Redefine Internation prospectus

Document Sample
Redefine Internation prospectus Powered By Docstoc
					                                 Redefine Properties International Limited
                                                           (formerly Kalpafon Limited)
                                                     (Incorporated in the Republic of South Africa)
                                                        (Registration number 2010/009284/06)
                                                    JSE share code: RIN      ISIN: ZAE000149282
                                               (“Redefine International” or “the company”)


The definitions commencing on page 13 of the prospectus have been used on this cover page.

PROSPECTUS
Prepared and issued in terms of the JSE Listings Requirements and the South African Companies Act relating to:
• the listing on the JSE of 168,505,303 Redefine International linked units;
• an offer to qualifying investors to subscribe for up to 180,000,000 Redefine International linked units
  pursuant to the private placement at an issue price payable in Rand, which is equivalent to 50 pence
  per linked unit, in order to raise up to the Rand equivalent of £90 million; and
• the listing on the JSE of the linked units subscribed for pursuant to the private placement.
Opening date of the private placement (09:00)                                                                           Monday, 23 August 2010
Closing date of the private placement (12:00)*                                                                          Monday, 30 August 2010
Listing date (09:00)                                                                                                   Tuesday, 7 September 2010
* Applicants should consult their broker or CSDP to ascertain the timing for submission of applications as this may vary depending on the broker
  or CSDP in question.
The private placement will comprise of an offer to qualifying investors to subscribe for up to 180,000,000 Redefine International linked units at
an issue price payable in Rand, which is equivalent to 50 pence per linked unit. On their issue, these Redefine International linked units will rank
pari passu in all respects with all other ordinary linked units that have been issued by Redefine International.
This prospectus is not an invitation to the public in South Africa to subscribe for linked units. The prospectus is issued in compliance with the
JSE Listings Requirements and the South African Companies Act for the purpose of giving information to the public in South Africa with regard to
Redefine International and to the qualifying investors in relation to the private placement.
Subject to obtaining a spread of public unitholders acceptable to the JSE, the JSE has granted Redefine International a listing of up to 348,505,303
Redefine International linked units, being all of the Redefine International linked units then in issue, in the “Real Estate – Real Estate Holdings
and Development” sector of the JSE lists, in terms of the FTSE classification, under the abbreviated name “RedefIntl” JSE share code “RIN” and
ISIN: ZAE000149282 with effect from the commencement of trade on Tuesday, 7 September 2010. The listing is a primary listing.
Immediately prior to the private placement and the listing:
• the authorised linked unit capital of Redefine International will comprise 1,000,000,000 ordinary shares having a par value of 0.1 cent each,
  each of which is linked to an unsecured variable rate subordinated debenture with a face value of R5.00 each;
• the issued linked unit capital of Redefine International will comprise of 168,505,303 ordinary shares having a par value of 0.1 cent each linked
  to an unsecured variable rate subordinated debenture with a face value of R5.00 each; and
• the share premium will amount to Rnil.
Immediately after the private placement and the listing:
• the authorised linked unit capital of Redefine International will comprise 1,000,000,000 ordinary shares having a par value of 0.1 cent each,
  each of which is linked to an unsecured variable rate subordinated debenture with a face value of R5.00 each;
• assuming that in terms of the private placement the maximum number of 180,000,000 Redefine International linked units are issued, the issued
  linked unit capital of Redefine International will comprise 348,505,303 ordinary shares having a par value of 0.1 cent each, each of which is
  linked to an unsecured variable rate subordinated debenture with a face value of R5.00 each; and
• the share premium will amount to Rnil.
Redefine International does not hold any linked units in treasury at the date of this prospectus.
In the opinion of the directors, a minimum amount of £55 million is required to be raised by the private placement.
Allocations of the private placement units will only be made in multiples of 1,000 linked units with a minimum subscription price of R10,000.
Fractions of linked units will not be issued.
Redefine International linked units will only be capable of being traded on the JSE in dematerialised form.

Date of issue: Monday, 23 August 2010
The directors of the company, whose names are given on page 22 of this prospectus, accept, collectively and individually, full responsibility
for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted
which would make any statement false or misleading, they have made all reasonable enquiries to ascertain such facts and that this prospectus
contains all information required by the JSE Listings Requirements and the South African Companies Act.
The corporate advisor, legal advisor and bookrunner to Redefine International, the sponsor, the independent reporting accountants and
auditors of Redefine International, the auditors to Redefine Intl plc, the transfer secretaries, the company secretary, the independent property
valuers, the attorneys to the prospectus, the trustee for Redefine International debenture holders, the investment manager, the UK manager,
the European manager, the group services manager, the hotel manager, the auditors of Redefine Intl plc, the bankers and the underwriter,
whose names are included in this prospectus, have consented in writing to act in the capacity stated and to their names being included in
this prospectus and, if applicable, to the inclusion of their respective reports in the prospectus in the form and context in which they appear
and had not withdrawn their written consent prior to publication of this prospectus.

An abridged version of this prospectus was released on SENS on Friday, 20 August 2010.



    Corporate advisor, legal advisor,                     Independent reporting
      sponsor and bookrunner to                         accountants and auditors of                            Attorneys to the
        Redefine International                             Redefine International                                prospectus




This prospectus is available in the English language only. Copies may be obtained from the registered offices of Redefine International, the
transfer secretaries and Java Capital, whose addresses are set out in the Corporate Information section of this prospectus.
An English copy of this prospectus, accompanied by the documents referred to under “Documents available for inspection” as set out in
paragraph 42 of this prospectus, was registered by the Registrar of Companies in South Africa on Thursday, 19 August 2010 in terms of
section 155(1) of the South African Companies Act.
If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or
other financial advisor.
Offer in South Africa only
This prospectus has been issued in connection with the private placement in South Africa only and is addressed only to
persons to whom the private placement may lawfully be made. The distribution of this prospectus and the making of the
private placement may be restricted by law. Persons into whose possession this prospectus comes must inform themselves
about and observe any such restrictions. This prospectus does not constitute an offer of or invitation to subscribe for and/or
purchase any of the linked units in the company in any jurisdiction in which such offer, subscription or sale would be unlawful.
No one has taken any action that would permit a public offering of linked units in the company to occur outside South Africa.

Forward-looking statements
This prospectus includes forward-looking statements. Forward-looking statements are statements including, but not limited
to, any statements regarding the future financial position of the company and its subsidiaries (the “group”) and its future
prospects. These forward-looking statements have been based on current expectations and projections about future results
which, although the directors believe them to be reasonable, are not a guarantee of future performance.
Risk factors which may cause the group’s actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by it in the forward-looking statements include, among other
things, economic decline and foreign currency risk.




                                                                                                                              1
CORPORATE INFORMATION


Registered office of Redefine International       Investment manager
Redefine Place                                    Redefine International Fund Managers Limited
2 Arnold Road                                     (Registration number 605116)
Rosebank                                          Coastal Building
Johannesburg, 2196                                Wickhams Cay II
South Africa                                      Road Town, Tortola
                                                  British Virgin Islands
                                                  (PO Box 2221, Road Town,
                                                  Tortola, British Virgin Islands, VG1110)

Corporate advisor, legal advisor and bookrunner   Independent reporting accountants and auditors
to Redefine International                         of Redefine International
Java Capital (Proprietary) Limited                KPMG Inc.
(Registration number 2002/031862/07)              (Registration number 1999/021543/21)
2 Arnold Road                                     85 Empire Road
Rosebank                                          Parktown
Johannesburg, 2196                                Johannesburg, 2193
South Africa                                      South Africa
(PO Box 2087, Parklands, 2121, South Africa)      (Private Bag 9, Parkview, 2122)

UK manager                                        European manager
Redefine Investment Managers (UK) Limited         Redefine International Fund Managers Europe Limited
(Registration number 6492492)                     (Registration number 1402084)
2nd Floor, 11 Haymarket                           Coastal Building
London                                            Wickhams Cay II
SW1Y 4BP                                          Road Town, Tortola
England                                           British Virgin Islands
(Postal address as above)                         (PO Box 2221, Road Town,
                                                  Tortola, British Virgin Islands, VG1110)

Group services manager                            Hotel manager
Redefine International Management Limited         Redefine International Hotels Limited
(Registration number FC024374)                    (Registration number 1522323)
2nd Floor, 11 Haymarket                           Coastal Building
London                                            Wickhams Cay II
SW1Y 4BP                                          Road Town, Tortola
England                                           British Virgin Islands
(Postal address as above)                         (PO Box 2221, Road Town,
                                                  Tortola, British Virgin Islands, VG1110)

Auditors of Redefine Intl plc                     Underwriter
                                                  Redefine Properties Limited
KPMG
                                                  (Registration number 1999/018591/06)
1 Harbourmaster Place
                                                  3rd Floor, Redefine Place
IFSC
                                                  2 Arnold Road
Dublin 1
                                                  Rosebank
The Republic of Ireland
                                                  Johannesburg, 2196
(Postal address as above)
                                                  South Africa




2
Independent property valuer                             Independent property valuer
Colliers International UK plc                           BNP Paribus Real Estate (Jersey) Limited
(Registration number 4195561)                           (Registration number 80923)
9 Marylebone Lane                                       4th Floor Conway House
London                                                  Conway Street
W1U 1HL                                                 St Helier
England                                                 Jersey
(Postal address as above)                               JE2 3NT
                                                        (Postal address as above)

Independent property valuer                             Independent property valuer
Dr Lübke GmbH                                           DTZ Debenham Tie Leung Limited
(Registration number HRB 50134)                         (Registration number 2757768)
Baseler Street 10                                       No. 1 Colmore Square
D-60329                                                 Birmingham
Frankfurt                                               B4 6AJ
Germany                                                 England
(Postal address as above)                               (Postal address as above)

Independent property valuer                             Independent property valuer
CB Richard Ellis – PI Performance                       Savills plc
(Registration number 418263)                            (Registration number 02122174)
33 Rue des Bains                                        Fountain Court
CH-1205                                                 68 Fountain Street
Geneva                                                  Manchester
Switzerland                                             M2 2FE
(Postal address as above)                               England
                                                        (Postal address as above)

Company secretary of Redefine International             Attorneys to the prospectus
Probity Business Services (Proprietary) Limited         Fluxmans Inc.
(Registration number 2000/002046/07)                    (Registration number 2000/024775/21)
3rd Floor                                               11 Biermann Avenue
JHI House                                               Rosebank
Cradock Avenue                                          Johannesburg, 2196
Rosebank                                                South Africa
Johannesburg, 2196                                      (Private Bag X41, Saxonwold, 2132, South Africa)
South Africa
(PO Box 85392, Emmarentia, 2029)


Transfer secretaries                                    Bankers to Redefine Intl plc
Computershare Investor Services (Proprietary) Limited   Goldman Sachs International
(Registration number 2004/003647/07)                    (Registration number 02263951)
Ground Floor, 70 Marshall Street                        Peterborough Court
Johannesburg, 2001                                      133 Fleet Street
South Africa                                            London
(PO Box 61051, Marshalltown, 2107)                      EC4A 2BB
                                                        England
                                                        (Postal address as above)




                                                                                                           3
Sponsor and trustee for Redefine International   Bankers to Redefine Intl plc
debenture holders
                                                 Standard Bank Isle of Man Limited
Java Capital Sponsors (Proprietary) Limited      (Registration number 004713C)
(Registration number 2008/005780/07)             Standard Bank House
2 Arnold Road                                    One Circular Road
Rosebank                                         Douglas
Johannesburg, 2196                               Isle of Man
South Africa                                     IM1 1SB
(PO Box 2087, Parklands, 2121, South Africa)     (Postal address as above)




4
TABLE OF CONTENTS


The definitions commencing on page 13 of this prospectus have been used in the following table of contents.

                                                                                                              Page

Corporate information                                                                                           2

Important dates and times                                                                                       8

Salient features                                                                                                9

Definitions                                                                                                    13

Prospectus                                                                                                     22

Background                                                                                                     22
 1. Introduction                                                                                               22
 2. Background to Redefine Intl plc                                                                            22
 3. Purposes of the listing and the private placement                                                          23

The group                                                                                                      24
 4. Nature of business, group structure and change of name and year end                                        24
 5. Objective                                                                                                  25
 6. Strategy                                                                                                   25
 7. Prospects                                                                                                  25
 8. Redefine Intl plc placings                                                                                 26
 9. Acquisitions                                                                                               26
10. Directors                                                                                                  35
11. Management                                                                                                 35

The private placement                                                                                          39
12. Details of the private placement                                                                           39
13. Listing statement                                                                                          43
Details of the property portfolio and the listed securities portfolio                                          44
14. The property portfolio                                                                                     44
15. Valuation reports                                                                                          46
16. The listed securities portfolio                                                                            46

Financial information                                                                                          47
17. Profit forecasts                                                                                           47
18. Unaudited consolidated pro forma statement of financial position                                           52
19. Historical financial information                                                                           52




                                                                                                                 5
                                                                                                            Page

General information                                                                                          53
20. Major unitholders and capital structure                                                                  53
21. South African Exchange Control Regulations                                                               53
22. Material changes                                                                                         55
23. Properties and subsidiaries acquired or to be acquired                                                   55
24. Properties and subsidiaries disposed of or to be disposed of                                             55
25. Advances, loans and borrowing powers                                                                     55
26. Capital commitments, lease payments and contingent liabilities                                           56
27. Securities issued otherwise than for cash                                                                56
28. Options and preferential rights in respect of securities                                                 56
29. Adequacy of capital                                                                                      56
30. Dividends/Distributions                                                                                  56
31. Tax considerations                                                                                       57
32. Preliminary and listing expenses                                                                         57
33. Material contracts                                                                                       57
34. Litigation statement                                                                                     57
35. Government protection and investment encouragement law                                                   57
36. Advisors’ interests                                                                                      57
37. Commissions                                                                                              58
38. Corporate governance                                                                                     58
39. Trading histories                                                                                        58
40. Directors’ responsibility statement                                                                      58
41. Consents                                                                                                 58
42. Documents available for inspection                                                                       59
43. Paragraphs of Schedule 3 of the South African Companies Act which are not applicable                     59

Annexure 1     Investment management agreement                                                               61
Annexure 2     Group structure                                                                               62
Annexure 3     Information on the directors and management                                                   71
Annexure 4     Details of the property portfolio                                                             85
Annexure 5     Details of acquisitions and vendors                                                           95
Annexure 6     Summaries of valuation reports                                                                98
Annexure 7     Independent reporting accountants’ report on the forecast information
               of Redefine International and Redefine Intl plc                                              168
Annexure 8     Unaudited consolidated pro forma statement of financial position of Redefine International   172
Annexure 9     Independent reporting accountants’ report on the unaudited consolidated pro forma
               statement of financial position of Redefine International                                    176
Annexure 10 Independent reporting accountants’ report on the value and existence of the
            properties acquired by Redefine International                                                   178




6
                                                                                                                     Page

Annexure 11 Historical financial information of Redefine International                                               180
Annexure 12 Independent reporting accountants’ report on the historical financial information
            of Redefine International                                                                                182
Annexure 13 Historical financial information of Redefine Intl plc                                                    184
Annexure 14 Independent reporting accountants’ report on the historical financial information of Redefine Intl plc   218
Annexure 15 Historical profits and losses and dividends                                                              220
Annexure 16 Auditors’ report on the historical profits and losses and dividends                                      221
Annexure 17 Major unitholders and capital structure                                                                  223
Annexure 18 Material loans and borrowings                                                                            227
Annexure 19 Salient features of the articles of association of Redefine International and its subsidiaries           239
Annexure 20 Salient features of the debenture trust deed                                                             243
Annexure 21 Salient features of the articles of association of Redefine Intl plc                                     252
Annexure 22 Expenses of the listing and the private placement                                                        258
Annexure 23 Material contracts                                                                                       259
Annexure 24 Corporate governance statement                                                                           264
Annexure 25 Trading histories of securities                                                                          268
Annexure 26 Service contracts                                                                                        270
Annexure 27 Forecast financial information of Redefine Intl plc                                                      274
Annexure 28 Information on the property managers                                                                     276
Annexure 29 Diagrammatical illustration of the Aviva transaction                                                     279
Annexure 30 Information on the underwriter                                                                           281
The private placement application form for qualifying investors (blue)                                          Attached




                                                                                                                        7
IMPORTANT DATES AND TIMES(1)


                                                                                                                                                           2010
Abridged prospectus released on SENS                                                                                                       Friday, 20 August
Abridged prospectus published in the press                                                                                              Monday, 23 August
Opening date of the private placement (09:00)                                                                                           Monday, 23 August
                                                           (2)
Closing date of the private placement (12:00)                                                                                           Monday, 30 August
The final Rand private placement price will be determined based on the
ruling ZAR:GBP exchange rate on                                                                                                         Monday, 30 August
Results of the private placement and the final Rand private placement price released on SENS                                             Tuesday, 31 August
Results of the private placement and the final Rand private placement price
published in the press                                                                                                           Wednesday, 1 September
Notification of allotments                                                                                                              Friday, 3 September
Listing date (09:00)                                                                                                                  Tuesday, 7 September
Listing of the linked units                                                                                                           Tuesday, 7 September
Accounts at CSDP or broker updated and debited in respect of dematerialised unitholders(3)                                            Tuesday, 7 September

(1)   All references to time are to local time in South Africa. These dates and times are subject to amendment. Any such amendment will be released on SENS and
      published in the press.
(2)   Qualifying investors may only receive linked units in dematerialised form and must advise their CSDP or broker of their acceptance of the private placement in
      the manner and cut-off time stipulated by their CSDP or broker as their cut-off times will be on a date earlier than the closing date.
(3)   CSDP’s effect payment on a delivery-versus-payment basis.




8
SALIENT FEATURES


The information set out in this section of the prospectus is only an overview and is not intended to be comprehensive.
It should be read in conjunction with the information contained in the other sections of this prospectus. The definitions
commencing on page 13 of this prospectus apply mutatis mutandis to the salient features.


1.   INTRODUCTION
     Redefine International was incorporated in South Africa as a public company on 11 May 2010 (under the name
     Kalpafon Limited) as a wholly-owned subsidiary of Redefine and was established to hold Redefine’s interest in
     Redefine Intl plc. Kalpafon Limited changed its name to “Redefine Properties International Limited” on 23 July 2010.
     On 10 August 2010, Redefine disposed of its interest in 168,505,303 shares in Redefine Intl plc (representing 56.41%
     of the total Redefine Intl plc shares in issue at the time of the disposal and which were previously held via Rand
     denominated investments in Investec Securities, Sasfin and Standard Bank) to Redefine International in return for
     168,505,303 Redefine International linked units.
     Redefine International’s sole asset comprises its controlling shareholding in Redefine Intl plc and prior to implementation
     of the private placement, each linked unit in Redefine International effectively equates to one share in Redefine Intl plc.


2.   BACKGROUND TO REDEFINE INTL PLC
     Redefine Intl plc was incorporated and registered as a closed-ended property investment and development company
     on 28 September 2005 in Jersey with the name Ciref Limited (which was subsequently renamed Ciref Plc). Redefine Intl plc
     was established to invest in commercial real estate and real estate securities primarily in the United Kingdom, Europe and
     Australia, with a focus on retail and commercial assets.
     The group is managed by RIN Fund Managers, a British Virgin Islands regulated fund and investment manager.
     Redefine Intl plc was admitted to trading on the AIM market of the London Stock Exchange on 26 May 2006.
     At the time of admission to AIM, Redefine Intl plc had 15,354,357 shares in issue and placed 20,150,000 shares
     at 140 pence per share thereby raising £26.7 million of capital, after listing expenses.
     Redefine Intl plc is currently quoted on AIM and has at the last practicable date 298,706,406 shares in issue, which
     at the trading price at the last practicable date of 53.5 pence per share equates to a market capitalisation of approximately
     £160 million.


3.   PURPOSES OF THE LISTING AND THE PRIVATE PLACEMENT
     The main purposes of the listing and the private placement are to:
     • provide South African investors, both institutional and private, the opportunity to participate in the income streams
        and future capital growth of Redefine Intl plc through an investment in Redefine International; and
     • provide an additional source of capital to fund the growth aspirations of the group.
     In compliance with the JSE Listings Requirements and the South African Companies Act, the purposes of this prospectus
     are to:
     • provide qualifying investors with the relevant information regarding the group, its property portfolio and its directors
        and management;
     • provide qualifying investors with details of the group’s strategy and vision;
     • enable Redefine International to obtain a listing of its linked units on the JSE and set out the salient dates and terms
        of the listing; and
     • provide details of the private placement.
     The listing is being preceded by the private placement in order to afford qualifying investors the ability to participate
     in the equity of Redefine International.




                                                                                                                                9
     The capital raised in terms of the private placement will be used to subscribe for additional shares in Redefine Intl plc
     and repay the Redefine loan. Redefine Intl plc will use the capital received from Redefine International to expand the
     group’s business of investing in commercial real estate primarily in the United Kingdom, Europe and Australia through
     appropriate acquisitions and/or joint venture initiatives as and when opportunities arise and which may be outside of the
     UK, Europe and Australia.


4.   DETAILS OF THE PRIVATE PLACEMENT AND THE LISTING

     4.1   Particulars of the private placement
           An offer to subscribe for up to 180,000,000 linked units at an issue price payable in Rand, which is equivalent
           to 50 pence per linked unit, will be made by way of a private placement by the company to qualifying investors,
           which offer may raise up to the Rand equivalent of £90 million before issue and listing expenses.
           The minimum amount which, in the opinion of the directors, must be raised pursuant to the private placement
           is the Rand equivalent of £55 million to be utilised, inter alia, for the purposes set out in paragraph 12.6 of the
           prospectus. The private placement is conditional upon this minimum amount being received, on the minimum
           spread requirements of the JSE being satisfied and the articles of association of each of the subsidiaries
           (as approved by the JSE) being adopted by each of the subsidiaries and registered by the relevant authority
           by not later than 48 hours prior to the listing.
           Save as permitted in terms of the articles, the linked units issued pursuant to the private placement are not
           convertible or redeemable.
           There are no fractions of linked units being issued pursuant to the private placement.
           The private placement is being partially underwritten by Redefine on the basis that if the company receives
           applications for less than 180,000,000 linked units, Redefine shall be obliged to subscribe for so many linked
           units in the company as will result in the company issuing at least a total of 110,000,000 linked units provided that
           Redefine shall not be obliged to subscribe for more than 90,000,000 linked units being made available in terms
           of the private placement.
     4.2   Salient dates and times

                                                                                                                          2010
           Opening date of the private placement (09:00)                                                  Monday, 23 August
           Closing date of the private placement (09:00)                                                  Monday, 30 August
           Listing date (09:00)                                                                          Tuesday, 7 September
           Accounts at CSDP or broker updated and credited in respect of
           dematerialised unitholders on                                                                 Tuesday, 7 September

     4.3   Listing on the JSE
           The JSE has granted its approval to list up to 348,505,303 linked units with effect from the commencement
           of trade of the JSE on Tuesday, 7 September 2010.
           The listing is subject to the achievement of a spread of public unitholders acceptable to the JSE, being a minimum
           of 300 public unitholders holding not less than 20% of the entire issued capital of the company.


5.   OBJECTIVE
     The group’s principal objective is to generate total returns for investors through net asset value growth, primarily through
     capital enhancement of the group’s portfolio, and the payment of distributions.
     It will seek to achieve this by investing in a growing portfolio of predominantly commercial real estate assets primarily
     in the UK and Europe, with a focus on retail and commercial assets as well as opportunistically investing in listed property
     securities in the UK, Europe and Australia.
     Redefine Intl plc’s previous dividend policy was to pay dividends twice yearly on an interim and final basis, representing
     in aggregate approximately 4.5 percent of the group’s net asset value. With effect from the placing on 21 December 2009,
     the board of Redefine Intl plc changed the dividend policy from one linked to NAV to one related to the distributable
     core earnings in any given financial period. In terms of the revised dividend policy, Redefine Intl plc will pay out not less
     than 100% of distributable core earnings in dividends in each financial period.



10
     In order to ensure that, notwithstanding its dividend policy, Redefine Intl plc has sufficient capital to maintain its assets,
     Redefine Intl plc will set aside a capital maintenance fund, the quantity of which will be reviewed from time-to-time.
     The directors of Redefine International intend to make interest distributions twice yearly, which are expected to be
     declared for the six month periods ended August and February. The interest distributions will be based on the company’s
     distributable earnings.
     The first distribution to Redefine International linked unitholders will be in respect of the six month period ending
     28 February 2011.


6.   STRATEGY
     The group is a hybrid property fund with exposure to a broad range of properties, listed property securities and
     geographical areas.
     The group’s strategy is to provide investors with strong investment returns and a balanced exposure to lower risk income-
     generating assets and opportunities that will provide a higher capital return.
     In implementing its strategy, the group contemplates available opportunities and future undertakings that will yield
     satisfactory returns at acceptable risk levels. In making investments the group seeks to achieve a reasonable level
     of diversification across types of assets and geographies.
     The group has historically selected property investments on the basis of four criteria:
     • stable income investments that produce a stable, predictable and low risk income stream but where there are
       opportunities to enhance the value of the investments;
     • major development projects which provide opportunities for considerable redevelopment and where major parts of the
       developments can be pre-let to businesses with strong rental covenants. These are multi-year projects which generally
       require high levels of funding and which may be delayed in difficult markets to reduce risk;
     • value enhancing projects which are smaller properties that can be converted on a relatively low risk basis to provide
       premium commercial space;
     • investments in property securities which are acquired when their value is considered superior to physical property.
       These investments are often of a strategic nature where the shareholding can be used to unlock value in underlying
       property assets or significant influence can be exerted through board representation or through management.
     These criteria continue to be applied, however the group will increasingly look at other property investments where
     opportunities arise as markets recover. Investments outside the above criteria will only be made where risk adjusted
     returns to shareholders are satisfactory and the group has the reserves necessary to extract an above-market return from
     the investments.
     The group’s investments currently fall into three major geographies (UK, Western Europe and Australia). The group’s
     investments are managed and resources are allocated on that basis. Cognisance is taken of the levels of investment in each
     category, by geography, and value concentration risk is avoided or managed, where necessary.


7.   PROSPECTS
     In the opinion of the directors, the prospects of the group are good for the following reasons:
     • expectations in the UK markets are that property values should continue to recover. Asset prices in Europe have
        stopped declining and while Europe focuses on a number of key macro issues, the group’s investments are in Germany
        and Switzerland where expectations for a recovery in property values are positive.
     • once a general economic recovery is underway it is anticipated that interest rates will rise and will continue to do so for
        an extended period until interest rate levels have normalised. The group will accordingly focus on appropriate interest
        rate hedging strategies;
     • the group will continue to be managed conservatively with a focus on protecting existing assets. The market is presenting
        a number of attractive investment opportunities and these will be assessed in accordance with group strategy, subject
        to available financing and maintaining sound financial health.


8.   ACTION REQUIRED
     Applications for linked units must be made by qualifying investors in accordance with paragraph 12.7 of this prospectus
     on the blue application form accompanying this prospectus.




                                                                                                                                11
     Applications for linked units can only be made for dematerialised units and must be submitted through a CSDP or broker
     in accordance with the agreement governing the relationship between the applicant and the CSDP or broker by the
     cut-off time stipulated by the CSDP or broker.
     If you are in any doubt as to what action to take, you should consult your broker, attorney or other professional advisor
     immediately.
     Allocations of the private placement units will only be made in multiples of 1,000 linked units with a minimum
     subscription price of R10,000. Fractions of linked units will not be issued.
     Linked units will only be capable of being traded on the JSE in dematerialised form.


9.   FURTHER COPIES OF THE PROSPECTUS
     Copies of the prospectus may be obtained during business hours from 08:30 until 17:00 at the following places:
     Redefine International
     Redefine Place, 2 Arnold Road, Rosebank, Johannesburg, 2196, South Africa
     Java Capital
     2 Arnold Road, Rosebank, Johannesburg, 2196, South Africa
     Computershare Investor Services (Proprietary) Limited
     Ground Floor, 70 Marshall Street, Johannesburg, 2001, South Africa




12
DEFINITIONS


In this prospectus and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural
and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons
and associations of persons and vice versa and the words in the first column have the meanings stated opposite them in the
second column, as follows:

“administration agreement”                 the agreement dated 29 September 2006 between the Consortia Partnership and
                                           Redefine Intl plc as described in paragraph 1 of Annexure 23;

“AIM”                                      the AIM market of the London Stock Exchange;

“AIM admission”                            the first admission of the Redefine Intl plc shares issued to trading and the
                                           commencement of dealing therein on AIM on 26 May 2006;

“AIM quoted shares”                        the 298,706,406 Redefine Intl plc shares currently quoted on AIM;

“AIM Rules”                                the rules of the London Stock Exchange from time-to-time which govern the AIM
                                           admission to trading on and the operation of AIM;

“allocation date”                          the date upon which the company determines the allocation of the linked units
                                           to applicants under the private placement, which date shall be no later than Friday,
                                           3 September 2010;

“application form”                         the blue application form in respect of the private placement which is attached
                                           to and forms part of, this prospectus;

“articles”                                 the Articles of Association of Redefine International;

“ASX”                                      the Australian Securities Exchange;

“AUD”                                      Australian Dollars, the legal currency of Australia;

“auditors of Redefine Intl plc”            KPMG, full details of which are set out on page 2 of this prospectus;

“Aviva”                                    Aviva Commercial Finance Limited (registration number 2559391), a company
                                           incorporated and registered in England and Wales, with its registered address
                                           at Sentinel House, 37 Surrey Street, Norwich, Norfolk NR1 3UZ;

“Aviva transaction”                        the transaction concluded with Aviva comprising collectively, the Birchwood
                                           acquisition, the Wigan acquisition and the facility arrangements with Aviva, further
                                           details of which are set out in paragraph 9.4 of the prospectus;

“Birchwood”                                Birchwood Warrington Limited (registration number 94661), a company
                                           incorporated in terms of the laws of Jersey, with its registered address at Whitely
                                           Chambers, Don Street, St. Helier, Jersey, JE4 9WG;

“Birchwood acquisition”                    the acquisition by the group of a further 66.67% of the issued share capital
                                           of Birchwood, further details of which are set out in paragraph 9.4 of the prospectus;

“the board” or “the directors”             the board of directors of the company as listed on page 22 of this prospectus;

“BOMA”                                     the Building Owners and Managers Association;

“business day”                             any day other than a Saturday, Sunday or official public holiday in South Africa;

“BVI”                                      the British Virgin Islands;

“Byron Place”                              Byron Place Seaham Limited (registration number 4819259), a company
                                           incorporated in terms of the laws of laws of England and Wales, with its registered
                                           address at 2nd Floor, 11 Haymarket, London, SW1Y 4BP, England;



                                                                                                                               13
“CHF”                                  Swiss Franc, the legal currency of Switzerland;

“CIF Law”                              Collective Investment Funds (Jersey) Law 1988, as amended;

“certificated units”                   linked units which have not been dematerialised and which are evidenced
                                       by certificates or other physical documents of title;

“Ciref Europe”                         Ciref Europe Limited (registration number 1402118), a company incorporated
                                       in terms of the laws of the BVI, with its registered address at Coastal Building,
                                       Wickhams Cay II, Road Town, Tortola, BVI;

“common monetary area”                 collectively, South Africa, the Kingdoms of Swaziland and Lesotho and the Republic
                                       of Namibia;

“Consortia Partnership”                Consortia Partnership Limited (registered number 87362), a company incorporated
                                       in terms of the laws of Jersey and the company secretary of Redefine Intl plc;

“Coronation Capital”                   Coronation Capital Limited (registered number 264170), a company incorporated
                                       in terms of the laws of the Republic of Ireland, with its registered address at
                                       2nd Floor, 31 – 33, The Triangle, Ranelagh, Dublin 6, the Republic of Ireland;

“Corovest Offshore”                    Corovest Offshore Limited (registered number 83581), a company duly
                                       incorporated in terms of the laws of Jersey, with its registered address at Consortia
                                       Trustees Limited, Channel House, Green Street, St. Helier, Jersey, JE2 4UH;

“CREST”                                the relevant system (as defined in the CREST Regulations) for the paperless
                                       settlement of share transfers and the holdings of linked units in uncertified form in
                                       respect of which Euroclear is the operator, in accordance with which securities may
                                       be held and transferred in uncertified form in the UK;

“CREST Regulations”                    the Uncertificated Securities Regulations 2001 (as amended) and the Companies
                                       (Uncertificated Securities) (Jersey) Order 1999, (as amended) and in the event
                                       of any inconsistency the latter shall prevail;

“Cromwell”                             Cromwell Group comprising Cromwell Corporation Limited and Cromwell
                                       Property Securities Limited as responsible entity for Cromwell Diversified Property
                                       Trust (ARSN 102 982 598), further details of which are provided in paragraph 9.2
                                       of the prospectus;

“Cromwell Corporation Limited”         Cromwell Corporation Limited (ABN 44 001 056 980), a company incorporated in
                                       terms of the laws of Australia, with its registered address at Level 19, 200 Mary Street,
                                       Brisbane, Queensland, Australia, 4000;

“Cromwell December 2009                the agreement dated 22 December 2009 between Redefine Australian Investments
 subscription agreement”               Limited and Cromwell giving effect to the Cromwell investment in December 2009;

“Cromwell Diversified Property Trust” Cromwell Diversified Property Trust (ARSN 102 982 598), a trust established in
                                      terms of the laws of Australia,

“Cromwell investment”                  collectively, the Cromwell investment in December 2009 and the Cromwell
                                       investment in July 2010;

“Cromwell investment in                the acquisition by the group of an initial interest in Cromwell on 24 December 2009,
 December 2009”                        further details of which are provided in paragraph 9.2.1 of this prospectus;

“Cromwell investment in July 2010”     the acquisition by the group of an additional interest in Cromwell on 12 July 2010,
                                       further details of which are provided in paragraph 9.2.2 of this prospectus;

“Cromwell July 2010 subscription       the agreement dated 9 July 2010 between Redefine Australian Investments Limited
 agreement”                             and Cromwell giving effect to the Cromwell investment in July 2010;




14
“Cromwell Property Securities          Cromwell Property Securities Limited (ABN 11 079 147 809), a company
 Limited”                              incorporated in terms of the laws of Australia and the responsible entity for Cromwell
                                       Diversified Property Trust, with its registered address at Level 19, 200 Mary Street,
                                       Brisbane, Queensland, Australia, 4000;

“Cromwell rights issue”                a rights issue announced by Cromwell on 14 July 2010 in terms of which Cromwell
                                       stapled security holders will be offered 1 stapled security for every 10 stapled
                                       securities held at AUD0.72 per stapled security;

“Cromwell stapled security”            a stapled security in Cromwell consisting of one unit in Cromwell Diversified
 or “stapled security”                 Property Trust Limited stapled to one ordinary share in Cromwell
                                       Corporation Limited;

“CSDP”                                 a Central Securities Depository Participant appointed by a shareholder for purposes
                                       of, and in regard to, dematerialisation and to hold and administer securities
                                       or an interest in securities on behalf of a shareholder;

“CYP”                                  Cypriot Pound, the former legal currency of Cyprus;

“debenture trust deed” or “the deed”   the debenture trust deed entered into between the company and the trustee on
                                       16 August 2010, the salient features of which are set out in Annexure 20;

“Delamere Place”                       Delamere Place Crewe Limited (registration number 4984673), a company
                                       incorporated in terms of the laws of England and Wales, with its registered address
                                       at 2nd Floor, 11 Haymarket, London, SW1Y 4BP, England;

“dematerialisation”                    the process whereby certificated units are converted to an electronic form
                                       as dematerialsed units and recorded in the sub-register of unitholders maintained
                                       by a CSDP or broker in South Africa;

“dematerialised unitholders”           Redefine International linked unitholders who hold dematerialised units;

“dematerialised units”                 linked units which have been dematerialised and incorporated in the Strate system
                                       and which are no longer evidenced by physical documents of title;

“distributable core earnings”          profits after tax of Redefine Intl plc available for distribution which include profits
                                       and losses on the disposal of assets but adjusted to exclude revaluation gains
                                       and losses;

“distributable earnings”               Redefine International’s earnings which are available for distribution in terms of the
                                       debenture trust deed, the salient features of which are set out in Annexure 20;

“emigrant”                             an emigrant from South Africa whose address is outside the common
                                       monetary area;

“Euro” or “c”                          the lawful common currency from time-to-time of participating member states of
                                       the EU;

“Euroclear”                            Euroclear UK & Ireland Limited, a company incorporated in terms of the laws
                                       of England and Wales and the operator of CREST;

“Exchange Control Regulations”         the Exchange Control Regulations of South Africa issued under the Currency and
                                       Exchanges Act (Act 9 of 1933), as amended;

“final 2009 dividend”                  the final dividend declared by Redefine Intl plc in respect of the year ended
                                       30 September 2009 which comprised :
                                       • the issue of 199,441 Redefine Intl plc shares on 28 January 2010 to those
                                         shareholders who elected to receive a scrip dividend in the form of Redefine
                                         Intl plc shares, of which 107,500 shares were issued out of treasury shares and
                                         91,941 were new Redefine Intl plc shares; and
                                       • the payment of a cash dividend of £870,917 to those Redefine Intl plc
                                         shareholders who elected to receive a dividend in the form of cash;



                                                                                                                           15
“Financial Services Authority”        the UK Financial Services Authority;
 or “FSA”

“FSMA”                                the UK Financial Services and Markets Act 2000, as amended;

“GBP” or “£” or “pounds sterling”     Great British Pound, the legal currency of the UK;

“GLA”                                 gross lettable area, being the total area of a property that can be rented to a tenant;

“hotel transaction”                   the acquisition of the hotel portfolio by Redefine Hotels, further details of which
                                      are set out in paragraph 9.5 of the prospectus;

“hotel portfolio”                     the hotel properties as further described in paragraph 9.5.1 of the prospectus;

“IFRS”                                International Financial Reporting Standards;

“independent property valuers”        collectively, Colliers International UK plc, BNP Paribus Real Estate (Jersey)
                                      Limited, Dr Lübke GmbH, DTZ Debenham Tie Leung Limited, CB Richard
                                      Ellis – PI Performance and Savills plc full details of which are set out on page 3 of
                                      this prospectus and whose summary valuation reports on the property portfolio are
                                      set out in Annexure 6;

“interim 2010 dividend”               The interim dividend declared by Redefine Intl plc in respect of the period ended
                                      28 February 2010 which comprised:
                                      • the issue of 222,585 Redefine Intl plc shares on 9 July 2010 to those shareholders
                                         who elected to receive a scrip dividend in the form of Redefine Intl plc shares;
                                         and
                                      • the payment of a cash dividend of £2.59 million to those Redefine Intl plc
                                         shareholders who elected to receive a dividend in the form of cash;

“independent reporting accountants” KPMG Inc. (registration number 1999/021543/21), full details of which are set
 and auditors of Redefine International” out on page 2 of this prospectus;
 or “the independent reporting
 accountants”

“Investec Securities”                 Investec Securities Limited (registration number 1972/008905/06), a company
                                      registered and incorporated in terms of the laws of South Africa, with its registered
                                      address at PO Box 78055, Sandton, South Africa, 2146;

“investment management agreement” the agreement dated 18 May 2006 and revised on 17 June 2010 between
                                  Redefine Intl plc and Redefine International Fund Managers, as described more
                                  fully in Annexure 1;

“Java Capital”                        collectively, Java Capital (Proprietary) Limited (registration number
                                      2002/031862/07) and Java Capital Sponsors (Proprietary) Limited (registration
                                      number 2008/005780/07), corporate advisor, legal advisor, sponsor and
                                      bookrunner to Redefine International, full details of which are set out on page 2
                                      and page 4, respectively, of this prospectus;

“Jersey Law”                          the Companies (Jersey) Law 1991, as amended;

“JSE”                                 JSE Limited (registration number 2005/022939/06), licensed as an exchange under
                                      the Securities Services Act (Act 36 of 2004), as amended, and a public company
                                      incorporated in terms of the laws of South Africa;

“JSE Listings Requirements”           the JSE Listings Requirements, as issued by the JSE from time-to-time;

“King Code”                           the Code of Corporate Practices and Conduct in South Africa representing the
                                      principles of good corporate governance as laid out in the King Report, as amended
                                      or replaced from time-to-time;

“last practicable date”               the last trading date before the practical finalisation of this prospectus, being
                                      Wednesday, 4 August 2010;


16
“listing”                                the listing, in terms of the JSE Listings Requirements, of Redefine International in
                                         the “Real Estate – Real Estate Holdings and Development” sector of the JSE lists;

“listing date”                           Tuesday, 7 September 2010, being the date of the listing of Redefine International’s
                                         linked units on the JSE;

“London Stock Exchange” or “LSE”         the London Stock Exchange plc;

“m2”                                     square metres;

“Madison”                                Madison Property Fund Managers Limited (registration number 2005/021874/06),
                                         a private company duly incorporated in terms of the laws of South Africa with its
                                         registered address at Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa
                                         and a wholly-owned subsidiary of Redefine;

“Modus group”                            Modus Ventures Limited (in administration) (registered number 03242751),
                                         a company registered in England and Wales and its subsidiaries;

“net asset value” or “NAV”               the net asset value of the group from time-to-time based on the underlying values
                                         of the assets and liabilities;

“Nominated advisor and broker in the Singer Capital Markets Limited (registration number 05792780), being Redefine
 UK to Redefine Intl plc” or         Intl plc’s nominated advisor for the purposes of the AIM Rules whose responsibilities
“Nomad” or “Singer Capital Markets” under the AIM Rules are owed solely to the LSE and are not owed to Redefine Intl
                                     plc or to any director of Redefine Intl plc or any other person;

“Nominated advisor and broker            the agreement dated 1 October 2008 between Redefine Intl plc and Singer Capital
 agreement”                              Markets as described in paragraph 2 of Annexure 23;

“non-resident”                           a person whose registered address is outside the common monetary area and who
                                         is not an emigrant;

“p” or “pence”                           British pence;

“placing on 21 December 2009”            the placing by Redefine Intl plc of 84,444,444 Redefine Intl plc shares at £0.45 per
                                         Redefine Intl plc share with the existing Redefine Intl plc shareholders at that time,
                                         in terms of which Redefine acquired an economic interest in 66,666,666 Redefine
                                         Intl plc shares via Rand denominated investments in Investec Securities, Sasfin
                                         and Standard Bank, further details of which are provided in paragraph 8.1 of the
                                         prospectus;

“placing on 24 December 2009”            the placing by Redefine Intl plc of Redefine Intl plc shares at £0.52 per Redefine
                                         Intl plc share with the existing Redefine Intl plc shareholders at that time, in terms
                                         of which Redefine acquired an economic interest in 23,000,000 Redefine Intl plc
                                         shares at £0.52 per share via Rand denominated investments in Investec Securities,
                                         Sasfin and Standard Bank, further details of which are provided in paragraph 8.2
                                         of the prospectus;

“placing on 31 January 2010”             the placing by Redefine Intl plc of Redefine Intl plc shares at £0.52 per Redefine
                                         Intl plc share with the existing Redefine Intl plc shareholders at that time, in terms
                                         of which Redefine acquired an economic interest in 57,769,231 Redefine Intl plc
                                         shares at £0.52 per share via Rand denominated investments in Investec Securities,
                                         Sasfin and Standard Bank, further details of which are provided in paragraph 8.3
                                         of the prospectus;

“placing on 13 July 2010”                the placing by Redefine Intl plc of Redefine Intl plc shares at £0.50 per Redefine
                                         Intl plc share with the existing Redefine Intl plc shareholders at that time, in
                                         terms of which Redefine International acquired 60,000,000 Redefine Intl plc
                                         shares at £0.50 per share, further details of which are provided in paragraph 8.4 of
                                         the prospectus;

“placings”                               collectively, the placing on 21 December 2009, the placing on 24 December 2009,
                                         the placing on 31 January 2010 and the placing on 13 July 2010;


                                                                                                                            17
“private placement”                    an offer to qualifying investors by Redefine International to subscribe for
                                       up to 180,000,000 linked units for cash, at the private placement price, prior
                                       to the listing;

“private placement price”              the subscription price for a linked unit in terms of the private placement, being the
                                       Rand equivalent of 50 pence determined at the prevailing Rand/GBP exchange rate
                                       on 30 August 2010;

“private placement units”              up to 180,000,000 linked units to be issued pursuant to the private placement;

“prospectus”                           this prospectus and its annexures thereto, dated 23 August 2010, which have been
                                       prepared in compliance with the JSE Listings Requirements and the South African
                                       Companies Act;

“qualifying investors”                 those specifically identified individuals, selected financial institutions and business
                                       associates of the group to whom the offer under the private placement will
                                       be addressed and made, including existing Redefine linked unitholders;

“R” or “Rand” or “ZAR”                 the South African Rand, the lawful currency of South Africa;

“Redefine” or “the underwriter”        Redefine Properties Limited (formerly Redefine Income Fund Limited) (registration
                                       number 1999/018591/06), a public company duly incorporated in terms of the
                                       laws of South Africa and listed on the JSE, with its registered address at 3rd Floor,
                                       Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa;

“Redefine Hotel Management”            Redefine Hotel Management Limited (registration number 7316555), a company
                                       incorporated and registered in terms of the laws of England and Wales, with its
                                       registered address at 2nd Floor, 11 Haymarket, London, SW1Y 4BP, England;

“Redefine Hotels”                      Redefine Hotel Holdings Limited (registration number 1590979), a company
                                       incorporated and registered in terms of the laws of the BVI, with its registered
                                       address at Coastal Building, Wickhams Cay II, Road Town, Tortola, BVI;

“Redefine International” or            Redefine Properties International Limited (formerly Kalpafon Limited) (registration
“the company”                          number 2010/009284/06), a public company duly incorporated in terms of the
                                       laws of South Africa and to be listed on the JSE limited, with its registered address
                                       at 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa;

“Redefine International debentures”    variable rate subordinated debentures issued by Redefine International with a
                                       nominal value of R5.00 as governed by the deed;

“Redefine International group”         collectively, Redefine International and its subsidiaries, the structure of ownership
 or “the group”                        of which is depicted in Annexure 2;

“Redefine International linked units” Redefine International linked units, each comprising one Redefine International
 or “linked units”                    share indivisibly linked to one Redefine International debenture;

“Redefine International linked         the holders of Redefine International linked units as recorded in Redefine
 unitholders” or “unitholders”         International’s linked register, including all sub-registers;

“Redefine International property       the entire property portfolio currently held by the group comprising 97 properties
 portfolio” or “property portfolio”    as further described in Annexure 4;

,“Redefine International shares”       ordinary shares of 0.1 cent each in the issued share capital of Redefine International;

“Redefine Intl plc”                    Redefine International plc (formerly Ciref Plc) (registered number 91277),
                                       a company incorporated and registered under the Jersey Law, with its registered
                                       address at Channel House, Green Street, St Helier, Jersey, JE 2 4UH, listed on AIM;

“Redefine Intl plc shares”             ordinary shares of 1 pence each in the authorised and/or issued share capital
                                       of Redefine Intl plc;




18
“Redefine Intl plc shareholders”      holders of Redefine Intl plc shares, as recorded in Redefine Intl plc’s share register;

“Redefine linked units”               Redefine linked units listed on the JSE, each comprising one Redefine share
                                      indivisibly linked to one Redefine debenture;

“Redefine linked unitholders”         the holders of Redefine linked units as recorded in Redefine’s linked register,
                                      including all sub-registers;

“Redefine loan”                       collectively, a loan of R347,732,000 advanced by Redefine to Redefine International
                                      which was used to fund the Cromwell investment in July 2010 and a loan of a Rand
                                      equivalent of up to £3 million which will be used to partially fund Redefine Intl
                                      plc’s participation in the Cromwell rights issue;

“Redefine Properties”                 Redefine Properties Opco (Proprietary) Limited (formerly Outward Investments
                                      (Proprietary) Limited) (registration number 1998/025740/07), a limited liability
                                      private company duly incorporated in terms of the laws of South Africa and
                                      a wholly-owned subsidiary of Redefine, with its registered address at 3rd Floor,
                                      Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa;

“rentable area”                       the rentable area as determined in line with guidelines set out by BOMA;

“RIN Fund Managers” or the            Redefine International Fund Managers Limited (formerly Corovest Fund Managers
“investment manager”                  Limited) (registered number 605116), a company incorporated in terms of the
                                      laws of the BVI and its subsidiaries, with its registered address at Coastal Building,
                                      Wickhams Cay II, Road Town, Tortola, BVI;

“RIN Fund Managers Europe” or the     Redefine International Fund Managers Europe Limited (formerly Corovest
“European manager”                    Fund Managers Europe Limited) (registered number 1402084), a company
                                      incorporated in terms of the laws of the BVI and its subsidiaries, with its registered
                                      address at Coastal Building, Wickhams Cay II, Road Town, Tortola, BVI;

“RIN Hotels” or the “hotel manager”   Redefine International Hotels Limited (formerly Corovest International Hotels
                                      Limited) (registered number 1522323) a company incorporated in terms of the
                                      laws of the BVI and its subsidiaries, with its registered address at Coastal Building,
                                      Wickhams Cay II, Road Town, Tortola, BVI;

“RIN Investment Managers (UK)”        Redefine Investment Managers (UK) Limited (formerly Corovest Fund Managers
 or the “UK manager”                  (UK) Limited) (registered number 6492492), a company incorporated in terms
                                      of the laws of England and Wales, with its registered address at 2nd Floor,
                                      11 Haymarket, London, SW1Y 4BP, England;

“RIN Management” or the               Redefine International Management Limited (formerly Corovest International
“group services manager”              Limited) (registration number 361434), a company incorporated in terms
                                      of the laws of the Republic of Ireland and a wholly-owned subsidiary of Redefine
                                      International Fund Managers, with its registered address at 2nd Floor, 31 – 33,
                                      The Triangle, Ranelagh, Dublin 6, the Republic of Ireland;

“RIN management group”                collectively, RIN Fund Managers, RIN Investment Managers (UK), RIN Fund
                                      Managers Europe, RIN Hotels, RIN Management and Wichford Property
                                      Management;

“sale of shares agreement”            the agreement between Redefine and Redefine International, dated 10 August 2010,
                                      in terms of which 168,505,303 shares held by Redefine Properties were sold to
                                      Redefine International with effect from 10 August 2010;

“SARB”                                South African Reserve Bank;

“Sasfin”                              Sasfin Securities (Proprietary) Limited (registration number 1996/005886/07),
                                      a company incorporated and registered in terms of the laws of South Africa, with its
                                      registered address at 29 Scott Street, Waverley, Johannesburg, 2090, South Africa;

“Seaham”                              collectively, Seaham Limited, Seaham Wax and Byron Place;




                                                                                                                          19
“Seaham acquisition”                  the acquisition by the group of the remaining 50% interest in the Byron Place
                                      Shopping Centre through the acquisition by Seaham Wax of the entire issued share
                                      capital of Seaham Limited, further details of which are provided in paragraph 9.3
                                      of this prospectus;

“Seaham Limited”                      Seaham Limited (registration number 5893492), a company incorporated in terms
                                      of the laws of England and Wales and a wholly-owned subsidiary of Seaham
                                      Wax, with its registered address at 2nd Floor, 11 Haymarket, London, SW1Y
                                      4BP, England;

“Seaham Wax”                          Seaham Wax (registration number 1503562), a company incorporated in terms
                                      of the laws of the BVI and a wholly-owned subsidiary of the group, with its registered
                                      address at Coastal Building, Wickhams Cay 11, Road Town, Tortola, BVI;

“SENS”                                Securities Exchange News Service of the JSE;

“Shopping Centre Portfolio”           has the meaning ascribed thereto in paragraph 9.4 of this prospectus, which were
                                      formerly owned by or co-owned with the Modus group (now in administration)
                                      or other third party investors, further details of which are set out in paragraph 9.4.2
                                      of the prospectus and Annexure 4;

“South Africa”                        the Republic of South Africa;

“South African Companies Act”         the South African Companies Act (Act 61 of 1973), as amended;

“South African Income Tax Act”        the South African Income Tax Act (Act 58 of 1962), as amended;

“sq ft”                               square feet;

“Standard Bank”                       The Standard Bank of South Africa Limited (registration number 1962/000738/06),
                                      a company incorporated and registered in terms of the laws of South Africa;

“Standard Bank (Isle of Man)”         Standard Bank Group International Limited (registration number 000047),
                                      a company duly incorporated in the Isle of Man, with its registered address
                                      at Standard Bank House, One Circular Road, Douglas IM1 1SB, Isle of Man;

“Strate”                              Strate Limited (registration number 1998/022242/06), a private company registered
                                      in terms of the Securities Services Act (Act 36 of 2004), as amended, responsible for
                                      the electronic settlement system of the JSE;

“tangible net asset value”            the net asset value of the group from time-to-time based on the underlying
                                      values of the assets and liabilities, excluding the value of goodwill and the value
                                      of intangible assets;

“transaction costs”                   the costs and expenses incurred or to be incurred in respect of the listing, as set out
                                      in Annexure 22;

“transfer secretaries” or             Computershare Investor Services (Proprietary) Limited (registration number
“Computershare SA”                    2004/003647/07), a private company incorporated in terms of the laws of South
                                      Africa, full details of which are set out on page 3 of this prospectus;

“Tritam”                              Tritam Investments Limited (registration number 1067775), a company
                                      incorporated in terms of the laws of the BVI;

“trustee for Redefine International   Java Capital Sponsors (Proprietary) Limited (registration number 2008/005780/07),
 debenture holders”                   full details of which are set out on page 4 of this prospectus;

“underwriting agreement”              the agreement between Redefine and Redefine International dated 10 August 2010
                                      in terms of which Redefine agreed to underwrite £45 million of the private
                                      placement, further details of which are set out in paragraph 12.16 of the prospectus;

“UK” or “United Kingdom”              the United Kingdom of Great Britain and Northern Ireland;

“US$”                                 the American dollar;


20
“West Orchards”                  West Orchards Coventry Limited (registration number 6192658), a company
                                 incorporated in terms of the laws of England and Wales, with its registered address
                                 at 2nd Floor, 11 Haymarket, London, SW1Y 4BP, England;

“Wichford”                       Wichford P.L.C. (registered number 111198C), a public company duly incorporated
                                 in terms of the laws of the Isle of Man and listed on the Main Market of the London
                                 Stock Exchange, with its registered address at Top Floor, 14 Athol Street, Douglas,
                                 Isle of Man, IM1 15A;

“Wichford investment”            the acquisition by the group of 230,772,000 shares in Wichford, further details of
                                 which are provided in paragraph 9.1 of this prospectus;

“Wichford Property Management”   Wichford Property Management Limited (registered number 04469376),
                                 a private company incorporated in terms of the laws of England and Wales;

“Wigan”                          Modus Properties (Wigan) Limited (registration number 04191641), a company
                                 incorporated in terms of the laws of England and Wales, with its registered address
                                 at 1 The Embankment, Neville Street, Leeds, West Yorkshire, L81 4DW, England;
                                 and

“Wigan acquisition”              the acquisition by the group of a 50% interest in Wigan, further details of which
                                 are set out in paragraph 9.4.3 of this prospectus.




