Offer by Wichford P.L.C. (3274K)

TIDMWICH TIDMRDF

RNS Number : 3274K

Wichford plc

13 July 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

13 July 2011

PART I

Recommended Offer

Wichford P.L.C.

for

Redefine International plc

Summary

-- The boards of Wichford P.L.C. ("Wichford") and Redefine International plc ("Redefine") are pleased to announce that they have reached agreement on the terms of a recommended all share offer to be made by Wichford for the entire issued and to be issued ordinary share capital of Redefine.

-- The Offer, which will be subject to the Conditions and further terms set out below and in Appendix I to this announcement, and to be set out in the Offer Documentation also issued today, is being made on the following basis:

Redefine Shareholders will be entitled to receive:

for each Redefine Share: 7.2 New Wichford Shares

-- Based on approximately 6.4 pence being the closing price of Existing Wichford Shares on 11 July 2011, the Offer values each Redefine Share at 46.2 pence and values Redefine's fully diluted share capital at approximately GBP208.7 million (as at 11 July 2011 being the last practicable Business Day prior to the Announcement Date).

-- Following completion of the Merger, and the cancellation of Redefine's existing shareholding of 230,772,000 Existing Wichford Shares and based on the undiluted issued share capital on 11 July 2011, being the last practicable date prior to the publication of this announcement:

-- existing Redefine Shareholders would hold approximately 79.7 per cent. of the issued shares of the Enlarged Group;

-- existing Wichford Shareholders (other than Redefine as a Shareholder) would hold approximately 20.3 per cent. of the issued shares of the Enlarged Group; and

-- Redefine Properties International (which is listed on the JSE) would become the majority Shareholder in the Enlarged Group with a shareholding of approximately 65.6 per cent.

-- The boards of Wichford and Redefine believe that the Merger substantially enhances the strategic position of both Wichford and Redefine through the creation of a stronger, mid tier UK property company, listed on the Main Market of the London Stock Exchange and focused on providing an attractive, sustainable and growing income stream for investors (before including the effect of any future Capital Raising, which may be dilutive to non-participating shareholders and dilutive to income).

-- The combination of Redefine's and Wichford's businesses will create a well-diversified, income-producing investment property portfolio with a balanced capital structure benefiting from a significant capital commitment from the Enlarged Group's largest Shareholder.

-- The Enlarged Group is expected, in due course, to seek to raise equity capital on a fully pre-emptive basis to improve the gearing of the Enlarged Group and to assist, inter alia, with the refinancing of Wichford's existing debt maturities in October 2012. The board of the Enlarged Group will decide the terms of any Capital Raising at the appropriate time, taking into account the interests of the Shareholders in the Enlarged Group as a whole. It is currently expected that the preferred route for a Capital Raising would involve a fully pre-emptive equity capital raising at a tight discount to the prevailing mid-market share price of an issued Wichford Share on the last trading day before the implementation of a Capital Raising.

-- As part of the terms of the Merger, Redefine Properties, the largest shareholder of Redefine Properties International, has agreed to guarantee Redefine Properties International's commitment to subscribe its pro rata share of any pre-emptive issue of new equity in the Enlarged Group of up to GBP100 million of gross proceeds, in the period up to the end of October 2012.

-- Irrevocable undertakings to accept the Offer have been received from Redefine Shareholders in respect of, in aggregate, 405,379,065 Redefine Shares, representing approximately 89.6 per cent. of the entire issued share capital of Redefine. The undertaking given by Redefine Properties International which represents 82.3 per cent. of the entire issued share capital of Redefine is conditional upon the approval of its unitholders in its general meeting.

-- The Redefine Shareholders giving the irrevocable undertakings have undertaken not to dispose of their Redefine Shares prior to completion of the Merger.

-- Redefine has given an irrevocable undertaking in respect of 230,772,000 Wichford Shares (representing approximately 21.7 per cent. of the issued share capital of Wichford) to vote in favour of those resolutions upon which it is entitled to vote at the EGM of Wichford in connection with the Offer.

-- The Redefine Directors, who have been so advised by Deutsche Bank, consider the terms of the Offer to be fair and reasonable. In providing advice to the Redefine Directors, Deutsche Bank has taken into account the commercial assessments of the Redefine Directors.

-- Accordingly, the Redefine Directors have unanimously recommended that Redefine Shareholders accept the Offer, as they have irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings and those of their associated interests, which amount to 3,160,773. Redefine Shares, representing, approximately, 0.7 per cent of the existing issued ordinary share capital of Redefine.

-- The Offer Documentation and Combined Circular and Prospectus will be published and posted later today.

Commenting on the Offer, Gavin Tipper, Chairman of Redefine said:

"We are pleased to announce the planned combination with Wichford which we are recommending to our shareholders. The Merger is consistent with our ongoing strategy to build a larger, more liquid company focused on diversified, income producing investment properties. We believe that the Enlarged Company will be well placed to deliver attractive cash returns for investors and growth over the long term."

Commenting on the Offer, Philippe de Nicolay, Chairman of Wichford said:

"We are pleased with the announcement today, that we have reached agreement with the Redefine Directors on the terms of the recommended all share offer for Redefine. The Offer combines two businesses with a strong strategic alignment and creates an enlarged, income-focused property company with a diversified investment property portfolio and which is supported by our major shareholder of substantial scale. Furthermore, it will provide a substantial de-risking of the Wichford October 2012 debt maturities through securing a significant capital commitment from this shareholder."

This summary should be read in conjunction with the full text of the attached announcement (including its appendices).

 
 Enquiries 
 
 Wichford                                Redefine 
 Philippe de Nicolay, Chairman           Gavin Tipper, Chairman 
 Tel: +55 (11) 9636 7979                 Tel: +27 (0) 21 683 3829 
 Rothschild                              Deutsche Bank (Financial Adviser and 
  (Financial Adviser to Wichford)        Corporate Broker to Redefine) 
 Duncan Wilmer, Indy Flore               Omar Faruqui, Ben Lawrence 
 Tel: +44 (0) 20 7280 5000               Tel: +44 (0) 20 7545 8000 
 Evolution Securities                    Singer Capital 
  (Joint Corporate Broker to Wichford)    (Nominated Adviser to Redefine) 
 Chris Sim, Jeremy Ellis                 Jeff Keating 
 Tel: +44 (0) 20 7071 4300               Tel: +44 (0) 20 3205 7500 
 Peel Hunt 
  (Joint Corporate Broker to Wichford) 
 Capel Irwin, Matthew Armitt, Hugh 
 Preston 
 Tel: +44 (0) 20 7418 8900 
 Citigate Dewe Rogerson (Public 
 Relations Adviser to Wichford) 
 Toby Mountford, Ginny Pulbrook, Kate 
 Lehane 
 Tel: +44 (0) 20 7638 9571

IMPORTANT NOTICES

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase any securities. The full terms and conditions of the Offer will be set out in the Offer Documentation. In deciding whether or not to accept the Offer, Redefine Shareholders must rely solely on the terms and conditions of the Offer and the information contained, and the procedures described, in the Offer Documentation.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by The Financial Services Authority is acting exclusively for Wichford and no-one else in connection with the Offer and accordingly will not be responsible to anyone other than Wichford for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the matters described in this announcement.

Evolution Securities Limited ("Evolution"), which is authorised and regulated in the United Kingdom by The Financial Services Authority is acting exclusively for Wichford and no-one else in connection with the Offer and accordingly will not be responsible to anyone other than Wichford for providing the protections afforded to clients of Evolution nor for providing advice in relation to the matters described in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by The Financial Services Authority is acting exclusively for Wichford and no-one else in connection with the Offer and accordingly will not be responsible to anyone other than Wichford for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the matters described in this announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation in the United Kingdom by theFinancial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Redefine and no one else in connection with the Offer and will not be responsible to anyone other than Redefine for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in relation to any matter referred to herein.

Singer Capital Markets ("Singer"), which is authorised and regulated in the United Kingdom by The Financial Services Authority is acting exclusively for Redefine and no-one else in connection with the Offer and accordingly will not be responsible to anyone other than Redefine for providing the protections afforded to clients of Singer nor for providing advice in relation to the matters described in this announcement.

The Wichford Directors accept responsibility for the information contained in this announcement other than the information relating to the Redefine Group, the Redefine Directors, their immediate families and related trusts and companies. To the best of the knowledge and belief of the directors of Wichford (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

The Redefine Directors accept responsibility for the information contained in this announcement relating to Redefine, the Redefine Directors, their immediate families and related trusts and companies. To the best of the knowledge and belief of the Redefine Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.

Shareholders of Wichford and Redefine are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposals of the Offer will be made solely through the Offer Documentation, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the proposals should be made only on the basis of the information in the Offer Documentation and the Combined Circular and Prospectus. Copies of the Offer Documentation and the Combined Circular and Prospectus will, from the date of posting to Redefine Shareholders or Wichford Shareholders (as appropriate), be available for inspection at the offices of SJ Berwin at 10 Queen Street Place, London EC4R 1BE during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

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.

Overseas Jurisdictions

The Offer will not be made, in or into, and will not be capable of acceptance in or from Canada, Australia or Japan. In addition the Offer is not being made, directly or indirectly, in or into, or by use of the mails or by any means or instrumentality (including, without limitation, telephone, fax, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facilities of a securities exchange of the United States and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, copies of this Offer Documentation and any other related document are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document or any accompanying documents in or into the United States, Canada, Australia or Japan.

The New Wichford Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Wichford Shares, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence under US law. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Wichford Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the New Wichford Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction, or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

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 13 July 2011.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

13 July 2011

PART II

Recommended Offer

Wichford P.L.C

for

Redefine International plc

1. Introduction

On 23 March 2011, following completion of the strategic review by Wichford announced on 15 November 2010, the Boards of Wichford P.L.C ("Wichford") and Redefine International plc ("Redefine") announced that that they had reached an in principle understanding regarding a potential combination of the two companies, to be achieved pursuant to an offer, which would include a significant capital commitment by the largest shareholder of the Enlarged Group.

The boards of Wichford and Redefine are pleased to announce that they have reached agreement on the terms of a recommended all share offer to be made by Wichford for the entire issued and to be issued ordinary share capital of Redefine.

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I and to be set out in the Offer Documentation, Redefine Shareholders will be entitled to receive:

for each Redefine Share: 7.2 New Wichford Shares

Based on approximately 6.4 pence being the closing price of Wichford Shares on 11 July 2011, the Offer values each Redefine Share at 46.2 pence and values Redefine's fully diluted share capital at approximately GBP208.7 million (as at 11 July 2011 being the last practicable date prior to the Announcement Date).

