TIDMRDF TIDMWICH
RNS Number : 0504M
Redefine International PLC
09 August 2011
Redefine International plc
(the "Company" or "Redefine")
Cancellation of Admission to trading on AIM
Further to the Recommended Offer notification made on 13 July
2011 (the "Offer"), Redefine hereby gives notice of the intended
cancellation of admission to trading of the Company's ordinary
shares on AIM. Cancellation is subject to the Offer being declared
unconditional in all respects, which is expected to occur on 22
August 2011. If the Offer is declared unconditional in all respects
on such date, cancellation will become effective at 8.00 a.m. on 8
September 2011, with the last day of trading of Redefine's shares
on AIM being on 7 September 2011. Upon the Offer being declared
wholly unconditional, Redefine will become a subsidiary of Wichford
P.L.C. ("Wichford" or "Enlarged Group").
A compulsory acquisition of all Redefine shares not otherwise
acquired by Wichford by 22 August 2011 under the Offer is intended
to commence after 23 August 2011, such that non-accepting minority
shareholders will be compelled under Jersey law to sell their
shares to Wichford ("Compulsory Acquisition"). At which point,
Redefine would then become a wholly owned subsidiary of
Wichford.
Once the admission of Redefine on AIM has been cancelled there
will be no liquid market for any issued Redefine shares not then
owned by Wichford, and such shares would be subject to the
Compulsory Acquisition procedures pursuant to Jersey law.
It is expected that admission of the Enlarged Group to the
Official List within the Premium Segment, closed ended investment
funds category will become effective, and trading in the Wichford
ordinary shares of 7.2 pence each will commence on the Main Market
for listed securities of the London Stock Exchange, at 08:00 on 23
August 2011. The TIDM for the Enlarged Group will be RDI, the ISIN
will be IM00B4JZYL28, and the SEDOL will be B4JZYL2. The Enlarged
Group will seek to change its name with the Isle of Man Registry on
8 September 2011 to Redefine International P.L.C., (as previously
authorised to do so at the Wichford EGM held on 4 August 2011),
following the cancellation of Redefine's admission on AIM.
Enquiries
============================= =================================
Redefine Wichford
============================= =================================
Gavin Tipper, Chairman Philippe de Nicolay, Chairman
============================= =================================
Tel : +27 (0) 21 683 3829 Tel: +55 (11)9636 7979
============================= =================================
Nominated Adviser and Broker Wichford Property Management Ltd
to
============================= =================================
Redefine Stephen Oakenfull
============================= =================================
Singer Capital Markets Ltd Tel: +44 (0) 20 7811 0100
============================= =================================
Jeff Keating Philip Cooper
============================= =================================
Tel: +44 (0) 203 205 7500 Tel: +44 (0)20 7355 7020
============================= =================================
Citigate Dewe Rogerson
============================= =================================
Toby Mountford, Ginny Pulbrook,
Kate Lehane
============================= =================================
Tel: +44 ( 0)20 7638 9571
============================= =================================
IMPORTANT NOTICES
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Forward Looking Statements
This announcement contains 'forward-looking statements'
concerning Wichford and Redefine that are subject to risks and
uncertainties. Generally, the words 'will', 'may', 'should',
'continue', 'believes', 'targets', 'plans', 'expects', 'aims',
'intends', 'anticipates' or similar expressions or negatives
thereof identify forward-looking statements. Forward looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Wichford's or Redefine's
operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on Wichford's or
Redefine's business.
These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond Wichford's and
Redefine's ability to control or estimate precisely, such as future
market conditions, changes in regulatory environment and the
behaviour of other market participants. Neither Wichford nor
Redefine can give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the Announcement Date. Neither Wichford nor
Redefine undertakes any obligation to update or revise publicly any
of the forward-looking statements set out herein, whether as a
result of new information, future events or otherwise, except to
the extent legally required. Forward looking statements may, and
often do, differ materially from results.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Wichford, Redefine or any other person following the implementation
of the Offer or otherwise.
In accordance with Rule 19.1 of the City Code, a copy of this
announcement will be available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, for
inspection on Wichford's website at www.wichford.com and on
Redefine's website at www.redefineinternational.je on 9 August
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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