valid Tender Instructions and whose Bonds are accepted for purchase in the Offer will receive on the Settlement Date a cash consideration per €100,000 aggregate principal amount of Bonds (the “Purchase Price“) calculated as follows: €100,000 + Buyback Premium Amount where: “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 Company will announce whether or not it intends to accept valid tenders of the Bonds for purchase on or about 7 July 2020 and settlement is expected to occur on 8 July 2020 (the “Settlement Date“). If the Offer Condition is not satisfied (subject to the Company’s right to waive the Offer Condition), the Offer will be terminated, no Bonds will be accepted for purchase, tendering Bondholders will not receive the Purchase Price in relation to their Bonds and will continue to hold their Bonds in accordance with the existing terms and conditions of the Bonds (the “Conditions of the Bonds“). If the Company decides to accept valid Tender Instructions pursuant to the Offer, it will accept for purchase all of the Bonds to which any such valid Tender Instructions relate, with no scaling. The Company intends to accept Bonds tendered pursuant to the Offer only if it receives valid Tender Instructions relating to an aggregate principal amount of Bonds which, when added to the aggregate principal amount of Bonds previously exchanged, redeemed or purchased and cancelled by the Company is equal to at least 85 per cent. of the principal amount of the Bonds originally issued (the “Offer Condition“) (subject to the Company’s right to waive the Offer Condition, which the Company reserves the right to do at any time in its sole discretion). Holders are advised that if 15 per cent. or fewer of the aggregate principal amount of the Bonds originally issued remain outstanding after the Settlement Date, the Company intends to exercise its redemption right set out in Condition 11(b)(ii)(B) of the Conditions of the Bonds to redeem all (but not some only) of the remaining Bonds outstanding at their principal amount, together with accrued interest to the date of redemption (the “Clean Up Call“). The Company will, as soon as reasonably practicable after the Offer Deadline, announce whether the Offer Condition has been satisfied (or waived by the Company in its sole discretion), and whether the Company intends to exercise the Clean Up Call. Any decision by the Company to redeem the outstanding Bonds will depend on the circumstances existing at the relevant time. No assurance can be given that the 85 per cent. threshold described above will or will not be met pursuant to the Offer; furthermore, although no assurance can be given, in the event such threshold is met, as to whether or when the Company will choose to exercise its option to redeem the Bonds, it is the current intention of the Company to exercise this option if it accepts for purchase pursuant to the Offer all valid tenders of Bonds in the Offer. Bondholders should note that, if the Company becomes entitled to, and decides to, exercise the Clean Up Call under the Conditions of the Bonds, Bondholders who do not participate in the Offer will receive a lower price for their Bonds than they would have received pursuant to the Offer. In addition, during any period when the Company may elect to redeem the Bonds, the market value of those Bonds generally will not rise substantially above the price at which they can be redeemed. Further, it is noted that if the Company accepts for purchase valid tenders of Bonds pursuant to the Offer but does not exercise the Clean Up Call, the trading market for the Bonds that remain outstanding following completion of the Offer may be significantly more limited. Such remaining Bonds may command a lower price than a comparable issue of securities with greater market liquidity. A reduced market value and liquidity may also make the trading price of such remaining Bonds more volatile. In the context of the Offer, the Company has received from certain Bondholders irrevocable commitments to tender for purchase pursuant to the Offer €90.4 million in aggregate principal amount of Bonds (representing c.60.3% of the principal amount of the Bonds originally issued and c.77.1% of the aggregate principal amount of the Bonds currently outstanding). The Company intends to cancel any Bonds purchased pursuant to the Offer and for the pro rata share of the exchange property in respect of such Bonds to be released to the Company in accordance with Condition 3(d)(vi) of Conditions of the Bonds. Rationale for the Offer The Company and its wholly owned subsidiaries Madison Property Fund Managers Proprietary Limited, Madison Property Fund Managers Holdings Proprietary Limited, Redefine Retail Proprietary Limited and Redefine Global Proprietary Limited (collectively the “Redefine Group“) have today concluded an agreement for the disposal of up to 111 883 113 shares in RDI REIT P.L.C. (“RDI“), being its entire shareholding in RDI (the “Share Sale“), representing 29.42% of the RDI shares in issue (the “RDI Shares“) to controlled affiliates of Starwood Capital Group (the “Purchasers“). The Share Sale is conditional on the fulfilment (or waiver) of the Offer Condition. Subject to the fulfilment (or waiver) of the Offer Condition, the Redefine Group will transfer 52 132 195 unencumbered RDI Shares (not held as security for the Bond) plus all RDI Shares released as security for the Bonds repurchased pursuant to the Tender Offer to the Purchasers. The transfer of the balance of the 111 883 113 RDI Shares is conditional upon the exercise by the Company of the Clean-Up Call. Indicative Timetable The following sets out the expected times and dates of the key events relating to the Offer. The times and dates below are indicative only. This timetable is subject to change and the times and dates may (subject to applicable law) be extended, re-opened or amended by the Company, or the Offer terminated, in each case in accordance with the terms of the Offer as described in this announcement. Accordingly, the actual timetable may differ significantly from the timetable below. 