Results of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3.2R OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES IN REDEFINE INTERNATIONAL P.L.C. OR IN ANY OTHER ENTITY IN ANY JURISDICTION, INCLUDING TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY PLACING SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION AND TERMS CONTAINED IN THE ANNOUNCEMENT OF THE PLACING RELEASED BY THE COMPANY EARLIER TODAY (THE "PLACING ANNOUNCEMENT"), ANY INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY ON 28 JANUARY 2016 (THE "PROSPECTUS") AND ANY SUPPLEMENT THERETO AND ANY INFORMATION PUBLICLY RELEASED TO A REGULATORY INFORMATION SERVICE AND SENS BY OR ON BEHALF OF THE COMPANY ON OR PRIOR TO THE DATE OF THE PLACING ANNOUNCEMENT.

16 February 2016

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" or the "Company")

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

RESULTS OF PLACING

Redefine International, the FTSE 250 income focused UK-REIT is pleased to advise of the successful completion of the Placing announced earlier today.

A total of 270,588,236 new Ordinary Shares in Redefine International (the "Placing Shares") were placed by Peel Hunt, J.P. Morgan Cazenove and Java Capital, raising gross proceeds of approximately £115.0 million and net proceeds of approximately £109.0 million (including the cost of the RPL Fee). The Board has taken the decision to increase the deal size above the minimum of £100.0 million, raising an additional £15.0 million of gross proceeds, as a result of strong demand from Placees. These additional proceeds will be used to pay down debt in the short term and in due course for disciplined asset management purposes.

The UK Placing Shares have been issued at a price of 42.5 pence per Placing Share and the South African Placing Shares at a price of R9.75 per Placing Share. The Placing Price per South African Placing Share is the equivalent price of a UK Placing Share in Rand (subject only to adjustment in terms of the prevailing exchange rate agreed between the Bookrunners and the Company at the time of the Bookbuild). The Placing Shares being issued represent, in aggregate, approximately 15.32 per cent. of Redefine International's issued ordinary share capital immediately following Admission.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid.

Redefine Properties Limited ("Redefine Properties") was allocated a total of 81,373,179 Placing Shares, representing 30.07 per cent. of the Placing Shares, equating to an aggregate subscription amount of £34.6 million at the Placing Price.

Directors' participation

As was disclosed in the Prospectus, certain of the Directors irrevocably agreed to subscribe for Placing Shares. The following Directors participated in the Placing at the Placing Price as follows:

Notes:

(1) Michael Watters' shareholding is held indirectly through two pension fund structures.

(2) The percentage interest in the Ordinary Share capital held by Adrian Horsburgh and Robert Orr rounds down to 0.00 per cent.

(3) Marc Wainer has subscribed for 175,000 Placing Shares (to be held in the name of his Drawood Trust) and his wife has subscribed for 20,000 Placing Shares.

(4) Marc Wainer's beneficial interest is held through the 123,774 shareholding in the name of his wife (following her subscription of 20,000 Placing Shares), the 2,755,541 shareholding held by Ellwain Investments (Pty) Limited, of which he is a 50 per cent shareholder, and the 175,000 shareholding to be held by his Drawood Trust.

Concert Party's interests

The following are the interests of the members of the Concert Party, whether held directly or indirectly, in the voting rights of the Company immediately following Admission:

Notes:

(1) Michael Watters has subscribed for 352,941 Placing Shares at the Placing Price for an aggregate amount of £150,000.

(2) Michael Watters' shareholding is held indirectly through two pension fund structures.

(3) The percentage interest in the Ordinary Share capital held by Bernard Nackan rounds down to 0.00 per cent.

(4) Marc Wainer has subscribed for 175,000 Placing Shares at the Placing Price (to be held through his Drawood Trust) for an aggregate amount of £74,375. His wife has also subscribed for 20,000 Placing Shares at the Placing Price for an aggregate amount of £8,500.

(5) Marc Wainer's beneficial interest is held through the 123,774 shareholding in the name of his wife (following her subscription of 20,000 Placing Shares), the 2,755,541 shareholding held by Ellwain Investments (Pty) Limited, of which he is a 50 per cent. Shareholder, and the 175,000 shareholding held by his Drawood Trust.

(6) Redefine Properties has been allocated 81,373,179 Placing Shares at the Placing Price for an aggregate amount of £34,583,601.

Furthermore, as set out in the Prospectus and on the basis of the potential award of Ordinary Shares pursuant to the Company's Performance Share Plan, as approved at the extraordinary general meeting on 29 November 2013, the maximum interest of Michael Watters following the Placing will therefore be 13,515,638 Ordinary Shares (representing 0.77 per cent. of the issued share capital of the Company) and the maximum interest of the Concert Party will be 549,528,330 Ordinary Shares (representing 31.11 per cent. of the issued share capital of the Company).

Shareholders' Interests

Insofar as is known to the Directors, the following are the interests (within the meaning of the Companies Act) of each of the persons (other than the Directors) which will hold, directly or indirectly, voting rights in respect of three per cent or more of the Company's issued share capital immediately following Admission.

Notes:

(1) Redefine Properties has subscribed for 81,373,179 Placing Shares at the Placing Price for an aggregate amount of £34,583,601.

(2) Allan Gray Unit Trust Management (RF) (Pty) Limited has not participated in the Placing.

Admission

Application will be made for admission of the Placing Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. The Company will also apply to the JSE for the listing and trading of the Placing Shares on the Main Board of the JSE. It is expected that the admission of the Placing Shares on the London Stock Exchange and the JSE will become effective on 23 February 2016.