                                                                                                                 21
                              Redefine Properties International Limited
                                                   (formerly Kalpafon Limited)
                                             (Incorporated in the Republic of South Africa)
                                                (Registration number 2010/009284/06)
                                            JSE share code: RIN      ISIN: ZAE000149282
                                       (“Redefine International” or “the company”)


PROSPECTUS


Directors of the company
Gavin Robert Tipper# (Chairman)                                    John Henry Ruddy#
Michael James Wills Farrow#                                        Peter McAllister Todd#
Bernard Nackan#                                                    Marc Wainer*
Andrew Rowell (Financial Director)                                 Michael John Watters (Chief Executive Officer)
* Non-executive
# Independent non-executive



BACKGROUND


1.   INTRODUCTION
     Redefine International was incorporated in South Africa as a public company on 11 May 2010 (under the name
     Kalpafon Limited) as a wholly-owned subsidiary of Redefine and was established to hold Redefine’s interest in Redefine
     Intl plc. Kalpafon Limited changed its name to “Redefine Properties International Limited” on 23 July 2010. On
     10 August 2010, Redefine disposed of its interest in 168,505,303 shares in Redefine Intl plc (representing 56.41% of the
     total Redefine Intl plc shares in issue at the time of the disposal and which were previously held via Rand denominated
     investments in Investec Securities, Sasfin and Standard Bank) to Redefine International in return for 168,505,303
     Redefine International linked units.
     Redefine International’s sole asset comprises its controlling shareholding in Redefine Intl plc and prior to implementation
     of the private placement, each linked unit effectively equates to one share in Redefine Intl plc.


2.   BACKGROUND TO REDEFINE INTL PLC
     Redefine Intl plc was incorporated and registered as a closed-ended property investment and development company
     on 28 September 2005 in Jersey with the name Ciref Limited (which was subsequently renamed to Ciref Plc).
     Redefine Intl plc was established to invest in commercial real estate and real estate securities primarily in the United
     Kingdom, Europe and Australia, with a focus on retail and commercial assets. On 1 July 2010 Redefine Intl plc changed
     its name from “Ciref Plc” to “Redefine International plc”.
     The group is managed by RIN Fund Managers, a British Virgin Islands regulated fund and investment manager.
     Redefine Intl plc was admitted to trading on the AIM market of the London Stock Exchange on 26 May 2006.




22
     At the time of admission to AIM, Redefine Intl plc had 15,354,357 shares in issue and placed 20,150,000 shares at
     140p per share thereby raising £26.7 million of capital, after listing expenses.
     Redefine Intl plc is currently quoted on AIM and has at the last practicable date 298,706,406 shares in issue, which at
     the trading price at the last practicable date of 53.5 pence per share equates to a market capitalisation of approximately
     £160 million.


3.   PURPOSES OF THE LISTING AND THE PRIVATE PLACEMENT
     The main purposes of the listing and the private placement are to:
     • provide South African investors, both institutional and private, the opportunity to participate in the income streams
        and future capital growth of Redefine Intl plc through an investment in Redefine International; and
     • provide an additional source of capital to fund the growth aspirations of the group.
     In compliance with the JSE Listings Requirements and the South African Companies Act, the purposes of this prospectus
     are to:
     • provide qualifying investors with the relevant information regarding the group, its property portfolio and its directors
        and management;
     • provide qualifying investors with details of the group’s strategy and vision;
     • enable Redefine International to obtain a listing of its entire issued share capital on the JSE and set out the salient dates
        and terms of the listing; and
     • provide details of the private placement.
     The listing is being preceded by the private placement in order to afford qualifying investors the ability to participate
     in the equity of Redefine International.
     The capital raised in terms of the private placement will be used to subscribe for additional shares in Redefine Intl plc
     and repay the Redefine loan. Redefine Intl plc will use the capital received from Redefine International to expand the
     group’s business of investing in commercial real estate primarily in the United Kingdom, Europe and Australia through
     appropriate acquisitions and/or joint venture initiatives as and when opportunities arise and which may be outside of the
     UK, Europe and Australia.




                                                                                                                                 23
THE GROUP


4.   NATURE OF BUSINESS, GROUP STRUCTURE AND CHANGE OF NAME AND YEAR END

     4.1   Nature of business
           Redefine International’s sole asset is a controlling interest in Redefine Intl plc. Redefine Intl plc is a property
           investment and development company which has investments in commercial and retail investment properties
           in the UK, Switzerland, Germany and the Channel Islands that provide sustainable occupancy rates and income
           flows, together with opportunities for development and significant value enhancement.
           The group also has investments in listed securities in the UK and Australia which are focused exclusively on the
           real estate sector.
           The investments of the group are managed by RIN Fund Managers, a BVI regulated fund and investment manager
           in terms of the investment management agreement.
           Redefine Intl plc is the successor entity to the Corovest International Real Estate Fund. The Corovest International
           Real Estate Fund was a sub-fund of the Corovest Property Investment Fund (“CPIF”), an open-ended umbrella
           type investment company which was incorporated in the Cayman Islands on 4 March 2001. CPIF was registered
           as a mutual fund under the Mutual Funds Law of the Cayman Islands on 27 July 2004. Redefine Intl plc was
           incorporated (under the name Ciref Limited) on 28 September 2005 and on 30 September 2005 the assets of the
           Corovest International Real Estate Fund were transferred to Redefine Intl plc.

     4.2   Group structure
           The diagram below provides a high level summary of the group structure:




           A detailed organogram of the group and details of each subsidiary is presented in Annexure 2.

     4.3   Change of name and year end of Redefine Intl plc
           As a consequence of Redefine increasing its shareholding in Redefine Intl plc pursuant to the placings, Redefine
           Intl plc:
           • sought and received shareholder approval to change its name from “Ciref Plc” to “Redefine International plc”; and
           • changed its financial year end from 30 September to 31 August. The reason for the change in year end was
              to align the financial year end of Redefine Intl plc with the financial year end of its majority shareholder
              being Redefine.



24
5.   OBJECTIVE
     The group’s principal objective is to generate total returns for investors through net asset value growth, primarily through
     capital enhancement of the group’s portfolio, and the payment of distributions.
     It will seek to achieve this by investing in a growing portfolio of predominantly commercial real estate assets primarily
     in the UK and Europe, with a focus on retail and commercial assets as well as opportunistically investing in listed property
     securities in the UK, Europe and Australia.
     Redefine Intl plc’s previous dividend policy was to pay dividends twice yearly on an interim and final basis, representing
     in aggregate approximately 4.5 percent of the group’s net asset value. With effect from the placing on 21 December 2009,
     the board of Redefine Intl plc changed the dividend policy from one linked to NAV to one related to the distributable
     core earnings in any given financial period. In terms of the revised dividend policy, Redefine Intl plc will pay out not less
     than 100% of distributable core earnings in dividends in each financial period.
     In order to ensure that, notwithstanding its dividend policy, Redefine Intl plc has sufficient capital to maintain its assets,
     Redefine Intl plc will set aside a capital maintenance fund, the quantity of which will be reviewed from time-to-time.
     The directors of Redefine International intend to make interest distributions twice yearly, which are expected
     to be declared for the six-month periods ended August and February. The interest distributions will be based on the
     company’s distributable earnings.
     The first distribution to Redefine International linked unitholders will be in respect of the six month period ending
     28 February 2011.

6.   STRATEGY
     The group is a hybrid property fund with exposure to a broad range of properties, listed property securities and
     geographical areas.
     The group’s strategy is to provide investors with strong investment returns and a balanced exposure to lower risk income-
     generating assets and opportunities that will provide a higher capital return.
     In implementing its strategy, the group contemplates available opportunities and future undertakings that will yield
     satisfactory returns at acceptable risk levels. In making investments the group seeks to achieve a reasonable level of
     diversification across types of assets and geographies.
     The group has historically selected property investments on the basis of four criteria:
     • stable income investments that produce a stable, predictable and low risk income stream but where there are
       opportunities to enhance the value of the investments;
     • major development projects which provide opportunities for considerable redevelopment and where major parts of the
       developments can be pre-let to businesses with strong rental covenants. These are multi-year projects which generally
       require high levels of funding and which may be delayed in difficult markets to reduce risk;
     • value enhancing projects which are smaller properties that can be converted on a relatively low risk basis to provide
       premium commercial space;
     • investments in property securities which are acquired when their value is considered superior to physical property.
       These investments are often of a strategic nature where the shareholding can be used to unlock value in underlying
       property assets or significant influence can be exerted through board representation or through management.
     These criteria continue to be applied however the group will increasingly look at other property investments where
     opportunities arise as markets recover. Investments outside the above criteria will only be made where risk adjusted
     returns to shareholders are satisfactory and the group has the reserves necessary to extract an above-market return from
     the investments.
     The group’s investments currently fall into three major geographies (UK, Western Europe and Australia) and are managed
     and resources are allocated on that basis. Cognisance is taken of the levels of investment in each category, by geography,
     and value concentration risk is avoided or managed, where necessary.

7.   PROSPECTS
     In the opinion of the directors, the prospects of the business of the group are good for the following reasons:
     • Expectations in the UK markets are that property values should continue to recover. Asset prices in Europe have
        stopped declining and while Europe focuses on a number of key macro issues, the group’s investments are in Germany
        and Switzerland where expectations for a recovery in property values are positive.



                                                                                                                                25
     • Once a general economic recovery is underway it is anticipated that interest rates will rise and will continue to do
       so for an extended period until interest rate levels are normalised. The group will accordingly focus on interest rate
       hedging strategies.
     • The group will continue to be managed conservatively with a focus on protecting existing assets. The market
       is presenting a number of attractive investment opportunities and these will be assessed in accordance with group
       strategy, subject to available financing and maintaining sound financial health.

8.   REDEFINE INTL PLC PLACINGS
     In the last 12 months Redefine significantly increased its economic interest in Redefine Intl plc from 28.6% to 76.5%,
     by participating in the following placings by Redefine Intl plc.

     8.1   Placing on 21 December 2009
           Pursuant to the placing of 84,444,444 shares on 21 December 2009, Redefine acquired an economic interest
           in 66,666,666 Redefine Intl plc shares at 45 pence per share in terms of the placing on 21 December 2009 via Rand
           denominated investments in Investec Securities, Sasfin and Standard Bank.
           The funds raised from the placing of 84,444,444 shares on 21 December 2009, which totalled £38 million before
           expenses, were used for the Wichford investment and will be used to partially fund the Aviva transaction.

     8.2   Placing on 24 December 2009
           Redefine Intl plc undertook a further placing on 24 December 2009. Pursuant to the placing on
           24 December 2009, Redefine acquired a further economic interest in 23,000,000 Redefine Intl plc shares
           at 52 pence per share. Immediately following the placing on 24 December 2009, Redefine held an interest
           in 110,736,072 Redefine Intl plc shares via Rand denominated investments in Investec Securities, Sasfin and
           Standard Bank. The Rand denominated investments represented approximately 61.1 percent of Redefine Intl plc’s
           issued share capital which at the time consisted of an aggregate of 181,204,721 shares.
           The funds raised from the placing on 24 December 2009, which totalled £11.96 million before expenses, were
           used to partially finance the Cromwell investment in December 2009, details of which are set out in paragraph 9.2
           of the prospectus.

     8.3   Placing on 31 January 2010
           Redefine Intl plc undertook a further placing on 31 January 2010. Pursuant to the placing on 31 January 2010,
           Redefine Intl plc acquired a further economic interest in 57,769,231 Redefine Intl plc shares at 52 pence per
           share. Immediately following the placing on 31 January 2010, Redefine held an interest in 168,505,302 Redefine
           Intl plc shares via Rand denominated investments in Investec Securities, Sasfin and Standard Bank. The Rand
           denominated investments represented approximately 70.66% of Redefine Intl plc’s issued share capital which
           at the time consisted of an aggregate of 298,706,406 shares.
           The funds raised from the placing on 31 January 2010, which totalled £30 million before expenses, were used
           to repay a £15 million bridging loan used to partially finance the Cromwell investment in December 2009 and
           to restore the company’s cash resources.

     8.4   Placing on 13 July 2010
           Redefine Intl plc undertook a further placing on 13 July 2010. Pursuant to the placing on 13 July 2010, Redefine
           International acquired 60,000,000 Redefine Intl plc shares at 50 pence per share. Redefine International funded the
           acquisition of the 60,000,000 Redefine Intl plc shares by way of a R347,732,000 loan from Redefine. Immediately
           following the placing on 13 July 2010 and as at the last practicable date, Redefine together with Redefine
           International held in aggregate an interest in 228,505,303 Redefine Intl plc shares representing approximately
           a 76.50% shareholding.
           The 60,000,000 Redefine Intl plc shares will not rank for dividends in respect of the period from 1 March 2010
           to 31 August 2010.
           The funds raised from the placing on 13 July 2010, which totalled £30 million before expenses, were used to participate
           in the Cromwell investment in July 2010, details of which are set out in paragraph 9.2.2 of the prospectus.

9.   ACQUISITIONS
           Details of acquisitions which were concluded in the three years preceding the last practicable date are set out
           in Annexure 5.


26
      The following acquisitions were concluded after 30 September 2009, being the latest financial year end of
      Redefine Intl plc.

9.1   Wichford investment
      Part of the net proceeds which were raised through the placing on 21 December 2009 were used by Redefine Intl
      plc to acquire 204,272,000 Wichford shares (approximately 19.2% of Wichford’s issued share capital at the time)
      in which Redefine held an economic interest (via Rand denominated investments made by utilising Sasfin and
      Standard Bank’s offshore investment allowances) for a total consideration of £20.4 million. The Wichford investment
      was effective from 22 December 2009. Redefine Intl plc has subsequently increased its shareholding in Wichford
      from 19.2% to 21.73% through the purchase of an additional 26,500,000 Wichford shares at an average price
      of 8.9 pence per share on the London Stock Exchange.
      Wichford is a property investment company, registered in the Isle of Man and listed on the Main Market
      of the LSE. At 30 September 2009, it held a portfolio of 75 properties occupied principally by central and state
      government bodies in both the UK and Continental Europe totalling over 341,014 m2 (3,681,307 million sq ft)
      and was independently valued at £526.9 million.
      On a trading operations level, Wichford achieved a profit of £9.1 million (2008: £10.3 million profit) for the
      year ended 30 September 2009. The loss of £75.4 million (2008: £130.4 million loss) which Wichford incurred
      in respect of the year ended 30 September 2009 was largely as a result of a deficit on investment property
      revaluations of £80.7 million (2008: £140.8 million deficit).
      The net asset value of Wichford increased from £47.4 million at 30 September 2009 to £57.0 million at
      31 March 2010 principally due to the profit before tax of £18.3 million reported for the six months which
      included a surplus on revaluation of investment properties of £14.2 million as well as continuing profits from
      trading operations.

9.2   Cromwell
      Cromwell (ASX:CMW) is an Australian Property Trust whose capital consists of stapled securities comprising units
      in Cromwell Diversified Property Trust (an Australian Real Estate Investment Trust) which are contractually bound
      to ordinary shares in Cromwell Corporation Limited (a successful Australian property funds management business).
      Cromwell has a track record for developing high quality, high yielding investment products and delivering strong
      returns to investors.
      Cromwell announced its interim results for the six months ended 31 December 2009 on the ASX on
      18 February 2010. Cromwell advised that it had achieved operating earnings of AUD33.4 million (being
      4.7 Australian cents per share) during its interim period and was on track to achieve operating earnings of
      8.5 Australian cents per share with no further transactional activity. For the six months ended 31 December 2009,
      Cromwell reported a profit after tax and minority interests of AUD4.2 million (2009: loss of AUD72.6 million)
      after adjusting for gains on available-for-sale financial assets, fair value adjustments and non-cash property income
      and expenses.
      Cromwell completed external valuations on 15 of its 23 property assets in the six months to December 2009,
      representing approximately 47% of its property portfolio by value. The revaluations resulted in a small decrease in
      values of 2.4%.
      As a consequence of the small decrease, Cromwell’s net tangible asset value per security was AUD0.73, down from
      AUD0.76 in June 2009, while its weighted average capitalisation rate was 8.54% compared to 8.40% in June 2009.
      The relative strength of Cromwell’s portfolio was underpinned by its overweight exposure to the Melbourne and
      Canberra commercial property markets where rents were more resilient than other markets.
      Cromwell’s fund management operations continued its strong recovery in the first half with the successful completion
      of an AUD91 million capital raising for the Cromwell Riverpark Trust which was the largest in Australia for the
      last two years.
      As at 31 December 2009, Cromwell had gross assets of AUD1.308 billion.
      In the last 12 months Redefine Intl plc concluded the following investments into Cromwell:

      9.2.1   Cromwell investment in December 2009
              Redefine Intl plc announced on 24 December 2009 that it had agreed through its wholly-owned subsidiary
              Redefine Australian Investments Limited, to subscribe for a strategic minority stake of 12.97% in Cromwell
              through a subscription in cash for 104,750,000 new stapled securities in Cromwell.



                                                                                                                        27
                   The subscription price payable by Redefine Intl plc was AUD0.70 per new Cromwell stapled security.
                   The total consideration for the investment was £40.27 million (AUD73.3 million) which was financed
                   through the placing on 24 December 2009, a bridging loan of £15 million (which was repaid out of the
                   proceeds of the placing on 24 December 2009) and internal cash resources.

           9.2.2 Cromwell investment in July 2010
                   Redefine Intl plc announced on 13 July 2010 that it had agreed through its wholly-owned subsidiary
                   Redefine Australian Investments Limited, to subscribe for a further minority stake of 6.88% in Cromwell
                   through a subscription in cash for 69,333,333 new stapled securities in Cromwell.
                   The subscription price payable by Redefine Intl plc was AUD0.75 per new Cromwell stapled security.
                   The total consideration for the investment was £30 million (AUD52 million) which was financed through
                   the placing on 13 July 2010.

           9.2.3 The Cromwell rights issue
                   On 14 July 2010, Cromwell announced the Cromwell rights issue. Redefine Intl plc intends participating
                   in the Cromwell rights issue to the extent Redefine Intl plc’s holding in Cromwell does not exceed
                   19.9% at completion of the allotment and issue of the securities under the Cromwell rights issue.
                   On the assumption all of Cromwell’s stapled security holders follow their rights, Redefine Intl plc will
                   follow its rights up to a maximum amount of £8 million (approximately AUD 14 million).
                   In order to partially fund its obligations under the Cromwell rights issue, Redefine Intl plc will place
                   up to 6,000,000 shares with Redefine International on or about 18 August 2010 at a price of 50 pence per
                   Redefine Intl plc share. Redefine International will in turn fund the acquisition of the Redefine Intl plc
                   shares by way of a loan from Redefine up to a maximum amount of £3,000,000.

     9.3   Seaham acquisition
           On 25 March 2010, Redefine Intl plc acquired the remaining 50% interest in the Byron Place Shopping Centre
           through the acquisition of 100% of the issued share capital of Seaham Limited. The shares in Seaham Limited
           were acquired via Redefine Intl plc’s wholly-owned subsidiary Seaham Wax, from Aaron Wacks for an aggregate
           consideration of £1.1 million. This consideration was funded through internal cash resources. Collectively, Byron
           Place and Seaham Limited are the joint beneficial owners of the Byron Place Shopping Centre, Seaham, further
           details of which are set out in Annexure 4.

     9.4   The Aviva transaction

           9.4.1   Introduction
                   Pursuant to certain joint venture arrangements, Modus group and Redefine Intl plc co-invested via various
                   companies into Delamere Place Shopping Centre, West Orchards Shopping Centre, Byron Place Shopping
                   Centre and Birchwood Shopping Centre (the “Shopping Centre Portfolio”), further details of each of
                   which are set out in Annexure 4.
                   Modus group was subsequently placed into administration and accordingly was unable to fund certain
                   of the investments into the Shopping Centre Portfolio which resulted in those entities defaulting on certain
                   undertakings to the funder of the Shopping Centre Portfolio, Aviva.
                   Subsequent discussions and negotiations ensued between Redefine Intl plc, the Modus group
                   in administration and Aviva, which has resulted in the conclusion of the transactions set out below including
                   the acquisition by Redefine Intl plc of 50% of the issued shares in Wigan, which owns the Grand Arcade
                   Shopping Centre (further details of which are set out in Annexure 4) and the restructuring of the debt
                   associated with the Shopping Centre Portfolio including the Grande Arcade Shopping Centre.

           9.4.2   History regarding Redefine Intl plc’s current interest in the Shopping Centre Portfolio
                   Delamere Place Shopping Centre
                   Redefine Intl plc acquired a shareholding in the Delamere Place Shopping Centre in 2004. The interest
                   was held via its subsidiary company, Tritam, which in turn held a 50% share in Delamere Place (previously
                   Modus Corovest (Crewe) Limited).
                   On 13 February 2009, Tritam capitalised a shareholder loan of £995,161.94 into the ordinary share capital
                   of Delamere Place increasing Tritam’s total equity holding in Delamere Place from 50% to 99.2%.



28
        Redefine Intl plc currently owns 90.78% of Tritam which in turn owns 99.2% of Delamere Place. Delamere
        Place owns the Delamere Place Shopping Centre.
        West Orchards Shopping Centre
        On 9 July 2007, Redefine Intl plc, acquired, through West Orchards (previously Modus Corovest
        (Coventry) Limited), a 50% shareholding in the West Orchards Shopping Centre.
        On 13 February 2009, Ciref Coventry Limited, a subsidiary of Redefine Intl plc, capitalised a shareholder
        loan of £3,719,107.06 into the ordinary share capital of West Orchards increasing Ciref Coventry Limited’s
        total equity holding in West Orchards from 50% to approximately 99.78%.
        Redefine Intl plc currently owns 81.25% of Ciref Coventry Limited which in turn owns 99.78% of West
        Orchards. West Orchards owns the West Orchards Shopping Centre.
        Byron Place Shopping Centre
        Redefine Intl plc acquired an initial 50% shareholding in the Byron Place Shopping Centre via its subsidiary
        Byron Place in March 2009. A further 50% was acquired in March 2010 under the Seaham acquisition.
        Accordingly, Redefine Intl plc currently owns 100% of Byron Place and 100% of Seaham Limited who are
        the joint legal owners of the Byron Place Shopping Centre.
        Birchwood Shopping Centre
        On 6 November 2006, Redefine Intl plc acquired a 33.33% stake in Birchwood, which owns the Birchwood
        Shopping Centre.
        A further 62.27% of Birchwood has been acquired by way of a capitalisation by that company of £531,850
        debt due to Redefine Intl plc and the balance of some 0.4% has been acquired from the only other
        shareholder, The Peterlee Partnership, for an amount of £4 with effect from 15 July 2010. Following such
        capitalisation and acquisition, Redefine Intl plc owns 100% of Birchwood.

9.4.3   The transaction
        Contracts have been exchanged between various parties including Aviva to, inter alia, restructure the senior
        debt on the Delamere Place Shopping Centre, the West Orchards Shopping Centre, the Byron Place
        Shopping Centre and the Birchwood Shopping Centre.
        In addition, provided the restructuring agreement detailed below becomes unconditional, Redefine Intl
        plc has acquired 50% of Redefine Wigan Limited which in turn owns 100% of Wigan, which in turn
        owns 100% of Modus Wigan Limited (“MWL”). MWL owns the Grand Arcade Shopping Centre, further
        details of which are set out in Annexure 4.
        Each of Wigan and MWL form part of the Modus group, which group as indicated above is currently in
        administration.
        Modus Properties (Wigan) Limited
        An agreement was entered into between Redefine Intl plc and Brendan Flood, Mike Riddell, Simon Fine
        and Martin Abrahamson of Wigan dated in or about 2009 in terms of which, inter alia, Redefine Intl plc
        or a wholly-owned subsidiary, being Redefine Wigan Limited, acquired 100% of Wigan for a purchase
        consideration of £4.00 with effect from completion under that agreement.
        The parties to that agreement have agreed that completion will only occur after the restructuring agreement
        referred to below has become unconditional.
        Upon the restructuring agreement referred to below becoming unconditional, Sandgate Wigan Limited
        has undertaken to purchase from Redefine Intl plc 50% of Redefine Wigan Limited for a purchase
        consideration of £1.
        Accordingly, upon completion of the restructuring agreement, Redefine Intl plc will indirectly hold 50%
        of the Grande Arcade Shopping Centre.
        Completion under the restructuring agreement also includes, inter alia, the conclusion of an amended and
        restated term loan facility agreement between Aviva, as the lender and Wigan, as the borrower, the terms
        of which are set out in Annexure 18.




                                                                                                                 29
     The debt restructuring
     A restructuring agreement was entered into between Redefine Intl plc, Aviva and Norwich Union Mortgages
     (General) Limited (solely in its capacity as security trustee in respect of certain security documents having
     transferred to Aviva all of its right, title, interest and benefit in the various facility agreements and security
     documents to which it was an original party) (“NUMG”) on 15 July 2010 in terms of which, inter alia:
     • each of NUMG and Aviva (the “Lenders”) undertake, inter alia, not to exercise or take further steps
        in the exercise of its rights in relation to certain defaults on and/or breaches of certain of the loan
        facilities provided in respect of the Shopping Centre Portfolio;
     • each of Delamere Place, Byron Place, West Orchards, Birchwood, Wigan, MWL, Seaham Limited,
        Redefine Intl plc and Coronation Capital are to conclude certain deeds and documents including,
        inter alia:
        – the Amended and Restated Loan Terms;
        – New Term Loan Facility Agreement between Aviva and Birchwood Warrington Limited (the “new
            Birchwood facility agreement”);
        – Convertible Loan Facility Agreement made between Aviva and Redefine Intl plc (“convertible loan
            facility agreement”),
     (“the restructuring agreement”).

     Conditions
     The restructuring agreement is conditional upon certain conditions precedent coming into effect including,
     amongst others, a condition relating to the approval by the requisite majority of the unsecured creditors
     of Wigan and MWL of the Company Voluntary Administration (“CVA”) in respect of that company
     and the expiry of the 28-day challenge period referred to in section 6(3)(a) of the Insolvency Act 1986
     (under UK law) without any notice of challenge being served, in respect of both Wigan and MWL.
     Approval of the requisite majority of unsecured creditors was obtained on 6 August 2010. However, expiry
     of the 28-day challenge period will only occur on 5 September 2010. In this regard it should be noted that
     there is limited recourse available to objecting creditors.
     The deeds and documents referred to in the restructuring agreement including those detailed above, will
     only be executed upon this condition relating to the CVA being fulfilled.
     Should the CVA be successfully challenged by a creditor and the Aviva transaction is consequently not
     implemented, Aviva has indicated that it would be willing to enter into a revised restructuring agreement
     which excludes the acquisition of Wigan but leaves the remaining Aviva transaction intact.
     The Amended and Restated Loan Terms
     The terms of these loans have been included in Annexure 18.
     The new Birchwood facility agreement
     The terms of this loan is as follows:
     • Lender: Aviva
     • Borrower: Birchwood
     • Date of agreement: date of completion of the restructuring agreement
     • Facility Amount: £29,150,000
     • Purpose: The facility amount shall be employed to refinance in part the existing facility being a term
       loan facility agreement dated 16 November 2006 made between NUMG, as the original lender and
       Birchwood in respect of a loan facility in an aggregate amount of £42 million, the terms of which have
       been more fully set out in Annexure 18
     • Interest Rate: 6.1% per annum
     • Interest Period Date: 3-month period commencing on date of completion of the restructuring agreement
     • Capital Repayments: Birchwood must repay £9,150,000 of the facility amount before the termination
       date in such instalments and on such dates specified by Aviva from time-to-time to Birchwood,
       in writing, the first instalment being due on the interest payment date following the third anniversary
       of the date of the facility agreement
     • Termination Date: 25 years from the date of drawdown of the facility amount, which will be some time
       in 2035


30
• Mortgaged properties:
  – Birchwood Shopping Centre, Dewhurst Road, Warrington;
  – The Grand Arcade Shopping Centre, Wigan;
  – 25 and 27 Standishgate, Wigan;
  – 1 and 13 to 25 (odd) Standish Gate and land and buildings on the north side of Crompton
     Street, Wigan;
  – Byron Place Shopping Centre, Seaham, Durham;
  – West Orchards Shopping Centre, Smithford Way, Coventry and 4,6,8, and 10 Smithford
     Way, Coventry
• Security:
  – Deed of Legal Charge dated 16 November 2006 between Birchwood (in its former name Modus
     Corovest Birchwood Limited), as chargor, and NUMG, as trustee, (the “Original Trustee”) the
     rights and obligations of the Original Trustee having been transferred to the Trustee on 2 June 2009
     (the “Deed of Charge”);
  – Deed of Assignment dated 16 November 2006 granted by Birchwood (in its former name Modus
     Corovest Birchwood Limited), as assignor, in favour of the Original Trustee over the rental and other
     income from certain of the Mortgaged Properties, the rights and obligations of the Original Trustee
     having been transferred to the Trustee on 2 June 2009;
  – Intercreditor Deed between, inter alia: (1) Aviva; (2) Corovest Mezzanine Capital Limited and
     (3) Birchwood dated on or around the Restatement Date;
  – Letter of Limited Recourse between, inter alia, the Trustee and Birchwood dated on or around the
     Restatement Date;
  – The Security Documents listed in the Transaction Specific Terms of:
     ° a term loan facility agreement dated 19 September 2006 between (1) NUMG and (2) Byron
        Place (in its former name Modus (Seaham) Limited), as amended and restated on or around the
        Restatement Date;
     ° a term loan facility agreement dated 3 April 2007 between (1) NUMG and (2) Wigan, as amended
        and restated on or around the Restatement Date;
     ° a term loan facility agreement dated 29 June 2007 between (1) NUMG and (2) West Orchards
        (in its former name Modus Corovest (Coventry) Limited), as amended and restated on or around
        the Restatement Date.
The convertible loan facility agreement
• A £13,000,000 facility (the “convertible loan”) available from Aviva to Redefine Intl plc to be used for:
    – the repayment of certain loans provided by Aviva to certain of the subsidiaries of Redefine Intl plc; and
    – general working capital purposes.
•   Drawings on the facility shall bear interest at 6% per annum.
•   Interest shall be rolled up on each interest payment date and added to the principal amount of the
    drawings. Rolled up interest shall only be payable as and when the principal monies outstanding under
    the agreement are redeemed or repaid in full.
•   The capital plus rolled up interest is repayable on the date falling 3 years after the date of the agreement
    or on any earlier date if there is an event of default.
•   Should the drawings together with interest not be repaid, then Redefine Intl plc shall be required
    to issue that number of shares in order to discharge the outstanding amount due which number of shares is
    calculated by dividing the outstanding amount by 50 pence per ordinary share in Redefine Intl plc
    (the “conversion shares”).
•   Under a put option agreement proposed to be concluded between Aviva and Coronation Capital
    Limited, Aviva is entitled to:
    – put the conversion shares at the 50 pence price issued by Redefine Intl plc to Aviva under the
        convertible loan facility agreement to Coronation Capital Limited within a 10 business day period
        after the conversion of the outstanding loan into the conversion shares;
    – require payment of the outstanding loan due by Redefine Intl plc from Coronation Capital Limited
        if Redefine Intl plc fails to issue the conversion shares.



                                                                                                             31
                   • In addition, under a put option agreement proposed to be concluded between Aviva and Redefine, Aviva
                      is entitled to (subject to all necessary regulatory approvals):
                      – put the conversion shares at the 50 pence price issued by Redefine Intl plc to Aviva under the
                          convertible loan facility agreement to Redefine within a 10 business day period after the conversion
                          of the outstanding loan into the conversion shares;
                      – require payment of the outstanding loan due by Redefine Intl plc from Redefine if Redefine Intl plc
                          fails to issue the conversion shares,
                      (collectively, the “put option agreements”).
                   • To the extent that the put option under either of the put option agreements is exercised and the
                      counter-party complies with its obligations, the drawings shall be deemed to have been repaid in full.
                   • £13,000,000 of the principal outstanding under the new Birchwood facility agreement shall
                      be refinanced out of the proceeds drawn down under the convertible loan facility agreement.
                   The restructuring of the senior debt on the Shopping Centre Portfolio is expected to be of significant
                   benefit to the group in the medium to long term due to the long term (average 25 year) nature of the debt
                   and, inter alia, the interest rate covenants and repayment terms.
                   A diagrammatic representation of the Aviva transaction is contained in Annexure 29.
     9.5   The hotel transaction

           9.5.1   A binding heads of agreement has been concluded between Bashir Hakamali Nathoo (“BN”) and a wholly-
                   owned subsidiary of Redefine Intl plc, Redefine Hotels on 29 June 2010 (“heads of agreement”) in terms
                   of which, subject to certain conditions, Redefine Hotels has undertaken to purchase:
                   9.5.1.1 Holiday Inn Brentford Lock, High Street, Brentford, Middlesex TW8 8JZ (“Brentford Lock”);
                   9.5.1.2 Express by Holiday Inn Limehouse, 469 – 475 The Highway Road, London
                           E1W 3HN (“Limehouse”);
                   9.5.1.3 Express by Holiday Inn Park Royal, Victoria Road, North Acton, W3 6UP (“Park Royal”);
                   9.5.1.4 Express by Holiday Inn Royal Docks, 1 Silvertown Way, Canning Town, London E36 1EA
                           (“Royal Dock”); and
                   9.5.1.5 Express by Holiday Inn Southwark, 103 – 109 Southwark Street, London SE1 0QJ (“Southwark”),
                   (the “hotel portfolio”), each as a going concern by way of a partial assignment of the obligation
                   to acquire, and all rights in respect of, the hotel portfolio pursuant to an existing asset sale agreement dated
                   21 June 2010 made between Shiraz Noormohamed Boghani (“SB”) and BN (“ASA”).

           9.5.2   The consideration payable in cash on completion of the ASA (in respect of the hotel portfolio) will
                   be £106,263,390, which consideration will be apportioned between the hotels as follows:
                   9.5.2.1 Brentford Lock:      £25,507,246;
                   9.5.2.2 Limehouse:           £22,180,214;
                   9.5.2.3 Park Royal:          £15,626,969;
                   9.5.2.4 Royal Dock:          £21,172,023; and
                   9.5.2.5 Southwark:           £21,776,938.

           9.5.3   The assignment under the heads of agreement was stated as being subject to Redefine Hotels providing
                   to BN a copy of a credit committee approved term sheet in a form reasonably satisfactory to BN from
                   a funder in respect of debt facilities which if drawn down would be sufficient to fund approximately 70%
                   of the consideration (“term sheet”). Thereafter Redefine Hotels and BN will enter into an agreement
                   to effect the assignment by no later than one calendar month after the date the hotel transaction becomes
                   unconditional. Such agreement will be substantially in the form of the agreement which was proposed
                   to be made between BN, SB and Redefine Intl plc in or about June 2010 subject to certain stipulated
                   amendments as have been set out in the heads of agreement (the “hotels agreement”).
           9.5.4   The condition relating to the term sheet has been fulfilled. The terms of the funding which has been
                   provided by Aareal Bank AG to Redefine Hotels is set out in Annexure 18.

           9.5.5   The hotels agreement between Redefine Hotels and BN shall include, inter alia, the following terms and
                   conditions:



32
        9.5.5.1 the acquisition of the hotel portfolio will be with effect from 11.59 pm on 30 November 2010 or
                such other date as the parties may agree (the “completion date”);
        9.5.5.2 the assets acquired include the goodwill, properties, fixed plant and machinery, fittings and
                equipment, the contracts, the stock, guest ledger balances, guest deposits, cash float, business
                claims, records, business intellectual property, the systems, all other assets, property or rights
                used exclusively in connection with the businesses of the hotels but which excludes, inter alia, the
                book debts, the records of the sellers, taxation recoverable for the period prior to the completion
                date of the sale, the marks “Splendid” and “Splendid Hotels”, any service names, marks, logos,
                designs and any other intellectual property rights not used exclusively in connection with the
                businesses of the hotels and all Holiday Inn intellectual property, all liabilities owing or incurred
                by the sellers as at completion of the sale, all shares of the sellers, all cash other than the cash
                float, the contents of safe boxes, cash and property at the properties belonging to guests or other
                third parties;
        9.5.5.3 upon execution of the hotels agreement, a deposit of £5 million shall be paid to BN’s solicitors
                who/which shall hold same subject to certain deliverables having taken place at completion;
        9.5.5.4 an apportionment statement will be prepared relating to expenses paid or payable before or after
                the completion date which may require Redefine Hotels to make a payment to the sellers;
        9.5.5.5 warranties have been given by BN regarding the conduct of the businesses of the hotels between
                signature of the agreements and completion of the transactions;
        9.5.5.6 completion of the sale and purchase of each business and property within the hotel portfolio
                under the hotels agreement is subject to and conditional on no material adverse change, as defined
                therein, having occurred in respect of that business and/or property prior to the completion
                date. The occurrence of a material adverse change in respect of one or more of the businesses
                or properties shall not affect completion of the businesses or properties not affected by a material
                adverse change;
        9.5.5.7 if a material adverse change has occurred, or is highly likely to occur, the parties may agree
                in writing to postpone completion in relation to the property or properties concerned (and the
                business and assets that relate to such property or properties) to such other date as the parties agree
                to allow the sellers to rectify such material adverse change event, matter or circumstance to the
                buyer’s reasonable satisfaction, in which event the provisions of the hotels agreement shall apply
                as if that other date is the completion date in relation to the relevant assets. If the parties do not
                agree to postpone the completion date in relation to the relevant assets or, following an agreement
                to postpone the completion date in relation to the relevant assets the buyer has not been reasonably
                satisfied by such alternative date that the event, matter or circumstance constituting the material
                adverse change has been rectified and no longer exists as at such alternative date, then:
                 9.5.5.7.1 the relevant property(ies) and business(es) and asset(s) relating thereto which are
                           the subject of the material adverse change event (“excluded MAC assets”) shall be
                           excluded from the hotels agreement and the sellers shall not be obliged to sell and the
                           buyer shall not be obliged to buy such relevant excluded MAC assets;
                 9.5.5.7.2 the price payable under the hotels agreement shall be deemed to be varied by way
                           of a reduction in the amount payable on completion by the buyer equal to the amount
                           of the price apportioned to the excluded MAC assets in the hotels agreement;
                 9.5.5.7.3 the parties shall proceed with completion in relation to property(ies) and business(es)
                           and asset(s) not subject to a material adverse change event;
        9.5.5.8 further warranties have been given by BN regarding the businesses of the hotels which are usual
                for these types of transactions. These warranties will however be limited to a total aggregate
                amount as well as a minimum amount per claim;
        9.5.5.9 completion of the ASA shall occur before 30 October 2010.

9.5.6   BN has agreed that he will invest £500,000 in Redefine Hotels on completion of the ASA (which is expected
        to be on 30 November 2010) for 11.5% – 12.5% of the issued share capital of Redefine Hotels (the actual
        percentage holding will be dependant upon the level of gearing in Redefine Hotels as at the date of the
        investment) and that BN will subscribe for £4,500,000 of loan notes in Redefine Hotels (“loan notes”).




                                                                                                                    33
     9.5.7    Redefine Intl plc will invest in Redefine Hotels such amounts as are necessary when combined with debt
              facilities available to Redefine Hotels and BN’s investment in Redefine Hotels to ensure that Redefine
              Hotels is able to fully fund the consideration on the basis that 10% of any investment will be by way
              of subscription for equity shares in the capital of Redefine Hotels and 90% by way of subscription for loan
              notes in Redefine Hotels.

     9.5.8    Redefine Hotels, BN and Redefine Intl plc will enter into a shareholders’ agreement in respect of Redefine
              Hotels and the conduct of its business and the operation of the hotels and procure the adoption of articles
              of association by Redefine Hotels which will contain the following principal terms:

              9.5.8.1 BN shall have the right to appoint one director to the board of Redefine Hotels and any subsidiary
                      member of Redefine Hotels;
              9.5.8.2 rights of pre-emption in favour of BN and Redefine Intl plc in respect of transfers of shares (the
                      shareholders shall be obliged to first offer their shares in Redefine Hotels which they wish to sell
                      to the remaining shareholders before selling same to any outside third party) and on allotment
                      of shares (if Redefine Hotels proposes issuing new securities and any shareholder does not take
                      up all of his/its proportionate allocation based on his/its existing shareholding, then the remaining
                      shareholders are entitled to acquire those securities not taken up);
              9.5.8.3 a drag-along right in favour of Redefine Intl plc pursuant to which it will be able to oblige
                      BN to dispose of his shares in Redefine Hotels should Redefine Intl plc wish to dispose of its
                      shares to an unrelated third party at a market price;
              9.5.8.4 a tag-along right in favour of BN to allow him to oblige any purchaser of Redefine Intl plc’s shares
                      to also purchase BN’s shares on the same terms should Redefine Intl plc wish to sell its shares
                      in Redefine Hotels;
              9.5.8.5 the payment of management fees by Redefine Hotels to Redefine Hotel Management, such fees
                      to be agreed between BN and Redefine Intl plc;
              9.5.8.6 Redefine Intl plc and BN must both consent to an acquisition of any assets by Redefine Hotels
                      or any member of its group;
              9.5.8.7 in the event that the board of Redefine Hotels determines that Redefine Hotels and its group
                      requires additional working capital, this will be subscribed (either by way of subscription for
                      shares or loan notes) by BN and Redefine Intl plc pro rata to their shareholdings;
              9.5.8.8 Redefine Hotels will pay the maximum dividend it is able to afford taking into account its working
                      capital requirements;
              9.5.8.9 neither Redefine Intl plc nor BN will encumber their shares in Redefine Hotels without the
                      consent of the other party;
             9.5.8.10 Redefine Intl plc will undertake that Redefine Hotels does not do certain things (including,
                      inter alia, changes in its the issued share capital, the issuing of any options or rights to subscribe
                      for shares, acquiring any additional properties or subsidiaries or entering into any joint ventures).
     9.5.9    Redefine Hotels has also given BN a right of first refusal in respect of the sale of the hotels for a period
              of three years from the date of the assignment.

     9.5.10 Redefine Hotels has transmitted the sum of £5 million to Pinsent Masons LLP. This deposit shall represent
            the deposit to be delivered by Redefine Hotels to BN under the hotels agreement to be entered into
            as indicated above.

     9.5.11 This deposit shall, subject to delivery of the term sheet, be payable to BN other than in any of the following
            circumstances (in which event the deposit shall be repayable to Redefine Hotels):
              9.5.11.1 BN refuses to enter into the hotels agreement referred to above; or
              9.5.11.2 BN breaches any of the exclusivity covenants set out in the heads of agreement; or
              9.5.11.3 the lender providing the term sheet seeks to materially amend the commercial terms and such
                       amendments adversely affect Redefine Hotels or such lender does not agree to execute, deliver
                       and complete a facility letter and related documentation to reflect all material terms set out in the
                       term sheet.



34
10. DIRECTORS

   10.1 Annexure 3 contains information in relation to the directors of Redefine International and Redefine Intl plc,
        including:
        • full names, ages, nationalities, business addresses, qualifications and functions;
        • a summary of their curricula vitae;
        • information concerning the appointment and remuneration of the directors;
        • each of the directors’ terms of office;
        • directors’ interests;
        • directors’ declarations; and
        • the directorships held by each of the directors over the five preceding years and partnerships in which they were
           partners.

   10.2 Details of directors’ borrowing powers are set out in paragraph 12 of Annexure 19 under the extracts of the articles
        of Redefine International.


11. MANAGEMENT

   11.1 Structure diagram
         The structure below shows the inter-relationship between the company and the entities responsible for providing
         management services to the group. Details of each arrangement are set out in paragraphs 11.2 to 11.7 below.




                                                                                                                         35
     11.2 Investment management
          Pursuant to the investment management agreement, Redefine Intl plc appointed RIN Fund Managers to manage
          the investment and re-investment of the assets of the group and to provide property and development management
          services. RIN Fund Managers has in turned delegated these obligations identified in the diagram above and detailed
          fully in paragraphs 11.3 to 11.7 below, to the UK manager, the European manager, the group services manager and
          the hotel manager where appropriate.
          Details of the fees which RIN Fund managers receive and other pertinent details of the investment management
          agreement are set out in Annexure 1. Pursuant to the investment management agreement, the investment manager
          has the obligation to employ and second a chief executive officer and financial director to Redefine International.
          The full names, ages, nationalities, business addresses, qualifications, functions and curricula vitae of the directors
          of RIN Fund Managers and their interests in the group are set out in Annexure 3.
          Neither RIN Fund Managers nor its directors have any beneficial interest, direct or indirect, in relation to any
          property held by the group, other than through the holding of Redefine Intl plc shares.
          RIN Fund Managers’ business address is Coastal Building, Wickhams Cay II, Waterfront Drive, Road Town,
          Tortola, VG1110, BVI.
          RIN Fund Managers provides investment management services to Wichford through Wichford Property
          Management, a company in which RIN Fund Managers has a 99.5% interest through the UK manager.
          Other than in respect of Wichford, RIN Fund Managers does not provide investment management services
          to other listed property entities.
          The current shareholders of RIN Fund Managers are set out in the table below:

          Shareholder                                                                                                        %
          Redefine                                                                                                       76.05
          Corovest Offshore                                                                                              13.42
          Standard Bank (Isle of Man)                                                                                    10.53
          Total                                                                                                        100.00

     11.3 UK management
          The assets and day-to-day management of the UK property aspects of the group’s business is undertaken
          by RIN Investment Managers (UK) (the “UK manager”).
          The full names, ages, nationalities, business addresses, qualifications, functions and curricula vitae of the directors
          of the UK manager and their interests in the group are set out in Annexure 3.
          The UK manager’s business address is 2nd Floor, 11 Haymarket, London, SW1Y 4BP, England.
          The investment manager pays the UK manager out of the fee which the investment manager receives from Redefine
          Intl plc. Details of the fee which is payable from RIN Fund Managers to the UK manager is set out in Annexure 1.
          The fee scale for the duties performed by the UK manager is market related and is no more than 5% of gross rental
          income. The investment manager is required to pay a fee for any acquisition undertaken by the group with the
          assistance of the UK manager. Such fee may be no more than 0.2% of the gross value of the asset being acquired.
          The investment manager pays the UK manager a market related development management fee on a project-by-
          project basis which is ratified by Redefine Intl plc.
          At the investment manager’s discretion, the UK manager invoices fees where appropriate directly to the
          relevant subsidiary.
          Neither the UK manager nor its directors have any beneficial interest, direct or indirect, in relation to any property
          held by the group, other than through the holding of Redefine Intl plc shares in Redefine Intl plc.
          The UK manager does not provide day-to-day management to other listed property entities, other than Wichford.
          The UK manager is a wholly-owned subsidiary of RIN Fund Managers.




36
11.4 European management
     The assets and day-to-day management of the European property aspects of the group’s business is undertaken
     by RIN Fund Managers Europe (the “European manager”).
     The full names, ages, nationalities, business addresses, qualifications, functions and curricula vitae of the directors
     of the European manager and their interests in the group are set out in Annexure 3.
     The European manager’s business address is Coastal Building, Wickhams Cay II, BVI and the address of its German
     branch is 4 Etage, Gutleustrasse 169 – 171, 60327, Frankfurt/Main, Germany.
     The investment manager pays the European manager out of the fee which the investment manager receives from
     Redefine Intl plc. Details of the fee which is payable from RIN Fund Managers to the European manager is set out
     in Annexure 1.
     The fee scale for the duties performed by the European manager is market related and is no more than 5% of
     gross rental income. The investment manager is required to pay a fee for any acquisition undertaken by the group
     with the assistance of the European manager. Such fee may be no more than 0.25% of the gross value of the asset
     being acquired.
     The investment manager pays the European manager a market related development management fee on a project-
     by-project basis which is ratified by Redefine Intl plc.
     At the investment manager’s discretion, the European manager invoices fees where appropriate directly to the
     relevant subsidiary.
     Neither the European manager nor its directors have any beneficial interest, direct or indirect, in relation to any
     property held by the group, other than through the holding of Redefine Intl plc shares.
     The European manager does not provide property advisory services to any other listed property entities.
     The European manager is a 90% owned subsidiary of RIN Fund Managers, with the remaining 10% held
     by Peter Katz who is an executive director of the European Manager.

11.5 Property management
     Currently for each of the properties in the property portfolio, property management agreements have been entered
     into with local property management companies by each of the companies which hold the properties. Each of the
     property holding companies pays the local property management companies. Details of the companies which hold
     the properties in the property portfolio are set out in the group structure diagram in Annexure 2.
     Information on the property managers are set out in Annexure 28.