29 June 2020 Commencement of the Offer Offer announced through The DGAP Distribution Service of EQS Group AG on the ad-hoc news section of its website (www.dgap.de) (“DGAP“) Notices published through the electronic communication system of Bloomberg and delivered to Clearing Systems 6 July 2020, Offer Deadline On or about Announcement of the Offer Results through DGAP and the 8 July 2020 Expected Settlement Date1 1 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 Bondholders are advised to check with any bank, securities broker or other intermediary (including any person shown in the records of the relevant Clearing System as a holder of the Bonds (a “Direct Participant“)) through which they hold their Bonds as to the deadlines by which such intermediary would require receipt of instructions to participate in, or withdraw their Tender Instructions to participate in, the Offer to meet the deadline set out above. The deadlines set by any such intermediary (including any Direct Participant of a Clearing System) will be earlier than the deadline specified herein. The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for purchase in the Offer (subject to applicable law). Details of any such extension, re-opening, amendment, waiver or termination will be announced as soon as reasonably practicable after the relevant decision is made through DGAP and the electronic communication system of Bloomberg. 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
Offer and Distribution Restrictions This announcement does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this 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 recipient of this announcement is in any doubt as to the contents hereof or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. United States The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States). Accordingly, copies of this announcement and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. This announcement is not an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities in the United States. The Bonds may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended). The purpose of this announcement is limited to the Offer and this announcement may not be sent or given to a person located or resident in the United States. Each Bondholder participating in the Offer will represent that it is not located in the United States and it is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. As used herein and elsewhere in this announcement, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. United Kingdom The communication of this announcement by the Company and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA“). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order“)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, “relevant persons“). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order). Italy None of the announcement or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act“) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Bondholders or beneficial owners of the Bonds that are located in the Republic of Italy may tender their Bonds in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds, the Offer or this announcement. Belgium Neither this announcement nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3, §1, 1 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the “Belgian Takeover Law“) as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. This announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium. France This announcement and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. This announcement and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approval by the Autorité des Marchés Financiers. South Africa THE COMMUNICATION OF THIS ANNOUNCEMENT BY THE COMPANY AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE OFFER SHOULD NOT BE CONSTRUED AS CONSTITUTING ANY FORM OF INVESTMENT ADVICE OR RECOMMENDATION, GUIDANCE OR PROPOSAL OF A FINANCIAL NATURE UNDER THE SOUTH AFRICAN FINANCIAL ADVISORY AND INTERMEDIARY SERVICES ACT, 37 OF 2002 (AS AMENDED OR RE-ENACTED). THE OFFER IS NOT BEING MADE TO AND DOES NOT CONSTITUTE AN “OFFER TO THE PUBLIC” (AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT, NO 71 OF 2008 (THE “SA COMPANIES ACT“) AND IS NOT, NOR IS IT INTENDED TO CONSTITUTE, A “REGISTERED PROSPECTUS” (AS SUCH TERM IS DEFINED IN THE SA COMPANIES ACT) PREPARED AND REGISTERED UNDER THE SA COMPANIES ACT. General Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or a solicitation of an offer to sell Bonds, and tenders of Bonds in the Offer will not be accepted from Bondholders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on behalf of the Company by the Dealer Manager or such affiliate (as the case may be) in such jurisdictions. In addition to the representations referred to above in respect of the United States, each Bondholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Deemed Representations and Undertakings by Bondholders Submitting Tender Instructions“. Any tender of Bonds for purchase pursuant to the Offer from a Bondholder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Offer, whether any such representation given by a Bondholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may not be accepted.
