Final Results

REDEFINE INTERNATIONAL P.L.C.

('Redefine International' or the 'Company' or the 'Group')

RESULTS FOR THE YEAR ENDED 31 AUGUST 2012

Redefine International, the diversified income focused property company, today announces its full year results for the year ended 31 August 2012.

Financial Highlights

·; Earnings available for distribution of £25.5 million (31 August 2011: £20.3 million), an increase of 25.6%

·; Basic loss per share of 21.7 pence (31 August 2011: 1.18 pence profit), largely due to non-cash valuation declines

·; Adjusted fully diluted EPRA NAV per share of 39.06 pence

·; Second interim dividend of 2.30 pence per share (31 August 2011: 2.10 pence), an increase of 9.5%

·; Total declared dividends for the year of 4.40 pence per share (31 August 2011: 4.13 pence), an increase of 6.5%

Operational Highlights

·; Successful restructuring or repayment of over £250 million of legacy financing facilities

·; Full integration of Redefine International and Wichford businesses successfully completed

·; Strong operating performance from Cromwell and Hotel property portfolio

·; Leases on the Malthurst portfolio (petrol filling stations) re-geared to 2025, extending the lease term for an additional five years

·; Full planning approval received for 287 residential units at Lyon and Equitable House, Harrow

·; Sale of the Company's 94% shareholding in the Justice Centre in Halle, Germany

·; £127.5 million raised through Firm Placing and Open Offer, post year end

Greg Clarke, Chairman, said:

"The year under review has been an exceptionally busy period and, I am pleased to report, will place the Company in a substantially stronger position for the 2013 financial year. The restructuring and repayment of a number of legacy debt facilities, together with the successful capital raise post year end, has significantly reduced the Group's leverage and strengthened its financial position, allowing a shift in focus from restructuring the balance sheet to enhancing the property portfolio. The outlook for much of the UK and Eurozone economies remains subdued. But, with a renewed focus on investment, the Company is now well placed for future growth at a time when there are attractive opportunities to make accretive acquisitions."

Meeting and conference call

A meeting for analysts and institutional investors will take place today at 09.00 (UK local time) at Redefine International, 2nd Floor, 30 Charles II Street, London, SW1Y 4AE. The meeting can also be accessed via a conference call dial in facility, starting at 09.00, using the details below. The presentation will be made available on the Company's website http://www.redefineinternational.com/investor-relations/financial-reports

Dial in number: UK Local +44(0)20 7136 2050 South Africa Local +27(0)11 019 7015

Confirmation Code: 7402335

For further information, please contact:

Chairman's Statement

The 2012 financial year has been one of consolidation and positioning the Company for its future development and growth.

At the time of the Merger with Wichford a number of short term objectives were set and, I am pleased to report, the majority of these have been achieved.

Significant progress has been made in dealing with the near term maturity of our legacy debt facilities relating to the UK regional office portfolio, integrating the two businesses and raising new capital.

The Company now has the benefit of a stronger capital base from which to make opportunistic investments and acquisitions and a renewed focus on delivering sustainable and growing income returns.

Capital Raise

Redefine International's highly successful capital raise post year end was of significant importance to the Company. The Firm Placing and Open Offer concluded on 9 October 2012 and raised £127.5 million before costs, well in excess of the initial target of £100 million. Take-up from qualifying shareholders under the Open Offer was 96.35% reflecting strong support from existing shareholders. A number of new institutional investors participated in the Firm Placing, widening the Company's shareholder base.

The success of the capital raising is a positive endorsement of the milestones that have been and continue to be achieved by the management team.

Financial Results

Earnings available for distribution for the year were 4.40 pence per share, in line with the forecast provided at the time of the merger. In a period in which there were significant challenges for the UK retail and regional office environment and austerity measures throughout the Eurozone and the UK, it is particularly pleasing to have achieved a strong operating and income performance.

The Group's Adjusted EPRA NAV removes the negative equity associated with certain non-recourse financing facilities, principally the Delta, Gamma and VBG portfolios. The restructurings of both the Delta and VBG portfolios were concluded post year end.

The Adjusted EPRA NAV as at 31 August 2012 was 39.06 pence per share, down 16.5% from 29 February 2012. EPRA NAV per share (unadjusted) decreased to 24.78 pence per share from 38.23 pence at 29 February 2012, largely as a result of significant declines in values for regional offices across the UK, which impacted our former Wichford properties despite their strong income-generating characteristics.

Operations

The performance of the portfolio varied substantially across our business segments. Overall, occupancy and income returns were stable despite tough trading conditions, particularly for the UK Retail portfolio. In a market with such divergent performances, the benefit of having diversified sources of income with strong covenants has been demonstrated.

The Hotel property portfolio performed strongly in a year that included both the Queen's Diamond Jubilee and the Olympics. The underlying hotel properties benefited from near full occupancy over the Olympic and Paralympic period and demand has remained robust, which is encouraging.

Our investment in Cromwell remains an important part of the business and we are confident that the quality of the underlying portfolio and recent investments will continue to provide strong income returns for our shareholders.

Dividend

The Board declared the second interim dividend of 2.30 pence per share on 20 September 2012, resulting in a total dividend of 4.40 pence per share for the financial year, reflecting a pay-out ratio of 100% of earnings available for distribution.

Prospects

Our success in strengthening the Group's financial position will allow an increasing shift in focus from restructuring legacy financing facilities to enhancing the property portfolio. The market continues the process of recapitalising assets financed prior to the credit crisis and the Company is now in a considerably stronger position to take advantage of these opportunities.

The anticipated changes to the UK REIT legislation were enacted in July 2012, paving the way to convert to a UK REIT without having to incur the previous conversion charge. The Company is in the process of fully assessing the benefits to shareholders of such a potential conversion and further announcements will be made in due course.

I would like to thank shareholders for their support through this restructuring period and the management team for their committed efforts to transforming the Group's balance sheet and ensuring the capital raising was successful.

Lastly, I would also like to thank my fellow directors who formed the new Board following the merger with Wichford. The Board has functioned well to guide the Company through this period of positive change.