This implied Offer price of 46.2 pence per Redefine Share represents a discount of approximately:

-- 16.1 per cent. to the closing price of 55.0 pence per Redefine Share on 11 July 2011, being the last practicable date prior to the publication of this announcement;

-- 16.1 per cent. to the closing price of 55.0 pence per Redefine Share on 12 November 2010, the last Business Day prior to the commencement of the Offer Period and the date the Boards of Wichford and Redefine announced that they were in talks about a potential combination of the two companies;

-- 17.0 per cent. to the average closing price of approximately 55.6 pence per Redefine Share for the one month period to 12 November 2010.

Based on 55.0 pence being the closing price of Redefine Shares on 11 July 2011, the offer values each Existing Wichford Share at 7.6 pence and values Wichford's fully diluted share capital at approximately GBP81.1 million (as at 11 July 2011 being the last practicable date prior to the Announcement Date).

This implied Offer price of 7.6 pence per Existing Wichford Share represents a premium of approximately:

-- 19.2 per cent. to the closing price of 6.4 pence per Existing Wichford Share on 11 July 2011, being the last practicable date prior to the Announcement Date;

-- 2.7 per cent. to the closing price of approximately 7.4 pence per Existing Wichford Share on 12 November 2010, the last Business Day prior to the commencement of the Offer Period and the date the Boards of Wichford and Redefine announced that they were in talks about a potential combination of the two companies;

-- 6.8 per cent. to the average closing price of approximately 7.2 pence per Existing Wichford Share for the one month period to 12 November 2010;

-- 47.8 per cent. to the NAV of 5.17 pence per Existing Wichford Share, being the last reported NAV prior to the Announcement Date;

-- 5.2 per cent. to the EPRA NAV of 7.26 pence per Existing Wichford Share, being the last reported EPRA NAV prior to the Announcement Date.

Redefine Shareholders should note that there is no cash alternative and the value of the Offer (if it becomes or is declared unconditional in all respects) will depend on the market value of the New Wichford Shares received by them on the date of Admission, and this value may vary.

Redefine Shares will be acquired under the Offer free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever together with all rights attaching to them including the right to receive and retain all dividends and distributions (if any), declared, made or paid after the Announcement Date.

3. Pro forma Ownership

Following completion of the Merger, and the cancellation of Redefine's existing shareholding of 230,772,000 Existing Wichford Shares and based on the undiluted issued share capital on 11 July 2011, being the last practicable date prior to the publication of this announcement:

-- existing Redefine Shareholders would hold approximately 79.7 per cent. of the issued shares of the Enlarged Group;

-- existing Wichford Shareholders (other than Redefine as a Shareholder) would hold approximately 20.3 per cent. of the issued shares of the Enlarged Group; and

-- Redefine Properties International (which is listed on the JSE) would become the majority Shareholder in the Enlarged Group with a shareholding of approximately 65.6 per cent. Redefine Properties International is approximately 54.1 per cent. owned by Redefine Properties and has a market capitalisation of R21.7 billion (approximately GBP2.0 billion) on 11 July 2011, being the last practicable day prior to the publication of this announcement.

4. Background to and reasons for the Offer

The Board of Wichford announced on 15 November 2010 that it would be conducting a strategic review of Wichford's options. Completion of the strategic review was announced on 23 March 2011. The review of options covered, inter alia, a liquidation strategy, de-leveraging through asset sales, a fundamental change in the management and structural arrangements of Wichford, an equity issuance to assist with the refinancing of the Delta and Gamma facilities which mature in October 2012, a CMBS restructuring facilitated through the servicer of the Windermere CMBS conduits, and a Merger with Redefine coupled with a capital raising.

Although each of these strategies individually may have merit, the Board of Wichford considers that the combination between Redefine and Wichford will provide a stronger basis from which to address Wichford's refinancing strategy, as well as a supportive and well-capitalised major shareholder to facilitate the capital raising that may be required.

5. Background to and reasons for the recommendation

The Redefine Directors believe that the Merger substantially enhances the strategic position of both Redefine and Wichford through the creation of a stronger, mid tier UK property company, listed on the Main Market of the London Stock Exchange and focused on providing an attractive, sustainable and growing income stream for investors (before including the effect of any future Capital Raising which may be dilutive to non-participating shareholders and dilutive to income).

The Merger is consistent with Redefine's strategy to build a large, more liquid company focused on diversified, income producing investment properties. The Redefine Directors believe that the Enlarged Company will be well placed to deliver attractive cash returns for investors and growth over the long term.

The Enlarged Group will own a property portfolio well diversified by sector and geography, and will include office properties, shopping centres and hotels.

The Enlarged Group's UK office assets have defensive characteristics, benefiting from long term, inflation linked leases and are currently strongly cash generative. The UK shopping centres owned by the Enlarged Group are occupied by high quality tenants, including retailers such as Debenhams, Marks & Spencer, H&M and Next, with each centre able to operate as a stand-alone business. Further, the hotel portfolio generates attractive margins, has high occupancy rates and benefits from limited maintenance or capital expenditure requirements. Similarly, the commercial properties owned by the Enlarged Group in Europe benefit from stable income streams, again with long dated, typically index-linked leases with tenants with good credit quality.

Each of the markets in which the Enlarged Group operates provides the opportunity to participate in stable and secure income streams with attractive opportunities to grow rental income over time. Each market is also expected to provide opportunities to recycle the Enlarged Group's capital over time, both through acquisitions and disposals to create value for Shareholders.

The income stream from the property portfolio will be complemented by a 22.2 per cent. interest in Cromwell, (an ASX listed property trust with a large exposure to government-let commercial real estate in Australia, with a market capitalisation of approximately AUD656.0 million (equivalent to GBP439.5 million), on 11 July 2011, being the last practicable date prior to the Announcement Date.

The Enlarged Group will seek to grow income for its investors both through the pursuit of active asset management opportunities within its existing portfolio, including asset repositioning and ancillary development, and through the yield enhancing acquisition and disposal of assets, where the Enlarged Group will act opportunistically and will have the flexibility to execute transactions quickly.

This potential growth will be further enhanced by the expected reduction to the combined expenses as a result of the elimination of certain public company costs. The capital structure of the Enlarged Group is provided by the existing financing, much of which is long term in nature and the capital commitment of the major shareholder creates a platform to pursue these growth opportunities.

The Enlarged Group intends to become a leading European vehicle with a focus on high yielding properties with long-leases across diversified asset types. It is the intention of the Enlarged Group to grow gross assets under ownership significantly over the medium to long term. The Enlarged Group intends to focus on distributions to investors and believes that this will be a key differentiator of the Enlarged Group compared to other listed property companies.

The Enlarged Group will be managed by the Investment Adviser, WPML, which is a fully resourced and experienced investment adviser, with the majority of property management, development and investment skills contained in-house. The Investment Adviser has a high level of familiarity with the property portfolios of both Wichford and Redefine. WPML and its associated entities have been active in the UK and European real estate markets for over 9 years.

6. Recommendation

The Redefine Directors, who have been so advised by Deutsche Bank, consider the terms of the Offer to be fair and reasonable. In providing advice to the Redefine Directors, Deutsche Bank has taken into account the commercial assessments of the Redefine Directors.

Accordingly, the Redefine Directors have unanimously recommended that Redefine Shareholders accept the Offer, as they have irrevocably undertaken to do (or procure to be done) in respect of their entire beneficial holdings and those of their associated interests, which amount to 3,160,773 Redefine Shares, representing approximately 0.7 per cent. of the existing issued ordinary share capital of Redefine.

The Conditions and further terms to the Offer are detailed in Appendix I of this announcement.

7. Irrevocable undertakings

Irrevocable undertakings to accept the Offer have been received from Redefine Shareholders in respect of, in aggregate, 405,379,065 Redefine Shares, representing approximately 89.6 per cent. of the entire issued share capital of Redefine. The undertaking given by Redefine Properties International which represents 82.3 per cent. of the entire issued share capital of Redefine is conditional upon the approval of its unitholders in it's general meeting.

Redefine Shareholders giving the irrevocable undertakings have undertaken not to dispose of their Redefine Shares prior to completion of the Merger. Further details of the Irrevocable undertakings that have been received to date are detailed in Appendix III of this announcement.

An Irrevocable undertaking to vote in favour of those resolutions upon which it is entitled to vote at the EGM of Wichford has been received from Redefine in respect of 230,772,000 Wichford Shares (representing approximately 21.7 per cent. of the issued share capital of Wichford).

8. Waiver of Rule 9 of the City Code

Following the Merger becoming effective Redefine Properties International will be interested in Wichford Shares representing 65.6 per cent. of the then issued ordinary share capital of the Enlarged Company, representing 65.6 per cent. of the total voting rights of the Enlarged Company.

Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer to the shareholders of that company to acquire their shares. Further, when any person individually, or a group of persons acting in concert, already holds interests in securities which carry between 30 and 50 per cent. of the voting rights of a company which is subject to the City Code, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares.

It is Wichford's assessment that Redefine Properties International, Redefine Properties (being a shareholder of over 50 per cent. of the issued capital of Redefine Properties International) and Gavin Tipper, Michael Watters, Andrew Rowell, John Ruddy, Peter Todd and Greg Heron (being directors of Redefine who are interested in Redefine Shares) together with Stephen Carlin (being a director of the controlling shareholder of the Investment Adviser who is interested in Redefine Shares), Stephen Oakenfull (being a director of the Investment Adviser who is interested in the shares of Corovest Offshore Limited) and Stewart Shaw-Taylor (being a director of RIFM, Redefine's investment adviser) (the "Redefine Concert Party Directors") are considered to be acting in concert under the City Code. Corovest Offshore Limited (a company in which Michael Watters, Andrew Rowell and Stephen Oakenfull are interested) is also considered to be acting in concert under the City Code (all of the parties together, the "Concert Party").

Immediately following completion of the Merger, the Concert Party will hold a maximum of 381,734,676 Wichford Shares (following the Consolidation) representing 67.2 per cent. of the issued share capital and total voting rights of the Enlarged Company. Further information on the interests of the Concert Party is set out in the Offer Documentation.

The Panel has agreed, subject to the approval of the Independent Shareholders on a poll at the Extraordinary General Meeting, to waive the obligation for Redefine Properties International to make a general offer that would otherwise arise as a result of the issue of the New Wichford Shares pursuant to the Merger. Accordingly, the Whitewash Resolution is being proposed at the Extraordinary General Meeting and will be taken on a poll by the Independent Shareholders. Redefine Properties International (through Redefine) will not vote in relation to the Whitewash Resolution.