Tender Instructions To tender Bonds for purchase pursuant to the Offer, a Bondholder should deliver, or arrange to have delivered on its behalf, via Euroclear Bank SA/NV or Clearstream Banking, S.A (the “Clearing Systems” and each a “Clearing System“) and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Tender Agent by the Offer Deadline. Tender Instructions must be submitted in respect of a minimum principal amount of Bonds of no less than €100,000, being the minimum denomination of the Bonds. Tender Instructions submitted in denominations other than €100,000 will not be eligible for participation in the Offer. Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in this announcement. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified in this announcement. The tendering of Bonds in the Offer will be deemed to have occurred upon receipt by the Tender Agent via the relevant Clearing System of a valid Tender Instruction in accordance with the requirements of such Clearing System, by the Offer Deadline. The receipt of such Tender Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Bonds in the Bondholder’s Account within the relevant Clearing System so that no transfers may be effected in relation to such Bonds from the date the relevant Tender Instruction is submitted until the earlier of (i) the time of settlement on the Settlement Date and (ii) the date of any termination of the Offer (including where such Bonds are not accepted by the Company for purchase) or on which the Tender Instruction is revoked, in the limited circumstances in which such revocation is permitted. Bondholders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked Bonds at any time after the date of submission of such Tender Instruction, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking such Bonds in the relevant Clearing System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide details concerning such Direct Participant’s identity to the Tender Agent (and for the Tender Agent to provide such details to the Company and the Dealer Manager and to their respective legal advisers). Only Direct Participants may submit Tender Instructions. Each Bondholder that is not a Direct Participant, must arrange for the Direct Participant through which it holds the relevant Bonds to submit a Tender Instruction on its behalf to the relevant Clearing System by the deadlines specified by such Clearing System. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in this announcement. It is a term of the Offer that Tender Instructions are irrevocable except in the limited circumstances described in “Amendment and Termination“. In such circumstances, a Tender Instruction may only be revoked by a Bondholder, or the relevant Direct Participant on its behalf by submitting a valid electronic revocation instruction to the relevant Clearing System. To be valid, such instruction must specify the Bonds to which the original Tender Instruction related, the securities account in which such Bonds are deposited and any other information required by the relevant Clearing System. The Offeror may reject offers of Bonds for sale pursuant to the Offer which it considers, in its sole discretion, not to have been validly made and the Offeror is under no obligation to any relevant Bondholder to furnish any reason or justification for refusing to accept any offer of Bonds for sale. For example, offers of Bonds for sale may be rejected if the Offer is terminated or if the Offer does not comply with the requirements of a particular jurisdiction. A Bondholder or a beneficial owner of the Bonds who is, or who is believed by the Company to be, a Sanctions Restricted Person may not participate in the Offer. The Offer, each Tender Instruction, any purchase of Bonds pursuant to the Offer, any payment of any amounts pursuant to the Offer and any non-contractual obligations arising out of or in in connection with the Offer, shall be governed by, and construed in accordance with, English law. By submitting a Tender Instruction, the relevant Bondholder irrevocably and unconditionally agrees for the benefit of the Company, the Dealer Manager and the Tender Agent that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Offer, each Tender Instruction, any purchase of the Bonds pursuant to the Offer and any payment of any amounts pursuant to the Offer (including any disputes relating to any non-contractual obligations arising out of or in connection with the Offer) and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts. Deemed Representations and Undertakings by Bondholders Submitting Tender Instructions By submitting a valid Tender Instruction to the relevant Clearing System in accordance with the standard procedures of such Clearing System, each Bondholder whose Notes are the subject of such Tender Instruction shall, and any Direct Participant submitting such Tender Instruction on behalf of such Bondholder shall in respect of itself and each such Bondholder, be deemed to agree and acknowledge, represent, warrant and