Greg Clarke

Chairman

Redefine Properties International Limited ("RIN") Trading Statement

The Company refers to the announcement made today by its largest shareholder, RIN. In terms of the Listing Requirements of the JSE Limited, RIN is required to publish a trading statement when it is satisfied that a reasonable degree of certainty exists that the distribution per linked unit for the period to be reported upon next will differ by at least 15% from the distribution for the previous corresponding period. The Company notes RIN's trading statement and that it's expected range of distribution per linked unit for the year ending 31 August 2013, after factoring in the known effects of the recent capital raise, is broadly consistent with the latest published analyst guidance for Redefine International P.L.C. The financial results on which RIN's trading statement is based have not been reviewed or reported on by RIN's external auditors.

Our Business

Investment Strategy

The Group's strategy is focused on delivering sustainable and growing income returns through investment in high income yielding assets let to high quality occupiers on long leases. Development exposure is generally limited to asset management and ancillary development of existing assets in order to enhance and protect capital values. The Group aims to distribute the majority of its earnings available for distribution on a semi-annual basis, providing investors with attractive income returns and exposure to capital growth opportunities.

Investment Markets

The Group is focused on real estate investment in large, well developed economies with established and transparent real estate markets. The investment portfolio is geographically diversified across the UK, Europe and Australia providing exposure to the office, retail, industrial and hotel sectors.

Business Segments

Property portfolio by business segment at 31 August 2012

Note:

1. Figures for Cromwell reflect the Company's 23.08% share of Cromwell's property assets and net rental income. The investment value based on the 31 August 2012 share price is £132.1 million.

Figures (excluding Cromwell) assume 100% ownership of assets held in subsidiaries and jointly controlled entities.

Top 15 properties by value

Notes:

1. A 50% interest in the holding company which holds the VBG portfolio was sold on 9 October 2012

2. Redefine Hotel Management Limited

3. Jersey Financial Services Commission

UK Stable Income

Market

The UK market remains polarised between the core Central London and West End markets and the rest of the UK. The regional office market has seen significant increases in investment yields (lower valuations) as the general UK office market suffers from the highest void rate recorded by IPD. The majority of investment capital has focused on prime London assets. The relative pricing and performance of UK regional assets should move back into line with London at some point, although fundamentals suggest this is unlikely in the near term.

Performance

Against these exceptionally challenging market conditions, the portfolio was relatively resilient with occupancy at 93.3% (29 February 2012: 95.0%). Of the eight leases (59,657 sqft) which expire or were subject to break options during the year, five leases (38,228 sqft) were either renewed or re-let.

The UK Stable Income portfolio was valued at £404.7 million at 31 August 2012, a decline of 10.7% since 29 February 2012. This significant decline in value is reflective of the current lack of investment demand for offices outside London and the supply/demand imbalances in many regional towns. The Company benefits from secure cashflows and strong tenant covenants, although a strategy to focus on fewer and better quality assets is expected to provide better long term income security and more stable capital values.

Asset Management

Lyon House and Equitable House, Harrow

Full planning permission was granted in May 2012 for a residential-led mixed use redevelopment scheme. The scheme represents one of the most significant town centre developments to be granted planning permission in Harrow in the last five years.

The development will provide a total of 287 residential units, 49 of which will be affordable. In addition, approximately 33,000 sqft of modern flexible commercial space will be provided. The Company has concluded a development agreement with Metropolitan Housing Trust for the affordable element of the scheme and is in advanced negotiations with potential joint venture development partners.

Churchill Court, Crawley

The Company completed a £0.5 million refurbishment of Valiant House incorporating a re-modelled reception and marketing suite. The entire 27,000 sqft property is currently on the market for sale.

Crescent Centre, Bristol

The first half of a phased ground floor refurbishment programme was completed in April this year with the second phase completing in October 2012. 4,500 sqft of the ground floor is under offer to existing tenants.

St Anne House, Croydon

A planning application is being drawn up to convert the currently vacant 73,000 sqft office property into a hotel with residential apartments on the upper floors. Early stage negotiations are underway to pre-let 40,000 sqft to a major hotel franchise. The property is well located to benefit from the planned investment activity around the Whitgift Centre.

Malthurst, petrol filling station portfolio

Leases across the portfolio were re-geared to 2025, extending the previous unexpired term by five years. Three properties were sold post year end to Malthurst (the tenant) for £3.49 million as part of the re-gearing transaction. The book value of the sold properties was £3.83 million.

Strategy & Outlook

The priorities for 2013 are to reduce the Group's overall exposure to UK regional offices through the sale of assets and to improve the quality of the portfolio by retaining exposure to assets with long-term secure leases and/or higher value alternative uses.

As announced on 8 August 2012, the Company has already made progress through the restructuring of the Delta financing facility. Seven assets valued at £35.2 million will be retained with the remaining 16 assets valued at £61.5 million to be sold during the course of 2013/14, the proceeds of which will accrue to the servicer. The assets being retained (excluding the Lyon House, Harrow redevelopment site) have a WAULT in excess of 17 years providing long-term secure government income.

UK Retail

Market

It has been an exceptionally challenging year for the retail sector in light of the current economic climate. Continuous pressure is being applied on landlords to reduce rentals and service charges. In addition, there were a number of retailer administrations in the past twelve months, although this appears to have stabilised.

Demand from retailers continues to move towards larger shopping centres and out of town retail parks placing increasing pressure on smaller towns and high streets. Stronger retailers are responding to the changes in the retail environment by addressing their floor space requirements, focusing on fewer trading locations and offering a multichannel approach in combination with traditional stores.

Performance

The Company's exposure to regionally dominant shopping centres proved relatively defensive in a tough market. Footfall across the portfolio was broadly flat on the same period last year. This should be seen as a positive result in the context of shopping centres generally which saw national footfall declines of approximately 1.9%.

The UK Retail portfolio (including two properties held in jointly controlled entities) was valued at £224.1 million as at 31 August 2012, a decline of 9.4% since 29 February 2012. The decline in value reflects general market concerns surrounding retailers and future demand for retail space as well as lower rental income across the portfolio.