11.6 The group services manager
     All group services, except for the administration services provided by the Consortia Partnership are provided by
     RIN Management (the “group services manager”). These include: accounting and tax; audit; annual reports;
     secretarial duties; human resources and payroll; information technology; treasury and corporate governance.
     The full names, ages, nationalities, business addresses, qualifications, functions and curricula vitae of the directors
     of group services manager and their interests in the group are set out in Annexure 3.
     The group service manager’s business address is 2nd Floor, 31 –The Triangle, Ranelagh, Dublin 6, Ireland and its
     UK branch is at 2nd Floor, 11 Haymarket, London, SW1Y 4BP, England.
     At the investment manager’s discretion, the group services manager invoices fees where appropriate directly to the
     relevant subsidiary.
     Neither the group services manager nor its directors have any beneficial interest, direct or indirect, in relation to any
     property held by Redefine Intl plc, other than through the holding of Redefine Intl plc shares.
     The group services manager does not provide group services to any other listed property entities, other than
     to Wichford through Wichford Property Management Limited.
     The group services manager is a wholly-owned subsidiary of RIN Fund Managers.




                                                                                                                           37
     11.7 The hotel manager
          RIN Hotels (the “hotel manager”) manages the hotel portfolio.
          The full names, ages, nationalities, business addresses, qualifications, functions and curricula vitae of the directors
          of the hotel manager and their interests in the group are set out in Annexure 3.
          The hotel manager’s business address is Coastal Building, Wickhams Cay II, Waterfront Drive, Road Town,
          Tortola, VG1110, BVI.
          It is expected that part of the proceeds of the private placement will be utilised to invest in the hotel transaction set
          out in paragraph 9.5.
          It is proposed that Redefine Hotel Management (a wholly-owned subsidiary of RIN Hotels) will enter into a long-
          term lease over the hotel portfolio. The rent payable for the period from 1 September 2010 to 31 August 2011 shall
          be £8,259,786. The rent payable shall be subject to annual rental reviews to be agreed between Redefine Hotels
          and the hotel manager.
          The hotel manager also provides full operational services as well as strategic support to Redefine in respect of the
          Upper East Side Hotel located in Cape Town, South Africa.
          The hotel manager is a 90% owned subsidiary of RIN Fund Managers, with the remaining 10% held by Helder
          Pereira who is an executive director of the hotel manager.




38
THE PRIVATE PLACEMENT


12. DETAILS OF THE PRIVATE PLACEMENT

   12.1 Particulars of the private placement
        The private placement comprises of an offer by Redefine International to qualifying investors to subscribe
        for linked units at an issue price payable in Rand, equivalent to 50 pence per linked unit, which offer may raise
        up to the Rand equivalent of £90 million.

   12.2 Salient dates

                                                                                                                         2010
        Opening date of the private placement (09:00)                                                     Monday, 23 August
        Last date for indications of interest for purposes of the bookbuild (12:00)                       Monday, 30 August
        Closing date of the private placement (12:00)                                                     Monday, 30 August
        The final Rand private placement price will be determined based on the ruling
        ZAR : GBP exchange rate on                                                                        Monday, 30 August
        Results of the private placement and the final Rand private placement
        price released on SENS                                                                            Tuesday, 31 August
        Results of the private placement and the final Rand private placement price
        published in the press                                                                      Wednesday, 1 September
        Notification of allotments                                                                        Friday, 3 September
        Listing date (09:00)                                                                            Tuesday, 7 September
        Listing of the linked units                                                                     Tuesday, 7 September
        Accounts at CSDP or broker updated and debited in respect of dematerialised
        unitholders(3)                                                                                  Tuesday, 7 September

        All references to time are to local time in South Africa. These dates and times are subject to amendment. Any such
        amendment will be released on SENS and published in the press.

   12.3 Participation in the private placement

        Only qualifying investors may participate in the private placement.

        Invited institutional investors
        Invited institutional investors are to provide Java Capital, the bookrunner, with their irrevocable indications
        of interest by 12:00 on Monday, 30 August 2010. Invited institutional investors will be informed of their allocated
        linked units, if any, by Friday, 3 September 2010, when the collated applications will be provided to the transfer
        secretaries and Strate. Invited institutional investors must make the necessary arrangements to enable their CSDP to
        make payment for the allocated linked units on the settlement date. The allocated linked units will be transferred,
        on a ‘delivery-versus-payment’ basis, to successful institutional applicants on the settlement date, which is expected
        to be Tuesday, 7 September 2010.

        Selected private clients
        Selected private clients are to provide Java Capital, the bookrunner, with their completed application forms
        by 12:00 on Monday, 30 August 2010. Selected private clients will be informed of their allocated linked units, if
        any, by Friday, 3 September 2010. Selected private clients must make the necessary arrangements to enable their
        CSDP or broker, as the case may be, to make payment for the allocated linked units on settlement date. The
        allocated linked units will be transferred, on a ‘delivery-versus-payment’ basis, to successful private client applicants
        on the settlement date, which is expected to be Tuesday, 7 September 2010.




                                                                                                                              39
          Invited retail investors
          Invited retail investors are to provide Java Capital, the bookrunner, with their completed application forms
          by 12:00 on Monday, 30 August 2010. Invited retail investors will be informed of their allocated linked units, if
          any, by Friday, 3 September 2010. Invited retail investors must make the necessary arrangements to enable their
          CSDP or broker, as the case may be, to make payment for the allocated linked units on settlement date. The
          allocated linked units will be transferred, on a ‘delivery-versus-payment’ basis, to successful retail applicants on the
          settlement date, which is expected to be Tuesday, 7 September 2010.

          Redefine linked unitholders
          Redefine linked unitholders are entitled to participate in the private placement and, as set out below will be
          entitled to a preferential allotment in the case of an oversubscription. Redefine linked unitholders who wish to
          participate in the private placement must provide Java Capital, the bookrunner, with their completed application
          forms by 12:00 on Monday, 30 August 2010. Redefine linked unitholders will be informed of their allocated linked
          units by Friday, 3 September 2010. Redefine linked unitholders must make the necessary arrangements to enable
          their CSDP or broker, as the case may be, to make payment for the allocated linked units on settlement date.
          The allocated linked units will be transferred, on a ‘delivery-versus-payment’ basis, to successful Redefine linked
          unitholders on the settlement date, which is expected to be Tuesday, 7 September 2010

     12.4 Parties who may not participate in the private placement

          The following categories of persons may not participate in the private placement:
          • any person who may not lawfully participate in the private placement; and/or
          • institutional and retail investors who have not been invited to participate, and retail investors who are not clients
            of the selected institutions and persons acting on behalf of a minor or a deceased estate.

     12.5 Conditions to which the listing and the private placement are subject

          • the achievement of a public spread of unitholders acceptable to the JSE, being a minimum of 300 public
            unitholders holding not less than 20% of the entire issued capital of the company;
          • a minimum amount being the Rand equivalent of £55 million (referred to in paragraph 12.6 below) being
            raised pursuant to the private placement; and
          • the articles of association of each of the subsidiaries (as approved by the JSE) being adopted by each of the
            subsidiaries and registered by the relevant authority by not later than 48 hours prior to the listing.

     12.6 Minimum subscription

          In the opinion of the directors, a minimum amount of £55 million is required to be raised by the private placement
          for the following purposes:
          • to fund the Cromwell investment in July 2010. Currently, Redefine has provided Redefine International
             a loan to enable it to subscribe for the 60,000,000 Redefine Intl plc shares issued in terms of the placing
             on 13 July 2010. This loan will be settled with proceeds raised from the private placement;
          • to fund Redefine Intl plc’s participation in the Cromwell rights issue up to a maximum amount of £3 million;
          • to partially fund the hotel transaction; and
          • to defray the preliminary expenses referred to in paragraph 31.
          No other proceeds or resources (other than those raised via the private placement) are to be used to settle any other
          amounts.

     12.7 Applications

          12.7.1 Acceptance
                  No applications will be accepted after 12:00 on Monday, 30 August 2010. Wednesday, 1 September 2010
                  will be reserved for auditing the application spreadsheets and correcting any potential clerical errors.

          12.7.2 Minimum number and multiples
                  Allocations of the private placement units will only be made in multiples of 1,000 linked units with
                  a minimum subscription price of R10,000. Fractions of linked units will not be issued.



40
     12.7.3 Applications irrevocable
             Applications submitted by qualifying investors are irrevocable and may not be withdrawn once received
             by Java Capital.

     12.7.4 Copies of applications
             Copies or reproductions of the application form will be accepted at the discretion of the directors
             of the company.

     12.7.5 Alterations
             Any alterations on the application form must be authenticated by full signature.

     12.7.6 Receipts
             Receipts will not be issued for applications, application monies or supporting documents received.

     12.7.7 Evidence of capacity to apply
             Other than as detailed in the application form, no documentary evidence of capacity to apply need
             accompany the application form, but the company reserves the right to call upon any applicant to submit
             such evidence for noting, which evidence will be held on file with Redefine International or the transfer
             secretaries or returned to the applicant at the applicant’s risk.

     12.7.8 Reservation of rights
             The directors of the company reserve the right to accept or refuse any applications, either in whole
             or in part, or to abate any or all applications (whether or not received timeously) in such manner as they
             may, in their sole and absolute discretion, determine.

12.8 Issue and allocation of the linked units
     All linked units applied and subscribed for in terms of this prospectus will be issued at the expense of the company.
     All of the linked units will be allotted subject to the provisions of the articles and the deed and will rank pari passu
     in all respects with any existing issued linked units.
     There are no convertibility or redemption provisions relating to the linked units.
     The bases of allocation of the linked units, based on irrevocable indications of interest and applications accepted
     by the company in accordance with paragraph 12.7 above, will be determined by the bookrunner in its sole
     discretion, after consultation with the company provided that, in the event of an oversubscription, Redefine linked
     unitholders will have a preferential entitlement to the first 60 million linked units which will be allotted between
     Redefine linked unitholders on an equitable basis taking cognisance of the number of Redefine linked units held
     by the Redefine linked unitholder and the number of linked units applied for pursuant to the private placement.
     Factors to be considered by the company in allocating linked units include:
     • achieving the JSE spread requirements for public unitholders, being a minimum of 300 public unitholders
        holding not less than 20% of the entire issued linked unit capital of the company; and
     • promoting liquidity, tradability and an orderly after-market in the linked units of the company.
     It is intended that notice of the allocations will be given by Friday, 3 September 2010.
     Successful applicants’ accounts with their CSDP or broker will be credited with the allocated linked units on the
     settlement date on a ‘delivery-versus-payment’ basis.
12.9 Payment and delivery of linked units
     No payment should be submitted with the application form delivered to the bookrunner, Java Capital. Applicants
     must make the necessary arrangements to enable their CSDP or broker to make payment for the allocated linked
     units on the settlement date, which is expected to be Tuesday, 7 September 2010, in accordance with each applicant’s
     agreement with their CSDP or broker.
     The allocated linked units will be transferred, on a ‘delivery-versus-payment’ basis, to successful qualifying investors
     on the settlement date, which is expected to be Tuesday, 7 September 2010.




                                                                                                                          41
          The applicant’s CSDP or broker must commit to Strate to the receipt of the applicant’s allocation of linked units
          against payment on Tuesday, 7 September 2010.
          On the settlement date, the applicant’s allocation of linked units will be credited to the applicant’s CSDP or broker
          against payment during the Strate settlement runs, prior to the opening of the market.
          The CSDP or broker concerned will receive and hold the dematerialised linked units on the applicant’s behalf.
     12.10 Representation
            Any person applying for or accepting the linked units shall be deemed to have represented to the company that
            such person was in possession of a copy of this prospectus at that time.
            Any person applying for or accepting the linked units on behalf of another:
            • shall be deemed to have represented to the company that such person is duly authorised to do so and
              warrants that such person and the purchaser for whom such person is acting as agent is duly authorised
              to do so in accordance with all relevant laws;
            • guarantees the payment of the private placement price; and
            • warrants that a copy of this prospectus was in the possession of the purchaser for whom such person is acting
              as agent.
     12.11 Applicable law
            The private placement, applications, allocations and acceptances will be exclusively governed by the laws
            of South Africa and each applicant will be deemed, by applying for linked units, to have consented and submitted
            to the jurisdiction of the Courts of South Africa in relation to all matters arising out of or in connection with the
            private placement.

     12.12 Strate and the trading of linked units on the JSE
            Linked units may only be traded on the JSE in electronic form (dematerialised units) and will be trading for
            electronic settlement in terms of Strate immediately following the listing.
            Strate is a system of “paperless” transfer of securities. If any applicant has any doubt as to the mechanics of Strate,
            the applicant should consult with his CSDP or broker or other appropriate advisor and is also referred to the
            Strate website at www.Strate.co.za for more information. Some of the principal features of Strate are as follows:
            • electronic records of ownership replace share certificates and physical delivery of certificates;
            • trades executed on the JSE are settled within five business days;
            • all investors owning dematerialised units or wishing to trade their linked units on the JSE are required
               to appoint either a CSDP or a broker to act on their behalf and to handle their settlement requirements; and
            • the CSDP’s or broker’s nominee company, holding linked units on their behalf, will be the shareholder
               (member) of the company and not the investor. Subject to the agreement between the investor and the CSDP
               or broker (or the CSDP’s or broker’s nominee company), generally in terms of the rules of Strate, the investor
               is entitled to instruct the CSDP or broker (or the CSDP’s broker’s nominee company), as to how it wishes
               to exercise the rights attaching to the linked units.

     12.13 Over-subscription
            The maximum number of linked units that can be subscribed for in terms of the private placement is 180,000,000
            linked units. In the event of an over subscription, Redefine linked unitholders will have a preferential entitlement
            to the first 60,000 000 linked units which will be allotted between Redefine linked unitholders on an equitable
            basis taking cognisance of the number of Redefine linked units held by the Redefine linked unitholder and the
            number of linked units applied for pursuant to the private placement.
            After the first 60,000 000 linked units are allocated to Redefine linked unitholders, additional linked units will
            be allocated and issued at the discretion of the directors. Factors to be considered by the company in allocating
            linked units include:
            • achieving the JSE spread requirements for public unitholders, being a minimum of 300 public unitholders
               holding not less than 20% of the entire issued linked unit capital of the company; and
            • promoting liquidity, tradability and an orderly after-market in the linked units of the company.




42
   12.14 South African Exchange Control Regulations
          The relevant exchange control provisions are set out in paragraph 21 below.

   12.15 Simultaneous issues
          No securities of the same class are issued or to be issued simultaneously or almost simultaneously with the issue
          of securities for which application is being made.

   12.16 Underwriting
          £45 million of the private placement has been underwritten by Redefine on the basis that if the company receives
          applications for less than 180,000,000 linked units, Redefine shall be obliged to subscribe for so many linked
          units in the company as will result in the company issuing at least a total of 110,000 000 linked units provided
          that Redefine shall not be obliged to subscribe for more than 90,000,000 linked units being made available in
          terms of the private placement. In consideration for underwriting £45 million of the private placement, Redefine
          shall be entitled to an underwriting fee equivalent to 3.0% of its underwriting commitment. Details of Redefine,
          in its capacity as underwriter, are set out in Annexure 30.
          The directors have made due and careful enquiry to confirm that the underwriter can meet its commitments
          in terms of the private placement.

   12.17 Share premium and debenture premium
          The linked units being issued pursuant to the private placement are being issued at a premium of 74.9 cents per
          linked unit, assuming a ZAR:GBP exchange rate of £1.00:R11.50. Refer to Annexure 17 for further information
          regarding the debenture premium.


13. LISTING STATEMENT
   Subject to the achievement of a spread of public unitholders acceptable to the JSE, being a minimum of 300 public
   unitholders holding not less than 20% of the issued linked unit capital of the company, the JSE has granted Redefine
   International approval for the listing of up to 348,505,303 linked units with effect from the commencement of business
   on Tuesday, 7 September 2010 on the “Real Estate – Real Estate Holdings and Development” sector of the JSE lists
   under the abbreviated name “RedefIntl”, JSE code “RIN” and ISIN: ZAE000149282. It is anticipated that the listing
   will be effective as from the commencement of trade of the JSE on Tuesday, 7 September 2010.




                                                                                                                        43
DETAILS OF THE PROPERTY PORTFOLIO AND THE LISTED SECURITIES PORTFOLIO


14. THE PROPERTY PORTFOLIO

     14.1 The property portfolio
          The analysis of the property portfolio, which is set out below, is representative of the entire portfolio of properties
          in which the group has an interest, irrespective of percentage holding. It includes the effects of the Aviva transaction
          and the hotel transaction. Where properties were valued in a currency other than GBP, the following exchange rates
          were used to translate the value of the properties in to GBP: £1.00:e1.09; £1.00:CHF1.66.
          The group’s property portfolio is valued at approximately £487,757,000 and consists of 97 properties with
          an effective GLA of 3,705,643 square feet. A detailed list of the property portfolio appears in Annexure 4.
          14.1.1 Analysis of the property portfolio
                  Sectoral profile

                                                                                     GLA per sector               Gross rental
                                                                                                                    per sector
                  Retail                                                                        53%                        53%
                  Commercial                                                                    21%                         7%
                  Car Park/Storage                                                              11%                         3%
                  Office                                                                         7%                        11%
                  A3/Leisure                                                                     1%                         3%
                  Residential                                                                    1%                         1%
                  Hotels                                                                         6%                        22%
                                                                                               100%                      100%

                  Geographic profile

                                                                                          GLA per            Gross rentals per
                                                                                  geographical area         geographical area
                  UK                                                                            78%                        80%
                  Germany                                                                       18%                        13%
                  The Channel Islands                                                            2%                         4%
                  Switzerland                                                                    2%                         3%
                                                                                               100%                      100%

                  Tenant profile

                                                                                     Based on GLA                    Based on
                                                                                                                  gross rentals
                  A                                                                             62%                        60%
                  B                                                                             23%                        12%
                  C                                                                              9%                         6%
                  D                                                                              6%                        22%
                                                                                               100%                      100%

                  For the tenant profile table, the following key is applicable:
                  A. Large international and national tenants, large listed tenants and government or smaller tenants
                       in respect of which rental guarantees are issued. These include, inter alia, Debenhams, ASDA,
                       British Home Stores, Tesco, Kwik-Fit, Aldi and Kik.




44
B. Smaller international and national tenants, smaller listed tenants, major franchisees and medium
   to large professional firms. These include, inter alia, Malthurst, Morgan Catering, Coventry Building
   Society, Warrington Primary Care Trust.
C. Other local tenants and sole proprietors. This comprises approximately 184 tenants.
D. Hotel portfolio.

Vacancy profile
The vacancy profile indicated below reflects the vacancy percentage in terms of current GLA by sector.

Sector                                                                           Vacancy based on GLA
Retail                                                                                              3%
Commercial                                                                                          1%
Car Park/Storage                                                                                    0%^
Office                                                                                             18%
A3/Leisure                                                                                          1%
Residential                                                                                         0%
Hotels                                                                                              0%
                                                                                                  2.9%
^ less than 1%.


Lease expiry profile
                                                                         Total                    Total
To 31 August                                                             GLA                       GR*
Vacant                                                                     3%                        –
2010                                                                       2%                       4%
2011                                                                       3%                       3%
2012                                                                       2%                       3%
2013                                                                       3%                       2%
2014                                                                       3%                       3%
> 2014                                                                    84%                      85%
                                                                        100%                     100%

                       Retail   Retail   Hotel     Hotel   Commercial   Commercial Car Park/   Car Park/
                                                                                     Storage     Storage
To 31 August            GLA      GR*      GLA       GR*          GLA         GR*        GLA         GR*

Vacant                   3%        –        –        –            1%            –         –          –
2010                     3%       6%        –        –             –            –         –^         –^
2011                     5%       4%        –        –             –           1%         –^         –^
2012                     2%       3%        –        –            2%           6%         –          –
2013                     5%       4%        –        –             –            –         –          –
2014                     6%       5%        –        –             –            –         –          –
> 2014                  76%      78%     100%     100%           97%          93%      100%       100%

                       100%     100%     100%     100%          100%         100%      100%       100%

^ less than 1%.




                                                                                                         45
                                           Office       Office     A3/Leisure       A3/Leisure       Residential     Residential
                   To 31 August             GLA           GR*           GLA                GR*             GLA              GR*
                   Vacant                    18%            –               –                 –                –              –
                   2010                        –            –               –                 –              11%            17%
                   2011                        –            –               –                 –              82%            82%
                   2012                       4%           3%              1%                2%                –              –
                   2013                        –            –              5%                8%
                   2014                        –            –               –                 –                –                 –
                   > 2014                    78%          97%             94%               90%               7%                1%
                                           100%         100%             100%             100%             100%            100%
                   * GR: Gross rentals.


                   Rental escalations and rental per square metre
                   With the exception of the Malthurst portfolio (which escalates at every five years to the equivalent of 2.5%
                   per annum compound), lease agreements are not subject to annual escalations but are rather reviewed
                   at each rent review date and adjusted (upwards only), at least every 5 years, in terms of market norms.
                   The weighted average rental per square foot in the property portfolio as at 28 February 2010 is presented
                   in the table below:

                   Sector                                                                                                £/sq ft
                   Retail                                                                                                £10.77
                   Commercial                                                                                             £3.52
                   Car Park/Storage                                                                                       £2.94
                   Office                                                                                                £18.66
                   A3/Leisure                                                                                            £32.91
                   Residential                                                                                            £8.14
                   Hotels                                                                                                £36.47
                   Weighted average total                                                                                £10.65

                   The average annualised property yield in the property portfolio (based on existing leases) as at
                   28 February 2010 is 7.11%.


15. VALUATION REPORTS
     The property portfolio (excluding the hotel portfolio) was valued by the independent property valuers at 28 February 2010
     at £382,357,000 and their summary valuation reports are presented in Annexure 6.
     The hotel portfolio was valued by Savills plc (an independent property valuer) at 8 April 2010 at £105,400,000, and their
     summary valuation report is presented in Annexure 6.


16. THE LISTED SECURITIES PORTFOLIO
     In addition to its portfolio of properties at the last practicable date, the group owns the following listed securities:

     Listed security                                         Number owned          Percentage owned                Market value
     Cromwell                                                    174,083,333                   19.85%         AUD124,469,583
     Wichford                                                    230,772,000                   21.73%               £17,769,444




46
FINANCIAL INFORMATION


17. PROFIT FORECASTS
   The profit forecasts of the group (“the profit forecasts”), have been prepared for the 1-month period ending
   31 August 2010 and the year ending 31 August 2011 (collectively, “the forecast periods”). The profit forecasts have
   been prepared on an aggregated basis for the entire property portfolio on the following basis:
   • the profit forecast of the group for the 1-month period ending 31 August 2010 includes 1 month of forecast results;
      and
   • the profit forecast of the group for the year ending 31 August 2011 includes forecast results for the entire year.
   The profit forecasts presented below reflect the minimum proceeds to be received of £55 million and maximum proceeds
   to be received of £90 million, as a result of the private placement.
   The profit forecasts of Redefine International are based on the profit forecasts of Redefine Intl plc for the 11-month
   period ending 31 August 2010 and the year ending 31 August 2011 which are set out in Annexure 27. The profit forecast
   for the one month ending 31 August 2010 reflects the assumed period from which Redefine International will acquire
   its interest in Redefine Intl plc, being 31 July 2010. An 11-month period is presented in 2010 due to the change in the
   financial year end of Redefine Intl plc from 30 September to 31 August.
   The profit forecasts, including the assumptions on which they are based and the financial information from which
   they are prepared, are the responsibility of the directors of Redefine International. The profit forecasts must be read
   in conjunction with the independent reporting accountants’ report thereon which is attached as Annexure 7.
   The profit forecasts have been prepared in compliance with IFRS and in accordance with the Redefine International
   group’s accounting policies as set out in Annexure 11.
   The profit forecasts presented below include the net proceeds from the private placement. For purposes of the profit
   forecasts and in respect of the maximum amount raised the directors have assumed that £30 million of the net proceeds
   from the private placement will be utilised for the repayment of the loan from Redefine which was used to fund the
   Cromwell investment in July 2010, £3 million will be utilised to repay the loan from Redefine which will be used
   to partially fund Redefine Intl plc’s participation in the Cromwell rights issue, £44.4 million will be utilised for the hotel
   transaction and the balance of the net proceeds from the private placement of £86.1 million will be invested in cash
   and cash equivalents and will earn interest of 0.5% per annum, which is the current rate on Redefine Intl plc’s 1-week
   deposit account.
   In respect of the minimum amount raised, the directors have assumed that £30 million of the gross proceeds will
   be utilised to repay the loan from Redefine which was used to fund the Cromwell Investment in July 2010, £3 million
   will be utilised to repay the loan from Redefine which will be used to partially fund Redefine Intl plc’s participation
   in the Cromwell rights issue and £13.1 million will be utilised to fund the hotel transaction. The balance of the hotel
   transaction will be funded existing cash resources and additional debt.




                                                                                                                              47
     Attention is drawn to paragraph 3 of this prospectus in which the directors confirm that it is their intention to use the
     capital raised in terms of the listing and private placement to expand the business through appropriate acquisitions and/or
     joint venture initiatives as and when opportunities arise. Assuming that such investments generate a yield of 7%, (which
     is in line with the current UK market), utilising a loan-to-value ratio of 65% and an all in interest rate of 5.95%, the
     distribution, earnings, headline earnings and diluted headline earnings per linked unit would be significantly enhanced
     for the year ending 31 August 2011 as detailed in the table below:

                                                          Minimum private placement                 Maximum private
                                                               of £55 million                   placement of £90 million
                                                            Forecast for     Forecast for       Forecast for    Forecast for
                                                           the 1-month          the year       the 1-month         the year
                                                          period ending          ending       period ending         ending
                                                              31 August       31 August           31 August      31 August
                                                                   2010            2011                2010           2011
     Distribution per linked unit (pence)                            0.34            4.61               0.34            4.08
     Earnings per linked unit (pence)                                3.27            4.61               3.05            4.08
     Diluted earnings per linked unit (pence)                        3.27            4.61               3.05            4.08
     Headline earnings per linked unit (pence)                       3.27            4.61               3.05            4.08
     Diluted headline earnings per linked unit (pence)               3.27            4.61               3.05            4.08

     The profit forecasts are set out below and reflect the effects of the private placement as follows:
     • minimum, being the minimum amount of £55 million that is raised in terms of the private placement; and
     • maximum, being the maximum amount of £90 million that is raised in terms of the private placement.




48
                                                      Minimum private placement                Maximum private
                                                           of £55 million                  placement of £90 million
                                                       Forecast for      Forecast for       Forecast for    Forecast for
                                                      the 1-month           the year       the 1-month         the year
                                                     period ending           ending       period ending         ending
                                                         31 August        31 August           31 August      31 August
                                                              2010             2011                2010           2011
                                                             £’000             £’000              £’000           £’000
Revenue
Gross property rental income                                   1,517          18,207               1,517          18 207
   Contracted                                                  1,455          16,431               1,455          16,431
   Uncontracted                                                   62           1,776                  62           1,776
Hotel rental income                                                –            8,260                  –           8,260
Investment income                                                589            9,563                589           9,563
Other income                                                      70            1,097                 70           1,097
Total revenue                                                 2,176           37,127               2,176         37,127
Expenses
Investment management and professional fees                     (311)          (2,729)              (311)         (3,075)
Administrative expenses                                          (43)            (515)               (43)           (515)
Property operating expenses                                     (175)          (2,097)              (175)         (2,097)
Net operating income                                          1,647           31,786               1,647         31,440
Equity accounted profits                                         211            1,040                211           1,040
Profit from operations                                        1,858           32,826               1,858         32,480
Finance income                                                   348           4,273                 348           4,337
Finance expenses                                              (1,351)        (21,344)             (1,351)        (19,544)
Profit before debenture interest                                 855          15,755                 855          17,273
Debenture interest                                              (576)        (12,188)               (576)        (13,965)
Profit for the period before taxation                            279           3,567                 279           3,308
Taxation                                                          (3)            (37)                 (3)            (37)
Profit for the period after taxation                             276           3,530                 276           3,271
Attributable to:
Equity holders of parent                                           –                –                  –               –
Non-controlling interest                                         276            3,530                276           3,271
Profit for the period after taxation                             276           3,530                 276           3,271
Weighted average number of linked units in issue        17,615,762      278,505,303          18,873,247     348,505,303
Actual number of linked units in issue                 278,505,303      278,505,303         348,505,303     348,505,303

Distribution per linked unit (pence)                            0.34             4.38               0.34            4.01
Earnings per linked unit (pence)                                3.27             4.38               3.05            4.01
Diluted earnings per linked unit (pence)                        3.27             4.38               3.05            4.01
Headline earnings per linked unit (pence)                       3.27             4.38               3.05            4.01
Diluted headline earnings per linked unit (pence)               3.27             4.38               3.05            4.01
The profit forecasts are based, inter alia, on the following material assumptions. Other than in respect of the assumptions
relating to interest rates, tax rates, exchange rates and unforeseen economic factors that may affect the lessees’ abilities
to meet their commitments in terms of existing lease agreements, all of the assumptions below can be influenced
by the directors:




                                                                                                                         49
     Gross property rental income
     • Other than in respect of the Seaham acquisition (which as at the last practicable date has been implemented), the
       Aviva transaction and the hotel transaction, the group will not acquire or dispose of any other properties during
       the forecast periods.
     • Contracted revenue is based on existing lease agreements and has been forecast on a property-by-property basis.
     • Occupancy levels are in line with historic occupancies.
     • The majority of existing lease agreements are valid. In some cases the lease agreement has expired and has not been
       renewed, however the tenant remains in situ and continues to pay rent. Such revenue is treated as “uncontracted”
       revenue for the purposes of the profit forecasts. Uncontracted revenue amounts to 4.1% of gross rental income for
       the 1-month period ending 31 August 2010 and 9.8% of gross rental income for the year ending 31 August 2011.
       Lease agreements do not have escalations but are reviewed upon each rent review date to market (upwards only), at
       least every 5 years in terms of market norms. No market related increases have been assumed in terms of the forecast.
     • Current vacant space has been forecast on a property-by-property basis and has been assumed to remain vacant unless
       it is deemed probable that such space will be let. The vacancy rate is assumed to be 1.3% for the 1-month period
       ending 31 August 2010 and 1.4% for the year ending 31 August 2011.
     • Where a lease expires in respect of existing tenants within the forecast periods, the lease is assumed to be renewed and
       the rental income earned is assumed to be the same as that received under the previous signed lease arrangements.
       Such revenue is treated as uncontracted revenue for the purposes of the forecast. Uncontracted revenue amounts
       to 4.1% of gross rental income for the 1-month period ending 31 August 2010 and 9.8% for the year ending
       31 August 2011.

     Hotel rental income
     As set out in paragraph 11.7, the forecast hotel rental income comprises the anticipated contractual entitlement
     of £8.5 million per annum.

     Investment income
     Cromwell pays dividends to Redefine Intl plc every quarter and it is assumed that Redefine Intl plc maintains a 19.9%
     interest in Cromwell. The amount of the dividend received for the 1-month period ending 31 August 2010 is calculated
     based on the last announced quarterly dividend of Cromwell of AUD0.02 per Cromwell stapled security paid on
     14 May 2010. Dividends per Cromwell stapled security are assumed to decrease to AUD7.25 cents per annum for the
     year ending 31 August 2011.

     Other income
     Other income includes proceeds due from Tesco (a UK supermarket chain) in respect of the sale of a vacant piece
     of land by Ciref Ashtead Limited. The proceeds are due upon successful approval of planning permission to develop
     a supermarket which is expected to be received in the year ending 31 August 2011.

     Expenses
     • Forecast administrative expenses and property operating expenditure has been determined by the group based on their
       review of historical expenditure, where available.
     • Management expenses are in line with management agreements, being an annual fee up to a maximum of 1% of the
       net asset value of the company, and a fee of 0.5% of the gross acquisition price of all acquisitions made by the company
       and for which the investment manager has acted as advisor.
     • No fair value adjustments to investment properties have been provided for.

     Proceeds from the private placement
     • In respect of the minimum amount to be raised in terms of the private placement, 110 million linked units are
       assumed to be issued raising net proceeds (after the payment of listing expenses) of £51.1 million. It is assumed that
       £30 million of the proceeds will be utilised to repay the loan from Redefine which was used to fund the Cromwell
       investment in July 2010, £3 million will be utilised to repay the loan from Redefine which will be used to partially
       fund Redefine Intl plc’s participation in the Cromwell rights and £18.1 million will be utilised to fund the hotel
       transaction.
     • In respect of the maximum amount to be raised in terms of the private placement, 180 million linked units are
       assumed to be issued raising net proceeds (after the payment of listing expenses) of £86.1 million It is assumed that
       £30 million of the proceeds will be utilised to repay the loan from Redefine which was used to fund the Cromwell
       investment in July 2010, £3 million will be utilised to repay the loan from Redefine which will be used to partially fund
       Redefine Intl plc’s participation in the Cromwell rights, £44.4 million will be utilised to fund the hotel transaction
       and the balance of the proceeds of £8.7 million from the private placement are placed on deposit and earn interest
       during the forecast periods at a rate of 0.5% per annum which is the current rate on Redefine Intl plc’s 1-week
       deposit account.



50
Finance income
• Finance income consists of interest earned on the following:
   – the group earns interest on cash deposits with banks at a rate of 0.5% per annum which is the current rate
      on Redefine Intl plc’s 1-week deposit account. Excess cash and the net proceeds from the private placement have
      been assumed to be invested in these cash deposits (as mentioned above), thereby earning interest income, and not
      re-invested in earnings enhancing investments;
   – the group earns interest on deposits with third parties at a rate ranging between 6.0% and 10.3%.
• Finance income is assumed to be increased by an amount of £35,000 for the period ending 31 August 2010 and
   by £420,000 for the year ending 31 August 2011 due to the investment of £7 million in Wigan at an interest rate
   of 6% per annum.

Finance expenses
Interest payable has been calculated in respect of the group’s total debt funding and will be in accordance with rates
specified in the relevant loan agreements, which is an average rate before tax of 5.9% per annum.

Debenture interest
Debenture interest payable in respect of the linked units is based on distributable earnings, the calculation of which
is contained in the debenture trust deed. The salient terms of the debenture trust deed are set out in Annexure 20.

Other matters
• The profit forecasts have been prepared on the basis that the Aviva transaction will be implemented. However as set
  out in paragraph 9.4 above, the Aviva transaction is subject to certain conditions. In the event that the conditions are
  not fulfilled and the Aviva transaction is not implemented:
  – there will be no impact on the forecast for the 1-month period ending 31 August 2010; and
  – the impact on the forecast for the year ending 31 August 2011 will be a reduction in earnings of approximately
      £301,000 which would result in a decline in distribution, earnings, headline earnings and diluted headline earnings
      per linked unit of 0.09 pence or 2.4% compared to the forecast which is currently presented.
• Other than in respect of the Cromwell investment and the Wichford investment, no investments in publicly traded
  companies will be made during the forecast periods.
• Equity accounted profits represent the share of net profits for Redefine International in joint venture entities,
  in accordance with the group’s accounting policy to equity account joint venture entities. The equity accounted profits
  include, inter alia, the Wichford investment which has been equity accounted in accordance with IFRS. Wichford
  pays dividends to Redefine Intl plc every six months and it is assumed that Redefine Intl plc maintains a 21.73%
  shareholding throughout the forecast periods. The amount of the dividend forecast is calculated based on the last
  announced dividend of Wichford of 0.31 cent per Wichford share as declared and approved at the Wichford board
  meeting on 14 May 2010. Dividends per Wichford share are assumed to grow by 8.0% per annum.
• The group is exempt from all forms of taxation in Jersey. The group invests in properties in Switzerland and is therefore
  liable to cantonal and federal taxes; the effective tax rate in Switzerland ranges from 22% to 25%. The group also
  invests in properties in Germany; the effective tax rate ranges from 18.463% to 25%. There are no assumed changes
  in the effective tax rates or jurisdictions to which the group is subject over the period of the forecast. For purposes
  of South African tax, it is assumed that Redefine Intl plc will distribute not less than 100% of distributable core
  earnings in dividends.
• Net fair value gains and losses on investment property and gains and losses from financial assets and liabilities are
  assumed to be nil throughout the forecast periods.
• Exchange rates used in the projections are as follows: £1.00:ZAR11.50; £1.00:a1.09; £1.00:CHF1.66; £1.00:US$1.50
  and £1.00:AUD1.75. No changes in exchange rates are assumed during the forecast periods.
• There will be no unforeseen economic factors that will affect the lessees’ abilities to meet their commitments in terms
  of existing lease agreements.
• The distribution per linked unit is based on 100% of the distributable earnings and the total number of linked units
  in issue as at 31 August 2010 and 31 August 2011.
• Earnings per linked unit, diluted earnings per linked unit, headline earnings per linked unit and diluted headline
  earnings per linked unit are based on the weighted average number of linked units for the 1-month period ending
  31 August 2010 and the year ending 31 August 2012.
• The group has two material properties, West Orchards Coventry and Birchwood, which account for 24.9% and
  16.1%, respectively, of forecast gross property rental income for the 1-month period ending 31 August 2010 and for
  the year ending 31 August 2011.



                                                                                                                        51
18. UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

     18.1 Set out in Annexure 8 is the unaudited consolidated pro forma statement of financial position of the group,
          after the consolidation of Redefine Intl plc, the Seaham acquisition, the 2010 interim dividend, the Cromwell
          investment in July 2010, the Cromwell rights issue, the Aviva transaction, the hotel transaction and the private
          placement (assuming that the minimum private placement of £55 million takes place and assuming that the
          maximum private placement of £90 million takes place) based on the audited statement of financial position of
          Redefine International as at 30 June 2010.

     18.1 The independent reporting accountants’ report on the unaudited consolidated pro forma statement of financial
          position is set out in Annexure 9. The independent reporting accountants’ report on the value and existence of
          the properties acquired by the group (in terms of the Seaham acquisition, the Aviva transaction and the hotel
          transaction) is set out in Annexure 10. The unaudited consolidated pro forma statement of financial position is
          the responsibility of the directors of Redefine International. The unaudited consolidated pro forma statement of
          financial position has been prepared for illustrative purposes only, to provide information on how consolidation
          of Redefine Intl plc, the Seaham acquisition, the 2010 interim dividend, the Cromwell investment in July 2010,
          the Cromwell rights issue, the Aviva transaction, the hotel transaction and the private placement (assuming that
          the minimum private placement of £55 million takes place and assuming that the maximum private placement
          of £90 million takes place) may have impacted on the financial position of the group on the bases stated above.
          Because of its nature, the unaudited consolidated pro forma statement of financial position may not fairly present
          the group’s financial position, changes in equity, results of operations and cash flows after implementation of the
          consolidation of Redefine Intl plc, the Seaham acquisition, the 2010 interim dividend, the Cromwell investment
          in July 2010, the Cromwell rights issue, the Aviva transaction, the hotel transaction and the private placement on
          the bases stated above.

19. HISTORICAL FINANCIAL INFORMATION

     19.1 Historical annual financial information

           Annexure 11 contains the historical financial information of Redefine International for the period from
           incorporation (11 May 2010) to 30 June 2010. The preparation of the historical financial information is the
           responsibility of the directors of Redefine International.
           Annexure 12 contains the independent reporting accountants’ report on the historical financial information
           of Redefine International for the period from incorporation (11 May 2010) to 30 June 2010.
           Annexure 13 contains the historical financial information of Redefine Intl plc for the year ended 30 September 2009
           and for the five months ended 28 February 2010. The preparation of the historical financial information is the
           responsibility of the directors of Redefine International.
           Annexure 14 contains the independent reporting accountants’ report on the historical financial information for
           the year ended 30 September 2009 and the five months ended 28 February 2010.

     19.2 Profit, loss and dividend history
           Redefine International was incorporated on 11 May 2010 and accordingly has no profit history and has not
           declared any dividends.
           Annexure 15 contains the following particulars of Redefine Intl plc and its subsidiaries for the preceding 5 financial
           years:
           • the profits or losses (before and after tax);
           • the aggregate dividends paid;
           • the dividends paid in pence per share; and
           • the dividend cover for each year.
           Annexure 16 contains the auditors’ report on the profits and losses and dividends of Redefine Intl plc and its
           subsidiaries for the preceding 5 financial years.




52
GENERAL INFORMATION


20. MAJOR UNITHOLDERS AND CAPITAL STRUCTURE
   Information regarding the authorised and issued capital of the company, share premium, debenture premium, unitholders
   of the company holding, directly and indirectly in excess of 5% of the linked units immediately prior to and after the
   private placement and the listing, alterations of capital during the three years preceding the last practicable date and
   ancillary unitholder information required in terms of the JSE Listings Requirements and the South African Companies
   Act is set out in Annexure 17.
   The salient terms of the articles of association of Redefine International are included in Annexure 19.
   The salient terms of the debenture trust deed are included in Annexure 20.
   The salient terms of the articles of association of Redefine Intl plc are included in Annexure 21.
   The salient terms of the articles of association of the subsidiaries of Redefine International and Redefine Intl plc are
   set out in Annexure 19, which sets out those terms under each of the jurisdictions within which the subsidiaries are
   incorporated. The JSE has required that the articles be adopted by each of the subsidiaries and registered by the relevant
   authority by not later than 48 hours prior to the listing.


21. SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS
   The following summary is intended as a guide and is, therefore, not comprehensive. If you are in any doubt hereto, please
   consult your professional advisor.

   21.1 Emigrants from the common monetary area
         A former resident of the common monetary area who has emigrated from South Africa may use blocked funds
         to purchase linked units in terms of this prospectus.
         All payments in respect of subscriptions for linked units by an emigrant using blocked funds must be made through
         an authorised dealer in foreign exchange controlling the blocked assets.
         Any linked units issued pursuant to the use of emigrant blocked funds, will be credited to their blocked linked unit
         accounts at the CSDP controlling their blocked portfolio.
         Linked units subsequently rematerialised and issued in certificated form, will be endorsed “Non-Resident” and will
         be sent to the authorised dealer in foreign exchange through whom the payment was made.
         If applicable, refund monies payable in respect of unsuccessful applications, or partly successful applications,
         as the case may be, for linked units in terms of this prospectus, emanating from emigrant blocked accounts, will
         be returned to the Authorised Dealer in foreign exchange through whom the payment were made, for credit to such
         applicant’s blocked accounts.

   21.2 Applicants resident outside the common monetary area
         A person who is not resident in the common monetary area should obtain advice as to whether any government
         and/or legal consent is required and/or whether any other formality must be observed to enable an application
         to be made in terms of the private placement.
         This prospectus is accordingly not a placement in any area or jurisdiction in which it is illegal to make such
         a placement. In such circumstances this prospectus is provided for information purposes only.
         Holders of dematerialised linked units will have their statements endorsed “Non-Resident” and their accounts
         at their CSDP or broker annotated accordingly.
         Applicants that are resident outside the common monetary area should note that, where linked units are subsequently
         rematerialised and issued in certificated form, such certificates will be endorsed “Non-Resident” in terms of the
         Exchange Control Regulations.




                                                                                                                          53
     21.3 The SARB granted approval for Redefine International to hold a direct interest in Redefine Intl plc subject
          to Redefine and Redefine International complying with the following conditions:

          21.3.1 the company must remain tax resident in South Africa and any changes in this regard is subject to the
                 SARB’s prior approval;

          21.3.2 the company has SARB authority, valid until 31 December 2010, to invest up to £200 million outside
                 South Africa;

          21.3.3 should Redefine Intl plc acquire any assets or make loans to entities within the common monetary area, the
                 SARB reserves the right to call upon the company to immediately dispose of its interest in Redefine Intl plc;

          21.3.4 any acquisition of assets or loans made by Redefine Intl plc in the common monetary area would be viewed
                 by the SARB as a “loop structure” which, is not permissible in terms of the current Exchange Control policy
                 in force. Any such loans and/or asset acquisitions should immediately be brought to the SARB’s attention
                 and the SARB reserves the right to make use of the remedies available to us under the South African
                 Exchange Control Regulations;

          21.3.5 all fee receipts due to Redefine and Redefine International should be repatriated to South Africa and
                 be accounted for in an approved manner within the prescribed time period;

          21.3.6 South African owned Intellectual Property may not be transferred by way of a sale, assignment or cession
                 and/or the waiver of rights in favour of non-residents in whatever form, directly or indirectly, without the
                 prior approval of the SARB;

          21.3.7 Redefine International cannot dispose of (or otherwise deal with or convert) any of its shares in Redefine
                 Intl plc without the approval of the SARB;

          21.3.8 Redefine and Redefine International are allowed, without prior SARB approval, to expand their offshore
                 business via Redefine Intl plc, through the acquisition of further assets/equity interests offshore,
                 provided such acquisition is in the same line of business and an enhanced qualifying monetary benefit
                 to South Africa (other than dividends) can be demonstrated. The expansion must be financed without
                 recourse to South Africa through foreign borrowings or by the employment of profits earned by Redefine
                 Intl plc. No recourse to South Africa may occur to fund or guarantee such offshore expansion and all
                 expansion plans including a qualifying enhanced monetary benefit must be placed on record with the SARB
                 within 30 days of such expansion taking place. Any deviation or non-compliance with the aforementioned
                 provisions will be viewed in a serious light and the SARB accordingly reserves the right to take remedial
                 action should such deviations or instances of non-compliance come to their attention;

          21.3.9 should either Redefine or Redefine International wish to dispose of their interest in Redefine Intl plc and
                 for such a disposal to be permissible, the sale of Redefine Intl plc must be concluded on an arm’s length
                 basis, at a fair and market related price, (payable upfront and no extended credit terms are allowed) and the
                 net sale proceeds must within 30 days of receiving same, be sold to a South African Authorised Dealer for
                 conversion to Rand, under advice to the SARB. A copy of the relative sale agreement must accompany such
                 advice/application;

         21.3.10 in terms of South African Exchange Control Regulation 6, Redefine and Redefine International are
                 obliged, on an annual basis, to repatriate their pro rata share of excess profits by way of a dividend and to
                 repatriate same to South Africa. However with effect from 26 October 2004, South African corporates
                 that receive dividends from approved offshore subsidiaries/associate companies, have been exempted
                 from Regulation 6 and may accordingly freely retain such dividend proceeds offshore and use it for any
                 purpose offshore provided the application of such dividends does not crate any recourse to South Africa.
                 Similarly any dividends that in future are repatriated to South Africa may be retransferred abroad at any
                 time and be used for any purpose, provided that no further recourse to South Africa is created. The SARB,
                 however, on an annual basis requires to be advised of all dividends declared by the offshore operation, the
                 amounts repatriated to South Africa or alternatively the dividend amounts retained abroad together with
                 an indication of how such funds were utilised offshore;

         21.3.11 dividend proceeds may, however, under no circumstances be utilised to fund investments/loans in the
                 common monetary area, for any purpose whatsoever, via a “loop structure”;

         21.3.12 no guarantees may be issued from South Africa without the SARB’s specific prior approval;



54
       21.3.13 the SARB requires that the original share certificates of Redefine Intl plc be lodged with the
               Authorised Dealer acting as the company’s main bankers within 30 days of having acquired the offshore
               shares and such shares may not be released without the SARB’s prior approval, except where Redefine
               or Redefine International disposes of their shares in compliance with the conditions mentioned under
               paragraph 21.3.9 above;

       21.3.14 the SARB requires to be furnished with a copy of the audited financial statements of the Redefine Intl plc,
               together with a progress report on an annual basis. Such a report must include an updated family tree,
               as well as full details of the longer term quantified monetary benefit that accrued to South Africa as a result
               of each foreign investment made;

       21.3.15 the SARB reserves the right to call upon the company to dispose of its interest in Redefine Intl plc should
               the SARB deem it necessary;

       21.3.16 the Authorised Dealer effecting any transfers on behalf of Redefine or Redefine International must
               immediately thereafter advise the SARB of the date(s) and actual amount(s) transferred, ultimate percentage
               equity taken up by Redefine and Redefine International in Redefine Intl plc and the percentage voting
               rights acquired;

       21.3.17 should the authority granted above by the SARB not be availed of within the period authorised, the SARB
               must be advised of the circumstances that gave rise to the authority not being utilised;

       21.3.18 in the event of the company not being in a position to fully comply with all of the conditions outlined
               above, a fresh, fully motivated application via an Authorised Dealer should be submitted to the SARB,
               to enable the SARB to issue a formal directive in the matter.

22. MATERIAL CHANGES
   The directors report that there have been no material changes in the business of the group or the trading objectives
   of the group since incorporation of the company nor has there been any material change in the assets or liabilities of the
   company or any subsidiary or any material change in the financial or trading position of the group, since the reviewed
   interim results of Redefine Intl plc for the five months ended 28 February 2010.

23. PROPERTIES AND SUBSIDIARIES ACQUIRED OR TO BE ACQUIRED
   Details of the material immovable properties and/or subsidiaries and/or business undertakings which have been acquired
   by the group in the three years preceding the last practicable date of this prospectus are set out paragraph 9 of this
   prospectus and in Annexure 5.
   Details of the company’s subsidiaries are set out in Annexure 2.
   The names and addresses of the vendors in respect of any such assets acquired by the company and/or its subsidiaries and
   the consideration received or to be received by each of them is detailed in Annexure 5.

24. PROPERTIES AND SUBSIDIARIES DISPOSED OF OR TO BE DISPOSED OF
   No material properties or subsidiaries or business undertakings have been disposed of in the three years preceding the last
   practicable date.

25. ADVANCES, LOANS AND BORROWING POWERS
   Save as disclosed in Annexure 18, the company and/or any of its subsidiaries have not advanced or received any material
   loans or other loan capital.
   The group has undertaken no off-balance sheet financing at 28 February 2010 or at the date of this prospectus.
   At the last practicable date there were no material inter-company loans or other financial transactions between any
   members of the group other than the Redefine loan and other than as disclosed in Note 23 of the extract of the financial
   statements of Redefine Intl plc for the year ended 30 September 2009 set out in Annexure 13.
   As set out more fully in paragraph 9 of Annexure 19, the borrowing powers of the company and its subsidiaries exercisable
   by their respective directors are unlimited and, accordingly, have not been exceeded since incorporation.
   Other than as referred to in paragraph 21 of the prospectus, there are no exchange control or other restrictions on the
   borrowing powers of the company or any of its subsidiaries.



                                                                                                                           55
26. CAPITAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES
     As at 30 September 2009, other than in respect of the guarantee of the liabilities of Ciref Streatham Limited set out below,
     the group had no other material capital commitments, lease payments and/or contingent liabilities. There have been
     no material changes to the capital commitments, lease payments and contingent liabilities of the company since that date.
     At 30 September 2009 Redefine Intl plc had a guarantee with respect to the liabilities of Ciref Streatham Limited, which
     is limited to £200,000. There has been no material change to the guarantee since that date.

27. SECURITIES ISSUED OTHERWISE THAN FOR CASH
     Save as set out in the table below in respect of Redefine Intl plc shares issued pursuant to the payment of scrip dividends,
     no shares, debentures or linked units have been issued or agreed to be issued by the company or any of its subsidiaries
     during the preceding three years otherwise than for cash.
     Scrip dividend paid by Redefine Intl plc:

     Period in respect of which scrip dividend was paid                                              Number of Redefine Intl shares issued
     Final scrip dividend for the year ended 30 September 2008                                                                              573,832
     Interim scrip dividend for the six-month period ended 31 March 2009                                                                    203,667
     Final scrip dividend for the year ended 30 September 2009                                                                              199,441
     Interim scrip dividend for the five-month period ended 28 February 2010                                                                222,585
     Total                                                                                                                               1,199,525

28. OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF SECURITIES
     There are no preferential conversion, redemption and/or exchange rights in respect of any of the linked units or other
     securities of the group.
     Save as set out under the section headed “The convertible loan facility agreement” in paragraph 9.4.3 of this prospectus,
     there are no other contracts or arrangements, either actual or proposed, whereby any option or preferential right of any
     kind has been or will be given to any person to subscribe1 for any linked units in the company or its subsidiaries.