undertake to the Company, the Dealer Manager and the Tender Agent the following at the time of submission of the Tender Instruction, the Offer Deadline and the time of settlement on the Settlement Date (if a Bondholder or the Direct Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Bondholder or Direct Participant should contact the Tender Agent immediately): (a) it has received the announcement, and has reviewed and accepts the terms, conditions and other considerations of the Offer, and the offer and distribution restrictions, all as described in this announcement, and it is assuming all the risks inherent in participating in the Offer and has undertaken an appropriate analysis of the implications of the Offer without reliance on the Company, the Dealer Manager or the Tender Agent; (b) by blocking the relevant Bonds in the relevant Clearing System, it will consent, in the case of a Direct Participant, to have such Clearing System provide details concerning its identity to the Tender Agent (and for the Tender Agent to provide such details to the Company and the Dealer Manager, and their respective legal advisers); (c) upon the terms and subject to the conditions of the Offer, it tenders for purchase in the Offer the principal amount of Bonds blocked, or to be blocked, as the case may be, in its account in the relevant Clearing System and, subject to and effective on the purchase by the Company of the Bonds, it renounces all right, title and interest in and to all such Bonds purchased by or at the direction of the Company pursuant to the Offer and waives and releases any rights or claims it may have against the Company with respect to any such Bonds or the Offer; (d) all authority conferred or agreed to be conferred pursuant to its acknowledgements, agreements, representations, warranties and undertakings, and all of its obligations shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, its death or incapacity; (e) if the Bonds tendered for purchase are accepted by the Company it acknowledges that (i) the Purchase Price and the Accrued Interest Amount will be paid in euro, (ii) such cash amounts will be deposited by or on behalf of the Company with the Clearing Systems on the Settlement Date and (iii) on receipt of such cash amounts, the Clearing Systems will make payments promptly to the accounts in the Clearing Systems of the relevant Direct Participants in accordance with the standard practices of the relevant Clearing System; (f) no information has been provided to it by the Company, the Dealer Manager or the Tender Agent, or any of their respective directors, officers, employees, agents, advisers or affiliates, with regard to the tax consequences for Bondholders arising from the purchase of Bonds by the Company pursuant to the Offer and the receipt by the Bondholder of the Purchase Price and the Accrued Interest Amount, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Offer and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Company, the Dealer Manager or the Tender Agent, or any of their respective directors, officers, employees, agents, advisers or affiliates, or any other person in respect of such taxes and payments; (g) it has had access to such financial and other information concerning the Bonds, and has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers, as it deems necessary or appropriate in order to make an informed decision with respect to its tendering of Bonds for purchase in the Offer; it is not relying on any communication (written or oral) made by any party involved in the Offer or any such party’s affiliates as constituting a recommendation to tender Bonds in the Offer; and it is able to bear the economic risks of participating in the Offer; (h) it agrees to ratify and confirm each and every act or thing that may be done or effected by the Company, any of its directors or any person nominated by the Company in the proper exercise of his or her powers and/or authority hereunder; (i) it agrees to do all such acts and things as shall be necessary and execute any additional documents deemed by the Company to be desirable, in each case to complete the transfer of the relevant Bonds to the Company or its nominee against payment to it of the Purchase Price and the Accrued Interest Amount for such Bonds and/or to perfect any of the authorities expressed to be given hereunder; (j) it has observed the laws of all relevant jurisdictions; obtained all requisite governmental, exchange control or other required consents; complied with all requisite formalities; and paid, or will pay any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any offer or acceptance in any jurisdiction and that it has not taken or omitted to take any action in breach of the terms of the Offer or which will or may result in the Company or any of its subsidiaries, the Dealer Manager, the Tender Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer; (k) it is not an individual or entity (a “Sanctions Restricted Person“): a. that is, or is owned or controlled