Occupancy increased in the second half of the year to 95.2% (29 February 2012: 94.8%) reflecting a number of successful lettings and tenant retentions. A total of 31 leases totalling 125,396 sqft were completed during the period which reflects positively against the 28 leases totalling 90,648 sqft that expired or were subject to tenant break options. The Company has succeeded in limiting the effects of retailer administrations by re-letting vacant stores and working with retailers to ensure the shopping experience is unaffected. Overall new lettings were done at lower rental levels, particularly where deals were struck with new owners of those retailers that went into administration.

UK Retail at a glance

Figures assume 100% ownership of property assets in subsidiaries and jointly controlled entities.

1 Excludes Crewe

Asset Management

Asset management initiatives have focused heavily on protecting occupancy and income. Longer term value is being created by investing in a number of centres, particularly Birchwood, Warrington and St Georges, Harrow.

Birchwood, Warrington

Focusing on the eastern section of the centre, the project involves a comprehensive refurbishment of the existing mall including a replacement of the existing ceilings, flooring, a new glazed entrance, new public square and washroom facilities, providing a refreshed and more modern shopping environment. The refurbishment provides an additional 50,000 sqft of retail floor space, arranged as eight new units. Phases one and two of the redevelopment are now complete.

Two units of 19,000 sqft and 9,000 sqft have been pre-let to Home Bargains and QVC respectively, whilst a further 10,000 sqft unit is under offer to a national discount retailer. Advanced discussions are underway in respect of the remaining units.

Practical completion is set for Spring 2013, when Home Bargains take occupation.

St George's, Harrow

Asset management initiatives to modernise the centre and reposition it towards leisure elements are progressing well. The works will create a contemporary new look including modern double height shop fronts on the ground floor and three new kiosks in the ground floor atrium. The strategy is to reposition St George's as the leisure and shopping destination of choice in the wider catchment area and the creation of additional 'casual dining' restaurants around the atrium is a key step in delivering this.

A planning application for a change of use to A3 uses (restaurant and cafes) was successful and a number of key lettings have been completed or agreed. Pizza Express has signed a new 25 year lease subject to a tenant only break option at year 15 at a rent of £79,300 p.a. The restaurant opened in October 2012. In addition, a lease with a multi-national restaurant chain is in legal negotiations for approximately 4,000 sqft. Other lettings included Deichmann Shoes which completed on a new ten year lease at a rent of £110,000 p.a. and opened in October 2012.

Disposal

On 31 August 2012, the Group disposed of a 31.25% shareholding in Ciref Coventry Limited, the holding company of West Orchards Coventry Limited. The disposal was for a nominal amount and resulted in the West Orchards Shopping Centre now being held through a jointly controlled entity.

Strategy & Outlook

Many retailers are likely to remain under pressure until stronger economic growth and consumer confidence returns. Occupancy and income protection are therefore expected to be priorities in the near term

The faster pace at which lenders are now reducing their legacy loan books is bringing new opportunities to the market. The Company will remain opportunistic toward well priced, dominant shopping centres with a greater focus on the South East.

Europe

Market

The majority of the Group's investments are in German discount retail assets let to predominantly multi-national discount retailers, and office assets let to government-backed organisations. The market for secure income generating assets remains strong as investors look for income returns in an exceptionally low interest rate environment.

Performance

The European portfolio was valued at €240.6 million or £190.6 million at 31 August 2012, a decline of 1.7% since 29 February 2012 in local currency terms. Occupancy remained high at 99.3% (29 February 2012: 100.0%) and rental income continues to benefit from indexation, albeit inflation remains below historic averages.

Investment & Asset Management

Asset management activity during the period focused on extending short term leases and enhancing income security. A total of seven leases totalling 65,956 sqft were extended for an average of 9.8 years.

The Company completed the acquisition of a retail property in Waldkraiburg and exchanged contracts for the purchase of a retail property in Kaiserslautern during the period. Both investments are held in jointly controlled entities with Menora Mivtachim ("Menora"), a leading Israeli insurance company. The aggregate purchase price of €16.0 million (£12.6 million) reflects a yield on equity in excess of 10%. Both assets are newly constructed and fully let to predominantly multi-national discount retailers on leases of between 10 and 15 years linked to 75% of German CPI.

The restructuring of the VBG portfolio was completed following the year end, again in joint venture with Menora. The investment reflected an initial yield on equity in excess of 19.0%. The VBG assets comprise four individual office properties situated in Berlin, Dresden, Cologne and Stuttgart in Germany, all of which are let to a German government-backed social insurance body. The leases have unexpired terms of between 7.6 years and 12.4 years and are indexed to 100% of German CPI. The VBG portfolio, following completion of the restructuring has a current rent roll of €7.6 million p.a.

Strategy & Outlook

The process of restructuring the portfolio and exiting certain legacy Wichford assets is largely complete following the sale of the Justice Centre in Halle and the restructuring of the VBG portfolio. Further investment will be focused on German discount retail assets let to tenants with strong covenants where there are opportunities to generate double digit income yields with indexation.

Hotel properties

Market

As expected, the London hotel market has benefited from a year which included both the Queen's Diamond Jubilee and the Olympics. August was an exceptional month with Revpar growth at 41.0% higher than 2011.

Although there are some overall concerns in the market that there may be a slowdown in the post Olympic period as a result of increased supply and generally weak economic conditions, there has been no evidence of this in the Group's Hotel Property portfolio with the underlying tenant business continuing to trade well. The Company's focus on the branded limited service sector is anticipated to provide more stable and consistent performance over the longer term.

Performance

The Hotel property portfolio was valued at €123.4 million at 31 August 2012, unchanged since 29 February 2012. Investment and occupational demand for limited service hotels in London remains strong as evidenced by the number of operators and hotel brands looking to expand into this market.

Underlying Performance

The Company sets a fixed annual rental which is reviewed annually. Redefine Hotel Management Limited ("RHML") which operates the hotel business on its own account continues to perform well and, while activity levels in 2013 are expected to be slightly below that of 2012 due to fewer major events, trading in recent months has been encouraging.