If the Resolutions are passed and the Merger takes effect, Redefine Properties International together with the other members of the Concert Party will have a direct interest in more than 50 per cent. of the voting rights of the Company, and will be able to increase their aggregate interest in the Company without incurring any obligation under Rule 9 of the City Code to make a general offer to all Shareholders to acquire their shares in the Company. Individual members of the Concert Party will not however be able to increase their percentage interests in shares across a Rule 9 threshold without the consent of the Takeover Panel.

Further details on the waiver of Rule 9 of the City Code can be found in the Offer Documentation.

9. Information relating to Wichford

Wichford, which is not regulated or authorised in any jurisdiction, is an Isle of Man registered property investment company with an existing portfolio focused on properties occupied by Central and State Government bodies in both the UK and Continental Europe. Wichford was originally set up in September 2003 as a partnership and was restructured so that it became wholly owned by the Wichford Group. The Existing Wichford Shares were admitted to trading on AIM in August 2004 and subsequently moved to the Main Market for listed securities of the London Stock Exchange in December 2007.

Wichford has since grown significantly, increasing its portfolio through the acquisition of properties over time. As at 31 March 2011, Wichford owned 83 properties in the UK and Continental Europe (five in Germany and one in The Netherlands) totalling 350,000 square metres (3.8 million square feet), valued by external valuers at GBP565.7 million. For the financial year to 30 September 2010, Wichford reported an annual rental income of GBP44.3 million, profit from operations of GBP45.7 million and profit before tax of GBP16.8 million. As of 31 March 2011, Wichford had total assets of GBP614.5 million, net debt of GBP479.2 million and total equity of GBP54.9 million. Wichford's market capitalisation is approximately GBP68.1 million as at 11 July 2011 being the last practicable date prior to the Announcement Date. Current valuations of the properties owned by Wichford will be included in the Wichford Prospectus.

10. Information relating to Redefine

Redefine was incorporated and registered as a closed-ended property investment and development company on 28 September 2005 in Jersey with the name Ciref Limited. Redefine was admitted to trading on AIM on 26 May 2006. On 17 February 2009 Ciref Limited changed its name to "Ciref Plc" and on 1 July 2010 "Ciref Plc" changed its name to "Redefine International plc".

Redefine is approximately 82.3 per cent. owned by Redefine Properties International, which is 54.1 per cent. owned by Redefine Properties. Redefine invests in commercial and retail investment properties in the UK, Switzerland, Germany and the Channel Islands. Redefine also invests in listed securities in the UK (Wichford) and Australia (Cromwell).

As at 28 February 2011, Redefine owned 99 properties valued by external valuers at GBP510 million with a gross rentable area of approximately 3.9 million square feet and a vacancy rate of 1.6 per cent. together with listed property securities to the value of GBP103 million.

For the financial year to 31 August 2010, Redefine reported a gross annual rental income of GBP13.3 million, profit from operations of GBP3.8 million and loss before tax of GBP5.2 million. As of 28 February 2011, Redefine had total assets of GBP573.0 million, net debt of GBP318.7 million and total equity of GBP220.5 million. Redefine's market capitalisation is approximately GBP248.7 million as at 11 July 2011 being the last practicable date prior to the Announcement Date. Current valuations of the properties owned by Redefine will be included in the Wichford Prospectus.

11. Possible REIT Conversion

The UK government announced on 23 March 2011 that it intends to consult with the property industry and other interested parties on lowering the barriers to entry to the Real Estate Investment Trust ("REIT") regime, with a view to reducing the regulatory burden on companies within the REIT regime. In view of these proposed changes and the potential benefits of REIT status, the Enlarged Company intends to consider the possibility of converting to become a UK REIT and the appropriateness of the management structure, given that REITs can be managed externally or internally. The Enlarged Company considers conversion to REIT status may be attractive to UK and international real estate investors and may facilitate access to additional capital, particularly from institutional investors.

Once the revised regulatory regime for UK REITs has been introduced, the Enlarged Company will make a decision as to whether conversion to REIT status is appropriate and possible.

12. Directors, management and location of business

Redefine has no employees. Management of Redefine and Redefine's subsidiaries following completion of the Offer is proposed to be in accordance with the Investment Adviser's Agreement between the Enlarged Group and WPML. Further details on the Investment Adviser's Agreement can be found in the Offer Documentation. Therefore the current Wichford Board has no intentions regarding any employees of Redefine.

The Wichford Board has no current intention to change the location of the Redefine Group's places of business or to redeploy its fixed assets other than pursuant to the strategy of the Enlarged Group to grow income for its investors both through the pursuit of active asset management opportunities within its existing portfolio, including asset repositioning and ancillary development, and through the yield enhancing acquisition and disposal of assets, where the Enlarged Group will act opportunistically and will have the flexibility to execute transactions quickly.

However, attention is drawn to the fact that following the completion of the Merger, Redefine Properties International Limited will be interested in shares carrying 65.6 per cent. of the voting rights of the Enlarged Group. In the event that the board of the Enlarged Group proceeds with the Capital Raising or the Backstop Capital Raising, the controlling position of Redefine Properties International may increase beyond 65.6 per cent. of the Enlarged Group's total voting rights. In such circumstances, notwithstanding the Relationship Agreement, there can be no certainty that the current intentions of the Wichford Board will be adhered to. However, the Wichford Board takes comfort from the confirmation set out in the Wichford Prospectus that each of Redefine Properties International, Redefine Properties, Corovest Offshore and the Concert Party Directors has confirmed that it or he does not have any specific current intentions regarding the future business of, or strategic plans for Wichford, the locations of the Wichford's places of business, or the redeployment of the Wichford's fixed assets. Please refer to paragraph 11 above for information regarding the Enlarged Company's intentions relating to possible REIT conversion.

It is proposed that, immediately following the Offer becoming unconditional the Board of the Enlarged Group would consist of nine directors:

-- four former Wichford non-executive directors, being Philippe de Nicolay, Ita McArdle, Richard Melhuish and Mark Taylor. Philippe de Nicolay will be the Chairman of the Enlarged Group immediately following completion of the Offer. However, Philippe de Nicolay has informed the Redefine Board and the Wichford Directors that he intends to retire from the board of the Enlarged Group once a suitable replacement has been identified;

-- two former Redefine non-executive directors being Gavin Tipper and Michael Farrow;

-- one new independent non-executive director being Stewart Shaw-Taylor;

-- one non-executive director appointed by Redefine Properties International being Marc Wainer; and

-- one non-executive director of WPML which is 100 per cent owned by RIFM, a subsidiary of Redefine Properties, being Michael Watters.

The Board of the Enlarged Group would comply with the recommendations of the UK Corporate Governance Code.

It is expected that, other than one non-executive director appointed by Redefine Properties International and one non-executive director of WPML, the appointment of directors would be subject to the approval of a nominations committee of the Board of the Enlarged Group, comprising two former Wichford non-executive directors and the new independent non-executive director being Stewart Shaw-Taylor.

The non-executive director of WPML and the non-executive director appointed by Redefine Properties International would not be entitled to vote on any Board resolution to call on the Backstop Capital Raising commitment.

It is not currently proposed that the directors of Redefine will change for so long as Redefine remains regulated by the CIF Law.

13. Implementation Agreement

Wichford, Redefine and Redefine Properties International have entered into an Implementation Agreement, in relation to the steps necessary to effect the Offer to be made by Wichford for Redefine and various matters ancillary to the Offer. Subject to all applicable laws and regulations, each of Wichford, Redefine and Redefine Properties International have agreed to co-operate and take all necessary steps in order to facilitate the Offer, including the convening by Wichford of the Extraordinary General Meeting, the convening of a general meeting of unitholders of Redefine Properties International (in order to pass certain resolutions to allow Redefine Properties International to accept the Offer) together with the commitment from each of Wichford and Redefine not to take certain actions which may prejudice the successful completion of the Merger. Such actions involve not issuing new shares in their respective share capitals between the date of the Implementation Agreement and the time the Offer becomes unconditional in all respects (or otherwise lapses), not to take any action which would require the approval of their respective shareholders in general meeting (other than the matters referred to in the Offer Documentation), not to appoint new advisors for the Enlarged Group, and not to settle or institute any litigation or otherwise incur any material indebtedness.

In addition, under the Implementation Agreement the Wichford Board agrees to provide the unanimous recommendation of the Offer and Redefine Properties International (and the Redefine Directors) agree to give irrevocable undertakings to accept the Offer. The Irrevocable undertakings cease to be binding if the Redefine Properties International unitholders vote against the Offer.

14. Capital Commitment

The Enlarged Group is expected, in due course, to seek to raise equity capital on a fully pre-emptive basis to improve the gearing of the Enlarged Group and to assist, inter alia, with the refinancing of Wichford's existing debt maturities in October 2012. The board of the Enlarged Group will decide the terms of any Capital Raising at the appropriate time, taking into account the interests of the shareholders in the Enlarged Group as a whole. It is currently expected that the preferred route for a Capital Raising would involve a fully pre-emptive equity capital raising at a tight discount to the prevailing mid-market share price of an issued Ordinary Share on the last trading day before the implementation of a Capital Raising.

Wichford, Redefine Properties International and Redefine Properties have entered into the Capital Raising Implementation Agreement in respect of certain commitments by Redefine Properties International, as supported by Redefine Properties, in respect of the Capital Raising and Backstop Capital Raising. Pursuant to that agreement Redefine Properties International has conditionally agreed that it will subscribe for at least the percentage equal to its pro rata holding of Wichford Shares as at the date of Completion of the Merger in respect of any Capital Raising (as may be agreed by a majority of the board of the Enlarged Company and undertaken prior to 31 October 2012) of up to GBP100 million of gross proceeds. Based on Wichford's undiluted issued share capital of 1,062,095,584 on 11 July 2011, Redefine Properties International's pro rata shareholding in the Enlarged Group and Completion of the Merger would be approximately 65.6 per cent. The conditions to be satisfied include the Offer becoming unconditional, a resolution of a majority of the board of the Enlarged Company to proceed with the Capital Raising being passed, SARB consent having been obtained for Redefine Properties International's participation in the Capital Raising, the passing of all requisite resolutions of the unitholders of Redefine Properties International and completion of the Capital Raising and Admission of the Wichford Shares to be issued in connection therewith having occurred no later than 31 October 2012. Redefine Properties has irrevocably agreed that it will subscribe or procure subscribers for such shares if Redefine

Properties International is prevented by SARB from subscribing, or fails to subscribe, for such Shares.