by a Sanctions Restricted Person that is, described or designated in (a) the most current “specially designated nationals and blocked persons” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) (the “SDN List“) or the foreign sanctions evaders list (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf, the “FSE List“) or (b) the most current “consolidated list of persons, groups and entities subject to EU financial sanctions” under the European Union’s Common Foreign and Security Policy; or b. that is otherwise the subject of any sanctions administered by any Sanctions Authority other than solely by virtue of their inclusion in: (x) the most current “sectoral sanctions identifications” list (which as of the date hereof can be found at: https://www.treasury.gov/resource-center/sanctions/sdnlist/ pages/ssi_list.aspx) (the “SSI List”), (y) Annexes III, IV, V and VI of Council Regulation (EU) No.833/2014, as amended by Council Regulation No. 960/2014 (the “EU Annexes”), or (z) any other list with similar effect to the SSI List or the EU Annexes maintained by a Sanctions Authority. The above representation when given on the Offer Deadline and the Settlement Date shall not apply if and to the extent that it is or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or (ii) any similar blocking or anti-boycott law. For the purpose of this representation “Sanctions Authority” means each of the: i. the Security Council of the United Nations; ii. the respective governmental institutions and agencies of the United States, the United Kingdom, the European Union or a Member State of the European Union including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury; and iii. any other equivalent governmental or regulatory authority, institution or agency which administers sanctions; (l) it is not a person to whom it is unlawful to make an invitation pursuant to the Offer under applicable securities laws, it has not distributed or forwarded this announcement or any other documents or materials relating to the Offer to any other person, including any such person(s) and it has (before submitting or arranging for the submission on its behalf, as the case may be, of the Tender Instruction in respect of the Bonds it is tendering for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Offer; (m) it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or within Article 43 of the Financial Promotion Order or to whom this announcement and any other documents and/or materials relating to the Offer may otherwise lawfully be communicated in accordance with the Financial Promotion Order; (n) either (a) (i) it is the beneficial owner of the Bonds being tendered in the Offer, (ii) it did not receive in the United States a copy of this announcement or any other document or information relating to the Offer and did not send any such document or information into the United States, (iii) it has not used, directly or indirectly, the mails of, or a means of communication or other means or instrumentality of commerce or the facilities of a United States securities exchange in relation to the Offer and (iv) it is located and resident outside the United States and is participating in the Offer from outside the United States or (b) (i) it is acting on behalf of the beneficial owner of the Bonds being tendered in the Offer on a non-discretionary basis and has been duly authorised to so act and (ii) such beneficial owner has confirmed to it and authorised it to represent that such beneficial owner (X) did not receive in the United States a copy of this announcement or any other document or information relating to the Offer and that it did not send any such document or information into the United States, (Y) such beneficial owner has not used, directly or indirectly, the mails of, or a means of communication or other means or instrumentality of commerce or the facilities of a United States securities exchange in relation to the Offer and (Z) such beneficial owner is located and resident outside the United States and is participating in the Offer from outside the United States; (o) it is not located or resident in Italy or, if it is located in Italy, it is an authorised person or is tendering Bonds through an authorised person (such as an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with Italian Legislative Decree No. 58 of 24 February 1998, as amended, Commissione Nazionale per le Società e la Borsa (“CONSOB“) Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority; (p) it is not located or resident in France or, if it is located in France it is a qualified investor as defined in Article 2(e) of Regulation (EU) 2017/1129; (q) it is not located or resident in Belgium or, if it is located or resident in Belgium it is a qualified investor within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets; (r) it has full power and authority to tender the Bonds it has tendered in the Offer, it will not transfer any beneficial interest in any such Bonds to any other person (other than pursuant