The Placing is conditional, inter alia, upon Admission becoming effective and the Placing Agreement and the South African Placing Agreement becoming unconditional and not being terminated. It is anticipated that the settlement date will be 23 February 2016.

Total voting rights

Following Admission, the total number of voting rights in the Company will be 1,766,155,123. No Ordinary Shares are held in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the UK Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus.

Peel Hunt and JPMC acted as joint bookrunners in respect of the UK Placing and Java Capital acted as bookrunner in respect of the South African Placing.

Commenting, Mike Watters, Chief Executive of the Company said:

"Today's successful placing is a strong endorsement of the Company's strategy and the hard work that has been done, not just over recent months in securing this important off-market acquisition, but also in transforming Redefine International's corporate structure and asset base over the last five years, which itself has delivered annualised total shareholder returns of 13 per cent.

The acquisition of the AUK Portfolio has been undertaken in the firm belief that income returns and rental growth will become increasingly important to delivering returns as we move through the next phase of the property cycle, and it will help ensure that our entire portfolio will be well placed to grow in terms of capital value and income over the long term. Accordingly, I would like to thank the staff and management at the Company for their hard work, and also our shareholders for their ongoing support as we continue to grow the business."

Further enquiries:

Redefine International Tel: +44 (0) 20 7811 0100

Michael Watters

Stephen Oakenfull

Peel Hunt Tel: +44 (0) 20 7418 8900

Capel Irwin

Hugh Preston

Alastair Rae

J.P. Morgan Cazenove Tel: +44 (0) 20 7742 4000

Bronson Albery

Nicholas Hall

Tara Morrison

Anne Ross

Java Capital Tel: + 27 (0) 11 722 3050

Warren Lawlor Email: [email protected]

Errol Germon

Gareth Earl

FTI Consulting Tel: +44 (0) 20 3727 1000

UK Public Relations Adviser

Dido Laurimore

Claire Turvey

Ellie Sweeney

FTI Consulting Tel: + 27 (0) 11 214 2402

SA Public Relations Adviser

Max Gebhardt

Trevor Jones

IMPORTANT NOTICES

This announcement is not a prospectus or a prospectus equivalent document but an advertisement and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement is for information only and does not constitute a recommendation regarding any securities. Investors should not subscribe for or purchase any Placing Shares referred to in this announcement, except exclusively on the basis of the information contained in the Placing Announcement released by the Company earlier today, the Prospectus and any information publicly released to a regulatory information service and SENS by or on behalf of the Company on or prior to the date of the Placing Announcement. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as UK sponsor and joint UK bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA is acting as joint UK bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

Java Capital Proprietary Limited ("Java Capital") is acting as JSE sponsor, SA corporate adviser and SA bookrunner to the Company in relation to the Placing and no-one else and will not be responsible to anyone other than the Company in relation to the Placing or any other matter referred to in this announcement.

Aside from the responsibilities and liabilities, if any, which may be imposed under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or any other applicable regulatory regime, none of Peel Hunt, JPMC, Java Capital or any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing and nothing in this announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Peel Hunt, JPMC and Java Capital and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or to US Persons (as such term is defined in Regulation S of the US Securities Act 1933, as amended (the "US Securities Act"), Australia, Canada or Japan or any jurisdiction into which the release, publication or distribution would be unlawful.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares to any person, including those with a registered address in, or who are resident in, the United States or any other Restricted Jurisdiction or to US Persons. No placing or other offering is being made pursuant to this announcement and the Prospectus. No action has been taken by the Company or the Bookrunners that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been and will not be registered under the US Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction, or any other Restricted Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or within the United States (as defined in Regulation S under the US Securities Act ("Regulation S")) unless any offer and sale of Placing Shares has been registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares are being offered or sold outside the United States in reliance on Regulation S. This announcement does not constitute an offer to sell or a solicitation of an offer to buy Placing Shares in any jurisdiction in which such offer or solicitation is unlawful. No public offering of the shares referred to in this announcement is being made in the United States, Australia, Canada or Japan or any jurisdiction in which such public offering would be unlawful. Neither this announcement, the Prospectus nor any other document connected with the Placing will be distributed in or into the United States or any of the other Restricted Jurisdictions.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the Directors concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the UK Listing Rules, UK Prospectus Rules, the UK Disclosure and Transparency Rules and the JSE Listing Requirements, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

You are advised to read this announcement and the Prospectus and the information incorporated by reference therein in their entirety for a further discussion of the factors that could affect the Company or the Group's future performance and the industry in which they operate. In light of these risks and uncertainties, the events described in the forward-looking statements in this announcement may not occur.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt, JPMC or Java Capital or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Neither Peel Hunt, JPMC nor Java Capital nor any of their affiliates or agents shall have any obligation to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares. 

This announcement is not being distributed by, nor has it been approved, for the purposes of section 21 FSMA by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply. This announcement is being directed only at persons in the UK and outside of the UK (other than South Africa) who are persons in member states of the European Economic Area who are 'Qualified Investors' within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state). In addition, in the UK, this announcement is being directed only at Qualified Investors who (a) have professional experience in matters relating to investments and who fall within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (b) are persons falling within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (c) are persons to whom it may otherwise be lawfully communicated. This announcement is being directed only at persons in South Africa envisaged in section 96(1)(a) and/or (b) of the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such persons contemplated in (a), (b) or (c) and the South-African Eligible Investors are together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.