Redefine Properties International is committed to increasing liquidity and broadening institutional ownership of the Enlarged Group. Dependent on the terms of the Capital Raising and, at its sole discretion, Redefine Properties International will accommodate additional demand for any Capital Raising from existing and new Shareholders, provided that its shareholding in the Enlarged Group remains at a minimum of 50.1 per cent..

While the preferred route for a Capital Raising would involve issuing new equity at a tight discount on a fully pre-emptive basis, as part of the terms of the Merger and in the event that a Capital Raising cannot be successfully completed, Redefine Properties International, with support from its largest shareholder, Redefine Properties, has conditionally agreed to support a Backstop Capital Raising. The Backstop Capital Raising would provide the Enlarged Group with the ability to conduct a deeply discounted rights issue of up to GBP100 million of gross proceeds, at any issue price not less than the nominal value of the shares of the Enlarged Company (but not more than 30 per cent. of the mid-market price for such shares on the Business Day prior to the date on which the Independent Directors finalise the pricing of such Backstop Capital Raising, unless such 30 per cent. amount is waived by mutual agreement between the Independent Directors and Redefine Properties). Redefine Properties International has agreed it would provide underwriting to any Backstop Capital Raising of an amount of GBP65.6 million and Redefine Properties has conditionally agreed to provide or procure such underwriting of any Backstop Capital Raising if Redefine Properties International is prevented by the SARB from providing, or fails to provide, such underwriting. The conditions to the Backstop Capital Raising are as set out above in respect of the Capital Raising.

The Backstop Capital Raising will be callable at any time following completion of the Merger by a majority of the members of the board of the Enlarged Group entitled to vote on the relevant resolution, should a majority of the board of the Enlarged Company resolve prior to 31 July 2012 that a Capital Raising cannot be successfully implemented. Alternatively, if the board of the Enlarged Company has not reached a resolution as to whether to proceed with a Capital Raising or not, the Independent Directors may, after that date, resolve to proceed with a Backstop Capital Raising. The Backstop Capital Raising commitment will terminate on 31 October 2012 if either the Capital Raising or the Backstop Capital Raising is not completed by that date.

If the Merger is completed, a commitment fee of 2.5 per cent. will be payable to Redefine Properties for its guarantee of Redefine Properties International's maximum commitment in respect of the Capital Raising or the Backstop Capital Raising by the Enlarged Group on the earlier of 31 October 2012 or the completion of a Capital Raising (or the Backstop Capital Raising, as the case may be). Based on the undiluted share capital in issue on 11 July 2011, the commitment fee payable is expected to be GBP1.6 million, being 2.5 per cent. of the GBP65.6 million commitment of Redefine Properties International, as guaranteed by Redefine Properties. No other fees will be payable to Redefine Properties, Redefine Properties International or their respective affiliates in connection with the Backstop Capital Raising or in relation to a Capital Raising.

The Wichford Board currently intends the capital commitment to be called upon by the Enlarged Company in connection with a capital raising to assist in the refinancing of the Delta and Gamma facilities, which expire in October 2012. However the board of the Enlarged Company has the flexibility following the Merger to call upon the capital commitment for any other purpose and at any time until 31 October 2012.

At the request of the Panel, Deutsche Bank, as Redefine's financial adviser, has confirmed that in its opinion the terms of the Backstop Capital Raising are fair and reasonable so far as Redefine Shareholders as a whole are concerned.

15. Relationship Agreement

In connection with the Offer, Redefine Properties International (as the majority shareholder) and Wichford, in respect of itself and the Enlarged Group have entered into the Relationship Agreement setting out the governance arrangements for the Enlarged Group.

Subject to ongoing compliance with all regulatory requirements (including the rules of the JSE), the Relationship Agreement contains certain corporate governance arrangements to facilitate the independent operation of the Wichford Group. The Relationship Agreement limits the ability of Redefine Properties International from appointing Associates as directors to form a majority of the board of the Enlarged Group and would prevent Redefine Properties International from taking actions that could result in the de-listing of the Enlarged Group (other than as a result of participation in a Capital Raising or underwriting a Backstop Capital Raising if the same were called upon by the board of the Enlarged Company as set forth above).

The Relationship Agreement also:

-- limits the ability of Redefine Properties International and its Associates from voting on matters not permitted under Chapter 11 of the Listing Rules or otherwise not complying with the Listing Rules;

-- ensures that all transactions between the Enlarged Group and Redefine Properties International and/ or its Associates are conducted on an arm's length basis; and

-- prevents Redefine Properties International from modifying the Articles in any manner that is inconsistent with the Relationship Agreement.

Redefine Properties International has undertaken not to dispose of any shares held by it in the capital of Redefine prior to completion of the Offer.

The Relationship Agreement applies to Redefine Properties International and, to the extent that any shares in the Enlarged Group which are beneficially owned by Redefine Properties International are transferred to one or more of its Associates, Redefine Properties International would be required to procure that such Associates enter into parallel obligations prior to the transfer of shares.

The obligations of Redefine Properties International and its Associates under the Relationship Agreement will only terminate if the beneficial ownership of Redefine Properties International and its Associates in the Enlarged Group either falls below 30 per cent., or the Enlarged Company is no longer admitted to listing on the Official List of the UKLA and to trading on the London Stock Exchange's Main Market for listed securities.

16. Share Consolidation

The Wichford Board also proposes to enter into a share consolidation subsequent to completion of the Offer, save for Admission, and effective immediately prior to Admission (which is expected to be on 23 August 2011), under which each of the then issued shares in the capital of Wichford (as enlarged by the issue of the New Wichford Shares pursuant to the terms of the Offer) will be consolidated into one Ordinary Share on a 1 for 7.2 basis

17. Change of name

The Enlarged Group will change its name to Redefine International P.L.C. and will be admitted to the Premium Segment of the Official List and traded on the Main Market for listed securities of the London Stock Exchange. Application will be made for Redefine's existing admission to trading on AIM to be cancelled.

18. Disclosure of interests in Redefine securities

Wichford is advised on an exclusive basis by WPML. Redefine Properties indirectly owns a 76 per cent. shareholding in WPML. WPML's management team has considerable expertise in property and structured finance with a combined total of over 60 years' experience in these areas.

Neither Wichford, nor any Wichford Director or any member of his immediate family or his related trusts or companies is interested in any Redefine Shares, nor has any such person dealt in such securities during the Offer Period.

19. Compulsory acquisition, de-listing and re-registration

The attention of Redefine Shareholders is drawn to paragraph 24 of the letter from the Chairman of Wichford set out in Part II of the Offer Documentation in relation to Wichford's intentions with regard to the compulsory acquisition of and cancellation of admission to trading on AIM of Redefine Shares once the Offer becomes or is declared wholly unconditional.

Such cancellation of admission of trading will significantly reduce the liquidity and marketability of any Redefine Shares in respect of which the Offer has not been accepted at that time.

20. Conditionality of the Offer

The Offer is subject, inter alia, to the approval by ordinary resolution of the Wichford Independent Shareholders and approval by special resolution of all Wichford Shareholders. Further details on the Conditions and further terms are set out in Appendix I to this announcement;

The Offer is also subject inter alia, to the approval by both ordinary and special resolutions of Redefine Properties International unitholders, and valid acceptances from Redefine Shareholders representing at least 90 per cent. of the issued share capital of Redefine. Further details on the Conditions and further terms are set out in Appendix I to this announcement;

Due to Redefine Properties International being listed on the JSE, and being subject to the JSE Listings Requirements, acceptance of the Offer by Redefine Properties International, which will result in Redefine Properties International disposing of its entire shareholding in Redefine and receiving new shares in consideration, will require approval by way of a special resolution of its unitholders in a general meeting.

In addition, the disposal by Redefine Properties International of its Redefine Shares constitutes an affected transaction in terms of Section 117(i)(c)(i) of the South African Companies Act as such shares constitute a disposal of all of Redefine Properties International's assets. Accordingly, a special resolution of Redefine Properties International's unitholders is therefore required to be passed in a general meeting of Redefine Properties International unitholders to approve the disposal in connection with it accepting the Offer. Under the South African Companies Act the special resolution is required to be adopted with the support of at least 75% of the votes cast by linked unitholders, including Redefine Properties Limited. As the JSE have ruled that the disposal by Redefine Properties International of its Redefine shares to Wichford will constitute a related party transaction, in terms of the JSE Listings Requirements the validity of the special resolution will be subject to a simple majority of the votes of linked unitholders, excluding the votes of Redefine Properties Limited and its associates, being cast in favour thereof.

Redefine Properties International will issue a circular to its unitholders to convene a general meeting in order to pass all necessary resolutions of Redefine Properties International to allow it to accept the Offer, sell all of the Redefine Shares it holds to Wichford and to accept the New Wichford Shares due to it (pursuant to the Exchange Ratio) under the Offer.

In addition, both the disposal by Redefine Properties International of its entire holding of Redefine Shares and the acquisition of New Wichford Shares as consideration under the Offer requires the approval of the SARB. Redefine Properties International has sought and obtained such SARB approval, which was granted by the SARB on 25 February 2011.

Pursuant to the Resolutions set out in the Notice of Extraordinary General Meeting within the Wichford Prospectus, Wichford reserves the right to waive any of the Conditions which apply to it and, with the consent of the Redefine Board, to vary any other of the terms and conditions of the Offer, provided that such waiver or variation is not material in the context of the Offer as a whole.

Further details on the Conditions and further terms are set out in Appendix I to this announcement.

21. General

This announcement does not constitute an offer to purchase or an invitation to sell any Redefine shares and any responses to the Offer should be made only on the basis of the information contained in the Offer Documentation.

The Offer Documentation and Combined Circular and Prospectus will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do. Copies of the Offer Documentation and the Combined Circular and Prospectus will also be available for inspection at the offices of SJ Berwin at 10 Queen Street Place, London EC4R 1BE during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Copies of the Offer Documentation and the Combined Circular and Prospectus will be posted to Redefine Shareholders or Wichford Shareholders (as appropriate) later today.

The Offer Documentation setting out further details of the Offer, including the Offer timetable, will be published and posted to Redefine Shareholders (other than to persons in a Restricted Jurisdiction) along with the Combined Circular and Prospectus (which will also be published and posted to Wichford Shareholders other than to persons in a Restricted Jurisdiction) on the Announcement Date.