to the Offer) from the date of submission of the relevant Tender Instruction until the time of settlement on the Settlement Date or termination of the Offer (including where such Securities are not accepted for purchase by the Offeror) or until any revocation of the relevant Tender Instruction (in the limited circumstances in which revocation is permitted) and, if such Bonds are accepted for purchase by the Company pursuant to the Offer, such Bonds will be transferred to, or to the order of, the Company with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached thereto, and it will, upon request, execute and deliver any additional documents and/or do such other things deemed by the Company to be necessary or desirable to complete the transfer and cancellation of such Bonds or to evidence such power and authority; (s) it holds and will hold, until the time of settlement on the Settlement Date, the relevant Bonds blocked in the relevant Clearing System and, in accordance with the requirements of such Clearing System and by the deadline required by such Clearing System, it has submitted, or has caused to be submitted, the Tender Instruction to such Clearing System to authorise the blocking of the tendered Bonds with effect on and from the date of such submission so that, at any time pending the transfer of such Bonds on the relevant Settlement Date to the Company, or to its agent on its behalf, or until any revocation of such Tender Instruction (in the limited circumstances in which revocation is permitted) or termination of the Offer (including where such Securities are not accepted for purchase by the Offeror), no transfers of such Bonds may be effected; (t) it shall indemnify the Company, the Dealer Manager and the Tender Agent against any and all losses, costs, claims, liabilities, expenses, charges, actions and/or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the acknowledgments, representations, warranties and/or undertakings given pursuant to the Offer by it; (u) the terms and conditions of the Offer shall be deemed to be incorporated in, and form a part of, the relevant Tender Instruction which shall be read and construed accordingly, and that the information given by or on behalf of such Bondholder in the relevant Tender Instruction is true, accurate and not misleading and will remain true, accurate and not misleading in all respects at the time of the purchase of the Bonds tendered on the Settlement Date; (v) it accepts the Company is under no obligation to accept tenders of Bonds pursuant to the Offer, and accordingly such tender may be accepted or rejected by the Company in its sole discretion and for any reason; (w) it understands that acceptance by the Company for purchase of Bonds validly tendered pursuant to the Offer will constitute a binding agreement between it and the Company in accordance with, and subject to, the terms of the Offer; (x) (x) it acknowledges that, in the event of a withdrawal or termination of the Offer by the Company, the Tender Instructions with respect to the relevant Bonds will be deemed to be revoked, and the Bonds will be unblocked in the Direct Participant’s Clearing System account; and (y) it acknowledges that the Company, the Dealer Manager and the Tender Agent will rely upon the truth and accuracy of the foregoing acknowledgements, agreements, representations, warranties, undertakings and directions and it shall indemnify the Company, the Dealer Manager and the Tender Agent against all and any losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the acknowledgements, agreements, representations, warranties, undertakings and/or directions given in connection with the Offer. The receipt of a Tender Instruction by the relevant Clearing System will constitute instructions to debit the securities account of the relevant Direct Participant on the Settlement Date in respect of all of the Bonds the relevant Bondholder has validly tendered in the Offer, upon receipt by such Clearing System of an instruction from the Tender Agent for such Bonds to be transferred to the specified account of the Company or its agent on its behalf and against payment by the Company of the Purchase Price and the Accrued Interest Amount for such Bonds, subject to the automatic revocation of those instructions on the date of any termination of the Offer (including where such Bonds are not accepted for purchase by the Company) or on the valid revocation of such Tender Instruction, in the limited circumstances in which such revocation is permitted as described in “Amendment and Termination – Revocation Rights“, and subject to acceptance of the Offer by the Offeror and all other conditions of the Offer. AMENDMENT AND TERMINATION Amendment and Termination Notwithstanding any other provision of the Offer, the Company may, subject to applicable laws, at its option and in its sole discretion, at any time before any unconditional acceptance by it of Bonds tendered for purchase in the Offer: (a) extend the Offer Deadline for, or re-open, the