Investment & Asset Management

A programme of refurbishment and reinvestment was carried out across the portfolio during the financial year to ensure the Group's hotel properties provide modern and well specified accommodation.

Construction of an additional 50 rooms is set to commence in the new financial year at the Southwark Holiday Inn Express and is anticipated to be completed in August 2013. The Company aims to enter into a forward funding commitment to acquire the completed rooms on a pre-agreed return to match the existing yield.

Strategy & Outlook

The strategy to focus on branded London-based limited service hotel properties will be maintained. The Company will look to capitalise on the wider Group's established hotel management platform to acquire assets from distressed or undercapitalised owners in order to grow the portfolio. A number of acquisition opportunities are currently being considered.

Cromwell Property Group

The Cromwell Property Group ("Cromwell")

Cromwell is an internally managed Australian Real Estate Investment Trust (A-REIT) with a property investment portfolio in excess of AUD 1.7 billion (£1.1 billion) together with a fund management business that promotes and manages unlisted property investments. Cromwell has an enviable track record of developing and owning high quality investment products whilst delivering consistent returns to investors.

Cromwell trades on the Australian stock exchange as a stapled security comprising Cromwell Corporation Limited (which manages the funds management brand and the property operations) and Cromwell Diversified Property Trust (which owns the AUD 1.7 billion property portfolio).

Performance

Cromwell produced a strong set of operating and financial results for their financial year ended 30 June 2012. Highlights included:

·; Operating profit increased by 23% to AUD 80.0 million (7.5 cps)

·; Increase in like for like property income of 6.8%

·; Growth in operating EPS of 6.0%

·; Distributions maintained at 7.0 cps with guidance of 7.25 cps for FY2013, providing a forward yield of 9.7% on the share price as at 31 August 2012

·; Net tangible assets per security (excluding interest rate swaps) of 71 cps.

During the year Redefine International increased its shareholding in the company from 21.7% to 23.08%. This subsequently reduced to 22.14% when Cromwell issued securities after year end to acquire the unlisted Cromwell Property Fund.

Investment & Asset Management

The underling property portfolio remains focused on commercial offices (93% by gross income) with balanced exposure to Brisbane, Sydney, Melbourne and Canberra. Government and listed companies account for approximately 84% of gross income providing strong covenants and income security.

The recent acquisitions of HQ North Tower in Brisbane for AUD 186 million and the Bundall Corporate Centre on the Gold Cost for AUD 63 million provide opportunities for asset management and capital growth.

Strategy & Outlook

Cromwell's strategy remains focused on managing a portfolio of Australian assets with long lease profiles and quality tenants. Growth in operating earnings is expected to be underpinned by property earnings before the contribution from fund management activities or other transactions. Cromwell is well positioned to deliver the strong property income returns historically achieved whilst being able to take advantage of current market conditions to buy quality property at attractive prices.

Portfolio Summary

Portfolio overview by business segment

Business segments - market values

Notes:

1. Figures reflect Redefine International's effective 23.08% share of Cromwell's property assets and net rental income at 31 August 2012. The value of the investment in Cromwell at 31 August 2012 is £132.1 million based on the year end price of 75 cent per stapled security.

The Cromwell property portfolio consists of 22 assets with a market value of AUD 1.72 billion (£1.2 billion) as at 30 June 2012.

Figures (excluding Cromwell) assume 100% ownership of property assets held in subsidiaries and jointly controlled entities.

Business segments - gross rental income

Notes:

1. Cromwell rental income reflects Redefine International's effective 23.08% share of Cromwell's property assets and net rental income at 31 August 2012.

Figures (excluding Cromwell) assume 100% ownership of property assets held in subsidiaries and jointly controlled entities.

Business segments - valuation movement since 29 February 2012

Notes:

1. Includes the effect of foreign exchange movement during the period. Values in local currency declined 1.7%.

2. Cromwell reflects investment value at a closing share price of 75.0 Australian cents per stapled security.

3. Acquisition of Waldkraiburg. The valuation movement reflects the effect of the foreign exchange rate movement only.

Figures (excluding Cromwell) assume 100% ownership of property assets held in subsidiaries and jointly controlled entities.

Portfolio overview by sector

Property sectors at 31 August 2012

Note:

Excludes Cromwell and assumes 100 per cent. ownership of property assets held in subsidiaries and jointly controlled entities.

Financial Review

Overview

These results reflect the first full year of trading following the reverse acquisition of Wichford on 23 August 2011. As reverse acquisition accounting was applied on the transaction between Redefine International Holdings Limited ("RIHL") and Wichford with RIHL being identified as the accounting acquirer, the comparative figures shown in the Income Statement are those of RIHL.

Consequently, gross rental income was £76.2 million, up 184.3% on the comparable period. Earnings available for distribution were £25.5 million, up 25.6% on the prior year.

Notwithstanding the increased earnings available for distribution, the Group delivered a loss attributable to equity holders of the parent of £124.76 million for the twelve months ended 31 August 2012. The key driver of this loss was a net decrease in the fair value of the Group's investment property and assets held for sale of £126.9 million. £94.6 million of the fair value loss relates to the historic "Wichford" UK portfolio, including assets in the Gamma and Delta portfolios.

The debt facility secured against the Delta portfolio has been successfully restructured subsequent to the financial year end and the Gamma facility is currently under negotiation with the loan servicer. As both of these facilities are non-recourse to the Group, the negative equity associated with the portfolios of £61.9 million or 10.17 pence per share has been excluded from the calculation of Adjusted NAV per share.

Additional items impacting the results of the Group for the year include:

·; A £25.9 million increase in finance costs due to the amortisation of the fair value adjustment which arose on the VBG, Gamma and Delta facilities at the date of the reverse acquisition of Wichford. These is a non-cash, IFRS adjustments, which will reverse upon sale or re-structuring of the underlying assets on which the non-recourse loans are secured.

·; A net increase in the fair value of the interest rate derivatives held by the Group of £10.0 million. The gain was principally due to the near-term expiry of the Delta and Gamma interest rate swaps.

·; An unrealised profit of £6.0 million from equity accounted entities, mainly due to the continued strong performance of Cromwell.