29. ADEQUACY OF CAPITAL
     The directors are of the opinion that the working capital available to the company and its subsidiaries is sufficient for the
     group’s present requirements, that is, for at least the next 12 months from the date of issue of this prospectus.

30. DIVIDENDS/DISTRIBUTIONS
     Redefine Intl plc’s previous dividend policy was to pay dividends twice yearly on an interim and final basis, representing
     in aggregate approximately 4.5% of the group’s net asset value. With effect from the placing on 21 December 2009, the
     board changed the dividend policy from one linked to NAV to one related to the distributable core earnings in any given
     financial period. Redefine Intl plc intends to pay out not less than 100% of such earnings in dividends.
     In order to ensure that, notwithstanding its dividend policy, Redefine Intl plc has sufficient capital to maintain its assets,
     Redefine Intl plc will set aside a capital maintenance fund the quantity of which will be reviewed from time-to-time.
     The directors of Redefine International intend to make interest distributions twice yearly, which are expected
     to be declared for the six-month periods ended August and February. The interest distributions will be based on the
     company’s distributable earnings.
     The first distribution to Redefine International linked unitholders will be in respect of the six month period ending
     28 February 2011.
     There are no arrangements in terms of which future dividends are waived or agreed to be waived.
     The linked units which will be listed on the JSE will rank for dividends pari passu with existing linked units in issue.
     Redefine International has agreed that it will only be entitled to receive dividends from Redefine Intl plc in respect
     of the 168,505,303 shares which it acquired from Redefine in terms of the sale of shares agreement, with effect from
     1 September 2010 and accordingly the dividend in respect of the six month period ending 31 August 2010 will be for
     the benefit of Redefine. The shares issued in terms of the placing on 13 July 2010 and the private placement will be
     issued “ex dividend” i.e. Redefine International will not receive or will refund any dividends in respect of the six month
     period ending 31 August 2010 to the shares issued in terms of the placing on 13 July 2010 and the private placement to
     Redefine Intl plc.
     1.
          Subscribing for linked units includes acquiring them from a person to whom they were allotted or they were agreed to be allotted with a view to
          his/her offering them for sale.



56
31. TAX CONSIDERATIONS
   In terms of section 9D of the South African Income Tax Act, at the date of issue of this prospectus, immediately after
   the listing, Redefine Intl plc will qualify as a controlled foreign company (“CFC”). The effect of being a CFC is that any
   South African resident shareholder who holds a participation right (as defined in terms of the South African Income Tax
   Act) of at least 10% post the listing, must include in its gross income a proportionate share of the net income of the CFC
   (section 9D(2)), determined as if the CFC were a South African taxpaying company (section 9D(2) (2A)). Such income
   must be brought to account by the South African resident on the last day of the foreign tax year of the CFC. SA residents
   holding less than 10% of the participation rights are exempt from this provision.
   Potential investors are advised to consult their professional advisors regarding the tax consequences of investing
   in Redefine International.


32. PRELIMINARY AND LISTING EXPENSES
   The preliminary expenses that are expected to be incurred or have been provided for in connection with the listing and
   the private placement on the JSE are set out in Annexure 22.
   Other than those referred to in Annexure 22, there were no other preliminary expenses incurred by the group, in the
   three years preceding the date of the prospectus, in relation to the listing or the private placement.
   The expenses which were incurred in connection with the private placement and the placings are set out in Annexure 22.


33. MATERIAL CONTRACTS
   Other than as disclosed in paragraph 9 above and in Annexure 1, Annexure 5, Annexure 18, Annexure 23 and
   Annexure 26, neither the company nor its subsidiaries have entered into contracts:
   • either verbally or in writing, otherwise than in the ordinary course of business within the two years prior to the date
     of this prospectus; or
   • at any time and containing an obligation or settlement that is material to the company or its subsidiaries at the date
     of this prospectus.
   Except for the investment management agreement and the property management agreements referred to in paragraph 11
   of this prospectus, the group is not subject to any other management or royalty agreements. The group has not paid any
   material technical or secretarial fees in the three years preceding the date of this prospectus.
   Other than as disclosed in paragraph 23 of Annexure 23, the group has not paid any commission or consideration other
   than in the normal course of business, in the three years preceding the date of this prospectus.


34. LITIGATION STATEMENT
   There are no legal or arbitration proceedings, including any proceedings that are pending or threatened of which the
   group is aware, that may have or have had in the recent past, being at least the previous 12 months from the date of this
   prospectus, a material effect on the group’s financial position.


35. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW
   The group does not benefit from government protection or investment encouragement law in the jurisdictions in which
   it operates.


36. ADVISORS’ INTERESTS
   Other than 10,271 Redefine Intl plc shares which are held by Singer Capital Markets in their capacity as market maker
   for Redefine Intl plc, none of the group’s advisors hold any securities in or have agreed to acquire any securities in the
   group at the date of this prospectus.




                                                                                                                          57
37. COMMISSIONS
     Other than:
     • a raising fee of 2.5% payable to RIN Fund Managers in respect of the placing on 21 December 2009, the placing
         on 24 December 2009 and the placing on 31 January 2010;
     • an underwriting fee of 3.0% of £45 million payable by the company to Redefine in respect of Redefine’s underwriting
         commitment; and
     • a raising fee of up to 3.0% payable by the company to RIN Fund Managers on behalf of financial intermediaries
         in respect of proceeds raised over and above £45 million under the private placement (if applicable),
     no other commissions, discounts or brokerages have been paid nor have any other special terms been granted in connection
     with the issue or sale of any securities, linked units or debentures in the capital of the company or any of its subsidiaries,
     in the three years preceding the date of this prospectus.
     Save as set out in this paragraph above, there have been no commissions paid or payable in respect of underwriting by the
     group in the three years preceding the date of this prospectus.


38. CORPORATE GOVERNANCE
     The directors recognise the importance of sound corporate governance and the company complies with the provisions
     of the King Code (currently the Third King Report on Corporate Governance) and (in respect of its offshore subsidiaries)
     the provisions of the Combined Code – Principles of Good Governance and Code of Best Practice (the 2003 Combined
     Code which was revised and reissued in 2006, 2008 and 2010). In particular, the directors are responsible for overseeing
     the effectiveness of the internal controls of the company designed to ensure that the assets of the company are safeguarded,
     that proper accounting records are maintained and that the financial information on which business decisions are made
     and which is issued for publication is reliable.
     The group’s corporate governance statement is set out in Annexure 24.


39. TRADING HISTORIES
     The trading history of Redefine Intl plc shares on AIM, the trading history of Wichford shares on the LSE and the trading
     history of Cromwell stapled securities on the ASX are set out in Annexure 25.


40. DIRECTORS’ RESPONSIBILITY STATEMENT
     The directors, whose names are set out on page 22 of this prospectus:
     • have considered all statements of fact and opinion in the prospectus;
     • collectively and individually, accept full responsibility for the accuracy of the information given;
     • certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any
       statement false or misleading;
     • have made all reasonable enquiries in this regard;
     • certify that, to the best of their knowledge and belief, this prospectus contains all information required by law and the
       JSE Listings Requirements.


41. CONSENTS
     The corporate adviser, legal adviser and bookrunner to Redefine International, the sponsor, the independent reporting
     accountants and auditors of Redefine International, the auditors to Redefine Intl plc, the transfer secretaries, the company
     secretary, the independent property valuers, the attorneys to the prospectus, the trustee for Redefine International
     debenture holders, the investment manager, the UK manager, the European manager, the group services manager, the
     hotel manager, the auditors of Redefine Intl plc, the bankers and the underwriter have consented in writing to act in
     the capacities stated and to their names appearing in this prospectus and have not withdrawn their consent prior to the
     publication of this prospectus.
     The independent reporting accountants and auditors to Redefine International and the auditors to Redefine Intl plc and
     the independent property valuers have consented to the inclusion of their reports in the form and context in which they
     are included in the prospectus, which consent has not been withdrawn prior to the publication of this prospectus.




58
42. DOCUMENTS AVAILABLE FOR INSPECTION
    Copies of the following documents will be available for inspection at Java Capital’s offices at 2 Arnold Road, Rosebank,
    2196, South Africa and at the company’s registered office at any time during normal business hours from 08:30 to 17:00
    for a period of 14 days from the date of issue of this prospectus:
    • the articles of the company and each of its subsidiaries;
    • the debenture trust deed;
    • summary valuation reports as set out in Annexure 6;
    • detailed valuation reports undertaken by the independent property valuers;
    • the audited annual financial statements of Redefine Intl plc for the years ended 30 September 2009, 2008, 2007, 2006
       and 2005;
    • the reviewed interim results of Redefine Intl plc for the five months ended 28 February 2010;
    • the audited financial statements of Redefine International for the period from incorporation (11 May 2010) to
       30 June 2010;
    • the signed reports by the independent reporting accountants, the texts of which are set out in Annexures 7, 9, 10, 12
       and 14;
    • the signed report by the auditors to Redefine Intl plc, the text of which is set out in Annexure 16;
    • the sworn declaration by Redefine, in its capacity as underwriter, referred to in section 153(1) of the South African
       Companies Act;
    • the material contracts set out in paragraph 9 above and Annexures 1, 5, 18, 23 and 26;
    • the letters of consent referred to in paragraph 41 above;
    • the directors’ resolution in relation to the listing of the company on the JSE;
    • service contracts referred to in Annexure 26;
    • the AIM admission document; and
    • a signed copy of this prospectus.


43. PARAGRAPHS OF SCHEDULE 3 OF THE SOUTH AFRICAN COMPANIES ACT WHICH ARE NOT
    APPLICABLE
    The following paragraphs of Schedule 3 of the South African Companies Act are not applicable to the prospectus:
    1(b), 6(a)(iv), 6(d), 6(g), 6(h), 8(b), 8(d), 9(b), 13, 20(b), 24, 26, 27, 28, 30 and 31.


Signed at Johannesburg by Marc Wainer on his behalf and on behalf of all the directors of the company on
17 August 2010, in terms of powers of attorney granted by them.




______________________________
Gavin Robert Tipper
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 26 July 2010.




______________________________
Michael James Wills Farrow
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 2 August 2010.




______________________________
Bernard Nackan
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 28 July 2010.




                                                                                                                         59
______________________________
Andrew Rowell
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 2 August 2010.




______________________________
John Henry Ruddy
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 27 July 2010.




______________________________
Peter McAllister Todd
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 28 July 2010.




______________________________
Marc Wainer
Director




______________________________
Michael John Watters
A director herein represented by Marc Wainer under and in terms of a power of attorney executed on 25 July 2010.




60
                                                                                                                     Annexure 1


INVESTMENT MANAGEMENT AGREEMENT


Redefine Intl plc and RIN Fund Managers have entered into a revised investment management agreement on 17 June 2010.
The terms below reflect the terms of the revised investment management agreement.

1.   Pursuant to an investment management agreement dated 18 May 2006 and revised on 17 June 2010 between Redefine
     Intl plc and RIN Fund Managers, Redefine Intl plc appointed the investment manager in the BVI to manage the
     investment and re-investment of the assets of the group.

2.   In connection with such appointment, the investment manager is to perform a number of investment management
     duties, development management duties and property management duties. Further to its investment management duties,
     the investment manager is to advise the group of any recommended property acquisition or property disposal.

3.   The investment manager is appointed until the investment management agreement is terminated by either party
     giving at least 36 month’s written notice, which may be given at any time, or in terms of paragraph 4 below. There are,
     in addition, customary termination rights for unremedied breaches and insolvency events.

4.   The investment management agreement may be terminated at any time if a majority of independent shareholders
     of Redefine Intl plc present (in person or by proxy) and voting at a general meeting of Redefine Intl plc approve the
     termination of the investment management agreement, provided that in such circumstances the investment management
     agreement will (depending upon the terms of the shareholders resolution approving the cancellation) either:
     4.1 be cancelled on 36 months’ written notice to the investment manager; or
     4.2 be cancelled with immediate effect, subject to payment to the investment manager of an amount calculated based
           on 3 times the forecast fees, commissions and expenses for the 12 months following the date of the termination
           notice which would otherwise be payable.

5.   The investment manager will have an incentive to maximise the performance of the group’s properties, thus aligning its
     interests with those of shareholders.

     6.    The fees for performance of the investment management duties will be agreed by the group and the investment
           manager from time-to-time. The fees which apply at the date of this prospectus are as follows:
     6.1   the group pays the investment manager an annual fee equal to one percent of the net asset value of Redefine Intl plc
           (plus VAT, if any).
     6.2   The investment manager also receives a performance fee equivalent to 20 percent of any performance over
           an internal rate of return of 10 percent in any year, where the internal rate of return is calculated on a return
           to shareholders basis, based on the increase in net asset value per annum (ex dividend) plus any dividend paid
           (the “Target IRR”), provided that if the Target IRR is not met in any year no performance fee will be paid
           in the subsequent year until the shortfall of the Target IRR is made up in such subsequent year (in addition to
           the Target IRR that applies to such year). The performance fee is payable annually on each year’s performance.
           The performance fee is paid in cash unless Redefine Intl plc and the investment manager agree to settlement of the
           performance fee by the issue of new Redefine Intl plc shares. If the investment manager and the group agree any
           performance fee for a specific project, then the general performance fee for the relevant year will be reduced by the
           specific project fee paid.
     6.3   In the event that a rights issue or share placement is undertaken in any particular financial year, the net asset value
           shall be re-set to a level that takes account of the effect of the capital raising (“General Performance Fee Base”).
           The General Performance Fee Base will be agreed between the investment manager and the group on an annual
           basis (in the event that new linked units have been issued in any particular year), notwithstanding the fact that the
           Target IRR may not have been met in a preceding financial year.
     6.4   In addition to the performance fee payable to the investment manager in terms of paragraph 6.2 above, the group
           shall pay a fee for any acquisition it undertakes with the assistance of the investment manager and such fee shall
           be 0.5% of the gross value of the assets being acquired.
     6.5   For property management duties the investment manager receives a fee which is market related and no more than
           5 percent of gross rental income. For development management duties the investment manager receives a fee which
           is market related and agreed on a project by project basis.



                                                                                                                               61
62
                              Annexure 2


     GROUP STRUCTURE




     continued on next page
     continued on next page




63
64
     continued on next page
     continued on next page




65
66
     continued on next page
     * In the process of being liquidated and de-registered.




67
The following table indicates the subsidiaries of Redefine Intl plc as at the last practicable date:

Subsidiary            Place, date of           Date became a        Nature of            Issued   Effective       Amount
                      incorporation            subsidiary           business              share holding by          owing
                      and registration                                                   capital† Redefine       to parent
                      number                                                                       Intl plc      company
                                                                                                        (%)
Gibson Property       BVI                      13 September         Property             £2,000         84.23          Nil
Holdings Limited      5 July 2005              2007                 investment
                      Reg. No.
                      1067773
Trito Gibson          BVI                      6 December           Property             £1,000         84.23   £1,418,007
Limited               7 December               2006                 investment
                      2004
                      Reg. No. 1067774
Trito Kwik-Fit        BVI                      1 January            Property            £13,047         84.23   £3,692,519
Limited               24 November              2006                 investment
                      2004
                      Reg. No. 1065884
Tritam                BVI                      29 September         Property             £7,730         90.78    £625,804
Investments           28 June 2004             2005                 investment
Limited               Reg. No. 1067775
Trito Newport         BVI                      30 September         Dormant                £100         80.95          Nil
Limited               11 October 2004          2005
                      Reg. No.1065874
Trito Blackpool       BVI                      1 January 2006       Dormant                £200         70.68          Nil
Limited               5 October 2005
                      Reg. No. 1000488
Ciref Coventry        BVI                      29 March 2007        Property               £100         81.25   £8,161,180
Limited               29 March 2007                                 investment
                      Reg. No. 1395433
Byron Place           UK                       27 April 2010        Property                  £1       100.00    £100,000
Seaham Limited        3 July 2003                                   investment
                      Reg. No. 4819259
Seaham Wax            BVI                      25 March 2010        Property               £100        100.00        £100
Limited               16 September 2008                             investment
                      Reg. No. 1503562
Seaham Limited        UK                       25 March 2010        Property                  £1       100.00   £1,000,000
                      1 August 2006                                 investment
                      Reg. No. 5893492
Acton Properties      BVI                      5 December 2005 Property                 £25,000        100.00    £206,132
Limited               5 December 2005                          investment
                      Reg. No. 1000876
Birchwood             Jersey                   15 July 2010         Property        £7,914,484         100.00          Nil
Warrington            29 September 2006                             investment
Limited
                      Reg. No. 94661
Newington             BVI                      1 January 2006       Property            £10,000         76.73     £33,243
House Limited         16 August 2005                                investment
                      Reg. No. 1000426




68
Subsidiary          Place, date of      Date became a     Nature of      Issued   Effective     Amount
                    incorporation       subsidiary        business        share holding by        owing
                    and registration                                     capital† Redefine     to parent
                    number                                                         Intl plc    company
                                                                                        (%)
Trito Petersfield   BVI                 1 January 2006    Property      £10,000      60.42     £126,000
Limited             19 January 2005                       investment
                    1065886
Banstead Property   BVI                 1 January 2006    Property      £10,000      71.43     £218,770
Holdings Limited    14 July 2004                          investment
                    Reg. No.1067776
Ciref Reigate       BVI                 1 January 2006    Property      £10,000      61.36     £452,676
Limited             25 October 2005                       investment
                    Reg. No. 1000627
Ciref Ashtead       BVI                 6 July 2006       Dormant         £100      100.00     £100,000
Limited             6 July 2006
                    Reg. No.1037538
Ciref Fino Limited BVI                  14 September      Property        £100       67.65           Nil
                   14 September 2006    2006              investment
                   Reg. No. 1051280
Ciref Streatham     BVI                 12 December       Property        £100      100.00    £3,866,067
Limited             12 December 2006    2006              investment
                    Reg. No. 1372796
Mayfare             Gibraltar           11 May 2007       Property       £1,000     100.00           Nil
Investments         14 April 2005                         investment
Limited             Reg No. 94562
Ciref Malthurst     BVI                 7 March 2007      Property      £10,000      84.00    £8,397,227
Limited             7 March 2007                          investment
                    Reg. No. 1391529
Princes Street      Scotland            30 April 2007     Property          £1       84.00    £2,167,748
Investments         18 October 2004                       investment
Limited             Reg. No. SC274858
Ciref Wakefield     BVI                 1 April 2007      Dormant       £10,000      84.00           Nil
Limited             12 July 2006
                    Reg. No. 1039233
Ciref Jersey        BVI                 13 September      Property        £100      100.00    £3,147,959
Limited             12 July 2006        2006              investment
(formerly           Reg. No. 1039117
Osiris Trade 4
Limited)
Delamere Place      UK                  6 February 2009   Property     £130,000      90.08           Nil
Crewe Limited       4 December 2003                       investment
                    Reg. No.4984673
West Orchards       UK                  6 February 2009   Property     £500,000      81.07           Nil
Coventry Limited    29 March 2007                         investment
                    Reg. No. 6192658
Ciref Europe        BVI                 1 May 2007        Property     a169,967      92.71           Nil
Limited             1 May 2007                            investment
                    Reg. No. 1402188




                                                                                                       69
Subsidiary                 Place, date of                Date became a         Nature of               Issued   Effective                 Amount
                           incorporation                 subsidiary            business                 share holding by                    owing
                           and registration                                                            capital† Redefine                 to parent
                           number                                                                                Intl plc                company
                                                                                                                      (%)
Ciref Berlin               Cyprus             29 December                      Property          CYP58,140               92.71        a7,252,400
(Cyprus) Limited           29 December 2006   2006                             investment
                           Reg. No. HE 189519
Ciref Berlin 1             Republic of Ireland           29 September          Property            a100,000              92.71        a5,693,501
Limited                    29 September 2006             2006                  investment
                           Reg. No. 427371
Ciref German               Republic of Ireland           15 February 2007 Property                       a100            92.71        a1,544,269
Portfolio Limited          15 February 2007                               investment
                           Reg. No. 434925
Inkstone Property BVI                                    10 July 2007          Property                  US$1            55.17        a4,716,308
Number 1 Limited 7 February 2006                                               investment
Reg. No. 1009526
Inkstone                   Germany                       15 June 2009          Property                a1,000            55.17                   Nil
Grundstuckswer-            24 July 2006                                        investment
waltung Limited            Reg. No. H43205
& Co. KG
Inkstone Zwei              Germany           15 June 2009                      Property                a1,000            55.17                   Nil
Grundstuckswer-            15 June 2007                                        investment
waltung Limited            Reg. No. HRA43987
& Co. KG
CEL Portfolio 1            Germany           20 March 2008                     Property                a2,000            75.08                   Nil
Limited &                  20 March 2008                                       investment
Co. KG                     Reg. No. HRA44578
Matterhorn                 Luxembourg                    5 August 2005         Property         CHF22,000                80.46 CHF1,841,606
Brig SARL                  5 August 2005                                       investment
                           Reg. No. B 109895
Matterhorn                 Luxembourg                    5 August 2005         Property         CHF22,000                80.46 CHF3,403,394
Vich SARL                  5 August 2005                                       investment
                           Reg. No. B 109897
Matterhorn                 Luxembourg                    5 August 2005         Property         CHF44,000                80.46                   Nil
Properties SARL            5 August 2005                                       investment
                           Reg. No. B 109894
Kalihora Holdings          Cyprus             15 September                     Property          CYP20,000               80.46                   Nil
Limited                    14 July 2005       2005                             investment
                           Reg. No. HE 163072
Redefine Hotel             BVI                           26 July 2010          Property                £1,000          100.00                    Nil
Holdings Limited           24 June 2010                                        investment
                           Reg. No. 1590979
† Unless otherwise specified, all shares are ordinary shares
The amounts owing by subsidiaries are unsecured, bear interest at rates agreed from time-to-time and the terms of repayment have not been determined.




70
                                                                                                               Annexure 3


INFORMATION ON THE DIRECTORS AND MANAGEMENT


1.   FULL NAMES, AGES, NATIONALITIES, BUSINESS ADDRESSES, QUALIFICATIONS, TERMS OF OFFICE
     AND FUNCTIONS
     The directors of Redefine International, Redefine Intl plc and its material subsidiaries, and the directors of RIN Fund
     Managers, RIN Investment Managers (UK), RIN Fund Managers Europe, RIN Hotels, RIN Management and Wichford
     Property Management are set out in the tables below:
     Names, age and
     nationality               Business address      Qualification              Term of office              Function
     Redefine International
     Gavin Robert Tipper       Coronation House      BComm, BAcc (Wits),        No fixed term but           Non-executive
     44                        The Oval              MBA (UCT), CA(SA)          subject to the provisions   chairman#
     South African             1 Oakdale Road                                   of the articles of
                               Newlands, 7700                                   association*
                               Cape Town
                               South Africa
     Michael James             Channel House         MSc, FCIS, TEP             No fixed term but           Non-executive
     Wills Farrow              Green Street                                     subject to the provisions   director#1
     55                        St Helier                                        of the articles of
     British                   Jersey                                           association*
                               JE2 4UH
     Bernard Nackan            28 Chilton Avenue     BAEcon (Wits),             No fixed term but           Non-executive
     66                        Glenhazel, 2192       SEP (Sandford – USA)       subject to the provisions   director#
     South Africa              Johannesburg                                     of the articles of
                               South Africa                                     association*
     Andrew Rowell             2nd Floor             BComm (Hons),              Fixed term of three         Financial
     32                        11 Haymarket          CA(SA)                     years whereafter            director
     South African             London                                           terminable on three
                               SW1Y 4BP                                         calendar months’
                               England                                          written notice
     John Henry Ruddy          Channel House         FCIB, STEP                 No fixed term but           Non-executive
     62                        Green Street                                     subject to the provisions   director#
     British                   St Helier                                        of the articles of
                               Jersey                                           association*
                               JE2 4UH
     Peter McAllister Todd     2nd Floor             BComm/LLB,                 No fixed term but           Non-executive
     50                        11 Haymarket          HDip Tax                   subject to the provisions   director#2
     South African             London                                           of the articles of
                               SW1Y 4BP                                         association*
                               England
     Marc Wainer               Redefine Place        –                          No fixed term but           Non-executive
     61                        2 Arnold Road                                    subject to the provisions   director
     South African             Rosebank, 2196                                   of the articles of
                               Johannesburg                                     association*
                               South Africa




                                                                                                                         71
     Names, age and
     nationality                       Business address             Qualification                     Term of office                      Function
     Redefine International
     (continued)
     Michael John Watters              2nd Floor                    BSc Eng (Civil),                  Fixed term of three                 Chief executive
     50                                11 Haymarket                 MBA                               years whereafter                    officer
     British                           London                                                         terminable on three
                                       SW1Y 4BP                                                       calendar months’
                                       England                                                        written notice
     # Independent
     * At each annual general meeting of the company held in each year, one third of the directors are required to retire from office provided that if at the
       date of any annual general meeting any director has held office for a period of three years since his last election or appointment, he shall be required
       to retire at such meeting. Retiring directors shall be eligible for re-election.

     Names, age and
     nationality                       Business address             Qualification                     Term of office                      Function
     Redefine Intl plc
     Gavin Robert Tipper               Coronation House             BComm, BAcc (Wits),               No fixed term but                   Non-executive
     44                                The Oval                     MBA (UCT), CA(SA)                 subject to the provisions           chairman
     South African                     1 Oakdale Road                                                 of the articles of
                                       Newlands, 7700                                                 association†
                                       South Africa
     Michael James                     Channel House                MSc, FCIS, TEP                    No fixed term but                   Non-executive
     Wills Farrow                      Green Street                                                   subject to the provisions           director1
     55                                St Helier                                                      of the articles of
     British                           Jersey                                                         association†
                                       JE2 4UH
     Andrew Rowell                     2nd Floor                    BComm (Hons),                     No fixed term but                   Non-executive
     32                                11 Haymarket                 CA(SA)                            subject to the provisions           director
     South African                     London                                                         of the articles of
                                       SW1Y 4BP                                                       association†
                                       England
     John Henry Ruddy                  Channel House                FCIB, STEP                        No fixed term but                   Non-executive
     62                                Green Street                                                   subject to the provisions           director
     British                           St Helier                                                      of the articles of
                                       Jersey                                                         association†
                                       JE2 4UH
     Peter McAllister Todd             2nd Floor                    BComm/LLB,                        No fixed term but                   Non-executive
     50                                11 Haymarket                 HDip Tax                          subject to the provisions           director 2
     South African                     London                                                         of the articles of
                                       SW1Y 4BP                                                       association†
                                       England
     Marc Wainer                       Redefine Place               –                                 No fixed term but                   Non-executive
     61                                2 Arnold Road                                                  subject to the provisions           director
     South African                     Rosebank, 2196                                                 of the articles of
                                       South Africa                                                   association†
     Michael John Watters              2nd Floor                    BSc Eng (Civil),                  No fixed term but                   Non-executive
     50                                11 Haymarket                 MBA                               subject to the provisions           director
     British                           London                                                         of the articles of
                                       SW1Y 4BP                                                       association†
                                       England
     †    At every annual general meeting of Redefine Intl plc one third of the directors for the time being shall retire from office by rotation. In addition,
          any director who at the date of the relevant annual general meeting has been in office more than three years since his appointment or last election,
          or who was elected or last elected at the annual general meeting preceding by three years the relevant annual general meeting, shall also retire by
          rotation. The retiring director shall be eligible for re-appointment.
     1.   Michael Farrow is a director of Consortia Partnership Limited (“Consortia”) which has been appointed as company secretary to Redefine Intl plc.
          Michael Farrow, a non-executive director of the company, is a director of Consortia. The amounts charged to administration expenses in respect
          of these services are £28,000 per annum.
     2.   Peter Todd is a director of Osiris International Trustees Limited (“Osiris”) which has been appointed as administrator to a number of
          Redefine Intl plc’s (BVI) subsidiaries. Peter Todd, a non-executive director of the company, is a director of Osiris. The amounts charged to
          administration expenses in respect of these services are approximately US$60,000 per annum.



72
Names, age and
nationality                 Business address                   Qualification                 Function
Material subsidiaries of
Redefine International
Dustyn Molver†              Coastal Building                   TEP, BCompt                   Non-executive
31                          Wickhams Cay II                                                  director
South African               PO Box 2221
                            Road Town, Tortola
                            BVI
† Dustyn is a director of
  the majority of the
  BVI subsidiaries
RIN Fund Managers
Stephen Carlin              2nd Floor, 11 Haymarket            BSc Eng (Elec) Degree         Non-executive
59                          London                                                           director
British                     SW1Y 4BP
                            England
Nicolaas Faure              2nd Floor, 31 – 33 The Triangle    BComm, BCompt                 Executive
31                          Ranelagh                                                         director
South African               Dublin 6
                            The Republic of Ireland
Stewart Shaw Taylor         4th Floor, The Firs                CA(SA), PMD (Harvard)         Non-executive
56                          Cnr Craddock and Bierman Avenues                                 director
South African               Rosebank
                            2196
                            South Africa
Miles Walton                Coastal Building                   FCIS, TEP, IMC                Executive
50                          Wickhams Cay II                                                  director
South African               PO Box 2221
                            Road Town ,Tortola
                            BVI
Michael John Watters        2nd Floor, 11 Haymarket            BSc Eng (Civil) Degree, MBA   Non-executive
50                          London                                                           director
British                     SW1Y 4BP
                            England
RIN Investment
Managers (UK)
Stephen Carlin              2nd Floor, 11 Haymarket            BSc Eng (Elec)                Executive
59                          London                                                           director
British                     SW1Y 4BP
                            England
Andrew Rowell               2nd Floor, 11 Haymarket            BComm (Hons), CA(SA)          Executive
32                          London                                                           director
South African               SW1Y 4BP
                            England
Michael John Watters        2nd Floor, 11 Haymarket            BSc Eng (Civil), MBA          Executive
50                          London                                                           director
British                     SW1Y 4BP
                            England




                                                                                                         73
     Names, age and
     nationality              Business address                  Qualification                 Function
     RIN Fund
     Managers Europe
     Nicolaas Faure           2nd Floor, 31 – 33 The Triangle   BComm, BCompt                 Non-executive
     31                       Ranelagh                                                        director
     South African            Dublin 6
                              The Republic of Ireland
     Michael John Watters     2nd Floor, 11 Haymarket           BSc Eng (Civil), MBA          Non-executive
     50                       London                                                          director
     British                  SW1Y 4BP
                              England
     Peter Edward Katz        7 Shimshon                        BA, LLB, LLM                  Executive
     39                       Beit Shemesh                                                    director
     Israeli                  99644
                              Israel
     RIN Hotels
     Stephen Carlin           2nd Floor, 11 Haymarket           BSc Eng (Elec)                Non-executive
     59                       London                                                          director
     British                  SW1Y 4BP
                              England
     Dustyn Molver            Coastal Building                  TEP, BCompt                   Non-executive
     31                       2nd Floor, Wickhams Cay II                                      director
     South African            PO Box 2221
                              Road Town, Tortola
                              BVI
     Helder Pereira           Quinta Da Penna Longa             N.Dip (Hons) Hotel Keeping,   Executive
     55                       Village Do Alto CS                MDP                           director
     Portuguese               Alcabideche
                              2645-103
                              Portugal
     RIN Management
     Stephen Carlin           2nd Floor, 11 Haymarket           BSc Eng (Elec)                Executive
     59                       London                                                          director
     British                  SW1Y 4BP
                              England
     Nicolaas Faure           2nd Floor, 31 – 33 The Triangle   BComm, BCompt                 Executive
     31                       Ranelagh                                                        director
     South African            Dublin 6
                              The Republic of Ireland
     Nicholas Robert Landor   Channel House                     TEP                           Non-executive
     51                       Green Street                                                    director
     British                  St Helier
                              Jersey
                              JE2 4UH
     Christopher Alec         Channel House                     FCA, FCCA, TEP                Non-executive
     McFadyen                 Green Street                                                    director
     58                       St Helier
     British                  Jersey
                              JE2 4UH




74
Names, age and
nationality               Business address                        Qualification                      Function
RIN Management
(continued)
Andrew Rowell             2nd Floor, 11 Haymarket                 BComm (Hons), CA(SA)               Executive
32                        London                                                                     director
South African             SW1Y 4BP
                          England
Timothy Nicholas          Channel House                           ACA, TEP                           Non-executive
Scott Warren              Green Street                                                               director
55                        St Helier
British                   Jersey
                          JE2 4UH
Stephen Oakenfull§        2nd Floor, 11 Haymarket                 BSC (CM), CFA                      Chief
31                        London                                                                     investment
South African             SW1Y 4BP                                                                   officer
                          England
§ Stephen is not a
  director of
  RIN Management
  International
Wichford Property
Management
Phillip David Cooper      BCM 20 Upper Grosvenor Street           BSc (Hons), MRICS                  Executive
45                        London                                                                     director
British                   W1K 7PB
                          England
Peter William Gingell     2nd Floor, 11 Haymarket                 BA, MBA, FCMA, MCMI                Executive
55                        London                                  MBCS, CITP, MILT                   director
British                   SW1Y 4BP
                          England
Stephen Oakenfull         2nd Floor, 11 Haymarket                 BSC (CM), CFA                      Executive
31                        London                                                                     director
South African             SW1Y 4BP
                          England
Michael John Watters      2nd Floor, 11 Haymarket                 BSc Eng (Civil), MBA               Executive
50                        London                                                                     director
British                   SW1Y 4BP
                          England

Experience and expertise of the directors and managers of Redefine International, Redefine Intl plc and the RIN
management group
Redefine International and Redefine Intl plc:
Gavin Tipper
Mr Tipper is a chartered accountant with BComm and BAcc degrees and a Masters in Business Administration. He has
been involved in the financial services industry for over 20 years. Prior to joining the Coronation Group in 2001, he
was a technical partner at KPMG. Mr Tipper is currently a director of Coronation Investments and Trading Limited.
Mr Tipper holds directorships in a number of listed South African companies.




                                                                                                                  75
     Michael Farrow
     Mr Farrow is a founder director of Consortia Partnership Limited, a Jersey licensed trust company, following seven
     years as an executive director and trustee of a very substantial family trust whose main activity was property investment
     and development in UK, central Europe and California. He currently sits on the boards of both UK listed and private
     property companies and funds. From 1993–1997 he was group company secretary of Cater Allen, Jersey and, prior to
     that a regular army officer. He holds an MSc in Corporate Governance and is a Fellow of the Chartered Institute of
     Secretaries and Administrators.
     Bernard Nackan
     Mr Nackan has been involved in the investment/financial services field for over 40 years, initially as Financial Editor of
     the Rand Daily Mail and, from 1974, as a senior executive and director of the Sage Group. He was Managing Director
     of Sage Unit Trusts and a director of Sage’s financial services and property management subsidiaries in South Africa and
     internationally. Mr Nackan retired from the Sage Group in 2003 and is an independent consultant. He is a member of the
     Collective Investment Schemes Advisory Committee appointed by the Minister of Finance and a non-executive director
     of Redefine.
     John Ruddy
     Mr Ruddy is a Fellow of the Chartered Institute of Bankers, a former John Caulcutt Prize winner and past President of the
     Jersey Centre. He has over 27 years’ experience in the offshore finance industry and was managing director of Bermuda
     Trust (Jersey) Limited between 1984 and 2004.
     Peter Todd
     Mr Todd is a qualified lawyer with a BComm/LLB degree and a higher diploma in taxation. He worked for Arthur
     Andersen in their tax department before establishing TWS Consulting and Osiris International Trustees Limited. The
     main focus of his practice is property related and he has many years of experience in offering advice to major players in
     the property industry.
     Andrew Rowell
     Mr Rowell is a Chartered Accountant with a BComm (Hons) Degree. He spent four years with PricewaterhouseCoopers,
     South Africa, and the USA. Andrew was group accountant for the Mvelaphanda Group, a listed investment company in
     South Africa, prior to joining RIN Management.
     Marc Wainer
     Mr Wainer has 34 years’ experience in the property sector and is regarded by many as one of South Africa’s most talented
     property deal makers. He is currently CEO of Redefine and a director of Hyprop Investments Limited – both listed on
     the JSE.
     Michael Watters
     Mr Watters is a registered professional engineer with a BSc Eng (Civil) Degree and an MBA. He has over 21 years’
     experience in the investment banking and real estate industries. He has held directorships of some of South Africa’s top
     rated listed property funds including Sycom Property Fund and Hyprop Investments Limited as well as the Sapphire
     Retail Fund in the United Kingdom.

     RIN management group:
     Stephen Carlin
     Mr Carlin is a qualified engineer with over 29 years’ experience in the real estate industry. He has been involved in many
     aspects of the industry, including property services, project management and development.
     Nicolaas Faure
     Mr Faure is a director of RIN Fund Managers. He has a BComm and BCompt Degree and completed his articles with
     Kirkman Lanfear in Cape Town between 2003 and 2005.
     Peter Gingell
     Mr Gingell is a Chartered Management Accountant with a BA (Hons) in Economics and Geography and a MBA plus
     professional qualifications in Computing, Logistics and Management, Peter Gingell has over 30 years experience in
     finance and administration. He has been the Chief Operating Officer of Wichford Property Management since 2005. He
     has previously worked for CB Richard Ellis, George Wimpey plc and Blue Circle Industries plc in senior finance roles as
     well as being Finance Director for fund management, manufacturing and telecommunications companies.



76
Peter Katz
Mr Katz is a qualified lawyer with a masters degree in taxation. He has 8 years’ experience in law and taxation having
worked in the property department of one of Australia’s largest law firms as well as being a senior tax manager at Deloitte
and Touche. For the last 5 years Peter has been sourcing property acquisitions and banking finance in Western Europe.
Peter is currently responsible for the asset management of the western European portfolio of properties.
Nicholas Landor
Mr Landor has over 30 years’ experience in fiduciary services. Previously he was Managing Director of one of the largest
trust companies in Jersey, having led that business through several key acquisitions. Prior to that, he was Director and
General Manager for the offshore trust division of a major UK bank.
Christopher McFadyen
Mr McFadyen qualified as a Chartered Accountant at age 22. He founded and ran one of Jersey’s most successful
independent trust companies. Over the course of his career he has dealt with the majority of problems facing trust
businesses. His advice is sought by other professionals in potentially litigious cases. He has also been involved with the
commercial activities of his clients.
Dustyn Molver
Mr Molver is a senior trust accountant with a Bachelor of accounting science degree. He spent 6 years in auditing and
accounting at a firm of chartered accountants in South Africa. He is currently the senior trust accountant for Osiris
International Trustees Limited in the British Virgin Islands. Prior to joining Osiris he was an audit supervisor at Kirkman
Lanfear Inc in Cape Town, South Africa.
Stephen Oakenfull
Mr Oakenfull is a CFA charterholder with a BSc (Hons) Degree in Construction Management. He spent four years working
as a management consultant for Turner & Townsend, an international construction and management consultancy, both
in South Africa and London. Prior to joining RIN Management, Stephen was an analyst for DTZ Corporate Finance
in London where he gained two years experience raising capital for property developments and investments in Europe.
Helder Pereira
Prior to joining RIN Hotels Mr Pereira was the Managing Director of Southern Sun Hotels, a part of Tsogo Sun
Holdings the largest Hotel and Gaming company in the Southern Hemisphere. Mr Pereira has held many positions in the
hospitality industry and is a Fellow of the Institute of Hospitality and was on the Board of the Tourism Council of South
Africa. Until recently he was the Chairman of the International Association of Hospitality Advisors (IAHI) (Europe,
Middle East and Africa) and on the IAHI InterContinental Hotel Group franchisee representative board.
Andrew Rowell
As detailed above, Mr Rowell is the FD of Redefine International.
Stewart Shaw-Taylor
Mr Shaw-Taylor is a Chartered Accountant with 27 years’ experience in Investment Banking and Real Estate. He is
currently the Global Head of Real Estate Investments for the Corporate and Investment Banking Division of the Standard
Bank Group and is responsible for the real estate equity and asset management-related activities undertaken by Corporate
and Investment Banking in South Africa and Internationally.
Miles Walton
Mr Walton is a fellow of the Institute of Chartered Secretaries and Administrators, and also a member of the Society of
Trust Estate Practitioners (TEP). He has worked in the financial services industry for over 20 years in Jersey and the BVI
and was head of Equity Trust’s International Incorporations Division and a director of trust and fiduciary services for
Equity Trust’s BVI, Panama and Bermudan offices since July 2004. His further qualifications include the UK Securities
Institute Investment Management Certificate and a BA degree in International Business with marketing and management.
Timothy Scott Warren
Mr Scott Warren qualified as a Chartered Accountant in 1979 and has since been involved in the financial service
industry. Mr Scott Warren was formerly Managing Director and thereafter Chairman of a respected bank trust company.
Mr Scott Warren’s particular experience is of employee benefit matters and complex trust issues.
Michael Watters
As detailed above, Mr Watters is the CEO of Redefine International.



                                                                                                                        77
2.   DIRECTORS’ INTERESTS IN SECURITIES
     At the 30 September 2009, being the latest year end of Redefine Intl plc, the directors of Redefine International and
     Redefine Intl plc and the directors of the RIN Management group held beneficially, directly and indirectly, the following
     interests in Redefine Intl plc:
     Redefine International and Redefine Intl plc directors
     Directors                                                                Beneficially held
                                                                           Directly      Indirectly                 Total     %
     Gavin Tipper                                                            87,103                  –             87,103   0.18
     Michael Farrow                                                               –                  –                  –      –
     Bernard Nackan                                                               –                  –                  –      –
     Andrew Rowell†                                                               –             16,000             38,222   0.02
     John Ruddy                                                                   –             10,000             10,000   0.01
     Peter Todd                                                                   –            672,391            672,391   0.91
     Marc Wainer                                                                  –                  –                  –      –
     Michael Watters                                                              –          1,163,312          1,163,312   1.57
     Total                                                                  87,103           1,861,703          1,948,806   2.69

     RIN management group directors
     Directors                                                                Beneficially held
                                                                           Directly      Indirectly                 Total     %
     Stephen Carlin                                                                 –        1,398,157          1,398,157   1.89
     Philip Cooper                                                                  –                –                  –      –
     Nicolaas Faure                                                                 –            6,293              6,293      –*
     Peter Gingell                                                                  –                –                  –      –
     Peter Katz                                                                     –                –                  –      –
     Nicholas Landor                                                                –                –                  –      –
     Christopher McFadyen                                                           –                –                  –      –
     Dustyn Molver                                                                  –                –                  –      –
     Stephen Oakenfull                                                              –                –                  –      –
     Helder Pereira                                                                 –                –                  –      –
     Andrew Rowell                                                                  –           16,000             16,000   0.02
     Stewart Shaw–Taylor                                                            –          250,000            250,000   0.34
     Miles Walton                                                                   –                –                  –      –
     Timothy Scott Warren                                                           –                –                  –      –
     Michael Watters                                                                –        1,163,312          1,163,312   1.57
     Total                                                                          –        2,833,762          2,833,762   3.82
     *   Less than 0.01%.
     †   Andrew Rowell was appointed as a director of Redefine Intl plc post the year ended 30 September 2009

     Other than as set out below there have been no other movements in the interests of the directors of Redefine International
     and Redefine Intl plc and the directors of the RIN Management group between 30 September 2009 and the last practicable
     date:
     • Andrew Rowell acquired 22,222 Redefine Intl plc shares pursuant to the placing on 21 December 2009;
     • Nicolaas Faure sold 6,291 Redefine Intl plc shares on 10 July 2010;
     • Gavin Tipper acquired 66,667 Redefine Intl plc shares pursuant to the placing on 21 December 2009; and
     • Gavin Tipper received 4,190 Redefine Intl plc shares pursuant to the final 2009 dividend and interim 2010 dividend.
     None of the directors of Redefine International, Redefine Intl plc or the RIN Management group hold any Redefine
     International linked units at the last practicable date. To the extent that any such directors acquire linked units in
     Redefine International pursuant to the private placement, an announcement will be published on SENS detailing the
     directors’ dealings.




78
     Immediately after the private placement and the listing, the directors of Redefine International and Redefine Intl plc
     and the directors of the RIN Management group will hold beneficially, directly and indirectly, the following interests in
     Redefine Intl plc:
     Redefine International and Redefine Intl plc directors
     Directors                                                    Beneficially held
                                                               Directly      Indirectly               Total              %
     Gavin Tipper                                                91,293           66,667           157,960             0.03
     Michael Farrow                                                   –                –                 –                –
     Bernard Nackan                                                   –                –                 –                –
     Andrew Rowell                                                    –           38,222            38,222                –*
     Michael Farrow                                                   –                –                 –                –
     John Ruddy                                                       –           10,000            10,000                –*
     Peter Todd                                                       –          672,391           672,391             0.14
     Marc Wainer                                                      –                –                 –                –
     Michael Watters                                                  –        1,163,312         1,163,312             0.24
     Total                                                      91,293        1,950,592          2,041,885            0.41

     RIN management group directors
     Directors                                                    Beneficially held
                                                               Directly      Indirectly               Total              %
     Stephen Carlin                                                   –        1,398,157         1,398,157             0.29
     Philip Cooper                                                    –                –                 –                –
     Nicolaas Faure                                                   –                –                 –                –
     Peter Gingell                                                    –                –                 –                –
     Peter Katz                                                       –                –                 –                –
     Nicholas Landor                                                  –                –                 –                –
     Christopher McFadyen                                             –                –                 –                –
     Dustyn Molver                                                    –                –                 –                –
     Stephen Oakenfull                                                –                –                 –                –
     Helder Pereira                                                   –                –                 –                –
     Andrew Rowell                                                    –           38,222            38,222                –*
     Stewart Shaw-Taylor                                              –          250,000           250,000             0.05
     Miles Walton                                                     –                –                 –                –
     Timothy Scott Warren                                             –                –                 –                –
     Michael Watters                                                  –        1,163,312         1,163,312             0.24
     Total                                                            –       2,849,691          2,849,691             0.58
     *   Less than 0.01%.

     It has been assumed that 180,000,000 linked units will be issued in terms of the private placement and that none of
     the directors will be taking up linked units. It has been further assumed that the maximum amount of the proceeds
     raised in terms of the private placement will be used by Redefine International to subscribe for 180,000,000 shares in
     Redefine Intl plc resulting in a total of 478,706,506 Redefine International plc shares in issue.
     Other than the Redefine Intl plc shares which were issued in terms of the placings as detailed in paragraph 8 of the
     prospectus, the Redefine Intl plc shares which were issued pursuant to the Cromwell investment and as set out in this
     paragraph above, there have been no other changes in the directors’ interests between the end of the last financial year,
     being 30 September 2009 and the last practicable date and no director has traded in Redefine Intl plc shares.
     The company secretary does not hold and has not been allotted any Redefine International linked units.

3.   DIRECTORS’ INTERESTS IN TRANSACTIONS
     As a result of the placings which were concluded during December 2009 and January 2010, further details of which are
     set out in paragraph 8 of the prospectus, Redefine increased its holding in Redefine Intl plc.
     Except for Marc Wainer’s holding of Redefine linked units (currently at 0.7%), the directors of the company had no other
     material beneficial interest in transactions entered into by the company:
     • during the current or the immediately preceding financial year; or
     • since incorporation which remain in any respect outstanding or unperformed.



                                                                                                                           79
4.   DIRECTORS’ INTERESTS IN PROPERTY ACQUIRED OR TO BE ACQUIRED
     No director of Redefine International or the RIN management group has had any material beneficial interest, direct or
     indirect, in the promotion of the company or in any property acquired or proposed to be acquired by the company during
     the three years preceding the date of this prospectus and no amount has been paid during this period, or is proposed to
     be paid to any director.

5.   PROMOTERS’ INTERESTS
     No amount of cash or securities have been paid or any benefit given since incorporation or is proposed to be paid or given
     to any promoter, not being a director.
     The company has not transacted with or paid nor has it proposed to pay any promoter or any partnership, syndicate or
     other association of which a promoter would benefit as a member, in the three years preceding the date of this prospectus.
     Other than in respect of the directors and managers of the RIN management group whose interests in Redefine Intl plc
     shares are disclosed in paragraph 2 of this annexure, there are no other promoters which have had any material beneficial
     interest, direct or indirect, in the promotion of the company or in any property acquired or proposed to be acquired by
     the company out of the proceeds of the private placement or otherwise in the three years preceding the date of issue of
     this prospectus and no amount has been paid during this period, or is proposed to be paid to any other promoters.

6.   DIRECTORS’ DECLARATIONS
     Save as disclosed in respect of Mr Farrow, Mr Todd and Mr Watters below, the following signed declarations have been
     made by each director as required in terms of Schedule 21 of the JSE Listings Requirements:
     • there have been no bankruptcies, sequestrations, insolvencies or individual involuntary compromise arrangements in
        any jurisdictions to which any of the directors has been subject or receiverships of any asset(s) of any of the directors;
     • the directors have not acted as a director of any company with an executive function at the time or within the
        12 months preceding any of the following events taking place: receiverships, compulsory liquidations, creditors
        voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangement with its
        creditors generally or any class of creditors;
     • the directors have not been partners of any partnership at the time of or within 12 months of any of the following
        events taking place: compulsory liquidations, administrations or partnership voluntary arrangements or receiverships;
     • the directors have not been the subject of public criticisms by statutory or regulatory authorities (including recognised
        professional bodies) and have not been disqualified by a court from acting as directors of a company or from acting in
        the management or conduct of the affairs of any company;
     • there have been no offences involving dishonesty, fraud or embezzlement;
     • the directors have not at any time been a party to a scheme of arrangement or made any other form of compromise
        with creditors;
     • the directors have not been found guilty in disciplinary proceedings, by an employer or regulatory body, due to
        dishonest activities;
     • the directors have not been barred from entry into any professional or occupation; and
     • the directors have not at the time, nor has a company, of which the directors were directors or alternative directors or
        offices, been convicted of an offence in any jurisdiction of any criminal offence, or any offence under legislation to the
        South African Companies Act.
     Mr Farrow was a director of the following company which entered administration: Freedom Interactive Limited.
     Mr Todd was a director of the following companies which entered administration: Friars Walk Newport Limited and
     Trinity Walk Wakefield Limited.
     Mr Watters was a director of the following companies which entered administration: Friars Walk Newport Limited,
     Trinity Walk Wakefield Limited and Modus Corovest Blackpool Limited.

7.   DIRECTORS’ EMOLUMENTS
     As at 28 February 2010 each of the directors of the Redefine Intl plc receives an annual directors’ fee of £20,000.
     Neither Mr Watters nor Mr Rowell receive any additional fee, salary, bonus, expense allowance, material benefit,
     commission, gain or profit share from Redefine International nor does Redefine International make any contributions
     to funds on their behalf. The directors are remunerated by RIN Fund Managers out of the fee which it receives from the
     group pursuant to the terms of the investment management agreement.



80
     The investment manager has a discretion to award a portion of the performance fee which it receives to the executive
     directors of the company.
     No linked units or any other right has been given to any of the directors which has had the same or similar effect in respect
     of providing a right to subscribe for linked units.
     No linked units have been issued and allotted in terms of a share purchase or share option scheme for any of the directors.
     The service agreements of the directors contain terms and conditions that are standard for these types of agreements.
     Further details of the terms and conditions of the directors’ employment are set out in Annexure 26.
     No amount has been paid or is payable to any third party in lieu of directors’ fees.
     There will be no variation in the remuneration receivable by any of the directors as a consequence of the listing.
     No loans have been made by Redefine International to any of its directors or managers and the company has not
     furnished any security on behalf of any of its directors or managers.
     No amount has been paid or agreed to be paid to any director of the company or to any company in which he is
     beneficially interested, in cash or securities or otherwise, to induce him to become or to qualify him as a director.
     Other than as disclosed in paragraph 3 of this annexure, no director or promoter has had any material beneficial interest,
     direct or indirect, in Redefine International or in any material acquisition of the company and no amount has been paid
     in the three years preceding the date of this prospectus, or is proposed to be paid to any promoter.

