DISCLOSURE OF INSIDE INFORMATION - PROPOSED SCHEME OF ARRANGEMENT AND DELISTING

1. Rationale for and proposed terms of the proposed transaction

Following an assessment undertaken by the board of directors of IHL (the “Board”), the Board has concluded that the listing of the Company’s shares on the Johannesburg Stock Exchange (“JSE”) and Euro MTF market of the Luxembourg Stock Exchange (“LuxSE”) has not provided and is not anticipated in the medium term to provide the liquidity or access to equity capital markets required to facilitate the growth of the Company and that the costs and administrative burden of maintaining the listings are no longer justified.

It is proposed that the delisting be effected by way of a scheme of arrangement to be proposed by Redefine International P.L.C. (“Redefine International”) in terms of the BVI Business Companies Act, 2004 between IHL and its shareholders other than (i) Redefine Share Investments Limited (a subsidiary of Redefine International), (ii) Redefine Properties Limited and (iii) Southern Sun Africa Limited (the “scheme members”), pursuant to which Redefine International will acquire all IHL shares held by scheme members in consideration for 2.5 Redefine International shares for every 1 IHL share held (the “scheme consideration”) and on implementation of the scheme the listing of the Company’s shares on both the JSE and LuxSE will be terminated (the “proposed transaction”).

The Board is of the opinion that the proposed transaction is beneficial and fair to the scheme members noting that the scheme consideration will be accretive from both an earnings and net asset value perspective and that, on a relative basis, Redefine International shares are more liquid and are traded on both the London Stock Exchange and the JSE. In addition, scheme members will benefit through exposure to a significantly larger and more diversified portfolio, which is focused on Europe’s two strongest economies, being the United Kingdom and the Federal Republic of Germany.

Engagements with Redefine International and other shareholders are continuing and the Board will only proceed with the proposed transaction if it is satisfied that the proposed transaction will be supported by an overwhelming majority of shareholders.

2. Illustrative financial effects pertaining to the proposed transaction

The table below sets out the illustrative financial effects of the proposed transaction on a scheme member, assuming (i) a swap ratio of 2.5 Redefine International shares for every 1 IHL share and (ii) that the proposed transaction had been implemented on 1 March 2016 for the purposes of the statement of comprehensive income and on 28 February 2017 for purposes of the statement of financial position.

The illustrative financial effects are not pro forma effects and are provided for illustrative purposes only. The illustrative financial effects are the responsibility of the directors of IHL, and have not been reviewed or reported on.

Illustrative financial effects of the proposed transaction (pence) Before1 After2 % change
NAV per share
Dividend per share

 94.6
 5.2

 99.5
7.2
5.1%
38.2%

 Notes and assumptions:

  1. The “Before” NAV per share has been derived from IHL’s half year report and financial statements for the six months ended 28 February 2017.

    The “Before” dividend per share is the total IHL dividend per share for the twelve months ending 28 February 2017.

  2. The “After” column illustrates the implied NAV and dividend per share an IHL shareholder would have received based on the scheme consideration.

The “After” NAV per share is calculated as the basic NAV per share of 39.8 pence, extracted from Redefine International’s interim results for the six months ended 28 February 2017, multiplied by 2.5 times.

The “After” dividend per share is calculated as the total Redefine International dividend per share for the 12 months ended 28 February 2017 of 2.88 pence, multiplied by 2.5 times. Please note that as previously communicated by Redefine International, the medium-term guidance as to the dividend pay-out ratio is 90 – 95 per cent of underlying earnings, for which only the portion of the dividend relating to the 6 month period ended 28 February 2017 is based upon.

3. Cautionary announcement

Shareholders are advised to exercise caution when dealing in the Company’s shares until a further announcement in relation to the proposed transaction is made.

The person responsible for making this notification on behalf of the Company is Helder Pereira, Chairman of the Company.