Net assets

The items mentioned above have contributed to a decrease in the fully diluted EPRA net asset value per share, from 50.72 pence in the prior year to 24.78 pence per share. EPRA NAV is used as a reporting measure to better reflect underlying net asset value attributable to shareholders by removing the cumulative fair value movements of interest rate derivatives and deferred tax.

The EPRA NAV as at 31 August 2012, includes items which, in the opinion of the Board, should be adjusted in order to better reflect the underlying value of the Group. An "Adjusted EPRA net asset value" has therefore been calculated as follows:

Notes

1. The net VBG portfolio debt value as at 31 August 2012 was in excess of the current investment property value. Following the restructuring which was completed subsequent to the year end, the negative net asset value position has been reversed, leading to a positive effect on net asset value per share of 2.86 pence per share.

2. Following the successful completion of the Delta restructuring announced on 15 October 2012, the negative net asset value position of 2.95 pence per share is expected to reverse over the remaining term of the loan.

3. The Gamma portfolio debt values were in excess of the current investment property values at the year end. Following a proposed restructuring and taking into account the non-recourse nature of the portfolio, the negative net asset value position is anticipated to reverse in the foreseeable future, leading to a positive effect on net asset value per share of 7.22 pence.

4. Cromwell has been equity accounted at a net asset value of AUD 69.8 cents per security at 31 August 2012. The market price of Cromwell at 31 August 2012 was 75.0 cents per security and hence, should the Cromwell investment have been accounted for at fair value at this date, it would have led to a write-up of 1.25 pence per share.

Earnings available for distribution

The Company's policy is to distribute the majority of its earnings available for distribution in the form of dividends to shareholders. Considering the earnings available for distribution at the year end, the Board declared a second interim dividend of 2.30 pence per share on 20 September 2012, payable to shareholders on 22 November 2012. No final dividend is proposed. Taken together with the first interim dividend of 2.10 pence per share, the full year dividend was 4.40 pence per share, an increase of 6.5% on the prior year and in line with the forecasted distribution presented in the reverse acquisition prospectus in July 2011. This was a pleasing result considering the challenging market conditions and is confirmation of the resilience of the Group's underlying earnings despite the negative asset revaluations incurred during the year.

The earnings available for distribution excludes any capital and one-off items and the figure is used by the Board as its measure of underlying earnings performance. The statement of earnings available for distribution is presented as follows:

Summary

Financing and capital

Although the Group's continued efforts to strengthen the balance sheet did not significantly impact the position at 31 August 2012, the completion of the VBG and Delta restructurings, as well as the £127.5 million capital raising, have significantly improved the balance sheet following the year end.

Looking ahead, the Group will look to deploy funds to both reduce gearing and seek yield enhancing investment opportunities. Despite the limited amount of lending availability as a result of the regulatory and liquidity issues that continue to affect banks and financial institutions across Europe, the cost of debt finance is attractive relative to almost all investment yields and means that debt, where available, is earnings accretive to the vast majority of transactions.

The nominal value of the Group's debt facilities at 31 August 2012 was £744.7 million (£858.1 million including its attributable share of debt in subsidiaries and jointly controlled entities). A pro-forma position of the investments and related debt financing has been set out in the table below to show the effect of the capital raise and various debt restructurings and repayments completed after 31 August 2012.

Details of the repayment and restructuring of facilities which took place after 31 August 2012 are set out below:

VBG

The Company announced that it had completed the restructuring of all four VBG assets and the associated financing facilities on 8 October 2012. The restructuring and refinancing of the VBG portfolio and financing facilities has resulted in the Company owning a 50% interest in the VBG assets together with Menora as its joint venture partner.

As part of the restructuring, the Company agreed to sell, for a nominal amount, 50% of its interest in the VBG holding company to Menora. This newly established joint venture company, together with certain of its subsidiaries, reached agreement with the servicer of the VBG facilities to dispose of the VBG assets to new subsidiary companies within the joint venture vehicle. The proceeds from the disposal of approximately €80.0 million were used to settle the original VBG facilities in full. The facilities had an outstanding balance of €117.3 million.

The gross acquisition cost (inclusive of transaction costs) of approximately €84.9 million was partly funded by the joint venture company with a new five year €57.0 million debt facility secured from DG Hyp, with both joint venture partners injecting €14.0 million (£11.7 million) for their 50% interests. The new debt facility has been secured at a margin of 1.72% p.a. which, together with a swap rate of 0.915% p.a., provides an all-in rate of 2.64% p.a., resulting in an initial yield on equity in excess of 19.0% on the Group's investment.

Delta

The Company announced on 15 October 2012 that the agreement to extend and restructure the £114.6 million Delta facility had been completed. The restructuring involved the repayment of £33.5 million of debt in consideration for the release from charge of a portfolio of seven assets, including the Lyon House, Harrow development site and six other assets let to predominantly UK central government occupiers. The repayment of debt associated with the six income producing assets reflects a net initial yield of 7.6% and a weighted average unexpired lease term in excess of 17 years.

The maturity date of the Delta facility has been extended to 15 April 2015 subject to the Company meeting certain limited annual disposal targets, which the Company considers achievable, in respect of the remaining 16 Delta portfolio assets. The disposal proceeds, together with amortisation requirements, will be applied to reducing the remaining £81.1 million facility balance. The facility remains non-recourse to the Group.

Gamma

The Company continues to negotiate and explore restructuring options in connection with the £199.7 million Gamma facility. The facility matured on 15 October 2012 and is currently subject to a Standstill Agreement whilst negotiations are in progress. The facility is non-recourse to the Group.

Other facilities

The Group completed the restructuring of the Delamere Place, Crewe Facility with Aviva in May 2012. The outstanding loan balance of £17.5 million in Delamere Place Crewe Limited was replaced by Mezzanine Capital Limited and subsequently settled with Aviva for a £11.0 million cash payment.