8.   DIRECTORS’ OTHER DIRECTORSHIPS AND PARTNERSHIPS
     The table below lists the companies and partnerships of which each director of Redefine International is currently a
     director or partner as well as the companies and partnerships of which each director of Redefine International was a
     director or partner over the five years preceding this prospectus.
     Director              Current directorships/partnerships                    Past directorships/partnerships
     Gavin Tipper          Accelerate Cape Town                                  Comparex Holdings Limited
                           AVI Limited                                           Finsource Group Holdings
                           Corocapital Limited                                   (Proprietary) Limited
                           Corohedge Capital (Proprietary) Limited               Finsource Group Holdings International
                           Coronation Capital Limited                            Limited
                           Coronation Equities Limited                           Ikamva Capital Trust
                           Coronation Investments & Trading Limited              Off The Shelf Investments Thirty Eight
                           Corovest Offshore Limited                             (Proprietary) Limited
                           Corovest Property Group Holdings                      Redefine International Management Limited
                           (Proprietary) Limited                                 (Ireland)
                           Corovest Property Group Limited
                           Corovest Investment (Proprietary) Limited
                           ERJF One (Proprietary) Limited
                           Interwaste Holdings Limited
                           Natrust (Proprietary) Limited
                           Redefine International plc
     Michael Farrow        Broadsheet Investments Limited                        0800 freedom.com plc
                           Broadsheet Properties Limited                         Acton Maritime Limited
                           Burchill Limited                                      Allix Discount BV
                           Camco International Limited                           Argente Limited
                           Canvey Properties Limited                             Aufer Limited
                           Carrousel Capital (CI) Limited                        Bronzage Limited
                           Circle Property (Warrington) Limited                  Carlton Management Services Limited
                           Consortia Trustees Limited                            Clarsu Investments Limited
                           Dunmead Limited                                       Dassie Property Investments Limited
                           Estero Holdings Inc                                   Evolution Systems Limited
                           Gillminster Investments Limited                       Freedom Interactive Limited
                           Global Wealth Management Trust Co                     General Practice Group (Jersey) Limited
                           (Jersey) Limited                                      General Practice Properties No 1 Limited
                           GWM Secretaries Limited                               General Practice Property Services Limited
                           Lausanne Holdings Limited                             George Blampied Limited
                           MacDonold Hotels Limited                              Gers Realty Limited



                                                                                                                               81
     Director         Current directorships/partnerships            Past directorships/partnerships
     Michael Farrow   Maplewood Financial Corporation Inc           Grainton Holdings Limited
     (continued)      Sadis Limited                                 Lady K Limited
                      Redefine International plc                    Liberty Telecom Limited
                      Special Holdings Limited                      Mallprop Holdings Limited
                      Termco Computer Holdings Limited              Orviss Limited
                      Termco Computer Leasing (Sales) Limited       Petersdale Limited
                      Wedgeport Properties Limited                  Pulsar Holdings Limited
                                                                    Pulsar Technology Group Limited
                                                                    Sandhill Holdings Limited
                                                                    Somersdale Limited
                                                                    Somerston Consultancy Limited
                                                                    Somerston Group International
                                                                    Holdings Limited
                                                                    Somerston Holdings Limited
                                                                    Somerston Hotels Holdings Limited
                                                                    Somerston Investment (BVI) Limited
                                                                    Somerston Luxembourg S.A.
                                                                    Somerston Olympia Holdings BV
                                                                    (Tristannifer Holdings BV)
                                                                    Somerston Technology Group Limited
                                                                    Somerston Tele-Hotels Limited
                                                                    Sorrento Investments Limited
                                                                    Stannifer Corovest Jersey Limited
                                                                    Stornoway Limited
                                                                    Swapplan Limited
                                                                    Swapplan No 2 Limited
                                                                    The Mall Retail Properties Limited
                                                                    The Minute Factory (IOM) Limited
                                                                    Tristannifer Development BV
                                                                    Wayseach.com Limited
     Bernard Nackan   Redefine Properties Limited                   Madison Property Fund Managers
                                                                    Holdings Limited
                                                                    Madison Property Fund Managers Limited
                                                                    Redefine Properties (Proprietary) Limited
     Andrew Rowell    Redefine International Management Limited     Rivonia Contracting Limited
                      Redefine Investment Managers (UK) Limited
                      Redefine Spectrum Retail Management Limited
                      Pearl House Residents Association Limited
                      Princes Street Investments Limited
                      Redefine Hotel Management Limited
                      Redefine International plc
                      Regeneration Capital Limited
                      Seaham Limited
     John Ruddy       Farari (PTC) Limited                          Bermuda Trust (Jersey) Limited
                      Freshlockarm Limited                          Devon Holdings Limited
                      Jasmine Holdings Limited                      Esso (Overseas) Pension Trust Limited
                      Maxima Alpha Strategy Funds Limited           Maxima Alpha Balmoral Limited
                      Redefine International plc
                      Spindrift Limited
     Peter Todd       123 Aircraft Leasing Limited                  Banstead Property Holdings Limited
                      123 Aviation Limited                          Ciref Reigate Limited
                      Associated Holdings Network Limited           Corovest Fund Managers Limited
                      Basfour 767 (Proprietary) Limited             Modlin UK Limited
                      Business Warriors UK Limited                  Tritan Investments Limited
                      Double A Fund Limited.                        Trito Gibson Limited



82
Director          Current directorships/partnerships                  Past directorships/partnerships
Peter Todd        Gama Metals Limited                                 Trito Investments Fund Limited
(continued)       Greenwich Limited                                   Trito Kwik-Fit Limited
                  Hostprops 181 (Proprietary) Limited                 Trito Newport Limited
                  Labotec Africa Limited                              Trito Petersfield Limited
                  Modus Corovest Limited
                  Modus Corovest Newport Limited
                  North South Mews Limited
                  North South Opportunity Fund Limited
                  Osiris Insurance Management Limited
                  Osiris International Trustees Limited
                  Osiris Management Services Limited
                  Pearl House Swansea Limited
                  Really Useful Business Consulting CC
                  Redefine International plc
                  Revcorp Limited
                  Rock Holdings Limited
                  Selene Reinsurance Company Limited
                  Starlite Aviation Limited
                  Starlite International Limited
                  The Rock Finance Co Limited
                  Townsend International Limited
Marc Wainer       ApexHi Properties Limited                           101 Market Street (Proprietary) Limited
                  Barringer Investment Holdings                       18E Goldman Street (Proprietary) Limited
                  (Proprietary) Limited                               Aqueous Share Block (Proprietary) Limited
                  Cromwell Corporation Limited                        Besterbrown (Proprietary) Limited
                  Drawood First Investments (Proprietary) Limited     Fluxnet Investments No 53
                  Drawood Second Investments                          (Proprietary) Limited
                  (Proprietary) Limited                               Forty Four Richard Street
                  Ellwain Investments (Proprietary) Limited           (Proprietary) Limited
                  Hyprop Investments Limited                          Interthird Properties (Proprietary) Limited
                  Insite Properties (Proprietary) Limited             Medical Development Corporation
                  Lason Trading 12 (Proprietary) Limited              (Proprietary) Limited
                  Madison Property Fund Managers                      Prima Property Trust Managers Limited
                  Holdings Limited                                    Property Fund Managers Limited
                  Madison Property Fund Managers Limited              Sammy Investments (Proprietary) Limited
                  Marc Wainer & Ass (Proprietary) Limited             The Don Group (Proprietary) Limited
                  Redefine International plc                          Well Founded Investments
                  Redefine International Hotels Limited               (Proprietary) Limited
                  Redefine International Fund Managers Limited
                  Redefine Properties Limited
Michael Watters   Byron Place Seaham Limited                          Adorn Developments (Proprietary) Limited
                  Ciref Kwik-Fit Stafford Limited                     Coronation Capital Limited (Ireland)
                  Ciref Kwik-Fit Stockport Limited                    Corovest Mezzanine Capital Limited
                  Redefine Intl Plc                                   Corovest Property Group Limited
                  Redefine Investment Managers (UK) Limited           Corovest Property Investment Fund
                  Redefine International Fund Managers Limited        Corovest Property Offshore Holdings Limited
                  Corovest Offshore Limited                           Corovest-NIB Property Asset Managers
                  Delamere Place Crewe Limited                        (Proprietary) Limited
                  Katherine Street Properties (Proprietary) Limited   Friars Walk Newport Limited
                  Pearl House Swansea Limited                         GHB Developments (Proprietary) Limited
                  Real Estate Securities Limited                      Hyprop Investments Limited
                  Redefine Fund Managers Europe Limited               Katherine Street Properties
                  Regeneration Capital Limited                        (Proprietary) Limited
                  West Orchards Coventry Limited                      Kirchmann-Hurry Properties Limited
                  Wichford Property Management Limited                Le Forum Security Limited
                                                                      Milequay Limited



                                                                                                                    83
     Director          Current directorships/partnerships   Past directorships/partnerships
     Michael Watters                                        Modus Corovest Blackpool Limited
     (continued)                                            P7 Investments (Proprietary) Limited
                                                            Pegasus III Holdings (Proprietary) Limited
                                                            Pegasus III Oil Development Company
                                                            (Proprietary) Limited
                                                            Pegasus III Properties (Proprietary) Limited
                                                            Pegasus III Trading (Proprietary) Limited
                                                            PIII Investments
                                                            Portion 4 Erf 204 Bruma
                                                            (Proprietary) Limited
                                                            Redefine International Management Limited
                                                            (Ireland)
                                                            Sancon Investments (Proprietary) Limited
                                                            Sapphire Retail Fund Limited
                                                            Stannifer Corovest Fund Management
                                                            Limited
                                                            Stannifer Corovest Jersey Limited
                                                            Sycom Property Fund Managers Limited
                                                            Tritam Investments Limited
                                                            Trito Investments Fund Limited
                                                            Wharfside Regeneration (Banbury) Limited
                                                            Wharfside Regeneration Limited
                                                            Winnock Investments (Proprietary) Limited




84
                                                                                                                                                                                                    Annexure 4


     DETAILS OF THE PROPERTY PORTFOLIO


                                                                                                                                                                                                      Difference
                                                                                                                                                                                                        between
                           Property                                                                                                                                                     Property       valuation
                           description                                                                       Approxi-   Average                                                        valuation        amount
         Property name     (registered                                                                           mate rental per                Vacancy    Effective                        as at            and
         (property owing   legal                                                     Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February     acquisition
     No. company)1         description)   Physical address       Region   Sector     Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost         2010             cost
                                                                                                                (years)               (sq ft)       area)                                                     (£)3

      1.   Gibson Property AYR15352       7 Quarry Road          UK       Commercial Freehold    N/A              20       £4.92      4,474         0%     31-Jan-05     £326,645      £350,000         £23,355
           Holdings Limited               KA12 0TE
                                          Scotland

      2.   Gibson Property MID64795       7 Chesser Avenue       UK       Commercial Freehold    N/A              30       £7.33      5,586         0%     31-Jan-05     £625,201      £650,000         £24,799
           Holdings Limited               EH14 1TB
                                          Scotland

      3.   Gibson Property REN2041        Units 1 & 2            UK       Commercial Freehold    N/A              30       £4.60     13,468         0%     31-Jan-05     £863,563      £950,000         £86,437
           Holdings Limited               70 – 90
                                          Dalrymple Street
                                          PA15 1HU
                                          Scotland

      4.   Gibson Property PTH22687       27 – 31 Canal Street   UK       Commercial Freehold    N/A              50       £5.04      5,952         0%     31-Jan-05     £444,623      £440,000         (£4,623)
           Holdings Limited               PH2 8LF, Scotland

      5.   Gibson Property LAN1550        50 Union Street        UK       Commercial Freehold    N/A              20       £7.32      6,766         0%     31-Jan-05     £756,822      £750,000         (£6,822)
           Holdings Limited               ML3 9AA, Scotland

      6.   Gibson Property PTH22685       65 – 67 Main Street    UK       Commercial Freehold    N/A              50       £7.29      5,076         0%     31-Jan-05     £544,944      £550,000          £5,056
           Holdings Limited               Bridgend, PH2 7HD
                                          Scotland

      7.   Gibson Property HP266279       151 Forton Road        UK       Commercial Freehold    N/A              40       £6.13      4,953         0%     31-Jan-05     £463,844      £485,000         £21,156
           Holdings Limited               PO12 3HB, England

      8.   Gibson Property LAN16546       1 Telford Road         UK       Commercial Freehold    N/A              20       £5.25      4,977         0%     31-Jan-05     £398,876      £415,000         £16,124
           Holdings Limited               G75 0JD, Scotland

      9.   Gibson Property GLA96810       2196 Paisley Road West
           Holdings Limited               Cardonald, G52 3SJ
                                          England                UK       Commercial Freehold    N/A              30       £5.81      5,250         0%     31-Jan-05     £410,925      £475,000         £64,075

     10.   Gibson Property WM689140       Bearwood Road          UK       Commercial Freehold    N/A              10       £6.45      4,338         0%     31-Jan-05     £411,236      £445,000         £33,764
           Holdings Limited               B66 4DP, England

     11.   Gibson Property STG44847       Bo’Ness Road           UK       Commercial Freehold    N/A              50       £5.38      4,777         0%     31-Jan-05     £372,392      £385,000         £12,608
           Holdings Limited               K3 9BJ, England




85
86
                                                                                                                                                                                                       Difference
                                                                                                                                                                                                         between
                            Property                                                                                                                                                      Property      valuation
                            description                                                                        Approxi-   Average                                                        valuation       amount
         Property name      (registered                                                                            mate rental per                Vacancy    Effective                        as at           and
         (property owing    legal                                                      Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February    acquisition
     No. company)1          description)   Physical address        Region   Sector     Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost         2010            cost
                                                                                                                  (years)               (sq ft)       area)                                                    (£)3

     12.   Gibson Property CL128878        244 Henver Road         UK       Commercial Freehold    N/A              30       £6.91      4,486         0%     31-Jan-05     £414,125      £475,000        £60,875
           Holdings Limited                TR7 3EH, England

     13.   Gibson Property LL51573         Swan Street             UK       Commercial Freehold    N/A              30       £6.62      3,778         0%     31-Jan-05     £308,186      £385,000        £76,814
           Holdings Limited                PE11 1BT, England

     14.   Gibson Property ABN74391        123 Causewayend         UK       Commercial Freehold    N/A              50       £5.55      5,770         0%     31-Jan-05     £383,628      £475,000        £91,372
           Holdings Limited                AB25 3TB, Scotland

     15.   Gibson Property INV8919         40 Milburn Road         UK       Commercial Freehold    N/A              20       £5.68      4,562         0%     31-Jan-05     £382,022      £375,000         £7,022
           Holdings Limited                IV2 3TR, Scotland

     16.   Gibson Property | FFE69775      11 – 43 Hospital Hill   UK       Commercial Freehold    N/A              20       £7.54      3 378         0%     31-Jan-05     £389,246      £390,000           £754
           Holdings Limited                KY11 3AT, Scotland

     17.   Gibson Property MOR2394         East Road, IV30 1XU     UK       Commercial Freehold    N/A              30       £6.03      5,589         0%     31-Jan-05     £467,095      £500,000        £32,905
           Holdings Limited                Scotland

     18.   Gibson Property K249268         Watling street          UK       Commercial Freehold    N/A              50       £8.06      8,992         0%     31-Jan-05   £1,066,613     £1,140,000       £73,387
           Holdings Limited                ME7 2YS, England

     19.   Gibson Property WLN33334        Carmondean Centre       UK       Commercial Freehold    N/A              20       £6.35      7,137         0%     31-Jan-05     £692,616      £700,000         £7,384
           Holdings Limited                EH54 8PT, Scotland

     20.   Gibson Property STG49065        Callander Road          UK       Commercial Freehold    N/A              50       £5.78      5,623         0%     31-Jan-05     £437,400      £500,000        £62,600
           Holdings Limited                K1 1XS, Scotland

     21.   Gibson Property GLA14190        94 Baillieston Road     UK       Commercial Freehold    N/A              30       £6.39      4,709         0%     31-Jan-05     £459,872      £475,000        £15,128
           Holdings Limited                Mount Vernon
                                           G32 0TH, Scotland

     22.   Gibson Property YEA35286        47 – 53 Hull Road       UK       Commercial Freehold    N/A              10       £4.84      4,621         0%     31-Jan-05     £331,461      £350,000        £18,539
           Holdings Limited                HU10 6SP, England

     23.   Gibson Property LA582770        Metropolitan Drive      UK       Commercial Freehold    N/A              20       £9.05      8,457         0%    01-Nov-05    £1,300,000     £1,250,000      (£50,000)
           Holdings Limited                FU3 9JO, England

     24.   Gibson Property DN114088        Richmond Walk           UK       Commercial Freehold    N/A              50       £6.89      3,899         0%    01-Nov-05      £400,000      £350,000       (£50,000)
           Holdings Limited                Devonport, PL1 4LL
                                           England

     25.   Gibson Property GM338678        180 Washway Road        UK       Commercial Freehold    N/A              50       £6.45      2,877         0%    01-Nov-05      £300,000      £300,000           £Nil
           Holdings Limited                Sale, Trafford
                                           M33 6RH, England

     26.   Ciref Kwik-fit    GM916959/60 179 Heaton Lane           UK       Commercial Freehold    N/A              50       £5.94     10,446         0%     30-Sep-06   £2,356,250      £925,000* (£1,431,250)
           Stockport Limited             SK4 1AR, England
                                                                                                                                                                                                         Difference
                                                                                                                                                                                                           between
                              Property                                                                                                                                                      Property      valuation
                              description                                                                       Approxi-   Average                                                         valuation       amount
         Property name        (registered                                                                           mate rental per                Vacancy    Effective                         as at           and
         (property owing      legal                                                     Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition    28 February    acquisition
     No. company)1            description)   Physical address    Region   Sector        Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost          2010            cost
                                                                                                                   (years)               (sq ft)       area)                                                     (£)3

     27.   Ciref Kwik-fit     SF321723       Lichfield Road      UK       Commercial Freehold       N/A              50       £7.77      8,791         0%     30-Sep-06    £3,393,000    £1,000,000*    (£2,393,400)
           Stafford Limited                  ST17 4JZ, England

     28.   Ciref Kwik-fit     SF321723       Lichfield Road      UK       Commercial Freehold       N/A              50      £24.10      1,328         0%     30-Sep-06     £580,000       £400,000*     (£180,000)
           Stafford Limited                  ST17 4JZ, England

                                                                                                                                                                          £26,500,0005   £23,930,000    (£2,570,000)5

     29.   Princes Street     ND63058        Morpeth Road        UK       Petrol Filling Freehold   N/A              21       £3.61     24,394         0%    30-Apr-07                    £1,440,000
           Investments                       Ashington                    Station
           Limited                           Northumberland
                                             NE63 8PX

     30.   Princes Street     HS299733       A 18/M180           UK       Petrol Filling Freehold   N/A              18       £2.82     35,477         0%    30-Apr-07                    £1640,000
           Investments                       Interchange                  Station
           Limited                           Barnetby
                                             Lincolnshire
                                             DN20 0PA, England

     31.   Princes Street     NYK117795      A64 Eastbound       UK       Petrol Filling Freehold   N/A              12       £1.68     35,719         0%    30-Apr-07                     £935,000
           Investments                       Tadcaster,                   Station
           Limited                           North Yorkshire
                                             LS24 8EG, England

     32.   Princes Street     SYK285564      Penistone Road      UK       Petrol Filling Freehold   N/A              18       £2.76     23,522         0%    30-Apr-07                    £1,020,000
           Investments                       Sheffield                    Station
           Limited                           South Yorkshire
                                             S30 4JB, England

     33.   Princes Street     ON232320       A40, Eynsham        UK       Petrol Filling Freehold   N/A              27       £2.75     26,572         0%    30-Apr-07                    £1,140,000
           Investments                       Oxfordshire                  Station
           Limited                           OX8 1EN, England

     34.   Princes Street     TY238411       Sunderland Road     UK       Petrol Filling Freehold   N/A              22       £7.14      9,104         0%    30-Apr-07                    £1,020,000
           Investments                       Gateshead                    Station
           Limited                           Tyne & Wear
                                             NE10 8HE, England

     35.   Princes Street     NGL13989       49 Hounslow Road    UK       Petrol Filling Freehold   N/A              17       £3.24     17,903         0%    30-Apr-07                     £950,000
           Investments                       Hanworth                     Station
           Limited                           Middlesex
                                             TW13 6QA, England

     36.   Princes Street     NYK97431       Lawrence Street     UK       Petrol Filling Freehold   N/A              22       £7.22     13,024         0%    30-Apr-07                     £655,000
           Investments                       York, North                  Station
           Limited                           Yorkshire
                                             Y01 3EB, England




87
88
                                                                                                                                                                                                           Difference
                                                                                                                                                                                                             between
                            Property                                                                                                                                                          Property      valuation
                            description                                                                            Approxi-   Average                                                        valuation       amount
         Property name      (registered                                                                                mate rental per                Vacancy    Effective                        as at           and
         (property owing    legal                                                         Freehold/    Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February    acquisition
     No. company)1          description)   Physical address        Region   Sector        Leasehold    leasehold   buildings      foot       area     rentable acquisition          cost         2010            cost
                                                                                                                      (years)               (sq ft)       area)                                                    (£)3
     37.   Princes Street   WM577887       Ickneild Street         UK       Petrol Filling Freehold    N/A              17       £3.14     25,483         0%    30-Apr-07                   £1,310,000
           Investments                     Birmingham                       Station
           Limited                         West Midlands
                                           B18 5AU, England

     38.   Princes Street   WR65541        Malvern Road            UK       Petrol Filling Freehold    N/A              34       £4.98     15,464         0%    30-Apr-07                   £1,260,000
           Investments                     Lower Wick                       Station
           Limited                         Worcestershire
                                           WR2 4NR, England

     39.   Princes Street   YWE27813       272 Meanwood Road       UK       Petrol Filling Leasehold   44 years         17       £5.44     12,371         0%    30-Apr-07                    £450,000
           Investments                     Leeds, West Yorkshire            Station
           Limited                         LS7 2JD, England

     40.   Princes Street   WYK214572/     Keighley Road           UK       Petrol Filling Freehold    N/A              18       £3.91     19,166         0%    30-Apr-07                   £1,090,000
           Investments      WYK9886        Bingley                          Station
           Limited                         West Yorkshire
                                           BD16 2RD, England

     41.   Princes Street   DN165618/      147 Torquay Road        UK       Petrol Filling Freehold    N/A              25       £3.34     17,947         0%    30-Apr-07                    £980,000
           Investments      DN257682       Paignton, Devon                  Station
           Limited                         TQ3 2AG, England

     42.   Princes Street   BM107576       London Road             UK       Petrol Filling Freehold    N/A              47       £5.72     13,634         0%    30-Apr-07                   £1,310,000
           Investments                     Beaconsfield                     Station
           Limited                         Buckinghamshire
                                           HP9 1XA, England

     43.   Princes Street   CE142877       Yarm Road, Stockton     UK       Petrol Filling Freehold    N/A              23       £1.79     41,818         0%    30-Apr-07                   £1,090,000
           Investments                     on Tees, Cleveland               Station
           Limited                         TS18 3RW, England

     44.   Princes Street   DU250112       Nevilles Cross Bank     UK       Petrol Filling Freehold    N/A              26       £5.08     19,210         0%    30-Apr-07                   £1,410,000
           Investments                     Stonebridge                      Station
           Limited                         County Durham
                                           DH1 3RY, England

     45.   Princes Street   CL30258/       Carkeel Roundabout      UK       Petrol Filling Freehold    N/A              22       £2.02     39,552         0%    30-Apr-07                   £1,310,000
           Investments      CL632          Saltash, Cornwall                Station
           Limited                         PL12 6PA, England

     46.   Princes Street   DN367154       Telegraph Hill          UK       Petrol Filling Freehold    N/A              23       £0.63   102,409          0%    30-Apr-07                   £1,015,000
           Investments                     Exeter, Devon                    Station
           Limited                         EX6 7XX, England
                                                                                                                                                                                                               Difference
                                                                                                                                                                                                                 between
                               Property                                                                                                                                                           Property      valuation
                               description                                                                             Approxi-   Average                                                        valuation       amount
         Property name         (registered                                                                                 mate rental per                Vacancy    Effective                        as at           and
         (property owing       legal                                                           Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February    acquisition
     No. company)1             description)   Physical address          Region   Sector        Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost         2010            cost
                                                                                                                          (years)               (sq ft)       area)                                                    (£)3

     47.   Princes Street      NYK131854      Thirsk By-Pass            UK       Petrol Filling Freehold   N/A              21       £1.42     56,431         0%    30-Apr-07                   £1,260,000
           Investments                        Thirsk                             Station
           Limited                            North Yorkshire
                                              Y07 3HL, England

     48.   Princes Street      SK225224       Fornham Road              UK       Petrol Filling Freehold   N/A              40       £4.47     14,099         0%    30-Apr-07                    £990,000
           Investments                        Bury St Edmonds                    Station
           Limited                            Suffolk IP32 6AX
                                              England

     49.   Princes Street      DU13421        Durham Road               UK       Petrol Filling Freehold   N/A              41       £2.29     21,824         0%    30-Apr-07                    £720,000
           Investments                        Birtley                            Station
           Limited                            County Durham
                                              DH3 2BE, England

     50.   Princes Street      WK399038       Warwick Road              UK       Petrol Filling Freehold   N/A              41       £5.18     11,587         0%    30-Apr-07                    £935,000
           Investments                        Kenilworth                         Station
           Limited                            Warwickshire
                                              CV8 1FB, England

     51.   Ciref Reigate       SY530833       7 – 11 High Street        UK       Retail        Freehold    N/A              70      £12.30     17,975         0%    31-Dec-05    £3,725,000     £2,650,000    (£1,075,000)
           Limited                            Reigate, RH2 9AA
                                              England

     52.   Banstead            SY710730       98 – 100 High Street      UK       Retail        Freehold    N/A              40      £17.05      4,307         0%    08-Nov-04    £1,500,000     £1,150,000     (£350,000)
           Property                           Banstead, SM7 2NN
           Holdings                           England
           Limited

     53.   Pearl House         WA795811       33 – 47 Princess Way      UK       Retail &      Leasehold   196 Years          2     £12.46      9,373        28%     21-Jul-09   £2,220,000    £1,975,000*     (£245,000)
                                              Swansea, SA1 5HF                   Residential
                                              Wales

     54.   Trito Petersfield   HP543587       15 – 17 The Square    UK           Residential   Leasehold   247 years          3     £13.35      1,940         0%    28-Nov-08      £905,615      £610,000      (£295,615)
                                              Petersfield, GU32 3HP
                                              England

     55.   Ciref Streatham     TGL34317       Streatham Hill            UK       Retail &      Freehold    N/A              20      £19.61      8,368         0%     23-Feb-07   £5,976,665     £2,400,000    (£3,576,665)
           Limited                            Streatham, London                  Residential
                                              SW2, England

     56.   Newington House TGL2455663         239 – 251 Southwark       UK       Offices       Leasehold   118 years        50      £19.96     43,080         0%     29-Sep-05   £8,100,000    £10,150,000    £2,050,000
           Limited                            Bridge Road & 93,
                                              95, 97 Lancaster Street
                                              London ,England




89
90
                                                                                                                                                                                                             Difference
                                                                                                                                                                                                               between
                             Property                                                                                                                                                           Property      valuation
                             description                                                                             Approxi-   Average                                                        valuation       amount
         Property name       (registered                                                                                 mate rental per                Vacancy    Effective                        as at           and
         (property owing     legal                                                           Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February    acquisition
     No. company)1           description)   Physical address         Region        Sector    Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost         2010            cost
                                                                                                                        (years)               (sq ft)       area)                                                    (£)3

     57.   Matterhorn Brig   66/127058 &    3900 Brig                Switzerland   Retail    Leasehold   44 years         10      £14.89     53,282         0%     12-Sep-05         CHF            CHF          CHF
           SARL               66/127067     Industriestrasse 3                                                                                                                   8,810,015      9,325,000      514,985

     58.   Matterhorn        66/127085      1267 Vich                Swizterland   Retail    Freehold    N/A              14 CHF24.95        43,250         0%     12-Sep-05         CHF            CHF          CHF
           Vich SARL                        ch. De la Bichette 429                                                                                                              16,000,014    17, 911,000    1,910,986
                                            Centre commercial

     59.   Churchill         WSX101286      Vanguard House           UK            Offices   Freehold    N/A              22      £18.08   105,629          0%    01-Apr-08    £25,000,000   £20,700,000*   (£4,300,000)
           Court Limited                    Valiant House and
                                            Victory House
                                            Churchill Court
                                            Manor Royal
                                            Crawley, West Sussex
                                            England

     60.   26 The Esplanade 69206091/       26 The Esplanade         Jersey        Offices   Freehold    N/A              10      £27.47     59,352         0%    23-Nov-07    £27,147,075   £23,700,000*   £3,447,075
           No 1 Limited     2/3/4           St Helier, Jersey

                                                                                                                                                                               e1,868,0806    a2,055,000      £186,9206

     61.   Ciref Berlin 1    355/2007R/     144776 Brandenburg       Germany       Retail    Freehold    N/A                3     a 7.81      9,322         0%    29-Nov-07                     a949,000
           Limited           8155           Potsdamerstr 23

     62.   Ciref Berlin 1    355/2007R/     24536 Neumunster         Germany       Retail    Freehold    N/A              19       a9.39     10,732         0%    29-Nov-07                   a1,106,000
           Limited           16.757 A       Kielerstr 385

                                                                                                                                                                               e7,054,6327    a6,852,000     (£202,632)7

     63.   Ciref Berlin 1    355/2007R/     52457 Aldenhoven         Germany       Retail    Freehold    N/A              16      a 8.96      6,566         0%     21-Sep-07                    a645,000
           Limited           306A           Blumenstr. 3

     64.   Ciref Berlin      355/2007R/     63741 Aschaffenburg      Germany       Retail    Freehold    N/A              13      a 9.34     10,538         0%     21-Sep-07                  a1,291,000
           1 Limited         13249          Langestr 50

     65.   Ciref Berlin 1    355/2007R/     27751 Delmenhorst        Germany       Retail    Freehold    N/A              13      a 6.81      8,988         0%     21-Sep-07                    a809,000
           Limited           30925          Bremerstr 302

     66.   Ciref Berlin 1    355/2007R      74081 Heilbronn-Sonth Germany          Retail    Freehold    N/A              10      a 9.73     11,948         0%     21-Sep-07                  a1,629,000
           Limited                          Kreuzackerstr 6

     67.   Ciref Berlin 1    355/2007R/     25709 Marne              Germany       Retail    Freehold    N/A              13      a 3.96      9,085         0%     21-Sep-07                    a522,000
           Limited           1141           Westerstr. 30

     68.   Ciref Berlin 1    355/2007R/     24963 Tarp               Germany       Retail    Freehold    N/A              13      a 4.21     10,549         0%     21-Sep-07                    a493,000
           Limited           1038           Wanderuper str 17

     69.   Ciref Berlin 1    355/2007R/     45663 Recklinghausen     Germany       Retail    Freehold    N/A              12      a 7.21      9,149         0%     21-Sep-07                    a820,000
           Limited           8377/9835      Marienstr 1 B
                                                                                                                                                                                                             Difference
                                                                                                                                                                                                               between
                               Property                                                                                                                                                         Property      valuation
                               description                                                                           Approxi-   Average                                                        valuation       amount
         Property name         (registered                                                                               mate rental per                Vacancy    Effective                        as at           and
         (property owing       legal                                                         Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February    acquisition
     No. company)1             description)   Physical address       Region    Sector        Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost         2010            cost
                                                                                                                        (years)               (sq ft)       area)                                                    (£)3

     70.   Ciref Berlin 1      355/2007R/     51570 Windeck          Germany   Retail        Freehold    N/A              13      a 5.15     11,194         0%     21-Sep-07                   a643,000
           Limited             3733           Gerhard-
                                              Hauptmannstr 2 – 6

     71.   Ciref Berlin 1      660/10         48336 Sassenberg       Germany   Retail        Freehold    N/A              13     a 12.78      9,009         0%    29-Nov-07    a1,567,000    a1,175,000      (£392,000)
           Limited                            Lappenbrink 53

                                                                                                                                                                               e6,880,0008   a7,665,000     a785,0008

     72.   Ciref Berlin 1      106/2007/      29525 Uelzen           Germany   Retail        Freehold    N/A              10     a 12.27     14,747         0%    31-May-07                  a2,522,000
           Limited             11032          Hauenriede 1

     73.   Ciref Berlin 1      106/2007/      29525 Uelzen           Germany   Retail        Freehold    N/A              14      a 9.54     22,830         0%    31-May-07                  a2,359,000
           Limited             11462          Hauenriede 17

     74.   Ciref Berlin 1      106/2007/      32257 Bünde            Germany   Retail        Freehold    N/A                9     a 9.92     15,618         0%    31-May-07                  a2,784,000
           Limited             1540           Lübbecker str 74

     75.   Ciref Berlin 1      216/2007E/     52078 Aachen           Germany   Retail/       Freehold    N/A              10     a 11.36     29,308         0%    31-May-07    a3,950,000    a4,208,000      £258,000
           Limited             5408           Heusstr 4                        A3 Leisure

     76.   Ciref German        231/2007O/     27432 Bremervorde      Germany   Retail        Freehold    N/A                7     a 7.60     48,104         0%     21-Sep-07   a4,750,000    a4,613,000     (a137,000)
           Portfolio Limited   7773/274       Wesermünder Str. 60

     77.   CEL Portfolio       154/2008/670   28237 Bremen-          Germany   Retail        Freehold    N/A                1    a 13.19     41,120         0%     30-Jun-09   a7,728,446    a7,210,000     (a518,446)
           Limited &                          Gropelingen,
           Co. KG                             Lindenhofcenter

     78.   Inkstone            234/2007/      22045 Hamburg          Germany   Petrol Filling Freehold   N/A                3     a 4.67     25,177         0%    15-May-07    a1,686,358    a1,595,000       (a91,358)
           Grundstucks-        3324/3240      Ahrensburger                     Station
           verwaltung                         str 183 – 187
           Limited &
           Co. KG

     79.   Grundstucks-        233/2007/      22880 Wedel            Germany   Retail &       Freehold   N/A                3     a 4.64     61,236         0%    15-May-07    a3,798,898    a3,813,000       a14,102
           verwaltung          294/31/24      Rissenerstr 96 – 100             petrol filling
           Limited &                                                           Station
           Co. KG

     80.   Inkstone Zwei       3459/2007/     32105 Bad Salzuflen    Germany   Retail        Freehold    N/A                3    a 11.88     16,053         0%     27-Jul-07   a2,766,960    a2,620,000      (e146,960)
           Grundstucks-        028/1376       Herforder str 82
           verwaltung
           Limited &
           Co. KG




91
92
                                                                                                                                                                                                           Difference
                                                                                                                                                                                                             between
                            Property                                                                                                                                                         Property       valuation
                            description                                                                           Approxi-   Average                                                        valuation        amount
         Property name      (registered                                                                               mate rental per                Vacancy    Effective                        as at            and
         (property owing    legal                                                         Freehold/   Tenure of      age of   square    Rentable       (% of      date of   Acquisition   28 February     acquisition
     No. company)1          description)   Physical address      Region    Sector         Leasehold   leasehold   buildings      foot       area     rentable acquisition          cost         2010             cost
                                                                                                                     (years)               (sq ft)       area)                                                     (£)3
     81.   Inkstone Zwei    270/2007/      42283 Wuppertal       Germany   Retail         Freehold    N/A                1      a7.09     28,019         0%     27-Jul-07   a3,942,789    a2,741,000     (e1,201,789)
           Grundstucks-     6581           Unterdörnen 91
           verwaltung
           Limited &
           Co. KG

     82.   Premium          3046/674/      04357 Leipzig         Germany   Mixed use,     Freehold    N/A              17      a10.37     63,255         4%    14-May-08    a8,596,220    a8,149,000*      (e447,220)
           portfolio        2007           Mockauerstr                     medical,
           Limited &                                                       retail
           Co. KG

     83.   Premium          3881/674/      04838 Eilenburg       Germany   Mixed use,     Freehold    N/A              17       a9.99     40,120         0%    14-May-08    a4,459,240    a3,926,000*      (e533,240)
           Portfolio        2007           Grenzstr Mittelstr              retail
           Limited &
           Co. KG –

     84.   Premium          674/ 2007/     81540 Munich          Germany   Mixed use,     Freehold    N/A              16      a16.24     23,924         0%    14-May-08    a,6,618,120   a6,177,000*      (e441,120)
           Portfolio        37756          Tegernseer Platz                medical,
           Limited &                                                       residential,
           Co. KG                                                          retail

     85.   Premium          674/ 2007      83052 Bruckmühl       Germany   DIY            Freehold    N/A              14       a7.87     63,496         0%    14-May-08    a,6,526,420   a6,577,000*       a50,580
           Portfolio 2      150/2008/      Pettenkoferstr 15 a
           Limited &        5464
           Co. KG

     86.   Premium          126/2008/      60311 Frankfurt       Germany   Retail         Leasehold   97 years           2     a16.17     11,711         0%    07-Apr-07    a,2,091,000   a2,591,000*      a500,000
           Portfolio 2      8563           Batttonstr
           Limited &
           Co. KG

     87.   Premium          058/2008/      23879 Mölln           Germany   Mixed use,     Freehold    N/A              18       a7.55     54,253         0%    07-Apr-07    a,5,450,000   a5,886,000*      a436,000
           Portfolio 2      6399           Wasserkrügerweg                 retail,
           Limited &                                                       residential,
           Co. KG                                                          office

     88.   West Orchards    WM448546       West Orchards         UK        Retail         Leasehold   77 years         22      £20.85   210,526          1%     06-Jul-07   £64,200,000   £45,000,000    £19,200,000
           Coventry Limited WM742402       Shopping Centre
                                           Smithford Way
                                           Coventry, CV11QX

     89.   Delamere Place   CH90102/       Delamere Place       UK         Retail         Freehold    N/A              50       £5.74   183,742          4%    19-May-05    £17,961,915   £11,875,000    (£6,086,915)
           Crewe Limited    CH95204/       Shopping Centre
                            CH397373       Delamere Street
                                           Crewe, Cheshire, CW1
                                                                                                                                                                                                           Difference
                                                                                                                                                                                                             between
                              Property                                                                                                                                                      Property        valuation
                              description                                                                   Approxi-   Average                                                             valuation         amount
         Property name        (registered                                                                       mate rental per                 Vacancy    Effective                            as at             and
         (property owing      legal                                                 Freehold/   Tenure of      age of   square     Rentable       (% of      date of      Acquisition    28 February      acquisition
     No. company)1            description)   Physical address     Region   Sector   Leasehold   leasehold   buildings      foot        area     rentable acquisition             cost          2010              cost
                                                                                                               (years)                (sq ft)       area)                                                          (£)3

     90.     Birchwood        CH298798       Birchwood           UK        Retail   Freehold    N/A              43       £7.46    393,264          6%     16-Nov-06      £50,150,000    £30,000,000     £20,150,000
             Warrington                      Shopping Centre
             Limited                         Birchwood
                                             Warrington, WA3 7PG

     91.     Byron Place      DU296186       Byron Place          UK       Retail   Freehold    N/A                3     £11.02    115,377          0%      27-Apr-09     £19,178,652    £16,100,000     (£3,078,652)
             Seaham Limited                  Shopping Centre,
             and Seaham                      Seaham, SR7 7DR
             Limited

     92.     Brentford Lock   AGL208981      High Street          UK       Hotel    Leasehold   999                5    £ 34.25      61,064         0%       26-Jul-10    £25,507,246   £25,300,0004       (£207,246)
                                             Brentford                                          years
                                             Middlesex TW8 8JZ

     93.     Limehouse        166632 &       469 – 475            UK       Hotel    Freehold    N/A                7     £29.60      61,860         0%       26-Jul-10    £22,180,214   £22,000,0004       (£180,214)
                              NGL52950       The Highway Road
                                             London EIW 3HN

     94.     Park Royal       AG 43935       Victoria Road        UK       Hotel    Freehold    N/A                7     £28.11      38,373         0%       26-Jul-10    £15,626,969   £15,500,0004       (£126,969)
                                             North Acton W3 6UP

     95.     Royal Dock       EGL415969      I Silverton Way      UK       Hotel    Freehold    N/A              10      £36.53      49,094         0%       26-Jul-10    £21,172,023   £21,000,0004       (£172,000)
                                             Canning Town
                                             London E36 1EA

     96.     Southwark        LN120648       103 – 109            UK       Hotel    Freehold    N/A              11      £73.82      23,476         0%       26-Jul-10    £21,776,938   £21,600,0004       (£176,938)
                                             Southwark Street
                                             London SEI 0QJ

     97.     Modus Wigan      MAN 8656/      Grand Arcade         UK       Retail   Leasehold   244                4      £9.83    799,490          0%         Refer to           £1    £88,400,000*     £87,399,999
             Limited          GM966893/      Shopping Centre                                    years                                                    paragraph 9.4
                              GM661089       23 Crompton Street                                                                                                  of the
                                             Wigan                                                                                                          prospectus
                                             WN1 1BH

     Total                                                                                                                        3,705,643                                                             £487,757,009




93
     *    These properties are held in entities which are less than 50% held or jointly controlled by the group and are not required to be consolidated in terms of IFRS.




94
     1.   Refer to the group structure set out in Annexure 2 for detail on which properties are owned by which entities within the Redefine International group.
     2.   The average rental per square foot was calculated as at the last practicable date.
     3.   The difference between the valuation amounts and acquisition costs is due to changes in the market value of the properties. Further to this is that the value attributed by each valuer is an open market value while the acquisition
          costs are negotiated values.
     4.   The property was valued by Savills plc at 8 April 2010.
     5.   These properties were acquired as a portfolio of properties (“Petrol Filling Station Portfolio” or “Malthurst Portfolio”) for a total acquisition cost of £26,500,000. The difference between the acquisition cost and valuation
          amount represents the difference between the total acquisition cost for the portfolio of properties and the total valuation amount for the portfolio of properties.
     6.   These properties were acquired as a portfolio of properties for a total acquisition cost of e1,868,080. The difference between the acquisition cost and valuation amount represents the difference between the total acquisition cost
          for the portfolio of properties and the total valuation amount for the portfolio of properties.
     7.   These properties were acquired as a portfolio of properties for a total acquisition cost of e7,054,632. The difference between the acquisition cost and valuation amount represents the difference between the total acquisition cost
          for the portfolio of properties and the total valuation amount for the portfolio of properties.
     8.   These properties were acquired as a portfolio of properties for a total acquisition cost of e6,880,000. The difference between the acquisition cost and valuation amount represents the difference between the total acquisition cost
          for the portfolio of properties and the total valuation amount for the portfolio of properties.
     9.   Where properties were valued in a currency other than GBP, the following exchange rates were used to translate the value of the properties in to GBP: £1.00:a1.09; £1.00:CHF1.66.
                                                                                                                                                                                                                          Annexure 5


     DETAILS OF ACQUISITIONS AND VENDORS


     The immovable properties, subsidiaries and investments acquired by Redefine International in the three years preceding the last practicable date are detailed in the table below, together
     with the names and addresses of the vendors of the immovable properties and/or securities purchased by Redefine International and/or its subsidiaries and the consideration paid by the
     vendors during the three year period preceding the listing. The acquisitions entered into or which are in the process of being negotiated after the 30 September 2009 (being the latest year
     end of Redefine Intl plc) are detailed in paragraphs 9 and 23 of the prospectus.
                                                                                                         Date of                                                       Goodwill/                          Cost of asset
                                                                                                         acquisition by                                                Intangible                         to vendor (if
                                                                                         Names of        Redefine                                   Loans              assets paid          Date of       purchased
                            Entity which                                                 beneficial      International    Consideration             incurred to        and manner           acquisition   within           Amount paid
           Nature of the    acquired                                                     shareholders    and/or           Issue of          Cash    finance            in which             by the        preceding        for goodwill
     No.   asset acquired   the asset         Name of vendor       Address of vendor     of vendor       its subsidiary   securities      portion   acquisition        accounted for        vendor        3 years)         by vendor

      1.   100% of the      Ciref Malthurst   Herbel Restaurants   2 Harbourmaster       Herbel          19 April 2007    N/A         £26,250,000   £35 million loan   N/A (Purchased the   Unknown†      Unknown†         N/A (The
           shares in        Limited           (Ireland) Limited    Place, IFSC           Restaurants                                                from Citigroup     properties at                                       properties
           Princes Street                                          Dublin 1              Limited                                                    Global Markets     market value)                                       were
           Investments                                             Republic of Ireland                                                              Limited                                                                purchased
           Limited                                                                                                                                                                                                         directly as
                                                                                                                                                                                                                           opposed to
                                                                                                                                                                                                                           the shares
                                                                                                                                                                                                                           in Princess
                                                                                                                                                                                                                           Street
                                                                                                                                                                                                                           Investments)

      2.   Investment       West Orchards     The Prudential       Laurence Pountney     Listed entity   6 July 2007      N/A         £64,200,000   £56.75 million   N/A (Purchased the     N/A           N/A              N/A (The
           property         Coventry          Assurance            Hill, London          with various                                               loan from        property at                                           property was
           acquired from    Limited           Company              EC4R 0HH              shareholders                                               Aviva Commercial market value)                                         constructed
           the vendor                         Limited              United Kingdom                                                                   Finance Limited                                                        and not
                                                                                                                                                                                                                           purchased)

      3.   Investment       Premium           Infraplan            Ludwig Ganghofer  Bernd               28 December      N/A        a 26,200,000   £22.35 million     N/A (Purchased       Unknown†      Unknown†         Unknown†
           properties       Portfolio         Gesellschaft         Str. 7, 82031     Schumacher          2007                                       loan from          the properties at
           acquired from    Limited &         Für In frastruk      Grünwald, Germany                                                                Norddeutsche       market value)
           the vendor       Co.KG             Turplanung,                                                                                           Landesbank
                                              Gewerbeund                                                                                            Girozentrale
                                              Wohnbau
                                              MBH & Co.
                                              Betriebs KG




95
96
                                                                                                            Date of                                                         Goodwill/                             Cost of asset
                                                                                                            acquisition by                                                  Intangible                            to vendor (if
                                                                                            Names of        Redefine                                      Loans             assets paid         Date of           purchased
                              Entity which                                                  beneficial      International    Consideration                incurred to       and manner          acquisition       within        Amount paid
            Nature of the     acquired                                                      shareholders    and/or           Issue of             Cash    finance           in which            by the            preceding     for goodwill
     No.    asset acquired    the asset         Name of vendor        Address of vendor     of vendor       its subsidiary   securities         portion   acquisition       accounted for       vendor            3 years)      by vendor
      4.    19.2% of the      Redefine          Redefine Properties   Redefine Place        Listed entity   24 December      N/A           £20,427,720    N/A               N/A (Purchased a    Between           R293 million N/A
            issued share      Intl plc          (held an economic     2 Arnold Road         with various    2009                                                            non-controlling     December                       (Purchased an
            capital of                          interest in           Rosebank, 2196        shareholders                                                                    interest)           2008 and                       investment
            Wichford                            Wichford via a        Johannesburg                                                                                                              February                       and not a
                                                Rand denominated      South Africa                                                                                                              2009                           subsidiary)
                                                investment made
                                                utilising Standard
                                                Bank’s offshore
                                                investment
                                                allowance)
      5.    2.53% of the      Redefine          Purchased in          N/A (Purchased        N/A             Between          N/A             £2,304,410   N/A               N/A (Purchased a    N/A               N/A           N/A
            issued share      Intl plc          the open market       in the open market)   (Purchased      March 2010                                                      non-controlling     (Purchased        (Purchased    (Purchased
            capital of                                                                      in the          and                                                             interest)           in the open       in the open   in the open
            Wichford                                                                        open market)    June 2010                                                                           market)           market)       market)
      6.    12.97% of the     Redefine          N/A (Issue of         N/A                   N/A             24 December      N/A        AUD73,325,000     £15 million       N/A (Purchased a    N/A               N/A           N/A
            issued stapled    Australian        new Cromwell                                                2009                                          bridging loan     non-controlling
            securities of     Investments       stapled securities)                                                                                       to partly fund    interest)
            Cromwell          Limited                                                                                                                     the acquisition
      7.    6.88% of the      Redefine          N/A (Issue of         N/A                   N/A             15 July 2010     N/A        AUD52,000,000     £30 million       N/A (Purchased a    N/A               N/A           N/A
            issued stapled    Australian        new Cromwell                                                                                              bridging loan     non-controlling
            securities of     Investments       stapled securities)                                                                                       from Redefine     interest)
            Cromwell          Limited
      8.    100% of the       Redefine          Seaham Limited        The Edge,             N/A             25 March 2009    N/A             £1,100,000   None              N/A (Acquired       5 September       £1            None
            issued share      Intl plc                                Clowes Street,                                                                                        the shares at the   2006
            capital of Seaham                                         Manchester,                                                                                           fair value of
                                                                      M3 5NB                                                                                                the net assets)
      9.    66.27% of the     Redefine          N/A (Acquired         N/A (Acquired by      N/A             15 July 2010     £531,850              NIL    None              £0.6 million        16 November       N/A           N/A
            issued share      Intl plc          by way of a           way of a              (Acquired by                                                                                        2006
            capital of                          capitalisation        capitalisation        way of a
            Birchwood                           pursuant to the       pursuant to the       capitalisation
                                                Aviva transaction     Aviva transaction     pursuant to the
                                                as detailed in        as detailed in        Aviva transaction
                                                paragraph 9.4.3       paragraph 9.4.3       as detailed in
                                                of the prospectus)    of the prospectus)    paragraph 9.4.3
                                                                                            of the prospectus)
     10.    100% of the       Redefine          Bashir Hakamali       296 Joel Street,      Bashir          29 June 2010^    N/A          £106,263,390    £68.5 million     N/A (Purchased      N/A               N/A (The      N/A (The
            issued share      Intl plc          Nathoo                Pinner, Middlesex,    Hakimali                                                                        the asset at        (The properties   properties    properties
            capital of                                                HA5 2PY               Nathoo                                                                          market value)       were              were          were
            Redefine                                                                                                                                                                            constructed       constructed   constructed
            Hotel                                                                                                                                                                               and not           and not       and not
            Holdings                                                                                                                                                                            purchased)        purchased)    purchased)
            Limited
     †The date of acquisition by the vendor, the cost of the property to the vendor and the amount paid for goodwill by the vendor could not be obtained due to inaccessibility to the prior vendor.
     ^As set out in paragraph 9.5 of the prospectus, this was the date that the heads of agreement for the hotel transaction were concluded.
     Notes:
     1.   Other than in respect of the Wichford investment, none of the assets have been purchased by any of the vendors within the preceding three years of the publication of this prospectus.
     2.   The following guarantees and/or warranties were given by each of the vendors in respect of the assets sold by them:
          •   each vendor was the sole registered and beneficial owner of the shares;
          •   each vendor was entitled to and able to give free and unencumbered title to the sale of shares;
          •   no person had any rights (including, inter alia, any option or right of first refusal) to acquire any of the sale shares; and
          •   none of the vendors had any claims against the relevant companies in which the vendor’s shares were acquired or held.
          Each vendor indemnified the purchaser, against all loss, liability damage and expense of every nature whatsoever suffered by the purchases as a result of any breach by the vendor of any of the warranties.
     3.   None of the acquisition agreements entered into with the vendors listed above preclude the vendors from carrying on business in competition with the Redefine International group, or impose any restrictions on the vendors,
          nor has any cash been paid in respect of restraints of trade.
     4.   The vendors of the properties provided guarantees against any undisclosed liabilities.
     5.   No goodwill has been recognised in respect of the properties acquired.
     6.   Details of the net liabilities acquired and intangible assets recognised in respect of the Birchwood acquisition:
                                                                                                                       2010
                                                                                                                          £
          Purchase price                                                                                                   1
          Fair value of net liabilities acquired                                                                    647,000
                                                                                                                   647,001

     7.   None of the directors of Redefine International held any direct or indirect non-beneficial interest in the assets acquired.
     8.   No benefit or securities were given within the three preceding years or proposed to be given to any promoter.
     9.   The assets have been transferred into the Redefine International group.