Offer (in which case all references in this announcement to “Offer Deadline” shall, unless the context otherwise requires, be to the latest time and date to which the Offer Deadline has been so extended or the Offer re-opened); (b) otherwise extend, re-open or amend the Offer in any respect (including, but not limited to, any increase, decrease, extension, re opening or amendment, as applicable, in relation to the Purchase Price, Offer Deadline and/or Settlement Date); (c) delay the acceptance of Tender Instructions or purchase of Bonds validly tendered in the Offer until satisfaction or waiver of the conditions to the Offer, even if the Offer has expired; or (d) terminate the Offer, including with respect to Tender Instructions submitted before the time of such termination. The Company also reserves the right at any time to waive any or all of the conditions of the Offer as set out in this announcement. The Company will ensure Bondholders are notified of any such extension, re-opening, amendment or termination as soon as is reasonably practicable after the relevant decision is made through DGAP and the electronic communication system of Bloomberg. To the extent a decision is made to waive any condition of the Offer generally, as opposed to in respect of certain tenders of Bonds only, such decision will also be announced as soon as is reasonably practicable thereafter through DGAP and the electronic communication system of Bloomberg. At any time before the later of acceptance of the Bonds, the Company may, in its sole discretion, terminate the Offer, including with respect to Tender Instructions submitted before the time of such termination, by giving notice of through DGAP and the electronic communication system of Bloomberg. Revocation Rights If the Company amends the Offer in any way that, in the Company’s opinion (in consultation with the Dealer Manager), is materially prejudicial to Bondholders that have already submitted Tender Instructions before the announcement of such amendment (which announcement shall include a statement that, in the Company’s opinion, such amendment is materially prejudicial to the interests of such Bondholders and shall notify Bondholders of the revocation right described below), then such Tender Instructions may be revoked at any time from the date and time of such announcement until 4.00 p.m. (CET) on the second Business Day following such announcement (subject to the earlier deadlines required by the Clearing Systems and any intermediary through which Bondholders hold their Bonds). For the avoidance of doubt, any extension or re-opening of the Offer (including any amendment in relation to the Offer Deadline and/or Settlement Date) in accordance with the terms of the Offer as described in this section “Amendment and Termination” (provided that, in the case of any extension of the Offer, the settlement of the Offer as so extended or re-opened will be completed by the Company by no later than the day falling ten Business Days after the originally scheduled Settlement Date) shall not be considered materially prejudicial to the interests of Bondholders that have submitted Tender Instructions before the announcement of such amendment or decision. Bondholders wishing to exercise any right of revocation as set out above should do so in accordance with the procedures set out in “Tender Instructions” above. Beneficial owners of Bonds that are held through an intermediary are advised to check with such entity when it needs to receive instructions to revoke a Tender Instruction in order to meet the above deadline. For the avoidance of doubt, any Bondholder who does not exercise any such right of revocation in the circumstances and in the manner specified above, shall be deemed to have waived such right of revocation and its original Tender Instruction will remain effective. Effect of Amendment Any Tender Instruction submitted prior to an amendment to the terms of the Offer which is either not materially prejudicial to Bondholders that have already submitted Tender Instructions for the Offer or in relation to which the relevant Bondholder does not exercise any available right of revocation as described under the heading “-Revocation Rights” above, will continue to be valid and binding following any amendment to the Offer (and any such Tender Instruction shall be deemed to have been made on the terms of the Offer as so amended, and any purchase in respect of Bonds which are the subject of such Tender Instruction shall be deemed to have been entered into on the terms of the amended Offer).
29-Jun-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | Redefine Properties Limited |
19 Biermann Avenue | |
2196 Johannesburg | |
South Africa | |
Phone: | +27 11 283 0000 |
E-mail: | Investorenquiries@redefine.co.za |
Internet: | www.redefine.co.za |
ISIN: | XS1488485720 |
WKN: | A1850Q |
Listed: | Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart, Tradegate Exchange |
EQS News ID: | 1081115 |
End of Announcement | DGAP News Service |