As at 31 August 2011 the Malthurst portfolio was ungeared. A new £11.8 million facility with HSBC was put in place on 30 September 2011 with a five year term at an all-in rate of 4.19%. The loan reflects an LTV of 49.3%, in line with the Group's strategy of reducing LTV's, and has allowed the Group to take advantage of the current low interest rate environment.

Equity Raising

On 13 September 2012, Redefine International announced details of a proposed Firm Placing and Open Offer to raise £127.5 million (£122.5 million net of expenses) through the issue of 490,384,616 New Ordinary Shares at an Issue Price of 26 pence per New Ordinary Share.

The Company announced on 4 October 2012 that it had received valid applications under the Open Offer in respect of 386,517,950 New Ordinary Shares from Qualifying Shareholders. In addition, 89,223,606 Firm Placed Shares were placed with certain institutional and other investors pursuant to the terms of the Firm Placing. As a consequence the Company raised, through its Firm Placing and Open Offer, gross proceeds of £127.5 million.

The New Ordinary Shares were admitted to trading on 9 October 2012. These New Ordinary Shares are not eligible for the second interim dividend, as announced on 20 September 2012, but rank pari passu in all other respects with the existing ordinary shares as at the date of issue. The Ordinary Shares were consolidated on 11 October 2012 on a 0.9 for 1 basis, following which the Company's issued ordinary share capital comprises of 962,855,467 Ordinary Shares of 8.0 pence each.

Cashflow

The cash flow statement reflects a net operating cash inflow before financing costs of £74.06 million (31 August 2011: £35.1 million), a substantial increase from 2011.

Operating cash flows after interest and taxation amounted to £20.1 million, up 63% from the prior year. A net reduction of £58.9 million on acquisitions from the prior year was directly related to the focus on renegotiation of current debt facilities and implementing the capital raising. The major outflow for the year was the additional investment in Cromwell following the subscription for 51,470,588 new Cromwell stapled securities for an amount of AUD 35 million (£22.6 million) in terms of an underwriting commitment for the Cromwell capital raising. The additional investment in Cromwell was partly financed by the placement of 12,750,000 shares to Redefine Properties International Limited on 1 February 2012, at a price of 37.0 pence per share and utilising the existing facility with Investec (Australia) Limited.

The repayment of loans and borrowings include a one-off repayment of the Delamere Place, Crewe facility amounting to £11.0 million as well as £5.5 million of loan amortisations. The proceeds from loans and borrowings largely comprise a new £11.8 million, five year facility for the Malthurst portfolio and a £7.6 million increase in the Investec facility referred to above.

Dividends paid during the period, being the final August 2011 dividend and the February 2012 interim dividend amounted to £24.1 million.

Hedging

The Group utilises derivative instruments, including interest rate swaps and interest rate caps to manage its interest-rate exposure. At 31 August 2012, the net fair value liability of the Group's derivative financial instruments was £9.4 million. The decrease in the liability of £12.9 million from the prior year, including the effects of foreign exchange, was principally due to the near-term expiry of the Delta and Gamma interest rate swaps and the disposal of Halle.

The Group has a hedging policy which requires at least 75% of all interest rate exposures exceeding one year to be on a fixed or capped rate basis. At 31 August 2012, Group debt (including its economic interest of subsidiaries and jointly controlled entities) was 93.3% fixed. For facilities with interest rate swaps or caps attached, the interest rates are fixed or capped for the duration of the facility. The Group has not applied hedge accounting during the current period and changes in the fair value of the Group's hedging instruments have been recognised in profit or loss.

Taxation

Redefine International has elected to early adopt the amendment of IAS 12 and deferred taxation is now recognised on the revaluation of the building component of investment properties at the capital gains rate on the presumption that the investment will be recovered through disposal and will therefore attract capital gains tax. Redefine International has applied the amendment retrospectively as required by IAS 8. The early adoption had the effect of reducing the 2011 deferred taxation balance with a corresponding increase of opening 2012 reserves by £0.9 million. The change in accounting policy had no impact on the balances reported in 2010.

The first significant changes since the introduction of the UK REIT regime in 2007 were enacted in July 2012, when the Finance Bill 2012 received Royal Assent. Accordingly, the advantages afforded by the new legislation, in particular the removal of the 2.0% gross asset conversion charge, provides an efficient method for the Group to convert to a transparent and tax efficient regime.

The Company had previously highlighted its intention to convert to a UK REIT and is, in consultation with its tax advisers, reviewing the possibility of conversion. Any further decisions surrounding conversion and the potential benefits will be announced in due course.

Conversion to a UK REIT would also involve the internalisation of the management of the Company. The Board recognises the trend towards and advantages of internalising management and is in the process of determining the relative merits for the Company and its shareholders.

Consolidated Income Statement

For the year ending 31 August 2012

Consolidated Statement of Comprehensive Income

For the year ended 31 August 2012

The accompanying notes form an integral part of these financial statements.

Consolidated Balance Sheet

As at 31 August 2012

Consolidated Statement of Changes In Equity

For the year ended 31 August 2012

The accompanying notes form an integral part of these financial statements.

Consolidated Cash Flow Statement

For the year ended 31 August 2012

The accompanying notes form an integral part of these financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 August 2012

1. General Information

Redefine International P.L.C ("Redefine International") was incorporated on 28 June 2004 under the laws of the Isle of Man and is listed on the Main Market of the London Stock Exchange. On 23 August 2011 the Company's financial year end was changed to 31 August from 30 September.

With effect from 23 August 2011, Redefine International plc (subsequently renamed Redefine International Holdings Limited ("RIHL")) was legally acquired by Wichford P.L.C. ("Wichford") and subsequently renamed Redefine International P.L.C. As a result of the terms of the transaction, reverse acquisition accounting has been applied under IFRS 3 Business Combinations (2008) and RIHL was identified as the accounting acquirer. Consequently, the comparative figures shown for the consolidated statement of financial position reflect the reserves, assets and liabilities of RIHL and the capital, reserves, assets and liabilities of Redefine International P.L.C., effectively acquired by RIHL at fair value as at 31 August 2011. As Wichford was the legal acquirer, the Wichford capital structure became that of the Company.