97
                                                                                                                    Annexure 6


SUMMARIES OF VALUATION REPORTS


Date 5 August 2010                                                               9 Marylebone Lane
                                                                                 London
The Directors                                                                    W1U 1HL
Redefine Properties International Limited                                        DDI         +44 207 487 1613
3rd Floor                                                                        MOBILE +44 7881 916886
Redefine Place                                                                   MAIN        + 44 207 935 4499
2 Arnold Road                                                                    FAX         + 44 207 409 6539
Rosebank                                                                         EMAIL       chris.rodericks@colliers.com
South Africa                                                                     www.colliers.com/uk
2196

Dear Sirs

INDEPENDENT VALUERS’ REPORT OF THE VARIOUS PROPERTIES HELD BY REDEFINE INTERNATIONAL
LIMITED (“REDEFINE INTERNATIONAL”) AND ITS SUBSIDIARIES WHICH ARE LOCATED IN:
(1) 98 – 100 HIGH STREET, BANSTEAD, SURREY
(2) 1 – 29 QUEENSWAY, 22 – 48 VICTORIA STREET, 1 – 11 TOWER WAY, 1 – 6 ROYAL ARCADE AND CREWE
    BUS STATION, CREWE, CHESHIRE
(3) NEWINGTON HOUSE, 237 SOUTHWARK BRIDGE ROAD, SOUTHWARK, LONDON, SE1
(4) FLATS 9, 12 & 13 KING WILLIAM’S GATE, 15 – 17 THE SQUARE, PETERSFIELD
(5) 7 – 11 HIGH STREET AND 8 – 10 BELL STREET, REIGATE, SURREY
(6) PEARL ASSURANCE HOUSE AND FLATS 103, 206 AND 208, 41 THE KINGSWAY AND 33 – 47 PRINCESS
    WAY SWANSEA
(7) KWIK-FIT PORTFOLIO OF 27 PROPERTIES IN ENGLAND AND SCOTLAND

In accordance with your instructions received during February 2010, we confirm that we have visited and inspected the
33 properties listed in the attached schedule at Appendix 2 (“the properties”) during February and March 2010 and have
received all necessary details required to perform a valuation in order to provide you with our opinion of the properties’ market
values as at 28 February 2010 which are required in connection with the proposed listing of Redefine International on the
JSE Limited (‘the JSE’).

1.   INTRODUCTION
     The valuation of the properties has been carried out by the valuers who have carefully considered all aspects of all the
     properties. These properties each have a report which has been given to the management of Redefine International. The
     detailed reports include commentary on the current economy, nature of the properties, locality, tenancy, risk profile,
     forward rent and earning capability and exposure to future expenses and property risk. All these aspects have been
     considered in the individual valuation reports of the properties. The value thus indicates the fair market value for each
     property which is stated in the detailed report and which has been summarised on a summary schedule, attached hereto,
     for each property. There are 33 properties and the important aspects of the detailed valuation report including the
     property market value for all of the properties have been summarised in the attached schedule (see Appendix 2).


2.   BASIS OF VALUATION
     Our valuation of the properties has been assessed on the basis of Market Value, in accordance with PS 3.2 of the Valuation
     Standards issued by The Royal Institution of Chartered Surveyors, which is defined as follows:
     “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a
     willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably,
     prudently and without compulsion.”
     The general valuation assumptions and definitions are set out in Appendix 1 to this report.



98
3.   VALUE CALCULATION
     The calculation of the market value of these properties has been based on income capitalisation. This is the fundamental
     basis on which commercial income producing properties are traded on the market in the United Kingdom. This is also
     due to there being strong supporting evidence of open market rental rates and capitalisation rates which are evidenced
     by sales in the market.
     Investment properties traded in the current market reflect a yield rate relationship between revenue and capital value. This
     rate is an accurate determinant of the capitalisation rate.
     With regard to residential property this has been assessed on the basis of a comparable sales approach having primary
     regard to the underlying vacant possession value assuming individual sales.
     The considerations for the capitalised valuations are as follows:
     3.1   calculating the forward cash flow of all contractual income from the properties having regard to the likely cash flow
           to be generated from the individual property holdings taking into account likely or potential future void periods
           arising upon tenant lease expiries (assuming the tenant vacates the premises) that fall within a period of five years
           from the date of valuation;
     3.2   calculating the forward contractual and other expenditure as well as provisions for various expenses as appropriate;
     3.3   current vacancies have been considered on a ‘property specific’ basis. The majority of the properties within the
           portfolio are fully let and income producing, save in respect of the property in Swansea where there are three vacant
           shop units out of a total of six units (with relative low level voids in Reigate and Crewe). Our approach towards
           current vacancies has been to adopt an appropriate market void period in which to render the premises fully let and
           income producing; to include market incentives (i.e. rent free periods or cash contributions) that would be likely
           to be negotiated by an in-going tenant(s). We have also made allowances for holding costs that would be likely to
           be incurred during the void period (such as empty rates and service charge costs) together with lawyers and agents’
           letting fees that purchasers would be likely to incur upon letting the premises;
     3.4   there is no loss of rental due to renovations or refurbishments currently being carried out on the buildings nor
           have we been advised of any proposals in this regard for the portfolio. However, the property in Reigate includes
           vacant first floor accommodation that is in poor condition requiring some capital expenditure in order to render
           it capable of beneficial occupation. In this regard we confirm that the estimated cost of such works has been taken
           into account in arriving at our opinion of market value. In addition there is ongoing routine maintenance work
           being carried out on the multi-let property holdings and, where fully let, we have assumed that there is full recovery
           of such landlord’s expenditure under existing service charge provisions (see 3.3 above);
     3.5   the rental values applied to individual elements of the property holdings are market-related. Our opinions of
           market rent have been determined by comparing similar buildings in comparable areas to the properties valued, in
           terms of rental rates (‘£ per square foot’). Certain elements of the individual properties are over-rented, although
           generally the over-renting is not significant, save in respect of the office property Newington House, Southwark,
           London, SE1. This property we consider to be over-rented by approximately 42%, although we confirm that this
           aspect of the property has been fully considered and is reflected in our reported valuation. However, some of the
           properties are potentially reversionary (i.e. where the passing rent is lower than our opinion of market rent) thereby
           providing rental growth prospects though typically of a relatively modest nature in the context of the individual
           property holding concerned. This is provided that the economy remains in a slow recovery pattern as currently
           being experienced and that there are no major economic fluctuations which may upset the wider economy;
     3.6   we have had regard to the relevant town planning restrictions and conditions prevailing in respect of the individual
           properties together with, where appropriate, the potential offered through the ability to obtain planning consent
           for alternative more lucrative uses;
     3.7   we have also considered any material contravention of statutory requirements, including town planning issues. We
           confirm that we are not aware of any such matters affecting the subject properties, although this should be verified
           by acting solicitors.


4.   SPARE LAND
     There are no properties with large tracts of vacant zoned and serviced spare land although refer to Section 9 below
     regarding the development properties in Stafford, Stockport and Crewe.




                                                                                                                              99
5.    BRIEF DESCRIPTION
      The portfolio comprises a mix of generally commercial buildings briefly summarised as follows:
      The property at Banstead comprises two ground floor retail units within a refurbished and extended building where the
      upper floors were developed into flatted accommodation and subsequently ‘sold off ’ on individual long leases during the
      last three/five years. The upper floors now produce a modest ground rent income.
      Crewe comprises a multi-let, town centre and mainly retail property with 25 tenants including a bus station to the rear let
      to Arriva. It previously formed part of a proposed town centre regeneration project although current market conditions
      have rendered this scheme highly unlikely. However, Redefine International has plans to undertake some development at
      the property (see 9 below).
      Newington House in Southwark comprises a large office block let on two leases to a single, good quality, tenant
      (EDF Energy). The property is significantly over-rented but the existing leases have ‘terms certain’ in excess of 12 years.
      It includes a large sub-station facility at ground and basement levels serving the surrounding area.
      Petersfield comprises three self-contained flats within a mixed use building that was substantially refurbished and
      developed by Redefine International within the last three/five years. It comprises retail on the ground floor and 13 flats
      above. The freehold interest in the retail including the ground rent income from the flats was sold off, as were ten of the
      individual flats. However, we understand that Redefine International has retained three of the flats held under individual
      long leases at nominal ground rents. The reported values reflect the aggregate value of the individual units assuming
      separate sales (see 3 above).
      Reigate comprises a mixed use property including retail, office, residential and gymnasium facilities in an affluent Surrey
      town. The property is in need of some capital expenditure particularly in respect of the vacant first floor offices and offers
      some potential for a residential development of the upper floors subject to the return of favourable market conditions and
      negotiating vacant possession of the second floor premises.
      Swansea mainly comprises ground floor and part basement retail accommodation in a building where the upper floors
      have been redeveloped as flatted accommodation during the last three/five years with the flats generally being ‘sold off ’
      on long leases contributing nominal value to the retained long leasehold interest. However, three of the flats have been
      retained by Redefine International and have therefore been included in our reported valuation on an aggregate value basis
      (see 3 above).
      The Kwik-Fit Portfolio comprises 27 individual properties, the majority being let on similar lease terms to Kwik-Fit; a
      tyre and exhaust replacement specialist (with one exception; Stafford – see below). The individual properties occupied
      by Kwik-Fit are of a quasi industrial nature typically comprising detached units with small forecourts or yards fronting
      generally busy roads. With regard to Stafford, this actually comprises two property holdings; one let to Kwik-Fit and the
      other let to Johnson Cleaners (UK) Limited. Although reported as a single lot herein, separate values have been attributed
      in the detailed property report.
      In respect of the properties, the current net annual rental income and our opinion of their net market rent are included
      in the individual property valuation reports.

6.    VALUATION QUALIFICATIONS
      Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised;
      leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant;
      potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain
      the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease records whereby
      the lease may be disputed or rendered invalid.
      We have considered all of these aspects in the valuation of all the properties and can confirm that to the best of our
      knowledge and belief none of the properties are prejudiced in value by the influence of the above factors.
      However we would draw to your attention the fact that 27 of the 33 properties in this portfolio are effectively let to one
      tenant (Kwik-Fit), accounting for approximately 36% of the aggregate value reported. Nevertheless we consider that the
      tenant would be regarded as being of sound financial status and are established as market leaders in their sector. We are of
      the view that prospective purchasers of individual properties would be unlikely to have any material concerns regarding
      this tenants’ covenant strength.
      We would also comment that Newington House in Southwark is let to a single tenant (on two leases) and that this
      property accounts for approximately 23% of the aggregate value reported herein. However, we consider that this tenant
      would be regarded as being of substantial financial strength therefore reducing any potential concerns prospective
      purchasers might have.




100
     The valuer is however not responsible for the competent daily management of these properties that will ensure that
     this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
     adversely impact on the integrity of the buildings or the tenant profile.

7.   OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
     or where there may be a benefit in options held.
     To the best of our knowledge (save as mentioned below), there are no other options in favour of any parties for any
     purchase of any of the properties.


8.   INTRA-GROUP LEASES
     As far as we are aware from the tenancy information provided there are no intra-group leases extant at any of the
     properties.


9.   CURRENT STATE OF DEVELOPMENT
     There are no properties which are currently being developed.
     However, there are three properties which Redefine International are holding for development. These comprise two of the
     Kwik Fit properties (Stafford and Stockport) and Crewe. Brief details of the development proposals for these properties
     have been provided to us by Redefine International as follows:
     Stafford
     (a) Application currently in pre-submission phase;
     (b) Likely to comprise 50,000 sq ft of food and A1 retail accommodation;
     (c) Likely commencement date during 2012;
     (d) Total construction period – 15 months; and
     (e) Aggregate estimated development expenditure of £6 million including finance costs, agency fees, etc.
     Although we consider that these proposals could generate additional value at some stage, the proposed development is
     subject to an improvement in current market conditions as well as complex negotiations in respect of land not in Redefine
     International’s direct ownership (although we understand that Redefine International has option agreements thereon). It
     also requires the surrender of the existing leases to Kwik Fit and Johnson Cleaners. Accordingly, at this stage, we confirm
     that the potential enhancement in value has not been considered in detail and no specific additional value has been
     attributed to the standing investment in our assessment of market value.
     Stockport
     (a) Application approved in December 2008;
     (b) Development comprises a 110 bed Hotel, 20,000 sqft of commercial office space and 35 residential units;
     (c) Likely commencement date during 2012;
     (d) Total construction period – 20 months; and
     (e) Aggregate estimated development expenditure of £10 million including finance costs, agency fees, etc.
     Although we consider that these proposals could generate additional value it is subject to an improvement in current
     market conditions and the surrender of the existing lease to Kwik Fit. Accordingly, at this stage, we confirm that the
     potential enhancement in value has not been considered in detail and no specific additional value has been attributed to
     the standing investment in our assessment of market value.
     Crewe
     (a) Outline planning consent was approved in 2008 for the original grand redevelopment of the entire site. Currently
         a partial (Phase 1) redevelopment is being investigated for which detailed planning consent will be required. The
         application is due to be submitted in May 2010 and it expected to take 6 months to complete.




                                                                                                                           101
      (b) The proposed Phase 1 redevelopment will involve the demolition of 19 existing line shops fronting Queensway Road
          and the construction of 7 new, enlarged, stores totalling 50,000 sq ft in extent.
      (c) Construction is scheduled to commence in March 2011
      (d) Total construction period – 12 months; and
      (e) Aggregate estimated development expenditure including all fees, vacant possession costs and finance costs is
          £7.15 million. This excludes the loss of rent of £323,000.
      Although we consider that these proposals could generate additional value it is subject to an improvement in current
      market conditions and the negotiation of pre-lets on significant elements of the proposed property together with the
      surrender of the lease on the Bus Station to Arriva. Accordingly, at this stage, we confirm that the potential enhancement
      in value has not been considered in detail and no specific additional value has been attributed to the standing investment
      in our assessment of market value.


10. EXTERNAL PROPERTY
      All of the properties are situated outside the Republic of South Africa.


11. OTHER GENERAL MATTERS AND VALUATION SUMMARY
      A full valuation report is available on a property by property basis commenting upon the individual property holdings
      in detail together with our valuation approach and opinions of market value. This has been given to the directors of
      Redefine International.

12. ALTERNATIVE USE FOR A PROPERTY
      We have valued the properties in accordance with their existing use which represents their market value although, where
      appropriate, we have had regard to potential alternative use(s). However, we confirm that no alternative uses for any of
      the individual properties have been considered in detail or had a material influence in determining market value.


13. OTHER COMMENTS
      To the best of our knowledge and belief there are no contractual arrangements on the properties, other than the leases
      referred to in the detailed report, that have a major benefit or are detrimental to the fundamental value base of the
      properties.
      Whilst we have had regard to the general effects of taxation on market value, we have not taken into account any liability
      for tax which may arise on a disposal, whether actual or notional, and neither have we made any deduction for Capital
      Gains Tax, Valued Added Tax or any other tax with the sole exception of Stamp Duty which has been reflected as part of
      standard purchaser’s costs.


14. CAVEATS

      14.1    Source of information and verification
              Information on the properties regarding tenure, tenancies and rental income, together with future proposals for
              some of the properties has been provided to us by Redefine International and/or their managing agents.

      14.2    Full disclosure
              This valuation has been prepared on the basis that full disclosures of all information and factors that may affect
              the valuation have been made to us.
              We have to the best of our ability researched the market as well as taken the steps detailed in paragraph 14.4 below.

      14.3    Tenure
              We confirm that while we have not been provided with current Reports on Title we understand that the individual
              property titles are either held freehold or long leasehold, free from rent charge or any other outgoings and that
              there are no unusual, onerous or restrictive covenants in the title, which are likely to affect the value. This should
              be verified by acting solicitors.



102
14.4   Leases
       In assessing our valuation we have considered the high level summary of actual tenants’ leases provided to
       us by Redefine International in conjunction with our review of the principal leases extant at the properties.
       While we confirm that we have not read short term leases, licences or those in respect of small elements of
       individual properties, we confirm that we are of the opinion that we have considered a sufficient extent of the
       lease documentation to form our opinion of market value reported herein.
       We confirm that our valuation reflects our understanding of all material lease terms such as lease commencement
       and expiry dates, passing rents and rental escalations, tenant break clauses and market incentives on new lettings.
       We confirm that the principal leases appear to be of a suitable nature in respect of the properties, are generally
       drawn on full repairing and insuring terms and that there are no unduly onerous conditions contained therein
       which would be likely to have a material adverse affect on either rental or capital value. Notwithstanding the
       foregoing we must emphasise that as chartered surveyors we are not qualified to comment in detail upon the legal
       status of the existing leases and recommend that this is verified by acting solicitors.

14.5   Lessee’s Covenants
       In arriving at our valuation, we have taken into account how we consider existing tenants would be regarded in
       the investment market by prospective purchasers having regard to publicly available financial information in the
       context of the individual properties, their lease durations and locations.

14.6   Mortgage bonds, loans, etc.
       The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due
       in respect of mortgage bonds, loans and other charges.
       The valuation is detailed in a completed state and no deductions have been made for retention or any other set-
       off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the
       properties.

14.7   Calculation of areas
       We have measured the individual properties in accordance with the current edition of the Code of Measuring
       Practice issued by the Royal Institution of Chartered Surveyors.

14.8   Structural condition
       The properties have been valued in their existing state as visually apparent to us as at the date of our inspections.
       We have not carried out any structural surveys, nor inspected those areas that are unexposed or inaccessible,
       neither have we arranged for the testing of any electrical or other services.

14.9   Contamination
       The Environment Act 1995 contains provisions requiring local authorities to identify contaminated land, together
       with the power to serve “remediation notices” specifying the remedial action to be carried out. Such notices are to
       be served on the party that caused or knowingly permitted the contamination, but if this party cannot be traced,
       they may otherwise be served on the current owner or occupier of the land. Whilst the proposals took effect from
       1 April 2000, it is unclear at the current time how local authorities will undertake their duties. It would appear,
       however, that local authorities will primarily concentrate on sites where contamination is ongoing.
       For the avoidance of doubt, unless stated to the contrary in the individual detailed property reports, our valuations
       are assessed on the express assumption that no material contamination requiring remediation is extant at any of
       the individual properties. Should material contamination (requiring remediation) subsequently be identified at
       any of the sites, then our valuations may need to be revised.
       In overview with regard to the individual Property Reports on the Kwik Fit properties, we would comment
       that the tenant currently operates within an industrial type use with contaminative products utilised within the
       process (mainly oil). In addition, we are aware that at least one of the properties appears to have included a former
       petrol filling station (Perth – Canal Street) which in itself is a potentially historic contaminative use.
       During our inspections we undertook visual checks to ascertain whether there were any obvious signs of
       contamination and observations and comments in this regard are included within the individual Property Reports.
       We would comment that given “the polluter pays doctrine” any environmental liability arising as a result of the
       tenant’s use of the properties/sites should be the tenant’s responsibility.



                                                                                                                       103
      14.10 Town planning
              We have made verbal enquiries to the Planning Department of the relevant Local Authority in which individual
              properties lie and unless stated to the contrary in the individual property reports we have been advised that the
              properties are not physically affected by any public authority proposals for compulsory purchase, redevelopment
              or road improvements.
              Where available we have provided summary information regarding recent planning histories for the individual
              premises. However, in a number of instances, particularly with the Scottish properties (Kwik Fits) the Local
              Authorities were not prepared to disclose any information without formal property searches being undertaken
              which is beyond the remit of our instructions and should be verified by acting solicitors.
              In such instances we have specifically assumed that all properties benefit from valid planning permissions in
              respect of the existing use(s) and that there are no material planning issues affecting the properties. We have
              further assumed that there are no external factors which would impact upon trading at the sites.
              Enquiries of the Local Highways Authorities have typically been inconclusive and we have assumed that all sites
              have unrestricted access from adopted highways and that there are no proposals which adversely affect value in
              this regard. Again we recommend that acting solicitors advise accordingly.
              However in overview we confirm based upon our visual inspections and subsequent research that there do not
              appear to be, nor have we been made aware of, any infringements of local authority regulations at any of the
              properties.
              As far as we are aware there is no contravention of any statutory regulation or town planning local authority
              regulation or other legal contravention relating to any of the properties which would be likely to decrease the
              value of the properties as stated.


15. MARKET VALUE
      We are of the opinion that the aggregate market value of the properties as at 28 February 2010 is £44,295,000 (forty four
      million, two hundred and ninety five thousand pounds) (excluding VAT). A summary of the individual valuations and
      brief details of each of the properties is attached at Appendix 2.
      To the best of our knowledge and belief and based on disclosures from Redefine International there have been no material
      changes in circumstances between the date of the valuation and the date of the valuation report which would affect the
      valuation.


16. LIABILITY AND PUBLICATION
      This report is issued for your own use, and that of your professional advisers, for the specific purpose to which it refers.
      We do not accept responsibility to any third party for the whole or any part of its contents.
      Save in respect of the stated purpose, neither the whole nor any part of the valuation or any reference thereto may be
      included in any published document, circular or statement or published in any way without our previous consent to the
      form and context in which it may appear.


Yours faithfully,


Christopher J Rodericks BSc(Hons) MRICS                                     Anthony Keohane BSc(Hons) MRICS
(RICS membership number 0088681)                                            (RICS membership number 0097489)
Director                                                                    Director
For Colliers International UK plc                                           For Colliers International UK plc




104
                                                                                                                        APPENDIX 1


GENERAL ASSUMPTIONS AND DEFINITIONS
The valuations have been prepared by a suitably qualified valuer, as defined by PS 1.4 and 1.5 of the Valuation Standards, on
the basis set out below unless any variations have been specifically referred to under the heading “Special Remarks”:

1.   MARKET VALUE (MV)
     Where we have been instructed to value the properties on the basis of Market Value, we have done so in accordance with
     PS 3.2 of the Valuation Standards issued by The Royal Institution of Chartered Surveyors, which is defined as follows:
     “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing
     seller in an arm’s-length transaction after proper marketing wherein the parties had ach acted knowledgeably, prudent and
     without compulsion.”
     The interpretative commentary on Market Value, as published in International Valuation Standards 1, has been applied.


2.   DEPRECIATED REPLACEMENT COST (DRC)
     If we have provided a valuation based on Depreciated Replacement Cost, as set out in UKPS 6.3 and 6.6 of the Valuation
     Standards, this has been arrived at in accordance with the definition settled by the International Valuation Standards
     Committee as follows:
     “DRC is based on an estimate of the Market Value for the existing use of the land, plus the current gross replacement (reproduction)
     costs of the improvements, less allowances for physical deterioration and all relevant forms of obsolescence and optimisation.”
     International Accounting Standards stipulate that DRC may be used as a basis for reporting the value of Specialised
     Property in Financial Statements. DRC is recognised as a basis only for this purpose. For other purposes DRC may be
     used as a method to support a valuation reported on another basis.


3.   WORTH AND INVESTMENT VALUE
     Where we have been instructed to provide valuations based on worth, or investment value, we have done so in accordance
     with PS 3.4 of the Valuation Standards issued by the Royal Institution of Chartered Surveyors, which is defined as follows:
     “The value of property to a particular owner, investor or class of investors for identified investment or operational objectives.”
     Although under some circumstances worth may be the same as the amount that could be realised from the sale of the
     asset, this value is specific to a particular party and essentially reflects the benefits received by holding the asset and
     therefore does not necessarily involve hypothetical exchange. It may differ from market value.


4.   FAIR VALUE
     Where we have been instructed to value the property on the basis of Fair Value, we have done so in accordance with
     PS 3.5 of the Valuation Standards issued by the Royal Institution of Chartered Surveyors which is defined as follows:
     “The amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties, in an arm’s
     length transaction.”
     The above definition has been settled by the International Valuation Standards Committee.
     Fair Value represents the price that would be reasonably agreed between two specific parties for the exchange of an asset.
     Although the parties may be unconnected and negotiating at arm’s-length, the asset is not necessarily exposed in the wider
     market and the price agreed may be one that reflects specific advantages (or disadvantages) or ownership to the parties
     involved rather than the market at large.




                                                                                                                                    105
5.    EXISTING USE VALUE (EUV)
      If we have provided an opinion of Existing Use Value this has been arrived at in accordance with UKPS 1.3 of the
      Valuation Standards, which is defined as follows:
      “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing
      seller in an arm’s-length transaction, after proper marketing wherein the parties had acted knowledgeably, prudently and
      without compulsion, assuming that th buyer is granted vacant possession of all parts of the property required by the business and
      disregarding potential alternative uses and any other characteristics of the property that would cause its Market Value to differ
      from that needed to replace the remaining service potential at least cost.”
      This basis ignores any element of hope value for an alternative use, any value attributable to goodwill and any possible
      increase in value due to special investment or financial transactions (such as sale and leaseback) which would leave
      the owner with a different interest from the one which is valued. However, it includes any value attributable to any
      possibilities of extensions or further buildings on undeveloped land or redevelopment of existing buildings (all for the
      existing planning use) providing such construction can be undertaken without major interruption to the continuing
      business.


6.    MARKET RENT (MR)
      Valuations based on Market Rent (MR), as set out in PS 3.3 of the Valuation Standards, adopt the definition as settled
      by the International Valuation Standards Committee which is as follows:
      “The estimated amount for which a property, or space within a property, should lease (let) on the date of valuation between a
      willing lessor and a willing lessee on appropriate lease terms in an arm’s-length transaction after proper marketing wherein the
      parties had acted knowledgeably, prudently and without compulsion.”
      MR will vary significantly according to the terms of the assumed lease contract. The appropriate lease terms will normally
      reflect current practice in the market in which the property is situated, although for certain purposes unusual terms may
      need to be stipulated. Matters such as the duration of the lease, the frequency of rent reviews, and the responsibilities of
      the parties for maintenance and outgoing, will all impact on MR. In certain States, statutory factors may either restrict
      the terms that may be agreed, or influence the impact of terms in the contract. These need to be taken into account where
      appropriate. The principal lease terms that are assumed when providing MR will be clearly stated in the report.
      Rental values are provided for the purpose described in this report and are not to be relied upon by any party for any
      other purpose.


7.    RENTAL ASSESSMENT
      Unless stated otherwise within the report, our valuations have been based upon the assumption that the rent is to be
      assessed upon the premises as existing at the date of our inspection.

8.    REINSTATEMENT VALUATION
      If we have prepared Reinstatement Values we will not have carried out a detailed cost appraisal and the figures should
      therefore be considered for guidance purposes only.


9.    PURCHASE AND SALE COSTS
      No allowance has been made for legal fees or any other costs or expenses which would be incurred on the sale of the
      property. We have, however, made deductions to reflect purchasers’ acquisition costs. These are based on 2.75% for
      properties with a value between £150,001 and £250,000, 4.75% for properties with a value between £250,001 and
      £500,000 and 5.75% for properties with a value in excess of £500,000. In respect of residential properties the banding is
      the same except that properties with a value between £175,001 and £250,000 are charged at 2.75%.
      With effect from 3 September 2008 for a one year period, residential properties with a value below £175,000 will be
      exempt from Stamp Duty.
      It should be noted, however, that for properties of an unusually largest lot size it is common market practice that a
      purchaser would not expect to pay the standard 1.75% agents and solicitors costs. Accordingly, we may consider in these
      instances that it is appropriate to adopt a reduced rate.




106
10. MEASUREMENTS
   Measurements and floor areas have been arrived at in accordance with the current edition of the Code of Measuring
   Practice issued by the Royal Institution of Chartered Surveyors.
   Although every reasonable care has been taken to ensure the accuracy of the surveys, there may be occasions when due to
   tenant’s fittings or due to restricted access, professional estimations may have been made.
   Floor areas are provided for the purpose described in this report and are not to be relied upon by any third party for any
   other purpose.


11. CONDITION
   Unless otherwise stated within the report, we have not carried out a building survey, nor have we inspected the woodwork
   or other parts of the structures which are covered, unexposed or inaccessible and we are, therefore, unable to report that
   such parts of the properties are free from rot, beetle or other defects.
   Where we have noticed that none of the materials commonly considered deleterious as set out in the British Property
   Federation and British Council of Offices’ sponsored report “Good Practice in the Selection of Construction Materials”,
   are included within the properties. These include, inter alia, the following:
   • high aluminium cement concrete;
   • asbestos;
   • calcium chloride as a drying agent;
   • wood wool slabs on permanent shuttering;
   • polystyrene and polyurethane used as insulation in cladding.
   None of the services, drainage or service installations was tested and we are, therefore, unable to report upon their
   condition.


12. ENVIRONMENTAL MATTERS
   Unless otherwise stated within the report, we have not carried out soil, geological or other tests or surveys in order to
   ascertain the site conditions or other environmental conditions of the properties. Unless stated to the contrary within
   the report, our valuation assumes that there are no unusual ground conditions, contamination, pollutants or any other
   substances that may be environmentally harmful.


13. FIXTURES AND FITTINGS
   In arriving at our opinions of value we have disregarded the value of all process related plant, machinery, fixtures and
   fittings and those items which are in the nature of tenants’ trade fittings and equipment. We have had regard to landlords’
   fixtures such as lifts, escalators, central heating and air conditioning forming an integral part of the buildings.
   Where the properties are valued as an operational entity and includes the fixtures and fittings, it is assumed that these are
   not subject to any hire purchase or lease agreements or any other claim on title. No equipment or fixtures and fittings
   have been tested in respect of Electrical Equipment Regulations and Gas Safety Regulations and we assume that where
   appropriate all such equipment meets the necessary legislation. Unless otherwise specifically mentioned the valuation
   excludes any value attributable to plant and machinery.


14. TENURE, LETTINGS AND REPORTS ON TITLE AND/OR TENANCIES
   Unless otherwise stated, we have not inspected the title deeds, leases and related legal documents and, unless otherwise
   disclosed to us, we have assumed that there are no onerous or restrictive covenants in the titles or leases which would
   affect the value.
   Where we have not been supplied with leases, unless we have been advised to the contrary, we have assumed that all the
   lease are on a full repairing and insuring basis and that all rents are reviewed in an upwards direction only, at the intervals
   notified to us, to the full open market value.
   We have assumed that no questions of doubt arise as to the interpretation of the provisions within the leases giving effect
   to the rent reviews.




                                                                                                                             107
      We have disregarded any inter-company lettings and have arrived at our valuations of such accommodation on the basis
      of vacant possession.
      If a solicitor’s Report on Title and/or Tenancies has been provided to us, our valuation will have regard to the matters
      therein. In the event that a Report on Title and/or Tenancies is to be prepared, we recommend that a copy is provided to
      us in order that we may consider whether any of the matters therein have an effect upon our opinion of value.


15. TAXATION
      Whilst we have regard to the general effects of taxation on market value, we have not taken into account any liability for
      tax which may arise on a disposal, whether actual or notional, and neither have we made any deduction for Capital Gains
      Tax, Value Added Tax or any other tax.


16. MORTGAGES
      We have disregarded the existence of any mortgages, debentures or other charges to which the properties may be subject.


17. OPERATIONAL ENTITIES
      Where the properties are valued as an operational entity and reference has been made to the trading history or trading
      potential of the property, reliance has been placed on information supplied to us. Should this information subsequently
      prove to be inaccurate or unreliable, the valuations reported could be adversely affected.
      Our valuations do not make any allowance for goodwill.

18. LOCAL AUTHORITIES, STATUTORY UNDERTAKINGS AND LEGAL SEARCHES
      We have not made any formal searches or enquiries in respect of the properties and are therefore unable to accept any
      responsibility in this connection. We have, however, made informal enquiries of the local planning authority in whose
      areas the properties are situated as to whether or not they are affected by planning proposals. We have not received a
      written reply and, accordingly, have had to rely upon information obtained verbally.
      We have assumed that all consents, licences and permissions including, inter alia, fire certificates, enabling the properties
      to be put to the uses ascertained at the date of our inspection have been obtained and that there are no outstanding works
      or conditions required by lessors or statutory, local or other competent authorities.


19. ENERGY PERFORMANCE CERTIFICATES
      The European Energy Performance Directive requires that whenever buildings are constructed, sold or let, they are to
      be certified in terms of their energy performance and given an energy efficiency rating. In the UK, Energy Performance
      Certificates are compulsory for all commercial properties with effect from 1 October 2008. We have assumed that where
      Energy Performance Certificates are required they will be provided without undue delay and at reasonable cost.
      Ratings will not simply reflect a building’s age, and some modern air-conditioned buildings may receive a low rating. We
      are not currently aware of any market evidence to suggest that a building’s energy efficiency rating will impact upon its
      market value but this could be the case in future.


20. ARREARS
      We have assumed that all rents and other payments payable by virtue of the leases have been paid to date. If there are
      rent or other arrears, we recommend that we should be informed in order that we may consider whether our valuation
      should be revised.


21. DEFECTIVE PREMISES ACT, HEALTH AND SAFETY AT WORK ACT AND DISABILITY AT WORK ACT
      Our valuations do not take account of any rights, obligations or liabilities, whether prospective or accrued, under the
      Defective Premises Act, 1972. Unless advised to the contrary, we have assumed that the properties comply with, and will
      continue to comply with, the current Health and Safety and Disability legislation.




108
22. INSURANCE
   In arriving at our valuation we have assumed that the buildings are capable of being insured by reputable insurers at
   reasonable market rates. If, for any reason, insurance would be difficult to obtain or would be subject to an abnormally
   high premium, it may have an effect on value.


23. LIABILITY CAP
   We confirm that the extent of our liability in respect of this valuation and report is limited to a maximum sum of
   £50 million.


24. STANDARD TERMS OF BUSINESS
   We confirm that this valuation report has been provided in accordance with our Standard Terms of Business.




                                                                                                                      109
                                                                                                                                                                                               APPENDIX 2




110
      SCHEDULE OF PROPERTIES

                                                                                                                                                                                                  Valuation
                                                                         Property                                                                   Approximate                                        as at
                                                      Registered legal   description            Freehold/   Tenure of                                     age of     Building       Annual      28 February
      No.   Property name       Physical address      description        and use                Leasehold   leasehold               Rentable area      buildings        grade      Net rent           2010
                                                                                                                                            (sq ft)       (years)                        (£)              (£)
       1.   Banstead Property 98 – 100                SY710730           High street retail     Freehold    N/A                            4,307              40     Secondary     £73,450       £1,150,000
            Holdings Limited High Street                                 and residential
                              Banstead, Surrey                           ground rents
       2.   Delamere Place      1 – 29                CH90102/           Corner block of        Freehold    N/A                          123,589          50/60      Secondary   £1,005,274     £11,875,000
            Crewe Limited       Queensway             CH95204/           retail property
                                22 – 48               CH397373           totalling c.25 units
                                Victoria Street                          including a
                                1 – 11 Tower Way                         BHS variety store
                                1 – 6 Royal Arcade                       and Bus Station
                                and Crewe Bus                            to the rear
                                Station Crewe
                                Cheshire
       3.   Newington           Newington House       TGL2455663         Self contained         Leasehold   125 years from                43,080              50     Secondary    £778,300      £10,150,000
            House Limited       237 Southwark                            Office building                    29/09/2002 with
                                Bridge Road                              with electricity                   5 yearly rent reviews
                                Southwark                                sub-station on                     at a geared head rent
                                London, SE1                              ground and                         of 9.5% of rental
                                                                         basement                           value. Current head
                                                                                                            rent payable of
                                                                                                            £81,700 pa.
       4.   Trito Petersfield   Flats 9, 12 and         HP543587         2 x one bed flats,     Leasehold   The 3 flats are held on        1,940             100        Prime      £23,100         £610,000
            Limited             13 King William’s                        1 x two bed flat                   separate long leases of                          (but
                                Gate, 15 – 17                                                               250 years, each at                      substantially
                                The Square, Petersfield                                                     nominal rents of £200 pa.                redeveloped
                                                                                                                                                       within last
                                                                                                                                                        3/5 years)
                                                                                                                                                                                                         Valuation
                                                                          Property                                                                           Approximate                                      as at
                                                       Registered legal   description              Freehold/        Tenure of                                      age of    Building       Annual     28 February
      No.   Property name      Physical address        description        and use                  Leasehold        leasehold                Rentable area      buildings       grade      Net rent          2010
                                                                                                                                                     (sq ft)       (years)                       (£)             (£)
       5.   Ciref Reigate      7 – 11 High Street      SY530833           Mixed use building       Freehold         N/A                            17,975          70/80     Secondary    £227,445      £2,650,000
            Limited            and 8 –10 Bell Street                      comprising 3 shops,
                               Reigate, Surrey                            vacant first floor
                                                                          offices, letting
                                                                          rooms on second
                                                                          floor and a small
                                                                          fitness gymnasium
                                                                          to the rear
       6.   Pearl House        Pearl Assurance House WA795811             Six retail units         Leasehold        200 years from                  9,372              60    Secondary    £124,400      £1,975,000
                               41 The Kingsway and                        (3 vacant) with part                      01/06/2006 at geared                             (but
                               33 – 47 Princess Way                       basement space and                        head rent of 10% of                      substantially
                               Swansea                                    3 retained flats above                    rents received on the                     refurbished
                                                                          plus residential                          retail only, currently                        2006/7)
                                                                          ground rent income                        £15,500 pa.
       7.   Gibson Property    123 Causewayend         ABN74391           Kwik Fit Tyre &          Freehold         N/A                             5,770             50     Secondary     £32,000        £475,000
            Holdings Limited – Aberdeen AB25 3TB                          Exhaust Centre
            Aberdeen
       8.   Gibson Property    Metropolitan Drive      LA582770           Tyre & Exhaust           Freehold         N/A                             8,457             20     Secondary     £76,512      £1,250,000
            Holdings Limited – Blackpool FU3 9JO                          Centre and
            Blackpool                                                     vacant retail unit
       9.   Gibson Property    11 – 43 Hospital Hill   FFE69775           Kwik Fit Tyre &          Freehold         N/A                             3,378             20     Secondary     £25,487        £390,000
            Holdings Limited – Dunfermline                                Exhaust Centre
            Dumfermline        KY11 3AT
      10.   Gibson Property    1 Telford Road          LAN16546           Kwik Fit Tyre &          Freehold         N/A                             4,977             20     Secondary     £26,117        £415,000
            Holdings Limited – East Kilbride                              Exhaust Centre
            Kilbride           G75 0JD
      11.   Gibson Property    7 Chesser Avenue        MID64795           Kwik Fit Tyre &          Freehold         N/A                             5,586             30     Secondary   £40,936.84       £650,000
            Holdings Limited – Edinburgh                                  Exhaust Centre
            Edinburgh          EH14 1TB
      12.   Gibson Property    East Road Elgin         MOR2394            Kwik Fit Tyre &          Freehold         N/A                             5,589             30     Secondary   £33,687.50       £500,000
            Holdings Limited – Elgin                   IV30 1XU                                    Exhaust Centre
      13.   Gibson Property    Callander Road          STG49065           Kwik Fit Tyre &          Freehold         N/A                             5,623             50     Secondary     £32,500        £500,000
            Holdings Limited – Falkirk                 Falkirk FK1 1XS                             Exhaust Centre
      14.   Gibson Property    Watling Street          K249268            Kwik Fit Tyre &          Freehold         N/A                             8,992             50     Secondary     £72,500      £1,140,000
            Holdings Limited – Gillingham                                 Exhaust Centre
            Gillingham         ME7 2YS




111
                                                                                                                                                                                  Valuation




112
                                                                         Property                                                       Approximate                                    as at
                                                      Registered legal   description       Freehold/        Tenure of                         age of    Building     Annual     28 February
      No.   Property name      Physical address       description        and use           Leasehold        leasehold   Rentable area      buildings       grade    Net rent          2010
                                                                                                                                (sq ft)       (years)                     (£)             (£)
      15.   Gibson Property    94 Baillieston Road    GLA14190           Kwik Fit Tyre &   Freehold         N/A                4,709             30     Secondary   £30,111        £475,000
            Holdings Limited – Mount Vernon                              Exhaust Centre
            Mount Vernon       Glasgow G32 0TH
      16.   Gibson Property    2196 Paisley Road      GLA96810           Kwik Fit Tyre &   Freehold         N/A                5,250             30     Secondary   £30,500        £475,000
            Holdings Limited – West Cardonald                            Exhaust Centre
            Cardonald          Glasgow G52 3SJ
      17.   Gibson Property    151 Forton Road        HP266279           Kwik Fit Tyre &   Freehold         N/A                4,953             40     Secondary   £30,374        £485,000
            Holdings Limited – Gosport PO12 3HB                          Exhaust Centre
            Gosport
      18.   Gibson Property    Bo’Ness Road           STG44847           Kwik Fit Tyre &   Freehold         N/A                4,777             50     Secondary   £25,700        £385,000
            Holdings Limited – Grangemouth                               Exhaust Centre
            Grangemouth        FK3 9BJ
      19.   Gibson Property    Units 1 and 2          REN2041            Kwik Fit Tyre &   Freehold         N/A               13,468             30     Secondary   £62,000        £950,000
            Holdings Limited – 70 – 90                                   Exhaust Centre
            Greenock           Dalrymple Street
                               Greenock
                               PA15 1HU
      20.   Gibson Property    50 Union Street        LAN1550            Kwik Fit Tyre &   Freehold         N/A                6,766             20     Secondary   £49,555        £750,000
            Holdings Limited – Hamilton                                  Exhaust Centre
            Hamilton           ML3 9AA
      21.   Gibson Property    47 – 53 Hull Road      YEA35286           Kwik Fit Tyre &   Freehold         N/A                4,621             10     Secondary   £22,350        £350,000
            Holdings Limited – Hull                   Hull HU10 6SP                        Exhaust Centre
      22.   Gibson Property    40 Milburn Road        INV8919            Kwik Fit Tyre &   Freehold         N/A                4,562          40/20     Secondary   £25,900        £375,000
            Holdings Limited – Inverness IV2 3TR                         Exhaust Centre
            Inverness
      23.   Gibson Property    7 Quarry Road          AYR15352        Kwik Fit Tyre &      Freehold         N/A                4,474             20     Secondary   £22,000        £350,000
            Holdings Limited – Irvine                 Irvine KA12 0TE                      Exhaust Centre
      24.   Gibson Property    Carmondean Centre      WLN33334           Kwik Fit Tyre &   Freehold         N/A                7,137             20     Secondary   £45,351        £700,000
            Holdings Limited – Livingstone                               Exhaust Centre
            Livingstone        EH54 8PT
      25.   Gibson Property    244 Henver Road        CL128878           Kwik Fit Tyre &   Freehold         N/A                4,486             30     Secondary   £31,000        £475,000
            Holdings Limited – Newquay TR7 3EH                           Exhaust Centre
            Newquay
      26.   Gibson Property    27 – 31 Canal Street   PTH22687           Kwik Fit Tyre &   Freehold         N/A                5,952             50     Secondary   £30,000        £440,000
            Holdings Limited – Perth PH2 8LF                             Exhaust Centre
            Canal Street
                                                                                                                                                                                   Valuation
                                                                        Property                                                         Approximate                                    as at
                                                     Registered legal   description          Freehold/       Tenure of                         age of    Building     Annual     28 February
      No.   Property name         Physical address   description        and use              Leasehold       leasehold   Rentable area      buildings       grade    Net rent          2010
                                                                                                                                 (sq ft)       (years)                     (£)             (£)
      27.   Gibson Property    65 – 67 Main Street   PTH22685           Kwik Fit Tyre &      Freehold        N/A                5,076             50     Secondary    £37,000       £550,000
            Holdings Limited – Bridgend                                 Exhaust Centre
            Main Street        Perth PH2 7HD
      28.   Gibson Property    Richmond Walk         DN114088           Vacant Tyre &        Freehold        N/A                3,899             50     Secondary    £26,878       £350,000
            Holdings Limited – Devonport                                Exhaust Centre
            Plymouth           Plymouth PL1 4LL
      29.   Gibson Property    Washway Road          GM338678           Carpet shop          Freehold        N/A                2,877             50     Secondary    £18,548       £300,000
            Holdings Limited – Sale                  Sale M33 6RH
      30.   Gibson Property    Bearwood Road         WM689140           Kwik Fit Tyre &      Freehold        N/A                4,338             10     Secondary    £28,000       £445,000
            Holdings Limited – Smethwick B66 4DP                        Exhaust Centre
            Smethwick
      31.   Gibson Property    Swan Street           LL51573            Kwik Fit Tyre &      Freehold        N/A                3,778             30     Secondary    £25,000       £385,000
            Holdings Limited – Spalding PE11 1BT                        Exhaust Centre
            Spalding
      32.   Gibson Property    Lichfield Road        SF321723          Kwik Fit Tyre &       Freehold         N/A              10,119             50     Secondary   £100,263     £1,400,000
            Holdings Limited – Stafford              Stafford ST17 4JZ                       Exhaust Centre &
                                                                       Johnson Cleaners
                                                                       (UK) Ltd
      33.   Gibson Property    179 Heaton Lane       GM916959/60        Kwik Fit Tyre &      Freehold        N/A               10,446             50     Secondary    £62,000       £925,000
            Holdings Limited – Stockport SK4 1AR                        Exhaust Centre &
            Stockport                                                   Tow Bar Centre
      34.   Gibson Property    Metropolitan Drive    LA582770           Tyre & Exhaust       Freehold        N/A                8,457             20     Secondary    £76,512     £1,250,000
            Holdings Limited – Blackpool FU3 9JO                        Centre and
            Blackpool                                                   vacant retail unit
      35.   Gibson Property    Washway Road          GM338678           Carpet shop          Freehold        N/A                2,877             50     Secondary    £18,548       £300,000
            Holdings Limited – Sale                  Sale M33 6RH
      Aggregate Portfolio Value                                                                                                                                                  44,295,000




113
PRIVATE AND CONFIDENTIAL

The Directors                                                                  Paul Harvey MRICS
Redefine Properties International Limited                                      Director
3rd Floor                                                                      BNP Paribas Real Estate (Jersey) Limited
Redefine Place                                                                 4th Floor Conway House
2 Arnold Road                                                                  Conway Street
Rosebank                                                                       St Helier
South Africa
2196                                                                           Tel:       +44 (0) 1534 629 001
                                                                               Fax:       +44 (0) 1534 629 011
5 August 2010                                                                  Email:     Paul.harvey@bnpparibas.com

Dear Sirs

INDEPENDENT VALUERS’ REPORT OF THE PROPERTY HELD BY REDEFINE INTERNATIONAL LIMITED
(“REDEFINE INTERNATIONAL”) AND IT’S SUBSIDIARIES WHICH IS LOCATED AT 25 – 26 ESPLANADE,
ST HELIER, JERSEY

In accordance with the signed terms of engagement dated 18 February 2010, I confirm that we have visited and inspected the
property listed in the attached schedule (“the property”) on 28 February 2010 and have received all necessary details required
to perform a valuation in order to provide you with our opinion of the market value as at 28 February 2010.

1.    INTRODUCTION
      The valuation of the property has been carried out by the valuer who has carefully considered all aspects of all the
      property. The property has a report which has been given to the management of Redefine International. The detailed
      report include commentary on the current economy, nature of the properties, locality, tenancy, risk profile, forward rent
      and earning capability and exposure to future expenses and property risk. All these aspects have been considered in the
      individual valuation report of the property. The detailed report has further addressed the tenancy income capability for
      the property and tenant. The value thus indicates the market value for the property which is detailed in the detailed report
      and which has been summarised on a summary schedule, attached hereto, for the property. There is one property and
      the important aspects of the detailed valuation report including the property market value have been summarised in the
      attached schedule.

2.    BASIS OF VALUATION
      The valuation is based on Market Value.
      Market Value is an internationally recognised basis and is defined as:
      “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a
      willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably,
      prudently and without compulsion.”

3.    VALUE CALCULATION
      The calculation of the Market Value of the property has been based on the income capitalisation approach. This is the
      fundamental basis on which commercial income producing properties are traded on the market in the Jersey. This is also
      due to there being strong supporting evidence of market rental rates and capitalisation rates which are evidenced by sales
      in the market.
      Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an
      accurate determinant of the capitalisation rate.
      The consideration for the capitalised valuation is as follows:
      3.1   calculating the forward cash flow of all contractual and other income from the properties;
      3.2   calculating the forward contractual and other expenditure as well as provisions for various expenses;
      3.3   the current area vacancy as a percentage of the property is low. In order to apply a conservative approach, I have
            deducted approximately 0% of the net income as a provision for rental that may not be collected as a consequence
            of vacancy, tenant failure or tenant refitting during the course of the coming year;



114
     3.4   there is no loss of rental due to renovations or refurbishments currently being carried out on the buildings. There
           is, however, ongoing external maintenance work. There is no loss of rental as a result of these activities;
     3.5   the market rentals are market related. This has been determined by comparing similar buildings in comparable areas
           to the properties valued, in terms of rental per square metre/square feet. The property is not over-rented. There is
           therefore potential for rental flow reversion. There is a positive upside potential for real growth in rental, given the
           fixed uplifts and the prevailing market rental levels for similar type property in the locality. This is provided that
           the economy remains in a slow recovery pattern as currently being experienced as that there are no major economic
           fluctuations which may upset the economy;
     3.6   capitalising the net contractual income derived from the property up to the date of first review and apply a
           reversionary rental thereafter;
     3.7   the valuation has considered transactional evidence regarding rental values. It has also considered numerous other
           similar properties in order to determine if the property is over rented;
     3.8   various provisions for capital contingencies such as costs of purchase have been deducted from the capitalised value;
     3.9   the property has been valued based on its existing use. No alternative use for the property has been considered in
           determining its market value.

4.   BRIEF DESCRIPTION
     The Property under appraisal comprises an imposing, modern, self contained, multi-storey, purpose built office building
     that was completed in mid 2000 to BCO Cat A standard throughout with office accommodation generally arranged
     over five storeys together with car parking provision in the basement. The building is multi let with three main tenants
     currently in occupation. It is fully tenanted as at the date of valuation. All leases are drawn on modern FRI lease terms
     with a Service Charge provision in respect of the common parts.
     In respect of the property, the current net annual rental received and the estimated future net market rentals at specified
     dates and for specified periods are included in the valuation report.


5.   VALUATION QUALIFICATIONS
     Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised;
     leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant;
     potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain
     the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease recordals whereby
     the lease may be disputed or rendered invalid.
     I have, to the best of my knowledge, considered all of these aspects in the valuation of the property. The property is not
     prejudiced in value by the influence of the above factors.
     The valuer is however not responsible for the competent daily management of the property that will ensure that this status
     is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely
     impact on the integrity of the property or the tenant profile.


6.   BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the property
     or where there may be a benefit in options held.


7.   INTRA-GROUP LEASES
     Having reviewed and inspected all the tenant leases it is noted that there are no intra-group leases.


8.   CURRENT STATE OF DEVELOPMENT
     The property is not currently being developed.


9.   OPTIONS
     To the best of my knowledge, there are no options to purchase the property held by any other party.



                                                                                                                               115
10. EXTERNAL PROPERTY
      The property is situated outside the Republic of South Africa. The property is located in a prime office location in the
      heart of Jersey’s evolving new professional and financial centre along the Esplanade area of St Helier.

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY
      A full valuation report is available detailing tenancy, town planning, valuer’s commentary and other details. This has been
      given to the directors of Redefine International.


12. ALTERNATIVE USE FOR THE PROPERTY
      I have valued the property in accordance with its existing use which represents its Market Value.


13. OTHER COMMENTS
      To my knowledge there are no contractual arrangements on the property other than the leases as detailed in the report
      that have a major benefit or are detrimental to the fundamental value base of the property.
      Our valuation excludes any amounts of Value-Added Tax, transfer duty, or securities transfer duty.