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, for inspection on Wichford's website at www.wichford.com and on Redefine's website at www.redefineinternational.je during the course of the Offer.

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.

The Offer will be subject to the Conditions and further terms in relation to the Offer set out in Appendix I to this announcement and to be set out in the Offer Documentation. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains a summary of the irrevocable undertakings received. Appendix IV to this announcement contains definitions of certain expressions in the announcement.

Please be aware that addresses, electronic addresses and certain other information provided by Redefine Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Redefine may be provided to Wichford during the Offer Period as required under Section 4 of Appendix 4 of the Code.

 
 Enquiries 
 
 Wichford                                Redefine 
 Philippe de Nicolay, Chairman           Gavin Tipper, Chairman 
 Tel: +55 (11) 9636 7979                 Tel: +27 (0) 21 683 3829 
 Rothschild                              Deutsche Bank (Financial Adviser and 
  (Financial Adviser to Wichford)        Corporate Broker to Redefine) 
 Duncan Wilmer, Indy Flore               Omar Faruqui, Ben Lawrence 
 Tel: +44 (0) 20 7280 5000               Tel: +44 (0) 20 7545 8000 
 Evolution Securities                    Singer Capital 
  (Joint Corporate Broker to Wichford)    (Nominated Adviser to Redefine) 
 Chris Sim, Jeremy Ellis                 Jeff Keating 
 Tel: +44 (0) 20 7071 4300               Tel: +44 (0) 20 3205 7500 
 Peel Hunt 
  (Joint Corporate Broker to Wichford) 
 Capel Irwin, Matthew Armitt, Hugh 
 Preston 
 Tel: +44 (0) 20 7418 8900 
 Citigate Dewe Rogerson (Public 
 Relations Adviser to Wichford) 
 Toby Mountford, Ginny Pulbrook, Kate 
 Lehane 
 Tel: +44 (0) 20 7638 9571

This announcement does not constitute an offer or an invitation to purchase any securities. The Offer will be made solely by means of the Offer Documentation and the acceptance forms accompanying the Offer Documentation, which will contain the full terms and conditions of the Offer including details of how it may be accepted.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Redefine plc and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Redefine plc for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to any matters referred to herein.

Dealing Disclosure Requirements

Overseas Jurisdictions

The Offer will not be made, in or into, and will not be capable of acceptance in or from Canada, Australia or Japan. In addition the Offer is not being made, directly or indirectly, in or into, or by use of the mails or by any means or instrumentality (including, without limitation, telephone, fax, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facilities of a securities exchange of the United States and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, copies of the Offer Documentation and any other related document are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document or any accompanying documents in or into the United States, Canada, Australia or Japan.

Forward Looking Statements

In accordance with Rule 19.1 f 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 13 July 2011.

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

PART A

Conditions to the Offer

For the purpose of these conditions:

(A) the "Wider Redefine Group" means Redefine and its subsidiaries, subsidiary undertakings and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Redefine Group is interested or any undertaking) in which Redefine and such undertakings (aggregating their interests) have a significant interest;

(B) the "Wider Wichford Group" means Wichford and its subsidiaries and subsidiary undertakings and any associated undertakings (including any joint venture, partnership, firm or company in which any member of the Wichford Group is interested or any undertaking) in which any of such companies or undertakings (aggregating their interests) has a significant interest or any undertaking which has a significant interest in any of such companies;

(C) "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given by the Companies Act; and

(D) "significant interest" means a direct or indirect interest in 20 per cent or more of the equity share capital of an undertaking.

The Offer is subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Wichford may, subject to the rules of the City Code, determine) in respect of not less than 90 per cent (or such lesser percentage as Wichford may decide) in nominal value of the Redefine Shares to which the Offer relates and that represent not less than 90 per cent. (or such lower percentage as Wichford may decide) of the voting rights carried by the Redefine Shares to which the Offer relates, provided that this condition will not be satisfied unless Wichford and/or its subsidiaries shall have acquired or agreed to acquire (either pursuant to the Offer or otherwise) Redefine Shares carrying in aggregate more than 50 per cent of the voting rights normally exercisable at general meetings of Redefine, including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any Redefine Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances (whether pursuant to the exercise of outstanding conversion, option or subscription rights or otherwise), and for this purpose:

(i) the expression "Redefine Shares to which the Offer relates" shall be construed in accordance with Articles 116-124A of the Companies (Jersey) Law 1991;

(ii) Redefine Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and

(iii) valid acceptances shall be deemed to have been received in respect of Redefine Shares which are treated for the purposes of Articles 116-124A of the Companies (Jersey) Law 1991 as having been acquired or contracted to be acquired by Wichford by virtue of acceptances of the Offer;

(b) the passing at the Extraordinary General Meeting of Wichford of such resolutions as may be necessary to approve and implement the Offer as set out in the Wichford Prospectus;

(c) the Office of Fair Trading indicating, in terms satisfactory to Wichford, that the Office of Fair Trading or the Secretary of State does not intend to refer the proposed acquisition of Redefine by Wichford or any matters arising therefrom to the Competition Commission and all appropriate time periods (including any extensions of such time periods) for any person to apply for a review of any such decision taken by the Office of Fair Trading or the Secretary of State having expired or lapsed without any such application having been made;

(d) (i) the admission to the Official List of the New Wichford Shares to be issued in connection with the Offer and the Existing Wichford Shares becoming effective in accordance with the Listing Rules and the admission of such shares to trading becoming effective in accordance with the Admission and Disclosure Standards of the London Stock Exchange; or

(ii) if Wichford and Redefine so determine (and subject to the consent of the Panel) (a) the UKLA having acknowledged to Wichford or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Wichford Shares and the Existing Wichford Shares to the Official List with a (premium) listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions") will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (b) the London Stock Exchange having acknowledged to Wichford or its agent (and such acknowledgement not having been withdrawn) that the New Wichford Shares and the Existing Wichford Shares will be admitted to trading; or

(iii) the UKLA having acknowledged to Wichford or its agent (and such acknowledgement not having been withdrawn) that the application for admission of the Existing Wichford Shares and the New Wichford Shares to the Premium Segment of the Official List has been approved and (subject to satisfaction of any conditions to which such approval is expressed) will become effective as soon as dealing notice has been issued by the FSA and an acknowledgement by the London Stock Exchange that the Existing Wichford Shares and the New Wichford Shares will be admitted to trading on its Main Market for listed securities (and such acknowledgement not having been withdrawn);

(e) all notifications and filings which are necessary or are reasonably considered appropriate by Wichford having been made in connection with the Offer, all appropriate waiting periods (including any extension to them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, all necessary statutory or regulatory obligations in any jurisdiction having been complied with and all Authorisations which in each case are necessary or are reasonably considered appropriate by Wichford for or in respect of the Offer, its implementation or any acquisition of any shares in, or control of, Redefine or any member of the Wider Redefine Group by any member of the Wider Wichford Group having been obtained in terms and in a form reasonably satisfactory to Wichford from all Relevant Authorities or persons with whom any member of the Wider Redefine Group has entered into contractual arrangements in each case where the absence of an Authorisation from such a person would have a material adverse effect on the Wider Redefine Group taken as a whole, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider Redefine Group, remaining in full force and effect at the time when the Offer becomes otherwise unconditional in all respects and there being no intimation of any intention to revoke or not to renew, withdraw, suspend, withhold, modify or amend the same in consequence of the Offer becoming unconditional in all respects;

(f) no Relevant Authority having instituted, implemented or threatened any action, suit, proceedings, investigation, reference or enquiry, or enacted, made or proposed any statute, regulation, order or decision, or having taken any other steps or measures that would or might reasonably be expected to in any case which would be material in the context of the Wider Redefine Group or the Wider Wichford Group, as the case may be, when taken as a whole:

(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, Redefine or any member of the Wider Redefine Group by Wichford or any member of the Wider Wichford Group, illegal, void or unenforceable or otherwise directly or indirectly restrict, restrain, prohibit, delay, frustrate or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise challenge the Offer or such proposed acquisition in any case in a manner which is material in the context of the Wider Redefine Group when taken as a whole (including without limitation, taking any steps which would entitle the Relevant Authority to require Wichford to dispose of all or some of its Redefine Shares or restrict the ability of Wichford to exercise voting rights in respect of some or all of such Redefine Shares);

(ii) require, prevent or materially delay a divestiture by any member of the Wider Wichford Group of any shares or other securities in Redefine;

(iii) impose any material limitation on, or result in a material delay in, the ability of Wichford or Redefine or any member of the Wider Wichford Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities in any member of the Wider Redefine Group or voting rights or management control over any member of the Wider Redefine Group;

(iv) require, prevent or materially delay a divestiture by any member of the Wider Wichford Group or the Wider Redefine Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;

(v) result in any member of the Wider Redefine Group or the Wider Wichford Group ceasing to be able to carry on the business under any name under which it presently does so;

(vi) impose any material limitation on the ability of any member of the Wider Wichford Group or of the Wider Redefine Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Wichford Group or of the Wider Redefine Group;

(vii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider Wichford Group or any member of the Wider Redefine Group in a manner which is material and adverse to the relevant Group taken as a whole; or

(viii) require any member of the Wider Redefine Group or the Wider Wichford Group to offer to acquire any shares or other securities owned by any third party in any member of either Group by any third party;

and all applicable waiting and other time periods during which any such Relevant Authority could institute, or implement or threaten any proceedings, suit, investigation or enquiry or enact, make or propose any such statute, regulation or order or take any other such step having expired, lapsed or been terminated;

(g) except as disclosed in the annual report and accounts of the Redefine Group for the financial year ended 31 August 2010 and/or the half yearly unaudited condensed consolidated interim financial statements of the Redefine Group for the six months ended 28 February 2011 disclosed in writing to Wichford before the date of announcement of the Offer, there being no provision of any arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument to which any member of the Wider Redefine Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, which could or might reasonably be expected to as a consequence of the Offer or of the proposed acquisition of any shares or other securities in, or control of, Redefine, result in the following, in any case to an extent which is material in the context of the Redefine Group taken as a whole:

(i) any assets or interests of any member of the Wider Redefine Group being or falling to be disposed of or charged, or any right arising under which any such assets or interests could be required to be disposed of or charged or could cease to be available, other than in the ordinary course of business;

(ii) any monies borrowed by or other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Redefine Group becoming repayable or being capable of being declared repayable immediately or earlier than its stated repayment date or the ability of such member of the Wider Redefine Group to incur any indebtedness becoming or being capable of being or becoming withdrawn, prohibited or inhibited;