As the reverse acquisition occurred effective 31 August 2011, the comparative statement of comprehensive income reflects the income and expenses of RIHL only, for the 12 months ended 31 August 2011.

The financial information presented herein does not amount to statutory financial statements. The Annual Financial Report for the year ended 31 August 2012 will be available on the Internet website http://www.redefineinternational.com/investor-relations/financial-reports later in November 2012.

The Auditors KPMG have reported on the audited financial statements and their report was unqualified. A copy of their unqualified audit opinion is available at Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA.

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ materially from these estimates. The significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty are discussed further in Note 3.

2. Significant Accounting Policies

Statement Of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB. This represents a difference from the prior year when the consolidated financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU. There is however no material difference between International Financial Reporting Standards ("IFRS") as issued by the IASB and International Financial Reporting Standards ("IFRS") as adopted by the EU.

The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the Group in its audited financial statements as at and for the year ended 31 August 2011 except for the following:

IAS 12

In December 2010, the IASB released amendments to IAS 12 effective from 1 January 2012. Redefine International has elected to early adopt the amendment of IAS 12. Deferred taxation is now recognised on the revaluation of the building component of investment properties at the capital gains rate on the presumption that the investment will be recovered through disposal and will therefore attract capital gains tax. Redefine International has applied the amendment retrospectively as required by IAS 8.

It is the view of the Board that the adoption of this policy results in more accurate and meaningful information.

The effect of the change in the accounting policy is a reduction of the deferred tax balance, with a corresponding increase in reserves as reflected in the statement of changes in equity.

The early adoption had the effect of reducing the 2011 deferred taxation balance with a corresponding increase of opening 2012 reserves by £0.9 million. The change in accounting policy had no impact on the balances reported in 2010.

Amendments to IFRS 7, Disclosures - Transfers of Financial Assets

In October 2010, the IASB issued amendments to IFRS 7 Financial Instruments: "Disclosures - Transfers of Financial Assets". These amendments, were adopted by the Group during the year and result in additional disclosures on transfer transactions of financial assets (for example, securitisations), including the possible effects of any risks that may remain with the transferor of the assets. The adoption of this amendment did not have a significant impact on the Group.

Disposal groups and non-current assets held for sale

A non-current asset or a disposal group comprising assets and liabilities is classified as held for sale if it is expected that its carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale and the sale is highly probable to occur within one year. For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell the asset or disposal group.

Where the Group is committed to a sale plan involving the loss of control of a subsidiary it classifies all the assets and liabilities of that subsidiary as held for sale when the criteria set out above and detailed in IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

On initial classification as held for sale, generally, non-current assets and disposal groups are measured at the lower of the previous carrying amount and fair value less costs to sell, with any adjustments taken to the income statement. The same applies to gains and losses on subsequent re-measurement. However, certain items such as financial assets within the scope of IAS 39 and investment property in the scope of IAS 40 continue to be measured in accordance with those standards.

Impairment losses subsequent to classification of assets as held for sale are recognised in the income statement.

Increases in fair value less costs to sell assets that have been classified as held for sale are recognised in the income statement to the extent that the increase is not in excess of any cumulative impairment loss previously recognised in respect of the asset. Assets classified as held for sale are not depreciated.

Gains and losses on re-measurement and impairment losses subsequent to classification as disposal groups and non-current assets held for sale are shown within continuing operations in the income statement, unless they qualify as discontinued operations.

Disposal groups and non-current assets held for sale are presented separately from other assets and liabilities on the statement of financial position. Prior periods are not reclassified.

Provisions

A provision is recognised if, as a result of a past event the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected cash flows at a pre tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.

3. Significant Accounting Judgements, Estimates and Assumptions

The consolidated financial statements are presented in Great British Pounds, which is the functional currency of the Company and the presentation currency of the Group, rounded to the nearest thousand pounds. They are prepared using the historical cost basis except for investment property, derivative financial instruments and financial instruments designated at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the period reported. Although these estimates are based on the Directors' best knowledge of the amount, event or actions, actual results may differ from those estimates.

The principal areas where such judgements and estimates have been made are:

Application of the going concern basis of accounting

These consolidated financial statements have been prepared on a going concern basis as after considering the relevant factors, the Directors have a reasonable expectation that the Group has adequate resources to continue in operation for the foreseeable future. The principal issues the Board considered in its enquiries included, inter alia, the maturity of the Delta and Gamma facilities which total £314.29 million in October 2012 and the maturities of the VBG2 and VBG1 facilities totalling £91.94 million and the equity raised post year end as part of the equity raising exercise.

Significant progress has been made on the refinancing discussions over the year and post year end including:

- The announcement on 3 August 2012 regarding the agreed restructuring of the VBG holding companies, the sale of the VBG assets and restructuring/repayment of the related debt and its subsequent completion post year end. The restructuring was finalised post year end with the proceeds from the disposal of the properties of approximately €80.0 million used to settle the VBG facilities in full. The facilities had a current outstanding balance of €116.0 million.

- The Company announced on 15 October 2012 that the agreement to extend and restructure the £114.6 million Delta facility had been completed. The restructure sees the Group repaying £33.5 million of debt associated with seven assets in the portfolio. The maturity date of the facility will then be extended to 15 April 2015 subject to the Company meeting annual disposal targets.

- The settlement of the Aviva Commercial Finance Limited loan of £17.15 million secured on the Delamere Place, Crewe property.

- The finalisation of the sale of the companies which held a 94% shareholding in the Justice Centre in Halle in June 2012 resulting in property, with a value of €36.3 million and debt amounting to €37.1 million, being removed from the Group's balance sheet and the de-recognition of a liability in respect of the 4% non-controlling interest.

Discussions are still on-going with respect to the Gamma facility of £199.7 million which matured on 15 October 2012. This facility is non-recourse in nature. There can be no guarantee as to the outcome of current negotiations; however the Board remains of the view that there would be limited impact on the continued operations of the Group should agreement not be reached and if the servicer enforced its security rights.

The Board has also had regard for the funds raised as part of the equity raising which completed post year end and saw the Company raise gross proceeds of £127.5 million. This additional capital will allow the Company to further reduce its leverage.