14. CAVEATS

      14.1 Source of information and verification
            Information on the property regarding rental income has been provided to me by the current owners and their
            managing agents.
            I have not been furnished with Service Charge expenditure in relation to the property by the managing agents
            however I assume such expenditure is in line with a modern building of this age and nature.

      14.2 Full disclosure
            This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the
            valuation have been made to myself.
            I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 14.3 below.

      14.3 Leases
            Our valuation has been based upon a thorough review, examination and summary of actual tenants’ leases (which
            includes material lease terms such the repairing obligations, Net Internal Areas, fixed rental increases, break options)
            and other pertinent details supplied to me by the managing agents, Robson Property, or Redefine International
            which I have comprehensively relied upon for the purpose of undertaking the valuation.

      14.4 Lessee’s credibility
            In arriving at our valuation, cognizance has been taken of the lessee’s security, covenant strength and rating.

      14.5 Mortgage bonds, loans, etc.
            The property has been valued as if wholly-owned with no account being taken of any outstanding monies due in
            respect of mortgage bonds, loans and other charges. Normal allowances have been made in our valuation for costs
            of acquisition (as is normal practice in the local market).
            The valuation is detailed in a completed state and no deductions have been made for retention or any other set-off
            or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the property.

      14.6 Calculation of areas
            All areas quoted within the detailed valuation report are those stated in the relevant lease documentation. We have
            taken check measurements on site and are satisfied the areas in the respective leases are fair and reasonable.




116
    14.7 Structural condition
          The property has been valued in its existing state. I have not carried out any structural surveys, nor inspected those
          areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other services.

    14.8 Contamination
          We have not made detailed enquiries into the previous uses or to establish whether or not contamination is present.
          However as a result of our normal inspection and other enquiries in connection with this valuation, we are not aware
          of any potential contamination. Accordingly, our valuation assumes that there is no current or latent contamination
          that could adversely affect the property.
          The valuation assumes that a formal environmental assessment is not required and further that the property is not
          environmentally impaired or contaminated, unless otherwise stated in our report.

    14.9 Town planning
          We have made informal enquiries with the local Planning department and the information obtained is assumed
          to be correct. No local searches will be instigated. Except where stated to the contrary, we shall assume that there
          is no local authority planning or highway proposals that might involve the use of compulsory purchase powers or
          otherwise directly affect the property.
          As far as we are aware there is no contravention of any statutory regulation, or town planning local authority
          regulation or contravention of title deed relating to the property that could decrease the value of the property as
          stated.


15. MARKET VALUE
    I am of the opinion that the Market Value of the property as at 28 February 2010 is £23,700,000 (Twenty three million
    seven hundred thousand pounds sterling). The Market Value is our estimate of the price that would be agreed, with no
    adjustment made for the costs that would be incurred by the parties in any transaction, including any liability for VAT,
    stamp duty or other taxes. It is also gross of any mortgage or similar financial encumbrance.
    There has been no material changes in circumstances between the date of the valuation and the date of this valuation
    report that would affect the valuation.
    A summary of the individual valuation and details of the property is attached.
    I have more than 10 years experience in the valuation of all nature of property and I am qualified to express an opinion
    on the Market Value of the property.
    I trust that I have carried out all instructions to your satisfaction and thank you for the continuing opportunity of
    undertaking this valuation on your behalf.


Yours faithfully,


For and on behalf of BNP Paribas Real Estate (Jersey) Limited
Paul Harvey BSc (Hons) MRICS
Chartered Surveyor
Registered Professional Valuer (no. 0852868)




                                                                                                                           117
      SCHEDULE OF PROPERTIES




118
                                                                                                                                                                                                           Net rent for     Valuation
                                                              UPRN                                                                 Tenure of                            Approximate                    the period from           as at
                                                              (Unique Property         Property            Freehold/               leasehold             Rentable             age of       Building        1 May 2009     28 February
      No          Property name         Physical address      Reference Number)        Use                 Leasehold                 Interest                 area         building           grade   to 30 April 2010*         2010
                                                                                                                                                            (sq/ft)
          1.      25 – 26 Esplanade 25 – 26 Esplanade         69206091,                Office &            Freehold                      N/A               59,352     Built mid 2000       Grade A         £1,630,600     £23,700,000
                                    St Helier, Jersey         69206092,                Premises
                                                              69206093,
                                                              69206094
      *        The first rent review on part of the property falls due with effect from 1 May 2010. At this time the net rental will be determined by reference to market rental levels.

      As the rent reviews are upward only the net rental cannot fall below the current figure of £1,630,600 p/a.
Dr Lübke GmbH, Baseler Str. 10, 60329 Frankfurt                            Consulting & Valuation
The Directors                                                              Senior Consultant
Redefine Properties International Limited                                  Marcus Badmann
3rd Floor
Redefine Place                                                             marcus.badmann@dr-luebke.com
2 Arnold Road                                                              www.dr-luebke.com
Rosebank
South Africa                                                               Baseler Str. 10
2196                                                                       Oval Office
                                                                           60329 Frankfurt

                                                                           Telefon:   +49 69 99991344
                                                                           Telefax:   +49 69 99991341

                                                                           Frankfurt, 05.08.2010

INDEPENDENT VALUER’S REPORT OF THE VARIOUS PROPERTIES HELD BY REDEFINE PROPERTIES
INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”)

Dear Sirs

In accordance with your instruction of 3 March 2010, I confirm that we have visited and inspected the 27 properties listed in
the attached schedule (“the properties”). Most of the properties were inspected during March 2010 and some of the properties
were inspected during June and July 2010. We have received all the necessary details required to perform a valuation in order
to provide you with my opinion of the properties’ market values as at 28 February 2010.
The properties were inspected as follows:
                                                                                           Valuation (R)
                                                                                                   as at
                                                                   Date of                 28 February Share of total
No. Property name                            City                  inspection                     2010         value(5)
 1.   Lidl Portfolio                         Aldenhoven            8 March 2010                 645,000           0,83%
 2.   Lidl Portfolio                         Aschaffenburg         9 March 2010               1,291,000           1,66%
 3.   Lidl Portfolio                         Delmenhorst           29 June 2010                 809,000           1,04%
 4.   Lidl Portfolio                         Heilbronn             5 July 2010                1,629,000           2,09%
 5.   Lidl Portfolio                         Marne                 29 June 2010                 522,000           0,67%
 6.   Lidl Portfolio                         Neumüster             29 June 2010               1,106,000           1,42%
 7.   Lidl Portfolio                         Recklinhause          29 June 2010                 820,000           1,05%
 8.   Lidl Portfolio                         Tarp                  30 June 2010                 493,000           0,63%
 9.   Lidl Portfolio                         Windeck               29 June 2010                 643,000           0,83%
10.   Lidl Portfolio                         Brandenburg           6 July 2010                  949,000           1,22%
11.   Ciref Berlin 1 Ltd                     Uelzen (1)            11 March 2010              2,522,000           3,24%
12.   Ciref Berlin 1 Ltd                     Uelzen (17)           11 March 2010              2,359,000           3,03%
13.   Ciref Berlin 1 Ltd                     Bünde                 10 March 2010              2,784,000           3,58%
14.   Lidi Portfolio                         Sassenberg            9 March 2010               1,175,000           1,51%
15.   Ciref Berlin 1 Ltd                     Aachen                8 March 2010               4,208,000           5,41%
16.   Ciref German Portfolio Ltd             Bremervörde           11 March 2010              4,613,000           5,93%
17.   Premium Portfolio 2 Ltd & Co. KG       Mölln                 11 March 2010              5,886,000           7,56%
18.   Premium Portfolio Ltd & Co. KG         München               3 March 2010               6,177,000           7,93%
19.   Premium Portfolio 2 Ltd & Co. KG       Bruckmühl             3 March 2010               6,577,000           8,45%
20.   Premium Portfolio Ltd & Co. KG         Leipzig               11 March 2010              8,149,000          10,47%
21.   Premium Portfolio 2 Ltd & Co. KG       Frankfurt             9 March 2010               2,591,000           3,33%
22.   Premium Portfolio Ltd & Co. KG         Eilenburg             11 March 2010              3,926,000           5,04%
23.   Inkstone                               Wuppertal             9 March 2010               2,741,000           3,52%
24.   Inkstone                               Hamburg               11 March 2010              1,595,000           2,05%
25.   Inkstone                               Wedel                 11 March 2010              3,813,000           4,90%
26.   Inkstone                               Bad Salzuflen         10 March 2010              2,620,000           3,37%
27.   CEL                                    Bremen                10 March 2010              7,210,000           9,26%
                                                                                         77,853,000,00          100.00%



                                                                                                                        119
1.    INTRODUCTION
      The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the
      properties. These properties have a detailed report which has been given to the directors of Redefine International. The
      detailed report includes commentary on the current economy, nature of the properties, locality, tenancy, risk profile,
      forward rent and earning capability and exposure to future expenses and property risk. All these aspects have been
      considered in the valuation report of the properties. The detailed report has further addressed the tenancy income capability
      and expenditure for each property and tenant. Historic expenditure profile as well as future expenditure increases have
      been considered. The value thus indicates the market value for each property which is detailed in the detailed report and
      which has been summarised on a summary schedule, attached hereto, for each property. There are 27 properties and the
      important aspects of the detailed valuation report including the property market value for all of the properties have been
      summarised in the attached schedule.


2.    BASIS OF VALUATION
      The valuation is based on the market value. Market value means the estimated amount for which a portfolio would be
      exchanged on the date of valuation, between a willing buyer and a willing seller in an arm’s length transaction after proper
      marketing wherein the parties each acted knowledgeably, prudently and without compulsion.


3.    VALUE CALCULATION
      The calculation of the market value of these properties has been based on the discounted cash flow method. The
      discounted cash flow value has been calculated for each property.
      The considerations for the discounted cash flow method are as follows:
      3.1   Current Rents and Market Rents
            The DCF-valuation is based on current rents according to the provided database. From the current lease situation
            the monthly rents (net of tax) and average rents per sqm were used in combination with market rents for vacant
            lettable spaces and for relettings after tenant turnovers.

      3.2   Inflation Rate and Rent Indexation
            It is assumed that the rental increase during the fixed lease term will follow the indexation according to the rental
            contracts whereby the rent increases in connection to the inflation rate.

      3.3   Property Management Costs
            Management costs are costs of labour required to maintain property and installations, costs for supervision and
            administration, and costs for annual report and business management on behalf of the owner. Management costs
            depend on the type of property, the division of the object of valuation into usable units, and the local conditions,
            all of which may differ considerably between properties. The property management were given by the client

      3.4   Non-recoverable Operating Costs
            Operating costs are running costs generated in the course of ownership and proper operation of the property,
            its structural and other installations (§18 section 3 of WertV Valuation Regulations).These costs must only be
            considered for valuation purposes to the extent to which they cannot be charged to the tenants (are not recoverable).
            The “Betriebskostenverordnung” (operating cost ordinance) contains a list of recoverable operating costs for
            residential space. The non-recoverable operating costs were given by the client

      3.5   Loss of Rental Income Risk (Letting Risk) and Vacancy Costs
            Basis of the DCF-valuation is the calculation of the potential gross rental income for all units. It has to be reduced
            by those rental revenues, which cannot be realised. The letting risk is the risk of loss of yield (loss of rent) due to rent
            reductions, uncollectible backlogs of payments, or vacancies. Therefore, the letting risk also includes the continuing
            operating costs associated with vacancies. The letting risk is also used to cover the legal costs for delay of payment,
            termination of tenancy or eviction. Backlogs of payments, compensations or surcharges due must also be included
            under letting risks. The level of letting risks depends on the condition of the property, its type and the local market
            conditions. The Loss of Rental Income Risk is taken into account by the risk premium as part of the discount rate
            and the capitalisation rate.




120
     3.6   Repairs and Maintenance
           Maintenance costs are costs that occur as a consequence of wear, age and weather impact in order to keep the
           structures in a condition that is adequate for their purpose during their entire useful life. The maintenance costs
           include running costs of maintenance as well as costs used for repair and replacement of individual structural
           elements. Regarding the lease contracts of the portfolio majors part of the maintenance costs is covered by the
           commercial tenants as they are obliged to take care of repairs and maintenance in consideration to the rented space.
           Therefore the proprietor has to make up for the costs for repairs and maintenance expenses regarding the structure
           and the outer shell of the construction.

4.   SPARE LAND
     There are no properties with large tracts of vacant zoned and serviced spare land that is intended to be planned or built
     up to our knowledge. To a minor degree there might be opportunities for enlargements or extensions which are not
     considered as spare land to be used independently from the subject properties for project developments.

5.   BRIEF DESCRIPTION
     Please see the attached schedule of properties.
     The properties have been very well constructed, have in an all-over consideration good architectural merit, aesthetic
     appeal, sufficient parking facilities and are virtually almost fully tenanted. The leases tend to be of a general contractual
     rental nature with provision for the recovery of services consumed by the lessee’s and turnover rental from various retail
     outlets. Escalations are market related. The properties are generally well visible and can easily be discovered.
     In respect of the properties, the current net annual rental and the estimated future net annual rentals at specified dates
     and for specified periods are included in the valuation report for each individual property.

6.   VALUATION QUALIFICATIONS
     Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised;
     leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant;
     potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain
     the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease recordals whereby
     the lease may be disputed or rendered invalid.
     I have, to the best of my knowledge, considered all of these aspects in the valuation of all the properties. There are no
     properties that are prejudiced in value by the influence of the above factors.
     The valuer is, however, not responsible for the competent daily management of these properties that will ensure that
     this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
     adversely impact on the integrity of the buildings or the tenant profile.

7.   OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
     or where there may be a benefit in options held.
     I am unaware of any options in favour of any parties for any purchase of any of the properties.

8.   INTRA-GROUP LEASES
     According to information provided by the client and after having inspected all the tenant schedules there seem to be no
     intra-group leases.

9.   CURRENT STATE OF DEVELOPMENT
     There are no properties which are currently being developed. However, there might be spare land capacity that could
     potentially be used for expansion on certain properties.

10. EXTERNAL PROPERTY
     All of the properties are situated outside the Republic of South Africa.




                                                                                                                               121
11. OTHER GENERAL MATTERS AND VALUATION SUMMARY
      A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary,
      expenditure and other details. This has been given to the directors of Redefine International.

12. ALTERNATIVE USE FOR A PROPERTY
      I have valued the properties in accordance with their existing use which represents their market value. No alternative use
      for the properties has been considered in determining their values.


13. OTHER COMMENTS
      To my knowledge there are no contractual arrangements on the properties other than the leases as detailed in the report
      that have a major benefit or are detrimental to the fundamental value base of the properties. Our valuation excludes any
      amounts of Value-added Tax, transfer duty, or securities transfer duty.


14. CAVEATS
      14.1 Source of information and verification
            Information on the properties regarding rental income, recoveries, turnovers and other income detail has been
            provided to me by the current owners and their managing agents. I have further compared certain expenditures
            given to me to market norms of similar properties and the historic expenditure levels of the properties themselves.
            Historical contractual expenditures and municipal services are compared to the past performance of the properties
            in order to assess potential expenditure going forward.

      14.2 Full disclosure
            This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the
            valuation have been made to myself.
            I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 14.3 below.

      14.3 Leases
            Our valuation has been based on a review of actual tenants’ leases (which includes material terms such as repairing
            obligations, escalations, break options) and other pertinent details supplied to us by the managing agents and by
            Redefine International.

      14.4 Lessee’s credibility
            In arriving at our valuation, cognizance has been taken of the lessee’s security and rating. In some cases this has
            influenced the discount or capitalisation rate by way of a risk consideration.

      14.5 Mortgage bonds, loans, etc.
            The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due
            in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs
            of acquisition.
            The valuation is detailed in a completed state and no deductions have been made for retention or any other set-
            off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the
            properties.

      14.6 Calculation of areas
            All areas quoted within the detailed valuation reports are those stated in the information provided by the client. To
            the extent that plans were not available, reliance was placed on the information submitted by the managing agents.

      14.7 Structural condition
            The properties have been valued in their existing state. I have not carried out any structural surveys, nor inspected
            those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other
            services.



122
14.8 Valuation assumes that a formal environmental assessment is not required and further that none of the properties
     are environmentally impaired or contaminated, unless otherwise stated in our report.
14.9 Town planning
      Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions
      and restrictions and the properties have been checked against such conditions. This is to ensure that they comply
      with town planning regulations and title deeds. There do not appear to be any infringements of local authority
      regulations or deeds by any of the property.
      The valuation has further assumed that the improvements have been erected in accordance with the relevant Building
      and Town Planning Regulations and on inspection it would appear that the improvements are in accordance with
      the relevant town planning regulations for these properties.
      There is no contravention of any statutory regulation, or town planning local authority regulation or contravention
      of title deed relating to any of the properties which infringement could decrease the value of the properties as stated.
      No. City                                                                                      Building Permission
       1.   Aldenhoven                                                                                            Provided
       2.   Aschaffenburg                                                                                         Provided
       3.   Delmenhorst                                                                                           Provided
       4.   Heilbronn                                                                                             Provided
       5.   Marne                                                                                                 Provided
       6.   Neumünster                                                                                            Provided
       7.   Reclinghausen                                                                                         Provided
       8.   Tarp                                                                                                  Provided
       9.   Windeck                                                                                               Provided
      10.   Brandenburg                                                                                           Provided
      11.   Uelzen 1                                                                                              Provided
      12.   Uelzen 17                                                                                             Provided
      13.   Bünde                                                                                                 Provided
      14.   Sassenberg                                                                                            Provided
      15.   Aachen                                                                                                Provided
      16.   Bremervörde                                                                                           Provided
      17.   Mölln                                                                                                 Provided
      18.   München                                                                                               Provided
      19.   Bruckmühl                                                                                             Provided
      20.   Leipzig                                                                                               Provided
      21.   Frankfurt                                                                                             Provided
      22.   Eilenburg                                                                                             Provided
      23.   Wuppertal                                                                                             Provided
      24.   Hamburg                                                                                               Provided
      25.   Wedel                                                     Documents requested – Dr Lübke assumes legality
      26.   Bad Salzuflen                                                                                         Provided
      27.   Bremen-Gröpelingen                                                                                    Provided




                                                                                                                         123
15. MARKET VALUE
      I am of the opinion that the aggregate market value of the properties as at 28 February 2010 e77,853,000 (excluding
      VAT). A summary of the individual valuations and details of each of the properties is attached.
      I have more than 10 years experience in the valuation of all nature of property and I am qualified to express an opinion
      on the fair market value of the properties.
      I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this
      valuation on your behalf.
      To the best of our knowledge and belief and based on disclosures from Redefine International there have been no material
      changes in circumstances between the date of the valuation and the date of the valuation report which would affect the
      valuation.


Yours faithfully,


for Dr. Lübke GmbH
Marcus Badmann MRICS
Member No. 1282154




124
      SCHEDULE OF PROPERTIES

                                                                                                                                                                      Net rent for
                                                                                                                                                                       the period
                                                                                                                                              Approximate                1 March       Valuation Shareholding
                                                                                                                                                   age of,                2010 to           as at      held by
                                                                         Registered legal                      Freehold/   Tenure of Rentable    buildings Building   28 February    28 February     Redefine
      No.   Property name        City             Physical address       description        Property use       Leasehold   leasehold     area        years    grade         2011           2010* International
                                                                                                                                         (m²)                                                 (e)          (%)
       1.   Lidl Portfolio       Aldenhoven       52457 Aldenhoven       306A               Beverage store      Freehold       N/A       610           16        B         58,800       645,000        100.00
                                                  Blumenstr. 3
       2.   Lidl Portfolio       Aschaffenburg    63741 Aschaffenburg    302/13249          Beverage store      Freehold       N/A       979           13        B         96,000      1,291,000       100.00
                                                  Lange Str. 50
       3.   Lidl Portfolio       Delmenhorst      27751 Delmenhorst      30925              Beverage store      Freehold       N/A       835           13        B         61,200       809,000        100.00
                                                  Bremer Str. 302
       4.   Lidl Portfolio       Heilbronn        74081 Heilbronn        48870              Drug store          Freehold       N/A      1110           10        B        116,280      1,629,000       100.00
                                                  Kreuzäckerstr. 6
       5.   Lidl Portfolio       Marne            25707                  1141, 2195,        Clothes discount    Freehold       N/A       844           13        B         36,000       522,000        100.00
                                                  Marne Westerstr. 30    1850               store
       6.   Lidl Portfolio       Neumünster       24536 Neumünster       16757A             Mixed market        Freehold       N/A       972           19        B        100,778     1,,106,000       100.00
                                                  Kieler Str. 385
       7.   Lidl Portfolio       Recklinghausen   45663 Recklinghausen   8377, 11349,       Pet shop            Freehold       N/A       850           12        B         60,000       820,000        100.00
                                                  Marienstr. 1b          9835
       8.   Lidl Portfolio       Tarp             24963 Tarp             1038               clothes discount    Freehold       N/A       980           13        B         46,980       493,000        100.00
                                                  Wanderuper Str. 17                        store
       9.   Lidl Portfolio       Windeck          51570 Windeck          3733               Beverage store      Freehold       N/A      1040           13        B         57,690       643,000        100.00
                                                  Gerhard-
                                                  Hauptmann-Str. 2 – 6
      10.   Lidl Portfolio       Brandenburg      14776 Brandenburg      167/8155           Pet food and        Freehold       N/A       866            3        A         72,840       949,000        100.00
                                                  Potsdamer Str. 23                         beverage store
      11.   Ciref Berlin 1 Ltd   Uelzen (1)       29525 Uelzen           11032              Discount market,    Freehold       N/A      1370           10        B        180,995      2,522,000       100.00
                                                  Hauenriede 1                              pet and
                                                                                            gardening shop
      12.   Ciref Berlin 1 Ltd   Uelzen (17)      29525 Uelzen           11462              Beverage market,    Freehold       N/A      2121           14        B        217,817      2,359,000       100.00
                                                  Hauenriede 17                             pet shop
      13.   Ciref Berlin 1 Ltd   Bünde            32257 Bünde            1540               Supermarket         Freehold       N/A      1432            9        B        195,290      2,784,000       100.00
                                                  Luebecker Str. 74
      14.   Lidl Portfolio       Sassenberg       48336 Sassenberg       –                  Supermarket         Freehold       N/A       837           13        B        115,181      1,175,000       100.00
                                                  Lappenbrink 53




125
                                                                                                                                                                              Net rent for




126
                                                                                                                                                                               the period
                                                                                                                                                      Approximate                1 March         Valuation Shareholding
                                                                                                                                                           age of,                2010 to             as at      held by
                                                                              Registered legal                         Freehold/   Tenure of Rentable    buildings Building   28 February      28 February     Redefine
      No.    Property name         City              Physical address         description        Property use          Leasehold   leasehold     area        years    grade         2011             2010* International
                                                                                                                                                 (m²)                                                   (e)          (%)
      15.    Ciref Berlin 1 Ltd    Aachen            52078 Aachen             5408               Retail market          Freehold       N/A      2723           10        B        332,838        4,208,000       100.00
                                                     Heusstr. 4 u. 4a                            and gym
      16.    Ciref German          Bremervörde       27432 Bremervörde        7773               Beverage store,        Freehold       N/A      4469            7        A        367,987        4,613,000       100.00
             Portfolio Ltd                           Wesermünder Str. 60                         office, gym
      17.    Premium               Mölln             23879 Mölln              6399               Residential, office    Freehold       N/A      5040           18        B        450,084        5,886,000        50.00
             Portfolio 2 Ltd                         Wasserkrüger                                and retail
             & Co.KG                                 Weg 127 a+b
      18.    Premium               München           81541 München            37756/1186         Office, practice       Freehold       N/A      2223           16        B        386,246        6,177,000        50.00
             Portfolio Ltd                           Silberhornstr. 7/                           and retail
             & Co.KG                                 Tegernseer Pl. 5
      19.    Premium               Bruckmühl         83052 Bruckmühl          148/5464           DIY-superstore         Freehold       N/A      5899           14        B        499,461        6,577,000        50.00
             Portfolio 2 Ltd                         Pettenkoferstr. 15a
             & Co.KG
      20.    Premium               Leipzig           04357 Leipzig            3046               Neighbourhood          Freehold       N/A      5877           17        B        668,361        8,149,000        50.00
             Portfolio Ltd                           Mockauerstr. 123                            shopping centre
             & Co.KG
      21.    Premium               Frankfurt         60311 Frankfurt          Bezirk 1           Discount market Leasehold          97 years    1088            2        A        199,512        2,591,000        50.00
             Portfolio 2 Ltd                         Battonstr. 10 – 24
             & Co.KG                                 Allerheiligenstr. 7
      22.    Premium               Eilenburg         04838 Eilenburg          3881               Supermarket            Freehold       N/A      3727           17        B        352,269        3,926,000        50.00
             Portfolio Ltd                           Grenzstr. 34 – 35                           and retail
             & Co.KG
      23.    Inkstone              Wuppertal         42283 Wuppertal          6581               Discount market        Freehold       N/A      2603           37        C        252,044        2,741,000        59.51
                                                     Unterdörnen 91                              and clothes
      24.    Inkstone              Hamburg           22045 Hamburg            3342               Petrol station         Freehold       N/A      2339            3        A        117,597        1,595,000        59.51
                                                     Ahrensburger
                                                     Str. 183 – 187
      25.    Inkstone              Wedel             22880 Wedel              294, 313, 566      Petrol station and Freehold           N/A      5689            3        A        284,417        3,813,000        59.51
                                                     Rissener Str. 96 – 100                      fast food restaurant
      26.    Inkstone              Bad Salzuflen     32105 Bad Salzuflen      23271              Discount market        Freehold       N/A      1491            3        A        189,480        2,620,000        59.51
                                                     Herforder Str. 82
      27.    CEL                   Bremen            28237 Bremen             670                Neighbourhood          Freehold       N/A      3820            1        A        542,342        7,210,000        80.98
                                                     Gröpelinger Heerstraße                      shopping centre
                                                                                                                                                                                             77,853,000.00
      * valuation amounts based on 100 % value of the properties.
The Directors                                                                 Email:      gary.stephens@dtz.com
Redefine Properties International Limited                                     Direct tel: 0121 697 7225
3rd Floor                                                                     Direct fax: 0121 200 3022
Redefine Place
2 Arnold Road                                                                 Our ref:     JDP/GCS/jlt/1070G500
Rosebank
South Africa
2196
5 August 2010

Dear Sirs

INDEPENDENT VALUER’S REPORT OF THE 22 FUEL STATION INVESTMENT PROPERTIES HELD BY
REDEFINE PROPERTIES INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”) AND LOCATED IN
THE UNITED KINGDOM

In accordance with your instructions confirmed in our letter dated 22 February 2010, I confirm that we have visited and
inspected the twenty one freehold and one long leasehold properties listed in the attached schedule (“the properties”) during
February 2010 (Section 13.23(a)(iii) of the JSE Listings Requirements) and have received all necessary details required
to perform a valuation in order to provide you with my opinion of the properties’ market values as at 28 February 2010
(Section 13.23(c)).

1.   INTRODUCTION
     The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the
     properties. These properties each have a report which has been given to the management of Redefine International. The
     detailed report includes commentary on the industry sector and property investment market, the nature of the properties,
     locality, tenancy, risk profile, forward rent and earning capability and exposure to future expenses and property risk. All
     these aspects have been considered in the detailed valuation report. The detailed report has further addressed the tenancy
     income profile. There are 22 properties and the important aspects of the detailed valuation report including the rental
     profile and property market value for all of the properties are summarised in the attached schedule.


2.   BASIS OF VALUATION
     The valuation is based on the open Market Value.
     Market Value means the best price, at which the sale of an interest in a property may reasonably be expected to have been
     completed, unconditionally for a cash consideration on the date of valuation, assuming:
     2.1    a willing seller and a willing buyer in a market;
     2.2    that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property
            and the state of the market) for the proper marketing of the property, for the agreement of price and terms and for
            the completion of the sale;
     2.3    that the state of the market, level of values and other circumstances are, on any earlier assumed date of exchange of
            contracts, the same as on the date of the valuation.


3.   VALUE CALCULATION
     The calculation of the market value of these properties has been based on income capitalisation. This is the fundamental
     basis on which commercial income producing properties are valued in the United Kingdom. There is strong supporting
     evidence of open market rental rates and capitalisation rates which are evidenced by sales in the market and which justify
     this basis of valuation (Section 13.23(d)).
     Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an
     accurate determinant of the capitalisation rate.
     The discounted cash flow value has, however, also been calculated for each property as a check to ensure that the capitalised
     value calculated is consistent with market norms and expectations.




                                                                                                                             127
      The considerations for the capitalised valuations are as follows:
      3.1   calculating the forward cash flow of all contractual and other income from the properties;
      3.2   calculating the forward contractual and other expenditure as well as provisions for various expenses;
      3.3   the portfolio is fully occupied and let. There is therefore no provision for void periods;
      3.4   there is no loss of rental due to renovations or refurbishments currently being carried out on the buildings. There
            is, however, limited ongoing external maintenance work and some tenant installation fitting out that is currently in
            progress. There is no loss of rental as a result of these activities;
      3.5   generally the rentals are market-related. This has been determined by comparing similar petrol stations in
            comparable areas to the properties valued. There are no properties that are over-rented, or that cannot be re-rented
            at the same or higher rental rate should such property become vacant;
      3.6   capitalising the net contractual income derived from the properties with effect from the valuation date, 28 February
            2010, under the terms of the leases which incorporate regular fixed uplifts and also accounting for the reversionary
            value;
      3.7   the buildings have been valued in their existing use. No alternative use for the properties has been considered in
            determining their value.


4.    SPARE LAND
      All properties are demised in their entirety under the terms of the leases to Malthurst Fuels Limited. There is no additional
      or surplus land.


5.    BRIEF DESCRIPTION
      The portfolio comprises 22 petrol filling station investment properties located across England. Thirteen of the properties
      are in urban locations with frontage and access from roads, which carry high volumes of traffic. The remaining sites
      are in rural surroundings but with frontage to Trunk roads which carry high volumes of traffic. All properties are well
      constructed and fulfil their operational requirements in terms of design and specification.
      All properties are subject to a 20 year occupational lease to Malthurst Ltd. Each lease is on a full repairing and insuring
      basis and runs from June or July 2005. Schedules of condition are attached to the leases. There is a tenant break option
      at the end of the fifteenth year. The rents are payable exclusive of all out goings. The rent is increased every five years to
      the equivalent of 2.5% per annum compound.
      All the properties are leased and operated by the Tenant Malthurst Ltd, a 100% owned subsidiary of Malthurst (UK)
      Ltd, the Guarantor under the lease. Malthurst is the largest independent petrol retailer in the UK and currently operates
      around 300 petrol filling station sites.


6.    VALUATION QUALIFICATIONS
      Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised;
      leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant;
      potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain
      the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease records whereby
      the lease may be disputed or rendered invalid.
      We have, to the best of our knowledge, considered all of these aspects in the valuation of all the properties. There are no
      properties that are prejudiced in value by the influence of the above factors.
      The valuer is however not responsible for the competent daily management of these properties that will ensure that
      this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
      adversely impact on the integrity of the buildings or the tenant profile.
      There have been no material changes in circumstances between the date of the valuation and the date of this valuation
      report that would affect the valuation.




128
7.   OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
     or where there may be a benefit in options held (Section 13.23(g)).
     We are unaware of any options in favour of any parties for any purchase of any of the properties.


8.   INTRA-GROUP LEASES
     We are unaware of any intra-group leases.


9.   CURRENT STATE OF DEVELOPMENT
     There are no properties which are currently being developed.


10. OTHER GENERAL MATTERS AND VALUATION SUMMARY (Sections 13.30 and 13.31)
     A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary,
     expenditure and other details. This has been given to the directors of Redefine International.


11. CAVEATS
     11.1 Source of information and verification
           In undertaking our valuations, we have made a number of assumptions and have relied on certain sources of
           information. Where appropriate, Redefine International has confirmed that our assumptions are correct so far
           as they are aware. In the event that any of these assumptions prove to be incorrect then our valuations should be
           reviewed.

     11.2 Full disclosure
           This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the
           valuation have been made to us.
           We have to the best of our ability researched the market as well as taken the steps detailed in paragraph 11.3 below.

     11.3 Leases
           We have read all the leases provided to us by Redefine International and reflected these within our valuation. We
           have made an assumption that copies of all relevant documents have been sent to us and that they are complete
           and up to date.

     11.4 Lessee’s credibility
           In arriving at our valuation, cognizance has been taken of the lessee’s security and rating and we have reflected this
           in the applied capitalisation rates by way of a risk consideration.

     11.5 Mortgage bonds, loans, etc.
           The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due
           in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs
           of acquisition.
           The valuation is detailed in a completed state and no deductions have been made for retention or any other set-
           off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the
           properties.

     11.6 Calculation of areas
           All areas quoted within the detailed valuation reports have either been measured on site or measured from scale
           plans by qualified surveyors.




                                                                                                                            129
      11.7 Structural condition
            The properties have been valued in their existing state. We have not carried out any structural surveys, nor inspected
            those areas that are unexposed or inaccessible, neither have we arranged

      11.8 Contamination
            All sites within the portfolio have been investigated by SLR Consulting, Environmental Consultants who prepared
            detailed environmental package for each site which included an investigation, risk assessment and, where required,
            remedial action to a recognised standard suitable for use. SLR Consulting then issued Certificates of Suitability for
            Use following either quantitative risk analysis or remedial action and which provide SLR’s binding opinion on the
            condition of each site.
            The portfolio was acquired by Redefine International with the benefit of an appointment deed with SLR Consulting.
            The portfolio also has the benefit of an offsite insurance policy to cover any future claims from neighbouring
            properties. The policy is placed with XL Europe Limited for the period 15 July 2005 to 14 July 2015. The policy
            liability is up to £3 million per loss and £3 million total for all losses. These limits are in excess of the retention of
            £2 million for each loss and for all losses in the policy period and which is held on an escrow account shared with
            other policies.
            We have made an assumption that the information and opinions we have been given are complete and correct
            in respect of the properties and that further investigations would not reveal more information sufficient to affect
            value. We consider that this assumption is reasonable in the circumstances. However, purchasers may cause such
            further investigations to be made and if these were to reveal additional contamination then this might reduce the
            values now being reported.

      11.9 Town planning
            Verbal enquiries have been made of the relevant planning authorities in whose areas the properties lie as to the
            possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that
            could affect property values. The results of our enquiries have been included within our detailed report where
            relevant.
            We have made an assumption that the buildings have been constructed in full compliance with valid town planning
            and building regulations approvals, that where necessary they have the benefit of current Fire Risk Assessments
            compliant with the requirements of the Regulatory Reform (Fire Safety) Order 2005. Similarly, we have also made
            an assumption that the properties are not subject to any outstanding statutory notices as to their construction, use
            or occupation. Unless our enquiries have revealed the contrary, we have made a further assumption that the existing
            uses of the properties are duly authorised or established and that no adverse planning conditions or restrictions
            apply.
            No allowances have been made for rights, obligations or liabilities arising under the Defective Premises Act 1972,
            and we have made an assumption that the properties comply with all relevant statutory requirements.

12. MARKET VALUE
      We are of the opinion that the aggregate market value of the properties as at 28 February 2010 is £23,930,000 (twenty
      three million nine hundred and thirty thousand pounds) (excluding VAT). A summary of the individual valuations and
      details of each of the properties is attached.
      Jeremy D Payne BSc MRICS (RICS membership number 0068489) has more than 25 years’ experience in the valuation
      of all nature of property and is qualified to express an opinion on the market value of the properties.
      We trust that we have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking
      this valuation on your behalf.


Yours faithfully,


Jeremy D Payne MRICS
Director
For and on behalf of
DTZ Debenham Tie Leung Limited



130
      SCHEDULE OF PROPERTIES

                                                                                                                                  Net Rent                                        Market
                                                                                                                                per annum                                           Value
                                                            Property                                             Approximate          as at                                          as at
            Property                            Title       Description      Freehold/   Tenure of                    Age of   28 February     Net Rent   Net Rent   Net Rent 28 February
      No.   Name           Physical Address     Number      and Use          Leasehold   Leasehold     Site Area    Building          2010       Year 5    Year 10    Year 15       2010 Shareholding
                                                                                                          (Sq Ft)                        (£)                                            (£)
       1.   Ashington      Morpeth Road         ND63058     Petrol filling   Freehold    N/A             24,394        1989         88,000      99,564    112,647    127,450    1,440,000       100%
                           Ashington                        station
                           NE63 8PX
       2.   Barnetby       A18/M180             HS299733    Petrol filling   Freehold    N/A             35,477        1992        100,000     113,141    128,008    144,830    1,640,000       100%
                           Interchange                      station
                           Barnetby
                           DN20 0PA
       3.   Bilborough     A64 Eastbound        NYK117795   Petrol filling   Freehold    N/A             35,719        1989         60,000      67,884     76,805     86,898     935,000        100%
                           Tadcaster                        station
                           LS24 8EG
       4.   Crown          Penistone Road       SYK285564   Petrol filling   Freehold    N/A             23,522        1992         65,000      73,542     82,005     94,139    1,020,000       100%
                           Sheffield, S30 4JB               station
       5.   Eynsham        A40 Eynsham          ON232320    Petrol filling   Freehold    N/A             26,572        1983         73,000      82,593     93,446    105,726    1,140,000       100%
                           Oxfordshire                      station
                           OX8 1EN
       6.   Gateshead      Sunderland Road      TY238411    Petrol filling   Freehold    N/A              9,104        1988         65,000      73,542     83,205     94,139    1,020,000       100%
                           Gateshead                        station
                           NE10 8HE
       7.   Jolly Sailor   49 Houndslow         NGL13989    Petrol filling   Freehold    N/A             17,903        1993         58,000      65,622     74,245     84,001     950,000        100%
                           Road, Hanworth                   station
                           TW13 6QA
       8.   Jorvick        Lawrence Street      NYK97431    Petrol filling   Freehold    N/A             13,024        1990         42,000      47,519     53,764     60,829     655,000        100%
                           York, YO1 3EB                    station
       9.   Key Hill       Icknield Street      WM577887    Petrol filling   Freehold    N/A             25,483        1993         80,000      90,513    102,407    115,864    1,310,000       100%
                           Birmingham                       station
                           B18 5AU
      10.   Lower Wick     Malvern Road         WR65541     Petrol filling   Freehold    N/A             15,464        1976         77,000      87,118     98,567    111,519    1,260,000       100%
                           Lower Wick                       station
                           WR2 4NR
      11.   Phoenix        272 Meanwood         YWE27813    Petrol filling   Leasehold   85 years        12,371        1993         50,000      56,570     64,004     72,415     450,000        100%
                           Road, Leeds                      station                      from 2 July
                           LS7 2JD                                                       1969
      12.   Rankin         Keighley Road        WYK214572   Petrol filling   Freehold    N/A             19,166        1992         75,000      84,856     96,006    108,622    1,090,000       100%
                           Bingley, BD16 2RD    & WYK9886   station




131
                                                                                                                                Net Rent                                         Market




132
                                                                                                                              per annum                                            Value
                                                            Property                                           Approximate          as at                                           as at
            Property                           Title        Description      Freehold/   Tenure of                  Age of   28 February      Net Rent   Net Rent   Net Rent 28 February
      No.   Name          Physical Address     Number       and Use          Leasehold   Leasehold   Site Area    Building          2010        Year 5    Year 10    Year 15       2010 Shareholding
                                                                                                        (Sq Ft)                        (£)                                             (£)
      13.   Riveira       147 Torquay Road     DN165618     Petrol filling   Freehold    N/A           17,947        1985         60,000       67,884     76,805     86,898      980,000       100%
                          Paignton, TQ3 2AG    & DN257682   station
      14.   Sergeants     London Road          BM107576     Petrol filling   Freehold    N/A           13,634        1963         78,000       88,250     99,847    112,967    1,310,000       100%
            Mead          Beaconsfield                      station
                          HP9 1XA
      15.   Stockton      Yarm Road            CE142877     Petrol filling   Freehold    N/A           41,818        1987         75,000       84,856     96,006    108,622    1,090,000       100%
                          Stockton on Tees                  station
                          TS18 3RW
      16.   Stonebridge   Nevilles Cross       DU250112     Petrol filling   Freehold    N/A           19,210        1984         97,500      110,312    124,808    141,209    1,410,000       100%
                          Bank, Stonebridge                 station
                          DH1 3RY
      17.   Tamar         Carkeel Roundabout   CL30258 &    Petrol filling   Freehold    N/A           39,552        1988         80,000       90,513    102,407    115,864    1,310,000       100%
                          Saltash, PL12 6PA    CL632        station
      18.   Telegraph     Telegraph Hill       DN367154     Petrol filling   Freehold    N/A         102,409         1987         65,000       73,542     83,205     94,139    1,015,000       100%
            Hill          Exeter, EX6 7XX                   station
      19.   Thirsk        Thirsk By Pass       NYK131854    Petrol filling   Freehold    N/A           56,431        1989         80,000       90,513    102,407    115,864    1,260,000       100%
                          Thirsk, YO7 3HL                   station
      20.   Tollgate      Fornham Road         SK225224     Petrol filling   Freehold    N/A           14,099        1970         63,000       71,279     80,645     91,243      990,000       100%
                          Bury St Edmunds                   station
                          IP32 6AX
      21.   Vigo Lane     Durham Road          DU13421      Petrol filling   Freehold    N/A           21,824        1969         50,000       56,570     64,004     72,415      720,000       100%
                          Birtley, DH3 2BE                  station
      22.   Warwick       Warwick Road         WK399038     Petrol filling   Freehold    N/A           11,587        1969         60,000       67,884     76,805     86,898      935,000       100%
            Road          Kenilworth                        station
                          CV8 1FB
                                                                                                                               1,541,500     1,744,066 1,973,250 2,232,552    23,930,000
5 August 2010
The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196

Dear Sirs

INDEPENDENT VALUERS’ REPORT OF THE VARIOUS PROPERTIES HELD BY REDEFINE PROPERTIES
INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”) AND ITS SUBSIDIARIES WHICH ARE
LOCATED IN CRAWLEY

In accordance with your instruction of 17 March 2010, I confirm that we have visited and inspected the three properties
listed in the attached schedule (“the properties”) during March 2010 (Section 13.23(a)(iii)) and have received all necessary
details required to perform a valuation in order to provide you with my opinion of the properties’ Market Values as at
28 February 2010 (Section 13.23(c)).

1.   INTRODUCTION
     The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the
     properties. These properties have a report which has been given to the management of Redefine International. The
     detailed report includes commentary on the current economy, nature of the properties, locality, tenancy, risk profile,
     forward rent and earning capability and exposure to future expenses and property risk. All these aspects have been
     considered in the detailed valuation report of the properties. The detailed report has further addressed the tenancy
     income capability and expenditure for each property and tenant. Historic expenditure profile as well as future expenditure
     increases have been considered. The value thus indicates the Market Value for each property which is detailed in the
     detailed report and which has been summarised on a summary schedule, attached hereto, for each property. There are
     three properties and the important aspects of the detailed valuation report including the property Market Value for all of
     the properties have been summarised in the attached schedule.


2.   BASIS OF VALUATION
     The valuation is based on the Market Value.
     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 arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably,
     prudently and without compulsion.”


3.   VALUE CALCULATION
     The calculation of the Market Value of these properties has been based on income capitalisation. This is the fundamental
     basis on which commercial income producing properties are traded on the market in the United Kingdom. This is also
     due to there being strong supporting evidence of open market rental rates and capitalisation rates which are evidenced by
     sales in the market. (Section 13.23(d)).
     Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an
     accurate determinant of the capitalisation rate.
     The considerations for the capitalised valuations are as follows:
     3.1    calculating the forward cash flow of all contractual and other income from the properties;
     3.2    calculating the forward contractual and other expenditure as well as provisions for various expenses;
     3.3    the current area vacancy as a percentage of the properties is approximately 9.90% in Crawley to the end of 2009
            (PMA);




                                                                                                                                  133
      3.4   there is no loss of rental due to renovations or refurbishments currently being carried out on the buildings
            (Section 13.23(f )(ii));
      3.5   generally the rentals are market-related. This has been determined by comparing similar buildings in comparable
            areas to the properties valued, in terms of rental per square metre. The properties are marginally over-rented by
            approximately 4.2% (Section 13.23(f )(iii));
      3.6   the valuation has considered published market statistics regarding rental rates and expenditure for the different
            types of properties. It is also considered numerous other portfolios of similar properties in order to determine if any
            properties are over rented or have excessive expenditure;
      3.7   various provisions for capital contingencies were deducted from the capitalised value.


4.    SPARE LAND
      There are no properties with large tracts of vacant zoned and serviced spare land (Section 13.26).


5.    BRIEF DESCRIPTION
      The subject property comprises three similar style two-storey detached office buildings, Victory House, Valiant House
      and Vanguard House. These properties were constructed in circa 1988. All three buildings are currently let on effectively
      full repairing and insuring leases, with the Landlord responsible for maintenance of external grounds, recovering costs
      through services charges. Rent reviews are to upwards only to the greater of the passing rent or Open Market Rental
      Value and therefore provide for growth in line with the market. Each tenant has carried out their own fit-out typically
      comprising demountable partitions to form perimeter cellular offices.

6.    VALUATION QUALIFICATIONS
      Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised;
      leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant;
      potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain
      the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease recordals whereby
      the lease may be disputed or rendered invalid.
      To the best of our knowledge, we have considered all of these aspects in the valuation of all the properties. We are aware
      that negotiations for a lease surrender have recently been agreed in respect of Eurobell Holding’s lease, however at the date
      of this report we are awaiting full details of the agreement. We are further aware that HP Enterprise Services UK Ltd has
      agreed to regear their lease but at the date of valuation the new lease had not been signed.
      The valuer is however not responsible for the competent daily management of these properties that will ensure that
      this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
      adversely impact on the integrity of the buildings or the tenant profile.


7.    OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
      No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
      or where there may be a benefit in options held (Section 13.23(g)).
      To the best of my knowledge there are no options in favour of any parties for any purchase of any of the properties.
      (Section 13.23 (h)).


8.    INTRA-GROUP LEASES (Section 13.23(a)(xi))
      Having inspected all the tenant schedules it is noted that there are no intra-group leases.


9.    CURRENT STATE OF DEVELOPMENT
      There are no properties which are currently being developed (Sections 13.24 and 13.25).


10. EXTERNAL PROPERTY
      All of the properties are situated outside the Republic of South Africa (Section 13.28).



134
11. OTHER GENERAL MATTERS AND VALUATION SUMMARY (Sections 13.30 and 13.31)
   A full detailed valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s
   commentary, expenditure and other details. This has been given to the directors of Redefine International. It is important
   to note that the Market Values set out in the attached schedule are subject to the detailed definitions caveats and
   assumptions contained in the full detailed valuation report.


12. ALTERNATIVE USE FOR A PROPERTY (Section 13.27)
   I have valued the properties in accordance with their existing use which represents their Market Value.


13. OTHER COMMENTS
   To my knowledge there are no contractual arrangements on the properties other than the leases as detailed in the report
   that have a major benefit or are detrimental to the fundamental value base of the properties.
   Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty.


14. CAVEATS

   14.1 Source of information and verification (Section 13.23(a)(xiii))
         Information on the properties regarding rental income, recoveries, turnovers and other income detail has been
         provided to me by the current owners and their managing agents.
         I have further compared certain expenditures given to me to market norms of similar properties and the historic
         expenditure levels of the properties themselves. Historical contractual expenditures and municipal services are
         compared to the past performance of the properties in order to assess potential expenditure going forward.

   14.2 Full disclosure
         This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the
         valuation have been made to myself.
         I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 15.3 below.

   14.3 Leases (Section 13.23(a)(ix))
         Our valuation has been based on a review of the tenants’ leases (which includes material terms such as repairing
         obligations, escalations, break options) and other pertinent details supplied to us by the managing agents and by
         Redefine International.

   14.4 Lessee’s credibility
         In arriving at our valuation, cognizance has been taken of the lessee’s security and rating. In some cases this has
         influenced the capitalisation rate by way of a risk consideration.

   14.5 Mortgage bonds, loans, etc.
         The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due
         in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs
         of acquisition.
         The valuation is detailed in a completed state and no deductions have been made for retention or any other set-
         off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the
         properties.

   14.6 Calculation of areas
         All areas quoted within the detailed valuation report are those measured by DTZ on 13 June 2006. Our inspection
         on 24 March 2010 confirmed that there have been no changes to the areas measured in 2006.




                                                                                                                          135
      14.7 Structural condition
            The properties have been valued in their existing state. I have not carried out any structural surveys, nor inspected
            those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other
            services.

      14.8 Contamination
            The valuation assumes that a formal environmental assessment is not required and further that none of the
            properties are environmentally impaired or contaminated, unless otherwise stated in our report.

      14.9 Town planning (Sections 13.23(a)(vi) and (vii))
            Full town planning details have been supplied in the detailed valuation report There do not appear to be any
            infringements of local authority regulations by any of the properties. We have not had sight of the Title Deeds.
            There is no contravention of any statutory regulation, or town planning local authority regulation relating to any
            of the properties of which we are aware, which infringement could decrease the value of the properties as stated.


15. MARKET VALUE
      I am of the opinion that the aggregate Market Value of the properties as at 28 February 2010 is £20,700,000 (excluding
      VAT). A summary of the individual valuations and details of each of the properties is attached.
      To the best of our knowledge and belief there have been no material changes in circumstances, between the date of the
      valuation and the date of the valuation report, which would affect the valuation.
      I have more than 30 years experience in the valuation of all nature of property and I am qualified to express an opinion
      on the fair Market Value of the properties.
      I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this
      valuation on your behalf.


Yours faithfully,


Christopher Hessel (RICS no: 0057112)
FRICS
Chartered Surveyor
For and on behalf of
DTZ Debenham Tie Leung Limited




136
      SCHEDULE OF PROPERTIES
                                                                                                                                                           Net rent for
                                                                        Property                                           Approximate                      the period           Valuation
                                                    Registered          description   Freehold/   Tenure of   Rentable           age of   Building    1 March 2010 to                 as at
      No.   Property name    Physical address       legal description   and use       Leasehold   leasehold       area        buildings      grade   28 February 2011     28 February 2010
                                                                                                                 (sq ft)                                                                 (£)
       1.   Victory House    Churchill Court,       WSX101286           B I Offices    Freehold       N/A       62,548         22 years         B          £1,160,558          £13,200,000
                             Crawley, West Sussex
       2.   Valiant House    Churchill Court        WSX101286           BI Offices     Freehold       N/A       26,613         22 years         B            £450,000           £5,400,000
                             Crawley, West Sussex
       3.   Vanguard House   Churchill Court        WSX101286           BI Offices     Freehold       N/A       17,178         22 years         B            £312,500           £2,100,000
                             Crawley, West Sussex
                                                                                                                                                                              £20,700,000




137
BRIG & VICH Retail Units
Summary Valuation Report

The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196

BRIEF & SCOPE OF INSTRUCTIONS

In accordance with your instruction of January 2010, I confirm that we have visited and inspected the 2 properties listed in the
attached schedule (“the properties”) during February 2010 and have received, unless stated otherwise, all necessary details
required to perform a valuation in order to provide you with my opinion of the properties’ market values as at 28 February 2010.
We are unaware of any material changes in circumstances between the 28th of February 2010 and the 5th of August 2010
which would affect the valuation.


INTRODUCTION
The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the properties.
These properties each have a report which has been given to the management of Redefine International. The detailed reports
include commentary on the current economy, nature of the properties, locality, tenancy, risk profile, forward rent and earning
capability and exposure to future expenses and property risk. All these aspects have been considered in the individual valuation
reports of the properties. The detailed reports have further addressed the tenancy income capability and expenditure for each
property and tenant. Historic expenditure profile as well as future expenditure increases have been considered. The value
thus indicates the fair market value for each property which is detailed in the detailed report and which has been summarised
on a summary schedule, attached hereto, for each property. There are 2 properties and the important aspects of the detailed
valuation report including the property market value for all of the properties have been summarised in the attached schedule.