(iii) any such arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument being terminated or modified, affected, amended or varied or any action being taken or any onerous obligation or liability arising thereunder;

(iv) the rights, liabilities, obligations, business or interests of any member of the Wider Redefine Group with any firm, body or person (or any arrangements relating to such business or interests) being terminated, modified, affected, amended or varied in any materially adverse manner;

(v) the value of or the financial or trading position or prospects of any member of the Wider Redefine Group being materially prejudiced or materially adversely affected;

(vi) the creation of any liability (actual or contingent) by any member of the Wider Redefine Group;

(vii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Redefine Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or

(viii) any member of the Wider Redefine Group ceasing to be able to carry on business under any name under which it currently does so;

and no event having occurred which, under any provision of any arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument to which any member of the Wider Redefine Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result, in any case to an extent which is material and adverse in the context of the Wider Redefine Group taken as a whole in any of the events or circumstances as are referred to in items (i) to (viii) inclusive of this paragraph;

(h) except as disclosed in the annual report and accounts of the Redefine Group for the financial year ended 31 August 2010 or disclosed in writing to Wichford before the date of announcement of the Offer:

(i) no litigation, arbitration proceedings, mediation proceedings, prosecution or investigation or other legal proceedings to which any member of the Wider Redefine Group is or may become a party (whether as plaintiff, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider Redefine Group which in any case is material in the context of the Wider Redefine Group taken as a whole;

(ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position, prospects or profits of any member of the Wider Redefine Group which in any case is material in the context of the Wider Redefine Group taken as a whole;

(iii) no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider Redefine Group taken as a whole; and

(iv) no enquiry or investigation by any Relevant Authority against or in respect of any member of the Wider Redefine Group having been threatened, announced or instituted or remaining outstanding by, against, or in respect of any member of the Wider Redefine Group which in any case is material in the context of the Wider Redefine Group taken as a whole;

(i) since 31 August 2010 and except as disclosed in the annual report and accounts of the Redefine Group for the financial year ended 31 August 2010 or disclosed in writing to Wichford before the date of announcement of the Offer, neither Redefine nor any other member of the Wider Redefine Group having:

(i) issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities or transferred or sold any shares out of treasury (save for the issue of Redefine Shares between Redefine and wholly-owned subsidiaries of Redefine) or redeemed, purchased, reduced or made any other change to any part of its share capital;

(ii) recommended, declared, paid or made any dividend, bonus or other distribution whether payable in cash or otherwise, other than to Redefine or a wholly-owned subsidiary of Redefine;

(iii) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in subsidiaries and trade investments) which in any case would be material in the context of the Wider Redefine Group taken as a whole;

(iv) issued or authorised the issue of any debentures or incurred or increased any indebtedness or liability or become subject to a contingent liability which in any case is material in the context of the Wider Redefine Group taken as a whole;

(v) entered into, varied or authorised any arrangement, transaction, contract or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature and magnitude which is or could restrict the scope of the existing business of any member of the Wider Redefine Group which in any case is material in the context of the Wider Redefine Group taken as a whole;

(vi) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in relation to itself or another member of the Wider Redefine Group otherwise than in the ordinary course of business which in any case is material in the context of the Redefine Group taken as a whole;

(vii) waived or compromised any claim which is material in the context of the Wider Redefine Group taken as a whole;

(viii) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up (whether voluntary or otherwise), dissolution or reorganisation or analogous proceedings in any jurisdiction or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer in any jurisdiction of all or any of its assets and revenues or had any such person appointed which in any case is material in the context of the Wider Redefine Group taken as a whole;

(ix) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to do so) payments of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case which is material in the context of the Wider Redefine Group taken as a whole;

(x) made or authorised any change in its loan capital;

(xi) waived or compromised any claim which is material in the context of the Wider Redefine Group taken as a whole;

(xii) entered into or varied in any material respect the terms of any service agreement with or relating to any of the directors or senior executives of any member of the Wider Redefine Group;

(xiii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Redefine Group which in any case is material in the context of the Wider Redefine Group taken as a whole;

(xiv) made any alteration to its articles of association or other incorporation or constitutional documents which is material in the context of the Offer; or

(xv) entered into any agreement or commitment or passed any resolution or made any offer or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph (i);

(j) Wichford not having discovered that, except as disclosed in writing to Wichford before the date of announcement of the Offer:

(i) any financial, business or other information concerning the Redefine Group disclosed publicly or disclosed to any member of the Wider Wichford Group at any time is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information therein not misleading and which was not corrected before the date of announcement of the Offer either by public disclosure through a Regulatory Information Service or to Wichford and which is material in the context of the Wider Redefine Group taken as a whole;

(ii) any member of the Wider Redefine Group is subject to any liability otherwise than in the ordinary course of business, contingent or otherwise, which is or would be likely to be material in the context of the Redefine Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Redefine Group which is material in the context of the Redefine Group taken as a whole;

(k) Redefine not having discovered that, except as disclosed in writing to Wichford before the date of announcement of the Offer:

(i) any member of the Wider Redefine Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, storage, transport, treatment, handling, disposal, release, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person where non-compliance would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider Redefine Group and which is material in the context of the Wider Redefine Group taken as a whole;

(ii) there has been an emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health which would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider Redefine Group and which is material in the context of the Wider Redefine Group taken as a whole;

(iii) there is or is likely to be any liability (whether actual or contingent) to improve or install new plant or equipment or make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Redefine Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or any other person or body in any jurisdiction which is material in the context of the Wider Redefine Group taken as a whole; or

(iv) circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Redefine Group which in any case would be likely to be material in the context of the Wider Redefine Group taken as a whole.

Subject to the requirements of the Panel, Wichford reserves the right to waive in whole or in part all or any of the conditions (a) to (k) inclusive. Conditions (a) to (k) inclusive if not waived must be fulfilled by midnight (London time) on the 21st day after the later of the First Closing Date and the date on which condition (a) is fulfilled (or in each case, such later date as Wichford may, with the consent of the Panel, decide) failing which the Offer will lapse. Wichford shall be under no obligation to waive or treat as fulfilled any of the conditions (a) to (k) inclusive by a date earlier than the date specified above for fulfilment notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are as at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Wichford is required by the Panel to make an offer for the Redefine Shares under the provisions of Rule 9 of the City Code, Wichford may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Offer will be subject to the applicable requirements of the City Code. The Offer and any acceptances under the Offer and any dispute or claim arising out of or in connection with them or their subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales and subject to the jurisdiction of the courts of England and Wales.

Under Rule 13.4 of the City Code, an offeror should not invoke any condition or pre-condition of an offer so as to cause an offer to lapse, not proceed or be withdrawn unless the circumstances which give rise to the right to invoke the condition or pre-condition are of material significance to the offeror in the context of that offer.

The Offer will lapse if it or any matter arising therefrom is referred to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) or, following a referral by the European Commission under Article 9.1 to a competent authority in the United Kingdom, there is a subsequent reference to the Competition Commission, in either case before 1.00 p.m. (London time) on the First Closing Date or, if later, the date on which the Offer becomes or is declared unconditional as to acceptances. If the Offer lapses, the Offer will cease to be capable of further acceptances and Redefine Shareholders accepting the Offer and Wichford shall upon the Offer lapsing cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

The Offer is not being made, directly or indirectly, in or into, the United States, Canada, Australia or Japan.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

PART B

Certain further terms of the Offer

Redefine Shares will be acquired under the Offer free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Announcement Date.

The Offer will be on the terms and will be subject, among other things, to the conditions which are set out in Part A of this Appendix I and those terms which will be set out in the formal Offer Documentation and such further terms as may be required to comply with the Listing Rules of the UK Listing Authority and the provisions of the City Code. The Offer and any acceptances thereunder will be governed by English law.

APPENDIX II

SOURCES AND BASES

In this announcement:

1. Unless otherwise stated:

-- the financial information concerning Wichford has been extracted or derived without adjustment from the Wichford reviewed half yearly financial report for the six months ended 31 March 2011;

-- the financial information concerning Redefine has been extracted or derived without adjustment from the Redefine reviewed half yearly financial report for the six months ended 28 February 2011; and

-- all stated number of shares in issue and percentage calculations are as at 11 July 2011.

2. As at the close of business on 11 July 2011, being the last practicable date prior to the Announcement Date:

-- Wichford had in issue 1,062,095,584 ordinary shares. The International Securities Identification Number for Wichford Shares is GB00B01V9H13;

-- Redefine had in issue 452,182,183 ordinary shares. The International Securities Identification Number for Redefine Shares is GB00B13PT348; and

-- Redefine holds 230,772,000 ordinary shares in Wichford, representing approximately 21.7 per cent. of the undiluted issued share capital of Wichford on 11 July 2011, being the last practicable date prior to the Announcement Date.

-- The fully diluted share capital of Redefine is valued at approximately GBP248,700,201 which is calculated on the basis of:

(i) a Redefine share price of 55.0 pence on 11 July 2011, being the last practicable date prior to the Announcement Date; and

(ii) the number of issued ordinary Redefine shares referred to in paragraph 2, sub bullet point 2 above

3. On completion of the Merger:

-- 3,255,711,718 New Wichford Shares would be issued to Redefine Shareholders, calculated on the basis of:

(i) the number of issued ordinary Redefine Shares referred to in paragraph 2 above; and

(ii) an exchange ratio of 7.2 Wichford shares for every Redefine Share

4. On completion of the Merger, post cancellation and pre consolidation of Redefine's existing shareholding in Wichford:

-- 4,087,035,302 ordinary shares in the Enlarged Company would be issued in aggregate to Wichford and Redefine shareholders, calculated on the basis of:

(i) the total number of ordinary shares issued in Wichford referred to in paragraph 2 above; plus

(ii) the total number of New Wichford Shares issued to Redefine Shareholders referred to in paragraph 3 above; minus

(iii) Redefine's existing holding of 230,772,000 ordinary shares in Wichford referred to in paragraph 2 above which would be cancelled.

-- Redefine Shareholders would hold approximately 79.7 per cent. of the issued shares of the Enlarged Company, calculated on the basis of:

(i) 4,087,035,302 ordinary shares in the Enlarged Company issued in aggregate as referred to above; and

(ii) the number of New Wichford Shares issued to Redefine Shareholders referred to in paragraph 3 above.

