REDEFINE PROP INTERNATIONAL LTD - Apportionment in respect of the unbundling of the RI PLC shares to RIN linked unitholders

Apportionment in respect of the unbundling of the RI PLC shares to RIN linked unitholders

REDEFINE PROPERTIES INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/009284/06)
JSE share code: RIN ISIN: ZAE000149282
(“RIN” or “the company”)


APPORTIONMENT IN RESPECT OF THE UNBUNDLING OF THE RI PLC SHARES TO RIN LINKED UNITHOLDERS


RIN linked unitholders are referred to the circular dated 19 September 2013 (“the circular”) relating to, inter alia, the
unbundling by RIN of its sole asset, being a 61.8% holding in Redefine International P.L.C. (“RI PLC”) (“the
unbundling”), following the inward listing of RI PLC on the JSE and the subsequent de-listing of RIN from the JSE and
the winding up of RIN.

The directors of RIN have declared an interest distribution for the six month period ended 31 August 2013 (the “August
distribution”) in an amount of 26.11 ZAR cents per RIN linked unit and a special distribution for the period
1 September 2013 to 28 October 2013 (the “special distribution”) in an amount of 8.52 ZAR cents per RIN linked unit.
Neither the August distribution nor the special distribution will be settled in cash. Instead, both distributions will give rise
to loan accounts (the “distribution loans”) that will be settled by the in specie distribution of the RI PLC shares in terms
of the unbundling. The August distribution has been determined based on RI PLC’s second interim dividend for the six
months ended 31 August 2013 of 1.635 pence per RI PLC share and the September distribution has been determined on a
basis which assumes that the trading conditions for the six months ended 31 August 2013 remain unchanged for the
period to which the distribution relates. Both the August distribution and the special distribution have been translated
from Pounds Sterling to South African Rands using an exchange rate of GBP1.00: ZAR15.9684.

As set out in the circular, the distribution by RIN to give effect to the unbundling will take the following form:

- an in specie repayment of the distribution loan in an amount of 34.63 ZAR cents per RIN linked unit arising from the
  declaration of the August distribution and the special distribution;
- an in specie repayment of the debenture capital in terms of the debenture trust deed in an amount of R5.00 per RIN
  linked unit, equivalent to the face value of the RIN debentures;
- a return of RIN’s contributed tax capital in an amount of 181.93 ZAR cents per RIN linked unit; and
- a dividend in specie in an amount of 57.92 ZAR cents per RIN linked unit.

In respect of the dividend in specie RIN’s advice is that any dividends tax which is payable on the dividend in specie is, in
terms of the Income Tax Act of South Africa, 1962, a liability of the company and not of the company’s linked
unitholders. The following additional information in relation to the dividend in specie is disclosed in terms of the JSE
Listings Requirements regarding dividends tax:

- The local dividend tax rate is 15%.
- The company does not have any secondary tax on companies (STC) credits available for set-off against the dividend
  tax liability.
- The gross local dividend amount for unitholders exempt from paying dividends tax and the net local dividend
  amount for unitholders liable to pay dividends tax is 57.92 ZAR cents per share given that this is a liability of RIN
  and not of those unitholders liable to pay dividends tax.

The above amounts have been calculated based on the closing price of the RI PLC shares of 48.50 pence on the London
Stock Exchange on 30 October 2013 and an exchange rate of GBP1.00: ZAR15.9684.

In order to facilitate the implementation of the unbundling the RI PLC shares were transferred to a warehousing entity on
a loan account that was ceded to RI Nominees, on behalf of the RIN linked unitholders and settled by the delivery of the
RI PLC shares to RI Nominees for on delivery to the RIN linked unitholders in accordance with the timetable set out in
the circular. A summary of the potential South African taxation considerations of the unbundling for holders of RIN
linked units is set out in paragraph 3.6 of the circular. RIN linked unitholders are, however, advised in all circumstances
to seek their own advice regarding taxation.

1 November 2013

Corporate advisor, legal advisor and sponsor to RIN
Java Capital

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