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Declaration of a cash dividend with the election to reinvest the cash dividend in return for Redefine shares
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
("Redefine" or the "company")
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT (AS DEFINED BELOW)). THE DISTRIBUTION OF THIS
ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER
INFORMATION REFERRED TO HEREIN COMES, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
DECLARATION OF A CASH DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN FOR REDEFINE SHARES
Shareholders are referred to Redefine's condensed consolidated results for the six months ended 28 February 2018,
published on SENS on 7 May 2018, wherein shareholders were advised that Redefine has declared an interim cash
dividend of 47.30 cents per share, for the six months ended 28 February 2018, from the company's distributable
income (the "cash dividend") and that shareholders will be entitled, in respect of all or part of their shareholdings, to
elect to reinvest the cash dividend in return for Redefine shares (the "share reinvestment alternative"), failing which
they will receive the cash dividend of 47.30 cents per share that will be paid to those shareholders not electing to
participate in the share reinvestment alternative.
A circular providing further information in respect of the cash dividend and share reinvestment alternative will be sent
to Redefine shareholders on 8 May 2018.
Shareholders who have dematerialised their shares through a Central Securities Depository Participant ("CSDP") or
broker should instruct their CSDP or broker with regard to their election, in accordance with the terms of the custody
agreement entered into between them and their CSDP or broker.
SALIENT DATES AND TIMES 2018
Circular and form of election sent to shareholders and announced on SENS Tuesday, 8 May
Finalisation information including the share ratio and re-investment price per share
published on SENS Tuesday, 15 May
Last day to trade in order to participate in the election to receive shares in terms of the
share re-investment alternative or to receive a cash dividend ("LDT") Tuesday, 22 May
Shares trade ex-dividend Wednesday, 23 May
Listing of maximum possible number of shares under the share re-investment
alternative Friday, 25 May
Last day to elect to receive shares in terms of the share re-investment alternative or to
receive a cash dividend (no late forms of election will be accepted) at 12:00 (SA time) Friday, 25 May
Record date for the election to receive shares in terms of the share re-investment
alternative or to receive a cash dividend ("record date") Friday, 25 May
Announcement of results of cash dividend and share re-investment alternative released
on SENS Monday, 28 May
Cash dividend paid to certificated shareholders on or about Monday, 28 May
Accounts credited by CSDP or broker to dematerialised shareholders with the cash
dividend payment Monday, 28 May
Share certificates posted to certificated shareholders on or about Wednesday, 30 May
Accounts updated with the new shares (if applicable) by CSDP or broker to
dematerialised shareholders Wednesday, 30 May
Adjustment to shares listed on or about Friday, 1 June
Notes:
1. Shareholders electing the share re-investment alternative are alerted to the fact that the new shares will be
listed on LDT + 3 and that these new shares can only be traded on LDT + 3, due to the fact that settlement of
the shares will be three days after the record date, which differs from the conventional one day after record
date settlement process.
2. Shares may not be dematerialised or rematerialized between Wednesday, 23 May 2018 and Friday, 25 May 2018,
both days inclusive.
3. The above dates and times are subject to change. Any changes will be released on SENS.
Shareholders are advised that in electing to participate in the share re-investment alternative, pre-taxation funds are
utilised for the purposes and that taxation will be due on the total cash dividend amount of 47.30 cents per share.
This cash dividend or the share re-investment alternative may have tax implications for resident as well as non-
resident shareholders. Shareholders are therefore encouraged to consult their professional advisors should they be in
any doubt as to the appropriate action to take.
FRACTIONS
Trading in the Strate environment does not permit fractions and fractional entitlements. Where a shareholder's
entitlement to the shares in relation to the share re-investment alternative gives rise to an entitlement to a fraction
of a new share, such fraction will be rounded down to the nearest whole number with the cash balance of the dividend
being retained by the shareholders.
FOREIGN SHAREHOLDERS
The release, publication or distribution of this announcement and the circular and/or accompanying documents and the
right to elect shares pursuant to the share re-investment alternative in jurisdictions other than the Republic of South
Africa may be restricted or affected by the laws of such jurisdictions, and a failure to comply with any of those
restrictions may constitute a violation of the securities laws of any such jurisdictions. The shares issued pursuant to the
share re-investment plan have not been and will not be registered for the purposes of the election under the securities
laws of the United States, Australia, Canada, countries in the European Economic Area, Japan and Hong Kong and
accordingly are not being offered, sold, taken up, re-sold or delivered directly or indirectly to recipients with
registered addresses in such jurisdictions unless certain exemptions from the requirements of those jurisdictions are
applicable.
United States of America
The shares issued pursuant to the share re-investment alternative have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state and other
securities laws of the United States. There will be no public offer of the shares issued pursuant to the share re-
investment plan in the United States.
In addition, the company has not been and will not be registered under the U.S. Investment Company Act of 1940, as
amended (the "Investment Company Act"), and related rules. The shares are being offered and sold in offshore
transactions in compliance with Regulation S of the U.S. Securities Act ("Regulation S"). In the United States, only
persons that are both "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) ("QIBs")
and "qualified purchasers" (as defined under the Investment Company Act) ("QPs"), may elect the share re-
investment alternative pursuant to exemptions from the registration requirements of the U.S. Securities Act. Any
person in the United States acquiring shares issued pursuant to the share re-investment alternative must execute and
deliver to the company an investor letter satisfactory to the company to the effect that such person and any account for
which it is acquiring the shares is a QIB and a QP and satisfies certain other requirements. The investor letter may be
requested or obtained from Redefine. Subject to certain exceptions, this announcement and any other materials
relating to the share re-investment alternative may not be sent to any shareholder in, or with a registered address in,
the United States.
If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, legal advisor, accountant
or other professional advisor.
Disclaimer
This announcement does not constitute or form part of an offer to sell securities, or the solicitation of any offer to buy
or subscribe for any securities, to or from any person in the United States (or to, or for the account or benefit of, any
such person or any U.S. person, as defined in Regulation S under the U.S. Securities Act) or in any other jurisdiction
in which, or to or from any other person to or from whom, such offer or solicitation is unlawful. The securities
referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not
be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration with the
United States Securities and Exchange Commission or an exemption from registration. There will be no public offer
of the securities in the United States.
7 May 2018
Corporate advisor and sponsor
Java Capital
Date: 07/05/2018 07:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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