-- Wichford Shareholders (other than Redefine as a shareholder in Wichford) would hold approximately 20.3 per cent. of the issued shares of the Enlarged Company, calculated on the basis of:

(i) 4,087,035,302 ordinary shares in the Enlarged Company issued in aggregate as referred to above; and

(ii) the number of issued ordinary Wichford shares referred to in paragraph 2 above minus Redefine's existing holding of 230,772,000 ordinary shares in Wichford referred to in paragraph 2 above.

5. As at the close of business on 11 July 2011, being the last practicable date prior to the Announcement Date, Redefine is approximately 82.3 per cent. owned by RedefineProperties International which is, in turn, approximately 54.1 per cent. owned by Redefine Properties.

6. On completion of the Merger, post cancellation of Redefine's existing shareholding in Wichford, Redefine Properties International would become the majority shareholder in the Enlarged Company with a shareholding of approximately 65.6 per cent., calculated on the basis of:

-- Redefine's shareholding of approximately 79.7 per cent. of the issued shares of the Enlarged Company as referred to in paragraph 4; multiplied by

-- Redefine International Properties' shareholding of approximately 82.3 per cent. in Redefine referred to in paragraph 5 above.

7. Market capitalisation of Redefine Properties based on an exchange rate of approximately 10.88 Rand to GBP1.00 as at 11 July 2011.

8. Unless otherwise stated, all prices, closing prices and exchange rates for Wichford and Redefine Shares are closing middle market quotations derived from the Official List of the London Stock Exchange Daily and Bloomberg.

9. The implied offer price per Wichford share of approximately 7.6 pence is calculated on the basis of:

(iii) a Redefine share price of 55.0 pence on 11 July 2011, being the last practicable Business Day prior to the Announcement Date; and

(iv) an exchange ratio of 7.2 Wichford shares for every Redefine Share.

It values the fully diluted share capital of Wichford at approximately GBP81.1 million based on the implied offer price above and the number of issued ordinary Wichford shares referred to in point 2 above.

10. The premium and discount calculations to the implied offer price per Wichford share have been calculated by reference to:

-- a price of approximately 6.4 pence per Wichford ordinary share, being the closing price on 11 July 2011, the last practicable date prior to the Announcement Date;

-- the closing price per Wichford ordinary share of approximately 7.4 pence on 12 November 2010, the last Business Day prior to the commencement of the Offer Period and the date the Boards of Wichford and Redefine announced that they were in talks about a potential combination of the two companies;

-- the average closing price per Wichford Share of approximately 7.2 pence for the one month period to 12 November 2010;

-- last reported NAV as at 31 March 2011 of 5.17 pence per share; and

-- last reported EPRA NAV as at 31 March 2011 of 7.26 pence per share.

11. The implied offer price per Redefine Share of approximately 46.2 pence is calculated on the basis of:

(v) a Wichford share price of approximately 6.4 pence on 11 July 2011, being the last practicable date prior to the Announcement Date; and

(vi) an exchange ratio of 7.2 Wichford shares for every Redefine Share

-- Values the fully diluted share capital of Redefine at approximately GBP208.7 million based on the implied offer price above and the number of issued ordinary Redefine shares referred to in paragraph 2, sub bullet point 2 above.

12. The discount calculations to the implied offer price per Redefine Share have been calculated by reference to:

-- a price of 55.0 pence per Redefine Share, being the closing price on 11 July 2011, the last practicable date prior to the Announcement Date;

-- the closing price per Redefine ordinary share of approximately 55.0 pence on 12 November 2010, the last Business Day prior to the commencement of the Offer Period and the date the Boards of Wichford and Redefine announced that they were in talks about a potential combination of the two companies; and

-- the average closing price per Redefine Share of approximately 55.6 pence for the one month period to 12 November 2010.

13. Net debt for Redefine of GBP318.7 million is calculated by reference to half yearly financial report for the six months ended 28 February 2011:

-- Total loans and borrowings of GBP329.5 million less total cash and cash equivalents of GBP10.8 million.

14. Net debt for Wichford of GBP479.2 million is calculated by reference to half yearly financial report for the six months ended 31 March 2011:

-- Total loans and borrowings of GBP519.9 million less total cash and cash equivalents of GBP40.7 million.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

The following persons have irrevocably undertaken to accept the Offer in respect of their own holdings of Redefine Shares (save for in the case of Redefine Properties International Limited where such undertaking is conditional on the approval of its unitholders in general meeting):

 
 Name                                         Number of Redefine Shares 
 
 Redefine Properties International Limited                  372,305,640 
 
 Coronation Capital Limited                                  10,098,681 
 
 Grindrod Global Property Income Fund                         8,459,432 
 
 Corovest Offshore Limited                                    7,544,853 
 
 Osiris International Trustees Limited                        2,435,139 
 
 Clearwater Property Holdings No 4 (Pty) 
  Limited                                                     2,074,460 
 
 Grindrod International Property Fund                           680,400 
 
 Peter Todd                                                     672,391 
 
 Stewart Shaw-Taylor                                            570,000 
 
 Gavin Tipper                                                   261,358 
 
 Stephen Carlin                                                 234,849 
 
 Andrew Rowell                                                   31,490 
 
 John Ruddy                                                      10,372 
 
 Total                                                      405,379,065

Redefine International plc has irrevocably undertaken to vote in favour of all resolutions to be proposed at the EGM on which it is entitled to vote, in respect of 230,772,000 Wichford Shares, representing approximately 21.7 per cent. of Wichford's entire issued share capital.

APPENDIX IV

DEFINITIONS

In this announcement, the following definitions apply unless the context requires otherwise:

 
 "Act"                                 the Companies Act 2006 (as amended) 
 
 "Admission"                           the re-admission of the Existing 
                                       Wichford Shares and the admission of 
                                       the New Wichford Shares to the Premium 
                                       Segment of the Official List becoming 
                                       effective in accordance with the 
                                       Listing Rules and the re-admission of 
                                       such Existing Wichford Shares and 
                                       admission of the New Wichford Shares to 
                                       trading on the London Stock Exchange's 
                                       Main Market for listed securities 
                                       becoming effective in accordance with 
                                       the Admission and Disclosure Standards 
                                       in each case as Wichford Shares if the 
                                       Consolidation is approved at the EGM 
 
 "Admission and Disclosure             the admission and disclosure standards 
  Standards"                           of the London Stock Exchange containing 
                                       among other things, the admission 
                                       requirements to be observed by 
                                       companies seeking admission to trading 
                                       on the London Stock Exchange's Main 
                                       Market for listed securities 
 
 "AIM"                                 the AIM market of the London Stock 
                                        Exchange 
 
 "Announcement Date"                   13 July 2011 
 
 "Annual Report and Accounts           the annual report and audited accounts 
  of Redefine"                         of the Redefine and Redefine Properties 
                                       International for the year ended 31 
                                       August 2010 
 
 "Articles"                            the articles of association of Wichford 
                                        as amended from time to time 
 
 "Associates"                          has the meaning given in the Listing 
                                        Rules 
 
 "Authorisations"                      authorisations, orders, grants, 
                                       recognitions, confirmations, 
                                       determinations, consents, clearances, 
                                       certificates, licences, permissions or 
                                       approvals including, but not limited 
                                       to, those required from the UKLA, the 
                                       Panel, the JSE and the South African 
                                       Reserve Bank Takeover Regulation Panel 
 
 "Backstop Capital Raising"            a fully pre emptive backstop equity 
                                       capital raising of Wichford (if 
                                       relevant) in an amount not exceeding 
                                       GBP100 million currently proposed to be 
                                       structured as a deeply discounted 
                                       rights issue by Wichford should the 
                                       Capital Raising not proceed 
 
 "Board"                               the board of directors of Redefine 
                                        or the board of Wichford Directors 
                                        (as the case may be) and the terms 
                                        "Redefine Board" and "Wichford 
                                        Board" shall be construed accordingly 
 
 "Business Day"                        any day on which banks are generally 
                                        open in England and Wales for the 
                                        transaction of business, other than 
                                        a Saturday, Sunday or public holiday 
 
 "Capital Raising"                     the proposed fully pre emptive capital 
                                        raising by Wichford in an amount 
                                        not exceeding GBP100 million, such 
                                        capital raising to be at a tight 
                                        discount to the prevailing mid market 
                                        share price of an issued Ordinary 
                                        Share 
 
 "Capital Raising Implementation       the agreement dated 13 July 2011 
  Agreement"                           entered into between Wichford, Redefine 
                                       Properties International and Redefine 
                                       Properties relating to the Capital 
                                       Raising and (if relevant) the Backstop 
                                       Capital Raising 
 
 "CIF law"                             the Collective Investment Funds 
                                       (Jersey) Law 1988, as amended 
 
 "City Code" or "Code"                 the City Code on Takeovers and Mergers 
 
 "Closing Price"                       the closing middle market price of 
                                        a relevant share as derived from 
                                        SEDOL on any particular day 
 
 "Combined Circular and                the combined circular and prospectus to 
  Prospectus"                          be published by Wichford and to be sent 
                                       to Wichford Shareholders outlining the 
                                       Offer and containing the notice 
                                       convening the Wichford General Meeting 
                                       and containing information on, amongst 
                                       other things, Wichford, the Enlarged 
                                       Company and the New Wichford Shares 
 
 "Companies Act 2006"                  the Companies Act 2006, and shall be 
                                       construed as a reference to it as it 
                                       may from time to time be amended, 
                                       modified or re-enacted 
 
 "Concert Party"                       Redefine Properties International, 
                                       together with Redefine Properties, 
                                       Gavin Tipper, Michael Watters, Andrew 
                                       Rowell, John Ruddy, Peter Todd, Greg 
                                       Heron, Stephen Carlin, Stewart 
                                       Shaw-Taylor, Stephen Oakenfull and 
                                       Corovest Offshore Limited 
 
 "Conditions"                          the conditions to the Offer set out 
                                        in Appendix I of this announcement 
 
 "CREST"                               the system for the paperless settlement 
                                       of trades in securities and the holding 
                                       of uncertificated securities operated 
                                       by Euroclear in accordance with the 
                                       Uncertificated Securities Regulations 
                                       2001 
 
 "Deutsche Bank"                       Deutsche Bank AG, London Branch 
 
 "Enlarged Company"                    Wichford (including Redefine) following 
                                        the Effective Date 
 
 "EPRA Earnings per Share"             recurring earnings from core 
                                       operational activities of Wichford as 
                                       defined by EPRA Best Practices 
                                       Recommendations divided by the weighted 
                                       average number of Wichford Shares for 
                                       the corresponding period 
 