The Board has also considered the working capital forecast for the Group and believes that based on a detailed analysis of cashflow projections, the level of capital raised post year end and the progress made on loan refinancing that the Group has adequate resources to continue in operation for the foreseeable future.

Investment Property Valuation

The Group uses the valuations performed by its independent valuers as the fair value of its investment properties. The valuation is based upon assumptions including estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence of transaction prices for similar properties.

Classification of Investment Property for hotels

The hotel properties are held for capital appreciation and to earn rental income. The properties have been let to Redefine Hotel Management Limited ("RHML") for a fixed rent which is subject to annual review. RHML operates the hotel business on its own account and is exposed to the fluctuations in the underlying trading performance of the hotels. It is responsible for the day to day upkeep of the properties and retains the key decision making responsibility for the business. Aside from the payment of rental income to Redefine International there are limited or no transactions between the two entities. As a result, in line with guidance in IAS 40, Redefine International classifies the hotel properties as investment properties.

Taxation

The Group is exposed to the risk of changes to tax legislation in the various countries in which the Group operates. It is also exposed to different interpretations of tax regulations between the tax authorities and the Group.

Deferred Taxation

The Group considers that the value of the property portfolio is likely to be realised through sale. The Group bases its deferred taxation provision on the assumption that the residual value of the investment properties is not less than the present value as provided by its external valuers.

The recoverability of any deferred tax asset is assessed and, where it is thought unlikely that a recovery will be made, is not included in the Group's provision.

4. Segmental Reporting

The Group's identified reportable segments are set out below. These segments are generally managed by separate management teams. As required by IFRS 8, Operating Segments, the information provided to the Board of directors, who are the Chief Operating Decision Makers, can be classified in the following segments:

UK Stable Income: Consists predominantly of UK offices, but includes petrol filling stations, Kwik-Fit centres, retail and residential units.

UK Retail: Consists of the Group's major UK shopping centres.

Europe: Consists of the Group's properties in Continental Europe, located in Germany, Switzerland and the Netherlands.

Hotels: Consists of the Group's hotel properties. The hotels are let to Redefine Hotel Management Limited on a fixed rental basis with annual reviews.

Wichford: Consists of the Group's investment in Wichford, up to the date of the reverse acquisition.

Cromwell: Relates to the Group's investment in the Cromwell Property Group, Australia.

Relevant revenue, assets and capital expenditure information is set out below:

i) Information about reportable segments

ii) Reconciliation of reportable segment profit or loss

5. redemption of loans and borrowINGs

In May 2012, agreement was reached with Aviva Commercial Finance Limited with respect to the loan facility for Delamere Place, Crewe. The outstanding loan balance of £17.15 million in Delamere Place Crewe Limited was replaced by Mezzanine Capital Limited and subsequently settled with Aviva for a £11.0 million cash payment.

6. interest INCOME

The following table details the interest income earned by the Group:

7. interest expense

The following table details the interest expense incurred by the Group:

Interest expense on secured bank loans includes £25.93 million in finance costs due to the amortisation of the fair value adjustment of the VBG, Gamma and Delta loan facilities arising due to the reverse acquisition of Wichford. Swap interest expense is included in interest expense.

8. taxation

a) Tax recognised in profit or loss

No tax was recognised on equity or other comprehensive income during the year (2011: nil).

b) Recognised deferred liability and movement during the period

c) Reconciliation

The tax for the period is lower (higher in 2011) than the 20% payable under the UK's NRL Scheme. The differences are explained below:

From the reconciliation above, the effective tax rate of the Group was 2.7% (2011: 26.6%).

9. investment property

The cost of properties as at 31 August 2012 was £1.07 billion (31 August 2011: £1.19 billion). The carrying amount of investment property, is the fair value of the property as determined by a registered independent appraiser having an appropriate recognised professional qualification and recent experience in the location and category of the property being valued (together referred to as "valuers").

The fair value of each of the properties has been assessed by the valuers in accordance with the Appraisal and Valuation Standards of the Royal Institution of Chartered Surveyors ("Red Book"). In particular, the Market Value has been assessed in accordance with PS 3.2. Under these provisions, the term "Market Value" means "the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arms-length transaction after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion".

In undertaking the valuations on the basis of Market Value, the valuers have applied the interpretative commentary which has been settled by the International Valuation Standards Committee and which is included in PS 3.2. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book.

The valuation does not include any adjustments to reflect any liability for taxation that may arise on disposal, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise on disposals.

The valuers have used the following key assumptions:

The market value of investment properties has been primarily derived using comparable market transactions on arm's-length terms and an assessment of market sentiment. The aggregate of the net annual rents receivable from the properties and, where relevant, associated costs, have been valued at an average yield of 8% which reflect the risks inherent in the net cash flows. Valuations reflect, where appropriate, the type of tenants actually in occupation or likely to be in occupation after letting of vacant accommodation and the market's perception of their creditworthiness and the remaining useful life of the property.

In terms of IAS 40 Investment property: Paragraph 14, judgement is needed to determine whether a property qualifies as an investment property. The Group has developed criteria so that it can exercise its judgement consistently in recognising investment properties. These include inter alia; property held for long-term capital appreciation, property owned (or under finance leases) and leased out under one or more operating leases; and property that is being constructed or developed for future use as an investment property. The recognition and classification of property as investment property principally assures that the Group does not retain significant exposure to the variation in cash flows arising from the underlying operations of properties. Investment property comprises a number of commercial and retail properties that are leased to third parties. The hotel properties are held for capital appreciation and to earn rental income. The properties have been let to Redefine Hotel Management Limited ("RIHML") for a fixed rent which is subject to annual review. RHML operates the hotel business on its own account and is exposed to the fluctuations in the underlying trading performance of the hotels. It is responsible for the day to day upkeep of the properties and retains the key decision making responsibility for the business. Aside from the payment of rental income to Redefine International there are limited or no transactions between the two entities. As a result, in line with guidance in IAS 40, Redefine International classifies the hotel properties as investment properties.

Property operating expenses in the consolidated income statement relate solely to income generating properties.