 "EPRA Net Asset Value per             net asset value adjusted to include 
  Share"                               properties and other investment 
                                       interests at fair value and to exclude 
                                       certain items not expected to 
                                       crystallise in a long term property 
                                       business model as defined by EPRA Best 
                                       Practices Recommendations divided by 
                                       the number of Wichford Shares in issue 
                                       at the end of the relevant period 
 
 "Euroclear"                           Euroclear UK & Ireland Limited 
 
 "Existing Wichford Shares"            the Wichford Shares in issue at the 
                                        Offer Record Date 
 
 "Extraordinary General                the extraordinary general meeting 
  Meeting" or "EGM"                     of Wichford to be held at Top Floor, 
                                        14 Athol Street, Douglas, Isle of 
                                        Man IM1 1JA at 12.00 on 27 July 2011 
                                        notice of which is set out in the 
                                        Wichford Prospectus 
 "First Closing Date"                  22 August 2011 
 
 "Form of Acceptance"                  the form of acceptance and authority 
                                        relating to the Offer which will 
                                        accompany the Offer Documentation 
 
 "FSA" 
 
 "FSMA"                                Financial Services and Markets Act 
                                        2000 (as amended) 
 
 "hard copy form"                      the United Kingdom Financial Services 
                                        Authority 
 
 "Implementation Agreement"            the agreement dated 13 July 2011 
                                        between Wichford and Redefine in 
                                        relation to the implementation of 
                                        the Offer 
 
 "Independent Directors"               the independent directors of Redefine 
 
 "Independent Shareholders"            the Shareholders excluding Redefine 
                                        and (if relevant) Redefine Properties 
                                        International 
 
 "Investment Adviser"                  WPML 
 
 "Investment Adviser's Agreement"      an Investment Adviser's Agreement 
                                        between Wichford and WPML 
 
 "JSE"                                 Johannesburg Stock Exchange 
 
 "Listing Rules"                       the rules and regulations made by 
                                        the UKLA under FSMA and contained 
                                        in the UKLA's publication of the 
                                        same name, as amended from time to 
                                        time 
 
 "London Stock Exchange"               London Stock Exchange plc 
 
 "Merger"                              the proposed merger of Wichford with 
                                        Redefine pursuant to the Offer 
 
 "NAV"                                 net asset value 
 
 "New Wichford Shares"                 the Wichford Shares proposed to be 
                                        issued and credited as fully paid 
                                        pursuant to the Offer 
 
 "Offer"                               the takeover offer as defined in 
                                       section 974 of the Companies Act 2006 
                                       being made to all Redefine shareholders 
                                       to acquire all issued and outstanding 
                                       Redefine shares as set out more fully 
                                       in the Offer Documentation 
 
 "Offer Documentation"                 the documents to be sent to Redefine 
                                        Shareholders setting out, inter alia, 
                                        the terms and conditions of the Offer 
                                        and the Form of Acceptance 
 
 "Offer Period"                        the period commencing. 15 November 2011 
                                       until whichever of the following dates 
                                       shall be the latest: (a) 1.00p.m. 
                                       (London time) on the First Closing 
                                       Date; (b) the date on which the Offer 
                                       lapses; or (c) the date on which the 
                                       Offer becomes unconditional 
 
 "Official List"                       the official list maintained by the 
                                        UKLA 
 
 "Overseas Persons"                    Redefine Shareholders who are resident 
                                       in, ordinarily resident in, or citizens 
                                       of, jurisdictions outside the United 
                                       Kingdom where the Offer or the sale, 
                                       issue or transfer of Redefine Shares or 
                                       would be a contravention of applicable 
                                       law 
 
 "Panel"                               the Panel on Takeovers and Mergers 
 
 "person with information              a person in respect of whom a 
  rights"                              nomination pursuant to the provisions 
                                       of the Companies Act has been made (and 
                                       has not been suspended, revoked or 
                                       ceased to have effect) by a registered 
                                       shareholder in Redefine which has its 
                                       registered office in the United Kingdom 
                                       for that person to receive a copy of 
                                       all communications that Redefine sends 
                                       to its shareholders generally or to any 
                                       class of its shareholders that includes 
                                       the registered shareholder making the 
                                       nomination 
 
 "Pounds", "pence" and "GBP"           the lawful currency of the United 
                                        Kingdom 
 
 "R or Rand"                           the lawful currency of The Republic 
                                        of South Africa 
 
 "Redefine"                            Redefine International plc, registered 
                                        in Jersey (no. 91277) 
 
 "Redefine Board Recommendation"       the form of recommendation of the 
                                       Redefine Board to the Redefine 
                                       Shareholders contained in the Offer 
                                       Documentation 
 
 "Redefine Directors" or               Redefines's directors from time to 
  "Redefine Board"                      time, being those persons on the 
                                        Announcement Date 
 
 
 "Redefine Group"                      Redefine and its subsidiary 
                                       undertakings 
 
 "Redefine Ordinary Shares"            ordinary shares of 1 pence each in 
                                        the capital of Redefine 
 
 "Redefine Properties"                 Redefine Properties Limited 
                                       (registration number 1999/018591/06), a 
                                       public company duly incorporated and 
                                       registered in terms of the laws of 
                                       South Africa and listed on the JSE, 
                                       with its registered address at 3rd 
                                       Floor, Redefine Place, 2 Arnold Road, 
                                       Rosebank, 2196, South Africa 
 
 "Redefine Properties International"   Redefine Properties International 
                                       Limited (registration number 2010/ 
                                       009284/06) a public company duly 
                                       incorporated and registered in terms of 
                                       the laws of South Africa and listed on 
                                       the JSE, with its registered address at 
                                       3rd floor, Redefine Place, 2 Arnold 
                                       Road, Rosebank, 2196, South Africa 
                                       (formerly Kalpafon Limited) 
 
 "Redefine Properties International    a linked unit, each comprising one 
  linked unit"                         Redefine Properties International share 
                                       indivisibly linked to one Redefine 
                                       Properties International debenture 
 
 "Redefine Properties International    holders of all the issued Redefine 
  unitholder"                           Properties International linked units 
                                        in the capital of Redefine Properties 
                                        International 
 
 "Redefine Shareholders"               holders of Redefine Shares 
 
 "Redefine Shares"                     Redefine Ordinary Shares in existence 
                                        prior to the acquisition thereof 
                                        as contemplated in the Offer 
 
 "Registrar of Companies"              the Registrar of Companies in England 
                                        and Wales, within the meaning of 
                                        the Companies Act 2006 
 
 "Regulatory Information               any of the services set out in Appendix 
  Service"                              3R to the Listing Rules 
 
 "Relationship Agreement"              the agreement dated 13 July 2011 
                                       between Wichford and Redefine 
                                       Properties International relating to 
                                       certain governance matters in respect 
                                       of the Enlarged Company, should the 
                                       Merger be completed 
 
 "Relevant Authority"                  any central bank, government, 
                                       government department or governmental, 
                                       quasi-governmental, supranational, 
                                       statutory, regulatory or investigative 
                                       body, authority (including any national 
                                       anti-trust or merger control 
                                       authority), court, trade agency, 
                                       association, institution or 
                                       professional or environmental body or 
                                       any other person or body whatsoever in 
                                       any relevant jurisdiction 
 
 "Resolutions"                         the resolutions to be proposed at 
                                        the Extraordinary General Meeting 
 
 "RIFM"                                Redefine International Fund Managers 
                                       Limited, a company incorporated in the 
                                       British Virgin Islands (registration 
                                       number 605116) with its registered 
                                       office at Capital Building, Wickhams 
                                       Cay 11, PO Box 2221, Road Town, Tortola 
                                       British Virgin Islands, V6111D 
 
 "SARB"                                South African Reserve Bank 
 
 "Shareholders"                        holders of Wichford Shares from time to 
                                       time, including Redefine shareholders 
                                       who receive New Wichford Shares 
                                       pursuant to acceptance of the Offer, 
                                       assuming the Merger completes in 
                                       accordance with its terms 
 
 "subsidiary", "subsidiary             have the meanings ascribed to them 
  undertaking" and "undertaking"        under the Companies Act 2006 
 
 "UKLA"                                the UK Listing Authority, being the 
                                        Financial Services Authority acting 
                                        in its capacity as the competent 
                                        authority for the purposes of Part 
                                        IV of FSMA 
 
 "United Kingdom" or "UK"              United Kingdom of Great Britain and 
                                        Northern Ireland 
 
 "United States", "US" or              the United States of America, its 
  "USA"                                 territories and possessions, any 
                                        State of the United States of America 
                                        and the District of Columbia 
 
 "US Person"                           a US person as defined in Regulation 
                                        S under the US Securities Act 
 
 "US Securities Act"                   the United States Securities Act 
                                        of 1933 (as amended) 
 
 "VAT"                                 any value added tax imposed under 
                                        Directive 2006/112/EC, the Value 
                                        Added Tax Act 1994 and/or any primary 
                                        or secondary legislation supplemental 
                                        to either of them 
 
 "Whitewash Resolution"                the resolution to approve the waiver of 
                                       Rule 9 of the City Code as set out in 
                                       the notice convening the Extraordinary 
                                       General Meeting 
 
 "Wichford"                            Wichford P.L.C., registered in the 
                                        Isle of Man with registered number 
                                        11198c 
 
"Wichford Board" or Wichford          Wichford's directors from time to time 
 Directors" 
 
"Wichford Board Recommendation"       the form of recommendation of the 
                                      Wichford Board to the Wichford 
                                      Shareholders contained in the Combined 
                                      Circular and Prospectus 
 
"Wichford General Meeting"            the general meeting of Wichford to 
                                      consider and, if thought fit, to approve 
                                      the Wichford Resolutions 
 
"Wichford Group"                      Wichford and its subsidiary undertakings 
 
"Wichford Prospectus"                 the Combined Circular and Prospectus 
 
"Wichford Resolutions"                the resolution or resolutions to be 
                                      proposed at the Wichford General Meeting 
                                      to, among other matters, approve the 
                                      Offer and authorise the Wichford 
                                      Directors to allot the New Wichford 
                                      Shares 
 
"Wichford Shareholders"               holders of Wichford Shares 
 
"Wichford Shares"                     the existing ordinary shares of 1 pence 
                                       each in the share capital of Wichford 
                                       prior to the Offer, and ordinary shares 
                                       of 7.2 pence each in the share capital 
                                       of Wichford following the Merger 
 
"WPML"                                Wichford Property Management Limited

Unless otherwise stated, all times referred to in this announcement are references to the time in London.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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