VALUATION METHODOLOGY
In arriving at our opinion of Market Value, we have undertaken an investment based valuation, whereby the existing and
future income stream from the property is capitalised by an appropriate investment yield. The yield is selected by reference
to the perceived quality and duration of the current income and the potential for further rental growth, and is cross-references
by evidence provided by comparable sales.
Although a CPI rate for the duration of the term has been used that is consistent with past and projected future performance
of the Swiss economy, the targeting of the current income ensures that the valuation is not based on a future level that will
not definitely be achieved.
The income has been grown throughout the duration of the term assuming a constant CPI rate of 1%. Whilst this is above
current market conditions, it has proven to be the long term market norm. We have grown only that level of annual rent
specified in the lease.
At the expiry of the term, we have assumed that the tenant will vacate, and the property will be re-let at the current ERV.
We have discounted all costs that are to be borne by the landlord. For practicality’s sake, we have assumed the current levels
represent a consistent cost basis in perpetuity.
We have carried out the valuation using Circle Investor Valuation Package.


REPORT DATE
5th of August 2010.




138
ADDRESSEE
The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196


THE PROPERTIES
• Industriestrasse 3, 3900 Brig
• Ch. De la Bichette 429, 1267 Vich


PROPERTY DESCRIPTION
Brig:
The property comprises an out of town retail warehouse unit, entirely let to Coop (4,950 sq m). The property was built
in 2001. The lease contract has been agreed for 20 years starting on the 1st October 2001. A Leasehold property 50 year
contract as of 1st March 2001 has been signed.

Vich:
The property comprises an out of town retail warehouse occupied by Coop supermarket, part let to Coop Basel (4,018 sq m)
and part to Coop petrol station. The lease contract has been agreed for 15 years starting on the 1st January 2004. The property
was built in 1996.

Instruction
You have instructed us to value the freehold and leasehold interest in the properties located in Brig and Vich in Switzerland
as at the Valuation Date in accordance with your instruction of the 25th of January 2010.

Valuation Date
28th of February 2010.

Capacity of Valuer
External

Net Market Value
Brig:                                                                                                       CHF9,325,000
(Nine million, three hundred and twenty-five thousand Swiss Francs, excluding acquisition
costs transfer tax, agency fees, notary fees and VAT)
Vich:                                                                                                     CHF 17,911,000
(Seventeen million, nine hundred and eleven thousand Swiss Francs, excluding acquisition
costs transfer tax, agency fees, notary fees and VAT)
Total                                                                                                    CHF 27,236,000

(Twenty seven million, two hundred and thirty six thousand Swiss Francs, excluding acquisition costs transfer tax,
agency fees, notary fees and VAT).
We have based our market rental values of Vich on the current rents paid as we estimate they reflect today the market value.
We have based the market rental values on the few retail comparables of the area. We are of the opinion that the Brig premises
are slightly under-rented.




                                                                                                                          139
Annual non-recoverable costs (ANRC) were set according to the information provided to us (Insurance, real estate tax, major
repair payments as well as property management). The total amount was then estimated in terms of percentage of gross
rent paid by the tenants (as we are of the opinion that these costs will increase proportionally to the rent increase). We have
estimated ANRC of 9% and 11% of the rent paid, respectively, for Brig and Vich.
Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached.

Spare Land
There are no properties with large tracts of vacant zoned and serviced spare land.

Security
We are of the opinion that the property interests provide suitable security for mortgage purposes although we have not been
provided with the terms of any loan and cannot therefore comment on their suitability having regard to the nature of the
property.

Compliance with Valuation Standards
The valuations have been prepared in accordance with the RICS Valuation Standards, Sixth Edition. The property details
on which each valuation is based are as set out in this report.

Special Assumptions
None.

Assumptions
We have made various assumptions as to tenure, letting, town planning, and the condition and repair of buildings and sites –
including ground and groundwater contamination – as set out below.
If any of the information or assumptions on which the valuation is based are subsequently found to be incorrect, the valuation
figures may also be incorrect and should be reconsidered.

Variation from Standard Assumptions
None.

Market Conditions
The values stated in this report represent our objective opinion of Market Value in accordance with the definition set out
above as of the date of valuation. Amongst other things, this assumes that the properties had been properly marketed and that
exchange of contracts took place on this date.
Going forward, we would draw your attention to the fact that the current volatility in the global financial system has created
a significant degree of turbulence in commercial real estate markets across the world. Furthermore, the lack of liquidity in the
capital markets means that it may be very difficult to achieve a sale of property assets in the short term. We would therefore
recommend that the situation and the valuations are kept under regular review, and that specific marketing advice is obtained
should you wish to effect a disposal.

Verification
We recommend that before any financial transaction is entered into based upon this valuation, you obtain verification of the
information contained within our property report and the validity of the assumptions we have adopted.
We would advise you that whilst we have valued the Property reflecting current market conditions, there are certain risks
which may be, or may become, uninsurable. Before undertaking any financial transaction based upon this valuation, you
should satisfy yourselves as to the current insurance cover and the risks that may be involved should an uninsured loss occur.

Valuer
The Property has been valued by a valuer who is qualified for the purpose of the valuation in accordance with the RICS
Valuation Standards.




140
Options or Benefit/Detriment of Contractual Arrangements
No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties or
where there may be a benefit in options held.
We are unaware of any options in favour of any parties for any purchase of any of the properties.

Intra-group Leases
As far as we are aware from the tenancy information provided there are no intra-group leases extant at any of the properties.

Current State of Development
There are no properties which are currently being developed.

Other General Matters
A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary,
expenditure and other details. This report has been given to the directors of Redefine International.

Alternative Use for Property
I have valued the properties in accordance with their existing use which represents their market value.

Independence
The total fees, including the fee for this assignment, earned by CB Richard Ellis – PI Performance Holding SA from the
Addressee (or other companies forming part of the same group of companies) from the Addressee (or other companies forming
part of the same group of companies) are less than 5.0% of the total Swiss revenues.

Reliance
This report is for the use only of the party to whom it is addressed for the specific purpose set out herein and no responsibility
is accepted to any third party for the whole or any part of its contents.

Publication
Neither the whole nor any part of our report nor any references thereto may be included in any published document, circular
or statement nor published in any way without our prior written approval of the form and context in which it will appear.
Such publication of, or reference to this report will not be permitted unless it contains a sufficient contemporaneous reference
to any departure from the Royal Institution of Chartered Surveyors Appraisal and Valuation Standards or the incorporation
of the special assumptions referred to herein.

Yours faithfully,                                                            Yours faithfully,


Charles Spierer                                                              Lucie Esquerre
CHAIRMAN, FRICS                                                              ASSOCIATE DIRECTOR
T: + 41 22 809 09 02                                                         T:+ 41 22 322 80 69
E: spierer@cbre.ch                                                           E: esquerre@cbre.ch

For and on behalf of

CB Richard Ellis – PI Performance (Genève) SA
Valuation Advisory
T: +41 22 322 80 60
F: +41 22 322 80 61
W: www.cbre.ch
Project Reference: VAL-584




                                                                                                                             141
Scope of Work & Sources of Information
We have carried out our work based upon information supplied to us by Corovest or their local Agent: Weck, Aeby & Cie SA,
which we have assumed to be correct and comprehensive.

The Property
Our report contains a brief summary of the properties’ details on which our valuation has been based. We have visited the site
as it exists today and relied on the information provided to us.

Inspection Date
We inspected the site on the 23rd of February 2010. The inspection was undertaken by Lucie Esquerré.

Areas
We have not measured the site or the property, but as instructed we have relied upon floor areas provided to us mentioned
in the lease agreement contracts.

Environmental Matters
We have not carried out any investigation into the past or present uses of the Property, nor of any neighbouring land, in order
to establish whether there is any potential for contamination and have therefore assumed that none exists.

Repair and Condition
We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed
parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out
to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part
of the Property. We are unable, therefore, to give any assurance that the Property is free from defect.
We have not seen a copy of a building survey.

Town Planning
We have not undertaken official planning enquiries but assume that all issues relating to planning policy and law are in place.
We may have made ad hoc verbal enquiries to the local planning authority or made internet-based investigations to the
applicable on-line service.

Titles, Tenures and Lettings
Details of title/tenure under which the Property is held and of lettings to which it is subject are as supplied to us. We have not
generally examined nor had access to all the deeds, leases or other documents relating thereto. Where information from deeds,
leases or other documents is recorded in this report, it represents our understanding of the relevant documents. We should
emphasise, however, that the interpretation of the documents of title (including relevant deeds, leases and planning consents)
is the responsibility of your legal adviser.
We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our general
understanding of purchasers, likely perceptions of the financial status of tenants.


VALUATION ASSUMPTIONS
Capital Values
The valuation has been prepared on the basis of “Market Value” which is defined as:
“The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing
seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and
without compulsion.”
No allowances have been made for any expenses of realisation nor for taxation which might arise in the event of a disposal.
Acquisition costs have not been included in our valuation.
No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charges.




142
Valuation Uncertainty
In accordance with the Guidance Note 5 of the RICS Valuation Standards, we would draw your attention to the following
comment regarding current market conditions.
The current crisis in the global financial system, including the failure or rescue of major banks and financial institutions, has
created a significant degree of uncertainty in commercial real estate markets across the world. In this environment, it is possible
that prices and values could go through a period of heightened volatility whilst the market absorbs the various issues and
reaches its conclusions. The lack of liquidity in the capital markets means that it may be very difficult to achieve a successful
sale of these assets in the short term and we would recommend that the situation and the valuations are kept under regular
review and specific marketing advice is obtained should you wish to effect a disposal.
No allowances have been made for any expenses of realisation nor for taxation which might arise in the event of a disposal.
Acquisition costs have not been included in our valuation.
No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charges.

Rental Values
Rental values indicated in our report are those which have been adopted by us as appropriate in assessing the capital value and
are not necessarily appropriate for other purposes nor do they necessarily accord with the definition of Market Rent.

The Property
Landlord’s fixtures such as lifts, escalators, central heating and other normal service installations have been treated as an
integral part of the building and are included within our valuations.
Process plant and machinery, tenants, fixtures and specialist trade fittings have been excluded from our valuations.
All measurements, areas and ages quoted in our report are approximate.

Environmental Matters
In the absence of any information to the contrary, we have assumed that:
(a)   the Property is not contaminated and is not adversely affected by any existing or proposed environmental law;
(b)   any processes which are carried out on the Property which are regulated by environmental legislation are properly
      licensed by the appropriate authorities.

Repair and Condition
In the absence of any information to the contrary, we have assumed that:
(a)   there are no abnormal ground conditions, nor archaeological remains, present which might adversely affect the current
      or future occupation, development or value of the property;
(b)   the Property is free from rot, infestation, structural or latent defect;
(c)   no currently known deleterious or hazardous materials or suspect techniques, including but not limited to Composite
      Panelling, have been used in the construction of, or subsequent alterations or additions to, the Property;
(d)   the services, and any associated controls or software, are in working order and free from defect.
We have otherwise had regard to the age and apparent general condition of the Property. Comments made in the property
details do not purport to express an opinion about, or advise upon, the condition of uninspected parts and should not be taken
as making an implied representation or statement about such parts.

Title, Tenure, Planning and Lettings
Unless stated otherwise within this report and in the absence of any information to the contrary, we have assumed that:
(a)   the Property possesses a good and marketable title free from any onerous or hampering restrictions or conditions;
(b)   all buildings have been erected either prior to planning control, or in accordance with planning permissions, and have
      the benefit of permanent planning consents or existing use rights for their current use;
(c)   the Property is not adversely affected by town planning or road proposals;




                                                                                                                              143
(d)     all buildings comply with all statutory and local authority requirements including building, fire and health and safety
        regulations;
(e)     all rent reviews are to be assessed by reference to full current market rents;
(f )    there are no tenant’s improvements that will materially affect our opinion of the rent that would be obtained on review
        or renewal;
(g)     tenants will meet their obligations under their leases and are responsible for insurance, payment of business rates, and
        all repairs, whether directly or by means of a service charge;
(h)     there are no user restrictions or other restrictive covenants in leases which would adversely affect value;
(i)     where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where
        required; and
(j)     vacant possession can be given of all accommodation which is unlet or is let on a service occupancy.


PROPERTY DETAILS VICH
Tenure
We understand the property is held Freehold. The main terms of the lease are summarised below:
Current Freeholder: Co-ownership “la Bichette” consisting of four parties, represented by HRS Rütishauser Suter SA
Tenancies
The property is let in its entirety to Coop but via two leases for a term of fifteen years to 31st December 2018. The main
retail unit is rented to Coop Basel for a supermarket and the petrol station to the rear of the site is rented to Coop Mineraloel.
Tenant:                   Coop Basel.
Demise:                   4,018 sq m consisting of a commercial property supermarket (sales area, restaurant, rest rooms,
                          technical rooms, etc).
                          In addition, 175 parking spaces are available for the clients of the supermarket and the petrol station
                          convenience shop.
Term:                     15 years from 1st January 2004.
Break Clause:             None.
Current Rent:             906,012 CHF per annum.
                          The yearly net rent can depend on the business turnover of Coop Retail:
                          • 3 % of the turnover up to CHF 26 M.
                          • 2.5 % of the turnover of CHF 26-28 M.
                          • 2 % of the turnover of over CHF 28 M.
                          These are taken into account as long as the minimum guaranteed rent indexed to the SCPI is lower
                          than the above variable calculated rents. VAT is not included in the rent.
                          Ancillary expenses such as heating costs, maintenance and cleaning are not included but have
                          to be borne by the tenant separately.
Rent Reviews:             60% of the rent is to be adjusted annually pursuant to the Swiss consumer price index (SCPI), and the
                          1st time on the 1st of January 2005. The rent may not fall below the minimum rent.
Repairs:                  Tenant is responsible for all internal repairs. The landlord is responsible for all external repairs, and the
                          maintenance of the site as a whole.
Repairs:                  Tenant is responsible for all internal repairs. The landlord is responsible for all external repairs, and the
                          maintenance of the site as a whole.
Insurance:                The landlord is responsible for insuring the building. Tenant: Coop Mineraloel AG
Demise:                   Petrol station plus ancillary convenient store.
Term:                     15 years from 1st January 2004.



144
Break Clause:           None.
Current Rent:           173,220 CHF per annum.
                        Ancillary expenses such as heating costs, maintenance and cleaning are not included but have
                        to be borne by the tenant separately.
Rent Reviews:           60% of the rent is to be adjusted annually pursuant to the Swiss consumer price index (SCPI), and the
                        1st time on the 1st of January 2005. The rent may not fall below the minimum rent.
Repairs:                Tenant is responsible for all internal repairs. The landlord is responsible for all external repairs, and the
                        maintenance of the site as a whole.
Insurance:              The landlord is responsible for insuring the building.
Town Planning
As far as we are aware, no change in use or proposed development in the vicinity is to negatively affect the value of the
subject property.

PROPERTY DETAILS BRIG
Tenure
We understand the property is held Leasehold. The main terms of the lease are summarised below:
Current Leaseholder: HRS Finanzierungs und Beteiligungd AG.
Term:                   50 years from 1st of March 2001.
Break Clause:           None.
Current Rent:           160,565.15 CHF per annum.
Basis of gearing        60% of the ground rent is to be adjusted annually pursuant to the Swiss consumer price index (SCPI),
and rent review:        and the 1st time on the 1st of January 2006.
Repairs:                Tenant is responsible for maintenance and repair.
Insurance:              The tenant is responsible for insuring the building.
Renewal:                After the expiration of the head lease, the owners and their assignees respectively undertake to grant
                        the head lessee a new lease on similar terms as the current agreement. In the event of competitive offers
                        from third parties, the freeholders are obliged to renew the head leases with the current head lessee
                        or its respective assignee.
                        After termination of the ground lease, the building and constructions erected by the head lessee revert
                        automatically to the owners. The holder of the ground lease is entitles to adequate compensation,
                        corresponding to the actual value of the buildings, fixtures and fittings at the time of termination.
Right of First Refusal: The freeholders of the property are granted a right of first refusal by law in the event of the head lease
                        interest being sold. Likewise Co-Op has a right of first offer (contractual) on the interest. If the tenant
                        does not accept the offer within 60 days of the notice, the landlord is free to sell the property.
Tenancies
The property is fully and entirely let to Co-op (Bau und Hobby) on a lease for a term of 20 years from 1st October 2001.
The principal terms of the lease are stated below:
Demise:                 Whole property.
Tenant:                 Co-op (Bau + Hobby).
Term:                   20 years from 1st October 2001.
Break Clause:           None.
Current Rent:           793,116 CHF per annum (+ 5,000 as of June 2010).
Rent Reviews:           60% of the rent is to be adjusted annually pursuant to the Swiss consumer price index (SCPI), and the
                        1st time on the 1st of January 2006.
Repairs:                Tenant is responsible for all internal repairs. The landlord is responsible for all external repairs, and the
                        maintenance of the site as a whole.
Insurance:              The landlord is responsible for insuring the building.
                        We can confirm that the lease is on institutionally acceptable terms.




                                                                                                                                145
      SCHEDULE OF PROPERTIES




146
                                                                                                                                                                               Gross
                                                                                    Property                                            Approximate                           rental–          Valuation
                                                                    Land registry   description   Freehold/   Tenure of     Rentable          age of    Building     1 March 2010 to                as at
      No.     Property name            Physical address             title number    and use       Leasehold   leasehold         area       buildings       grade    28 February 2011    28 February 2010
                                                                                                                                 (m2)                                                                  (£)

       1.     Metterhorn               3900 Brig,                   66/127058 and
              Brig SARL                Industriestrasse 3           66/127067       Retail        Leasehold    41 years        4,950          9 years   Secondary       CHF 793,116        CHF9,325,000

       2.     Matterhorn               1267 Vich, ch.               66/127085       Retail        Freehold        N/A     4,018+201*        14 years    Secondary     CHF 1,079,232      CHF17,911,000
              Vich SARL                De la Bichette 429,
                                       Centre commercial

      Total                                                                                                                   8,968                                   CHF1,872,348       CHF27,236,000

      * Petrol station retail shop is an extra 201 square meters.
5 August 2010
The Directors                                                                                       Lee Carter
Redefine Properties International Limited                                                           E: lcarter@savills.com
3rd Floor                                                                                           DL: +44 (0) 161 244 7719
Redefine Place                                                                                      F: +44 (0) 161 228 0544
2 Arnold Road
Rosebank                                                                                            Fountain Court
South Africa                                                                                        68 Fountain Street
2196                                                                                                Manchester
                                                                                                    M2 2FE
                                                                                                    T: +44 (0) 161 236 8644
                                                                                                    savills.com


Dear Sirs


INDEPENDENT VALUERS’ REPORT OF THE 4 SHOPPING CENTRES HELD BY REDEFINE PROPERTIES
INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”) AND ITS SUBSIDIARIES WHICH ARE
LOCATED AT:

(1) BIRCHWOOD SHOPPING CENTRE, DEWHURST ROAD, WARRINGTON WA3 TPG;

(2) WEST ORCHARD SHOPPING CENTRE AND SMITHFORD WAY COVENTRY, CV1 1QX;

(3) BYRON PLACE SHOPPING CENTRE, SEAHAM, SR7 7DR; AND

(4) GRAND ARCADE SHOPPING CENTRE, WIGAN WN1 1BH.
     In accordance with your instruction of 25 January 2010, I confirm that we have visited and inspected the 4 properties
     listed in the attached schedule (“the properties”) during February and March 2010 (Section 13.23(a)(iii)) and have
     received all necessary details required to perform a valuation in order to provide you with my opinion of the properties’
     market values as at 28 February 2010 (Section 13.23(c)).


1.   INTRODUCTION
     The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the
     properties. These properties each have a report which has been given to the management of Redefine International.
     The detailed reports include commentary on the current economy, nature of the properties, locality, tenancy, risk profile,
     forward rent and earning capability and exposure to future expenses and property risk. All these aspects have been
     considered in the individual valuation reports of the properties. The detailed reports have further addressed the tenancy
     income capability and expenditure for each property and tenant. Historic expenditure profile as well as future expenditure
     increases have been considered. The value thus indicates the fair market value for each property which is detailed in the
     detailed report and which has been summarised on a summary schedule, attached hereto, for each property. There are
     4 properties and the important aspects of the detailed valuation report including the property market value for all of the
     properties have been summarised in the attached schedule.


2.   BASIS OF VALUATION
     The valuation is based on the open market value.
     Market value means the best price, at which the sale of an interest in a property may reasonably be expected to have been
     completed, unconditionally for a cash consideration on the date of valuation, assuming:
     2.1    a willing seller and a willing buyer in a market;
     2.2    that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property
            and the state of the market) for the proper marketing of the property, for the agreement of price and terms and for
            the completion of the sale;
     2.3    that the state of the market, level of values and other circumstances are, on any earlier assumed date of exchange
            of contracts, the same as on the date of the valuation.



                                                                                                                            147
3.    VALUE CALCULATION
      The calculation of the market value of these properties has been based on income capitalisation. This is the fundamental
      basis on which commercial income producing properties are traded on the market in the United Kingdom. This is also
      due to there being strong supporting evidence of open market rental rates and capitalisation rates which are evidenced
      by sales in the market (Section 13.23(d)).
      Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate
      is an accurate determinant of the capitalisation rate.
      The discounted cash flow value has, however, also been calculated for each property as a check to ensure that the capitalised
      value calculated is consistent with market norms and expectations.
      The considerations for the capitalised valuations are as follows:
      3.1   calculating the forward cash flow of all contractual and other income from the properties;

      3.2   calculating the forward contractual and other expenditure as well as provisions for various expenses;

      3.3   the current area vacancy as a percentage of the properties is approximately 3.00 %. We have assumed that income
            across the properties will be maintained at similar levels to those currently witnessed having regard to lettings which
            are inclusive of rates and service charge contributions. The current vacancy is market related. The void provision
            used in the valuation is therefore adequate (Section 13.23(f )(i));

      3.4   the rental income on a section of the property at Warrington is currently at a reduced level, this is due to the eastern
            section of the building being subject to a proposed redevelopment. The area has therefore been let at discounted
            rents for the holding period until the redevelopment work is undertaken.

      3.5   generally the rentals are market-related having regard to the current economic conditions and the state of the
            retail market. Rents have been determined by having regard to lettings within the subject premises and comparing
            similar buildings in comparable areas to the properties valued, in terms of rental per square foot. Given current
            market conditions there are lettings within the Wigan, Warrington and Coventry properties which have been let
            at discounted rents to the historically established levels. The overall rental level of the schemes as with most retail
            schemes within the United Kingdom are currently under downward pressure (Section 13.23(f )(iii));

      3.6   various deductions from the rental income with regard to empty business rates, insurance and service charge have
            been deducted from the rental incomes where appropriate.


4.    SPARE LAND
      There are 2 properties with tracts of vacant zoned land. This has been valued on a comparative basis compared to similar
      properties of a like nature in the area. Value has been attributed to this capability; however, some very minor adjustments
      have been made to the open market value to provide for this value. We have had regard to the vacant land and attributed
      value were appropriate (Section 13.26).
      There is a small area of land totalling 0.65 hectares (1.62 acres) immediately to the rear of Spencer House at Birchwood
      Shopping Centre. The land is vacant and there is no current or outstanding planning permission. At Byron Place Shopping
      Centre at Seaham there is also a small area of land totalling 0.27 hectares (0.67 acres) which again does not benefit from
      any planning consent.
      No future development has been planned in respect of the spare land and accordingly no planning permission has been
      applied for in respect of the spare land.


5.    BRIEF DESCRIPTION
      The properties briefly comprise the following:
      Grand Arcade Shopping Centre, Wigan: the property comprises a covered shopping centre totalling approximately
      39,483.83.31 sq m (425,000 sq ft) which opened in early 2007. The centre is anchored by a large Debenhams department
      store with a foodcourt positioned towards the centre of the court at first floor level. There are a number of additional retail
      units at first floor. The scheme further benefits from a large multi-storey car park and a roof top car park.




148
     West Orchard Shopping Centre, Coventry: The property comprises a galleried shopping centre constructed in 1991 and
     totalling approximately 36,535.45 sq m (393,264 sq ft) with basement storage and retail units on ground and first floor
     levels. The second floor provides a foodcourt with three floors of car parking above.
     Birchwood Shopping Centre, Warrington: The property comprises a 1970’s built shopping centre totalling approximately
     19,558.52 sq m (210,526 sq ft). The original centre has been extended to the north in the more recent past to provide
     three additional units overlooking the northern car park. To the east of the site there is a two-storey office building known
     as Spencer House.
     Byron Place Shopping Centre, Seaham: The property comprises a modern shopping centre constructed in 2007 and
     totalling 10,718.88 sq m (115,377 sq ft).
     From our inspections all the properties appear to have been maintained to a good standard. Furthermore we understand
     that routine maintenance programmes are in place. We would comment that all the properties enjoy good car parking
     provision however it should be noted that the car park at Coventry is on a pay and display basis with the income
     receivable by the local council with the car park at Wigan let to a private operator who also runs it on a pay and display
     basis. As highlighted above the properties currently enjoy good occupancy levels. The leases tend to be of a general
     contractual rental nature with provision for the recovery of services consumed by the lessee’s, in one or two instances leases
     include turnover provisions. In most cases leases incorporate upwards only rent review provisions.
     Details of the current net rents receivable and opinions of estimated rental values are included within the individual
     property valuation reports.


6.   VALUATION QUALIFICATIONS
     Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised;
     leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant;
     potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain
     the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease recordals whereby
     the lease may be disputed or rendered invalid.
     I have, to the best of my knowledge, considered all of these aspects in the valuation of all the properties. There are
     no properties that are prejudiced in value by the influence of the above factors.
     The valuer is however not responsible for the competent daily management of these properties that will ensure that
     this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
     adversely impact on the integrity of the buildings or the tenant profile.


7.   OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
     or where there may be a benefit in options held (Section 13.23(g)).
     To the best of my knowledge there are no options in favour of any parties for any purchase of any of the properties
     (Section 13.23(h)).


8.   INTRA-GROUP LEASES (Section 13.23(a)(xi))
     As far as we are aware from the tenancy information provided there are no intra-group leases at any of the properties.


9.   CURRENT STATE OF DEVELOPMENT
     There are no properties which are currently being developed. Note, however, there is a valid planning permission
     for the redevelopment of the eastern end of Birchwood Shopping Centre, Warrington. In addition to this there is a
     piece of surplus land at Warrington totalling 0.65 hectares (1.62 acres) and an area of surplus land at Seaham totalling
     0.27 hectares (0.67 acre) that could potentially be used for expansion.


10. EXTERNAL PROPERTY
     All of the properties are situated outside the Republic of South Africa (Section 13.28).




                                                                                                                               149
11. OTHER GENERAL MATTERS AND VALUATION SUMMARY (Sections 13.30 and 13.31)
      A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary,
      expenditure and other details. This has been given to the directors of Redefine International.

12. ALTERNATIVE USE FOR A PROPERTY (Sections 13.27)
      I have valued the properties in accordance with their existing use which represents their Market Value. No alternative use
      for the properties has been considered in determining their value (Section 13.27).


13. OTHER COMMENTS
      To my knowledge there are no contractual arrangements on the properties other than the leases as detailed in the report
      that have a major benefit or are detrimental to the fundamental value base of the properties.
      Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty.


14. CAVEATS

      14.1 Source of information and verification (Section 13.23(a)(xiii))
            Information on the properties regarding rental income, recoveries, turnovers and other income detail has been
            provided to me by the current owners and their managing agents.
            I have further compared certain expenditures given to me to market norms of similar properties and the historic
            expenditure levels of the properties themselves. Historical contractual expenditures and municipal services are
            compared to the past performance of the properties in order to assess potential expenditure going forward.

      14.2 Full disclosure
            This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the
            valuation have been made to myself.
            I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 14.3 below.

      14.3 Leases (Section 13.23(a)(ix))
            Our valuation has been based on a review of a sample (approximately 40% based on income) of actual tenants’
            leases (which includes material terms such as repairing obligations, escalation, rental reviews, break options), a high
            level summary of actual tenant’ leases and other pertinent details supplied to us by the managing agents and
            by Redefine International.

      14.4 Lessee’s credibility
            In arriving at our valuation, cognizance has been taken of the lessee’s security and rating. In some cases this has
            influenced the capitalisation rate by way of a risk consideration.

      14.5 Mortgage bonds, loans, etc.
            The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due
            in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs
            of acquisition.
            The valuation is detailed in a completed state and no deductions have been made for retention or any other
            set-off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing
            the properties.

      14.6 Calculation of areas
            All areas quoted within the detailed valuation reports are those stated in the information furnished by the
            managing agents.




150
    14.7 Structural condition
          The properties have been valued in their existing state. I have not carried out any structural surveys, nor
          inspected those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical
          or other services.

    14.8 Contamination
          The valuation assumes that a formal environmental assessment is not required and further that none of the
          properties are environmentally impaired or contaminated, unless otherwise stated in our report.

    14.9 Town planning (Sections 13.23(a)(vi) and (vii))
          Town planning details and title deeds have been supplied in the detailed valuation reports including conditions
          and restrictions and the properties have been checked against such conditions. This is to ensure that they comply
          with town planning regulations and title deeds. There do not appear to be any infringements of local authority
          regulations or deeds by any of the property.
          To the best of out knowledge the properties have been constructed in line with appropriate planning conditions
          and we are not aware of any planning breaches which could decrease the value of the properties as stated.

15. MARKET VALUE
    I am of the opinion that the aggregate market value of the properties as at 28 February 2010 is £179,500,000.00
    (excluding VAT). A summary of the individual valuations and details of each of the properties is attached.
    To the best of our knowledge and belief there have been no material changes in circumstances between the date of the
    valuation and the date of the valuation report which would affect the valuation.
    I have more than 15 years experience in the valuation of all nature of property and I am qualified to express an opinion
    on the fair market value of the properties.
    I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this
    valuation on your behalf.


Yours faithfully,


for Savills Commercial Limited
Lee Carter BSc (Hons)
MRICS
Chartered Valuation Surveyor
Registered Professional Valuer (no. 0098746)




                                                                                                                          151
      SCHEDULE OF PROPERTIES




152
                                                                                                                                                                  Net rent
                                                                                                                                                                   rent for
                                                   Registered    Property                                                    Approximate                        the period           Valuation
                                                   legal         description      Freehold/   Tenure of         Rentable           age of    Building     1 March 2010 to                 as at
      No.   Property name     Physical address     description   and use          Leasehold   leasehold             area        buildings       grade    28 February 2011     28 February 2010
                                                                                                                   (sq ft)                                                                   (£)

       1.   Birchwood         Birchwood Shopping   CH298798      Covered shopping Freehold    N/A                393,264        c.40 years      Good           £2,549,657          £30,000,000
            Shopping Centre   Centre, Dewhurst                   mall – Retail and
                              Road, Warrington                   offices
                              WA3 7PG

       2.   West Orchard      West Orchard         WM448546      Covered          Leasehold   Council of the      210,526       c.20 years      Good           £3,743,670          £45,000,000
            Shopping Centre   Shopping Centre,     WM742402      shopping                     City of
                              Smithford Way,                     mall                         Coventry and
                              Coventry CV1 1QX                                                Averton on a 999-
                                                                                              year lease from
                                                                                              14th March 1988.
                                                                                              Tenant has the
                                                                                              option to renew for
                                                                                              a further 51 years

       3.   Byron Place       Byron Place          DU296186      Covered          Freehold    N/A                118,377           3 years   Excellent         £1,235,495          £16,100,000
            Shopping Centre   Shopping Centre,                   shopping
                              Seaham, County                     mall
                              Durham SR7 7DR

       4.   Grand Arcade      Grand Arcade         MAN8656       Covered          Part        250 year           411,000           3 years   Excellent         £6,137,458          £88,400,000
            Shopping Centre   Shopping Centre,     GM966893      shopping         Freehold    lease dated
                              Crompton Place,      GM661089      mall             Part        6th November
                              Wigan, WN1 1BH                                      Leasehold   2004 between
                                                                                              Wigan Borough
                                                                                              Council
                                                                                              (landlord)
                                                                                              and Modus
                                                                                              Properties

                                                                                                                                                                                 £179,500,000
5 August 2010
The Directors                                                                                       Nick Hume
Redefine Properties International Limited                                                           E: nhume@savills.com
3rd Floor                                                                                           DL: +44 (0) 20 7409 9950
Redefine Place                                                                                      F: +44 (0) 20 7753 8921
2 Arnold Road
Rosebank                                                                                            20 Grosvenor Hill
South Africa                                                                                        London W1K 3HQ
2196                                                                                                T: +44 (0) 20 7499 8644
                                                                                                    savills.com
For the attention of Andrew Rowell Esq


Dear Sirs


INDEPENDENT VALUERS’ REPORT OF THE PROPERTIES HELD BY REDEFINE PROPERTIES
INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”) AND ITS SUBSIDIARIES WHICH ARE
LOCATED IN STREATHAM, LONDON


1.   INSTRUCTIONS

     General
     In accordance with your instructions of 21 April 2010, we confirm that we have visited and inspected the two properties
     listed in the attached schedule (“the properties”) during 27 April 2010 and have received all necessary details required
     to provide you with our opinion of the aggregate Market Value of the properties as at 28 February 2010.
     As agreed, our valuations are on the Special Assumption of their existing use only. For the avoidance of any doubt,
     therefore, our valuations specifically ignore any hope value associated with incorporating the properties within the
     redevelopment proposals of the wider site, which includes other contiguous properties. However, within the individual
     detailed reports we provide an indication, on a no liability basis, of the potential additional value that might be unlocked
     through combining the properties with these contiguous sites. In doing so, we have attributed a ‘spot’ uplift in value
     to each property.


2.   INTRODUCTION
     The valuation of the properties has been carried out by the valuers who have carefully considered all aspects of the
     properties. These properties each have a report which has been given to the management of Redefine International.
     Each of the individual reports includes all of the relevant factual information pertaining to the properties in question,
     together with an occupational and investment market overview and supporting transactional evidence. Our reports
     conclude with the principal valuation considerations and approach to valuation thereafter. The value thus indicates
     the aggregate Market Value for each property which is set out in the detailed reports and which has been summarised
     on a summary schedule, attached hereto, for each property.


3.   BASIS OF VALUATION
     Our valuations have been prepared in accordance with Royal Institution of Chartered Surveyors’ (“RICS”) Valuation
     Standards, 6th edition (the “RICS Red Book”) published in November 2007 and effective from 1 January 2008,
     in particular in accordance with the requirements of Practice Statement PS6 entitled Valuation Reports and UK Practice
     Statement 1 entitled Valuations for Financial Statements.
     UK Practice Statement 1 states that where a property is held as an investment it should be valued using the RICS
     definition of Market Value. Practice Statement PS 3.2 of the Red Book defines Market Value as:
     “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and willing
     seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and
     without compulsion.”




                                                                                                                            153
4.    VALUE CALCULATIONS
      Existing Use Value
      146 – 170 Streatham Hill, London SW2
      Retail/Part Office Element
      We have valued the property subject to the existing tenancy position using the traditional “all risks” yield method
      of valuation, having regard to evidence in the market, our judgement based upon market sentiment and conversations
      with our auction team. We have capitalised the current rental income derived from the retail units, which in our opinion
      is broadly rack rented, at a yield of 11.00% and the office income to the second floor at 15%. In the case of the retail
      unit at 170 Streatham Hill we have valued assuming vacant possession. In doing so, we have capitalised our opinion of
      the estimated rental value at a yield of 11.00%. This follows an allowance of a 3-month re-letting void followed by a
      3-month rent free period. Overall, this produces an existing use value for this element of £730,000 after rounding and
      deduction of purchaser’s costs.
      Residential Element
      In valuing the residential element, we have applied a 7% gross initial yield to the net income, this being £67,424
      per annum, after allowing for the Landlord’s Council Tax liability of £4,391.52 per annum and the payment
      of a 5% management fee. The relatively high gross initial yield reflects the management intensiveness of this type
      of asset in comparison to standard residential investments. This produces an overall value of £910,000 after rounding and
      deduction of purchaser’s costs.
      The combined total creates a value for this property of £1,650,000 after rounding.
      Wentworth House, Sternhold Avenue, London SW2
      We have capitalised our opinion of the estimated rental value of £15.00 per sq ft (£119,385 per annum) at a yield
      of 10%. This follows an allowance for a 1 year letting void, followed by a 6 month rent free period, Empty Rates and
      a refurbishment allowance (£20 per sq ft for internal works and a lump sum for the external areas). This produces a value
      of £750,000 after rounding.
      Summary
      The above approach produces an aggregate value of £2,400,000, as noted below:
      Element                                                                                                             Value
      146 – 170 Streatham Hill, London SW2                                                                          £1,650,000
      Wentworth House, Sternhold Avenue, London SW2                                                                  £750,000
      Total                                                                                                        £2,400,000

      Please note that the values assume separate sales of these assets, as opposed to a sale of the whole.


5.    BRIEF DESCRIPTION
      The Property consists of two main elements: (1) a detached purpose built office building (Wentworth House) and
      (2) a parade of eight ground floor lock-up retail units with 14 residential units above (146 – 170 Streatham Hill).
      The properties are of traditional construction and typical of their age. Parking facilities are restricted to Wentworth House
      only, which is vacant but not on the market to let. The remaining areas are virtually fully tenanted and income producing.
      In respect of the properties, the current net annual rental and the estimated net annual rental values are included in each
      individual property valuation report.


6.    SPARE LAND
      There is no additional or surplus land.


7.    CURRENT STATE OF DEVELOPMENT
      There are no properties which are currently being developed.




154
8.   VALUATION QUALIFICATIONS
     We have, to the best of our knowledge and on the basis of the information provided to us, considered all relevant aspects
     in the valuation of the properties.
     The valuers are however not responsible for the competent daily management of these properties that will ensure that
     this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
     adversely impact on the integrity of the buildings or the tenant profile.
     The Company has provided us with copies of the original signed and dated leases for each of the 8 retail units on Streatham
     Hill, together with the 14 Assured Shorthold Tenancy agreements. We confirm that we have read and considered the
     contents of each of the commercial leases and residential tenancy agreements, and that we have reflected them in our
     opinions of value.
     In addition to the above information, and more particularly, we have relied upon a tenancy schedule as provided
     by the managing agents, Robson Associates, for details of the rent passing for each of the retail and residential units
     (where applicable) as at the valuation date. We specifically assume the details provided to us are complete and correct.
     If this proves not to be the case then we would wish to review our valuation advice reported herein.
     We have not measured the properties, instead further to our previous involvement with the properties, we have adopted
     the net internal floor areas for the commercial elements as per our earlier reports as reproduced within the individual
     detailed reports. As a verification exercise, however, we would state that we have cross-referenced the retail areas with both
     the Valuation Office Government Agency Rating List and scaled floor plans, which were all broadly consistent. In the
     case of the office element at Wentworth House, these were cross-referenced with a sales marketing brochure, which again
     broadly concurs with our adopted floor area. Overall, we confirm that we are satisfied they accord with the RICS Code
     of Measuring Practice.
     As noted at the outset of this summary report, our valuations specifically ignore any hope value associated with
     incorporating the properties within the redevelopment proposals for the wider site.
     To the best of out knowledge and belief there have been no material changes in circumstances between the date of the
     valuation, and the date of the valuation report, which would affect our valuation.


9.   OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
     or where there may be a benefit in options held.
     To the best of our knowledge, there are no options in favour of any parties for any purchase of any of the properties.


10. INTRA-GROUP LEASES
     Having inspected all the tenant schedules there appear to be no intra-group leases.


11. EXTERNAL PROPERTY
     All of the properties are situated outside the Republic of South Africa.


12. OTHER GENERAL MATTERS AND VALUATION SUMMARY
     A full valuation report is available on a property by property basis detailing tenancy, town planning, commentary and
     other details. This has been given to the directors of Redefine International.


13. ALTERNATIVE USE FOR A PROPERTY
     We have valued the properties in accordance with their existing use only. However, please note our valuation qualifications
     as noted above.




                                                                                                                              155
14. CAVEATS

      14.1 General Assumptions
           Our valuations have been carried out on the basis of the following General Assumptions. If any of them are
           subsequently found not to be valid, we may wish to review our valuations, as there may be an impact on them.

           14.1.1   In arriving at our valuations, account has been taken of the tenant’s perceived security and rating and
                    we have reflected this in the applied capitalisation rates by way of a risk consideration.

           14.1.2   The properties have been valued as if wholly-owned with no account being taken of any outstanding
                    monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our
                    valuation for costs of acquisition. The valuation is detailed in a completed state and no deductions have
                    been made for retention or any other set-off or deduction for any purposes which may be made at the
                    discretion of the purchaser when purchasing the properties.

           14.1.3   That the freehold interests are not subject to any unusual or especially onerous restrictions, encumbrances
                    or outgoings contained in the freehold Titles. Should there be any mortgages or charges, we have assumed
                    that the properties would be sold free of them.

           14.1.4   That we have been supplied with all information likely to have an effect on the value of the properties, and
                    that the information supplied to us and summarised in the individual detailed reports is both complete
                    and correct.

           14.1.5   That the buildings are used in accordance with all statutory and bye-law requirements, and that there
                    are no breaches of planning control. Likewise, that any future construction or use will be lawful.

           14.1.6   That the properties are not adversely affected, nor are likely to become adversely affected, by any highway,
                    town planning or other schemes or proposals, and that there are no matters adversely affecting value that
                    might be revealed by a local search, replies to usual enquiries, or by any statutory notice.

           14.1.7   That the buildings are structurally sound, and that there are no structural, latent or other material defects,
                    including rot and inherently dangerous or unsuitable materials or techniques, whether in parts of the
                    buildings we have inspected or not, that would cause us to make allowance by way of immediate capital
                    repair. Also, that the mechanical and electrical installations are in adequate condition. Our inspection
                    of the properties and this report, together with the individual detailed reports do not constitute
                    a building survey.

           14.1.8   That the properties are connected, or capable of being connected without undue expense, to the public
                    services of gas, electricity, water, telephones and sewerage.

           14.1.9   That in the construction or alteration of the buildings no use will be made of any deleterious or hazardous
                    materials or techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used
                    as permanent shuttering and the like. We have not carried out any investigations into these matters.

         14.1.10    That the properties have not suffered any land contamination in the past, nor are they likely to become
                    so contaminated in the foreseeable future. We have not carried out any soil tests or made any other
                    investigations in this respect, and we cannot assess the likelihood of any such contamination.

      14.2 General Conditions
           Our valuations have been carried out on the basis of the following general conditions:

           14.2.1   we have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon
                    a sale of the property;

           14.2.2   no allowance has been made for any expenses of realisation;

           14.2.3   excluded from our valuations is any additional value attributable to goodwill, or to fixtures and fittings
                    which are only of value in situ to the present occupier.




156
15. MARKET VALUE

    We are of the opinion that the aggregate Market Value of the properties, subject to our Special Assumption as to the
    continuation of the existing use, as at 28 February 2010 is GBP £2,400,000 (excluding VAT). A summary of the individual
    valuations and details of each of the properties is attached.
    We have more than 15 years combined experience in the valuation of all nature of property and we are qualified to express
    an opinion on the Market Value of the properties.
    We trust that we have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking
    this valuation on your behalf.


Yours faithfully,


For and on behalf of Savills Commercial Limited
NICK HUME MRICS                                               DEAN SAMUELS MRICS
Chartered Valuation Surveyor                                  Chartered Valuation Surveyor
(Director)                                                    (Associate)




                                                                                                                        157
                                                                                                                                                                 Net rent




158
                                                                                                                                                                  rent for
                                                   Registered    Property                                                     Approximate                      the period           Valuation
                                                   legal         description         Freehold/   Tenure of       Rentable           age of   Building    1 March 2010 to                 as at
      No.     Property name     Physical address   description   and use             Leasehold   leasehold           area        buildings      grade   28 February 2011     28 February 2010
                                                                                                                 (m2/sq ft)                                                                (£)

       1.     Wentworth House   Sternhold Avenue   TGL34317      Offices with         Freehold          –       706.80m²/           1980’s   Grade B         Vacant – not            £750,000
                                London SW2                       associated car                                 7,608 sq ft                                       income
                                                                 parking                                                                                       producing
                                                                                                                                                                    ERV;
                                                                                                                                                                £119,385
                                                                                                                                                              per annum
                                                                                                                                                                (headline)

       2.     Streatham Hill    146 – 170          TGL34317      Mixed use            Freehold          –           Retail:         1920’s   Grade B            £154,464           £1,650,000
                                Streatham Hill                   with retail to                                429.49m²/                                       per annum
                                London SW2                       ground, set                                   4,623 sq ft                                           ERV:
                                                                 beneath mainly                               Residential/                                      £163,964
                                                                 residential above                                  Office:                                    per annum
                                                                                                             No floor areas                                     (headline)
                                                                                                                  available

      Total                                                                                                                                                                        £2,400,000
5 August 2010
The Directors                                                                                     Tim Stoyle BSc MRICS
Redefine Properties International Limited                                                         E: tstoyle@savills.com
3rd Floor                                                                                         DL: +44 (0) 20 7409 8842
Redefine Place                                                                                    F: +44 (0) 20 7753 8921
2 Arnold Road
Rosebank                                                                                          20 Grosvenor Hill
South Africa                                                                                      London W1K 3HQ
2196                                                                                              T: +44 (0) 20 7499 8644
                                                                                                  savills.com
For the attention of Andrew Rowell Esq


Dear Sirs


INDEPENDENT VALUERS’ REPORT OF THE SPLENDID PORTFOLIO (5 HOTELS) TO BE ACQUIRED
BY REDEFINE PROPERTIES INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”) AND ITS
SUBSIDIARIES WHICH ARE LOCATED IN VARIOUS LOCATIONS THROUGHOUT LONDON, UK


1.   INSTRUCTIONS

     General
     In accordance with your instructions of 6 April 2010, we confirm that we have visited and inspected the five properties
     listed in the attached schedule (“the properties”) during 7 and 8 April 2010. We also confirm that we have received all
     necessary details required to provide you with our opinion of the aggregate Market Value of the properties as at the date
     of inspection, being 7 and 8 April 2010, and that the valuations are in accordance with our confirmation of instructions
     letter dated 4 August 2010.
     As agreed, our valuations are on the basis of:

     1.1    market Value (MV) on the basis of the current condition of the properties, fully fitted, as going concerns without
            the IHG franchise agreements and with vacant possession;

     1.2    market Value (MV) on the basis of the current condition of the properties, fully fitted, as going concerns and
            subject to the IHG franchise agreements; and

     1.3    market Value (MV) upon the successful implementation of the purchaser’s Business Plan, fully fitted, as going
            concerns and subject to the IHG franchise agreements.


2.   INTRODUCTION
     The valuation of the properties has been carried out by the valuers who have carefully considered all aspects of the
     properties. These properties each have a report which has been given to the management of Redefine International.
     Each of the individual reports includes all of the relevant factual information pertaining to the properties in question,
     together with a market overview and supporting transactional evidence. Our reports conclude with the principal
     valuation considerations and approach to valuation thereafter. The value thus indicates the aggregate Market Value for
     each property which is set out in the detailed reports and which has been summarised on a summary schedule, attached
     hereto, for each property.


3.   BASIS OF VALUATION
     Our valuations have been prepared in accordance with Royal Institution of Chartered Surveyors’ (“RICS”) Valuation
     Standards, 6th edition (the “RICS Red Book”) published in November 2007 and effective from 1 January 2008,
     in particular in accordance with the requirements of Practice Statement PS6 entitled Valuation Reports and UK Practice
     Statement 1 entitled Valuations for Financial Statements.




                                                                                                                         159
      UK Practice Statement 1 states that where a property is held as an investment it should be valued using the RICS
      definition of Market Value. Practice Statement PS 3.2 of the Red Book defines Market Value as:
      “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and willing
      seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and
      without compulsion.”


4.    VALUE CALCULATIONS

      4.1   Vacant Possession Values
            In order to determine the market value with vacant possession we have undertaken our own “shadow” profit and
            loss accounts based upon information obtained during our meetings with the General Managers, the historic
            trading accounts provided within the data room, industry wide statistics for budget and mid market hotels in their
            respective London locations and assuming the average efficient and experienced operator. We have also deducted
            a management fee of 3% of revenue to reflect the hotel’s association to a marketing consortium or similar and the
            owner operator’s time, due to the properties not being branded or under a management contract.
            We have adopted appropriate capitalisation and discount rates to our discounted cash flow to arrive at the
            Market Value subject to vacant possession and specifically without the benefit of the IHG franchise agreements
            in place. The rates depend upon the physical condition and quality of each hotel, along with the robustness of
            our trading projections in the current economic climate. The yields we have adopted are in line with other hotel
            assets in the current market and reflect the central London locations, the good quality hotel accommodation
            (with fairly limited capital expenditure requirements for the immediate future) and the potential future growth
            in trade in better economic periods. We believe the prospects for re-franchising or agreeing a new management
            contract would be reasonable for a budget hotel operator, given the historic trading performance and the hotel’s
            locations in central London and the facilities and layout of each hotel.
            The NOP figures below are for the first year of our projections and reflect current trade, and therefore we would
            expect improvement in the medium to long term, hopefully a better economic environment. We summarise below
            the rates applied to each hotel, along with the values per bedroom as a cross check against comparable evidence.
            Table 1: Savills Hotel Values assuming Vacant Possession:

                                                                 Market                                                      MV VP
                                             No. of               value                                  Cap    Discount         per
            Hotel                         bedrooms                – VP                 NOP               rate        rate   bedroom
            Holiday Inn
            Brentford Lock*¹                      134     £23,400,000              £1.610m              7.25%     9.50%     £174,373
            Express by Holiday
            Inn Limehouse                         150     £19,500,000              £1.357m              7.25%     9.50%     £129,716
            Express by Holiday
            Inn Park Royal                        108     £15,000,000              £1.058m              7.25%     9.50%     £138,889
            Express by Holiday
            Inn Royal Docks                       136     £18,300,000              £1.283m              7.25%     9.50%     £134,559
            Express by Holiday
            Inn Southwark                           88 £18,500,000                 £1.335m              7.00%     9.25%     £210,010
            Aggregate Total                       616 £94,700,000                 £6.643m                                   £153,734
            Source: Savills.
            *1   The only hotel which is subject to a long lease of 999 years with a peppercorn rent.

            After rounding, the combined portfolio value equates to £94,700,000 (£153,734 per bedroom) gross of any
            purchaser’s costs.
            In order to calculate our Market Value (MV) subject to VP we have taken regard of the following factors:
            • STR Global trading statistics for the month of February 2010 compared with the same period in 2009 and the
               year to February 2010 compared with the year to February 2009.
            • The properties may be sold individually or as part of a portfolio.



160
      • Our own estimation of maintainable turnover and profit as a combination of existing/historic/future trade and
        market expectations.
      • No allowance has been taken of any potential higher alternative use value.
      • UK Base Rate of 0.5%; 5-year SWAP of 2.96%; 5-year Gilt Rate of 2.78% and the LIBOR (3 months) of
        0.65% (as at 12 April 2010).

4.2   Market Values with the benefit of the IHG Franchise Agreements
      In order to determine the market value with the IHG franchise agreements in place we have undertaken our
      own “shadow” profit and loss accounts based upon information obtained during our meetings with the General
      Managers, the historic trading accounts provided within the data room, year to date (January 2010) accounts,
      consolidated accounts for year end April 2010 (but not on an individual property basis), projections for 2010/2011
      and industry wide statistics for budget and mid market hotels in their respective London locations. We have
      assumed an experienced and efficient operator for similar style branded accommodation.
      We have been able to analyse the consolidated actual and forecast accounts for the year end April 2010. We had
      specifically requested the trading accounts for each of the seven hotels, rather than just the consolidated numbers,
      for the year end April 2010 but have not been provided with this information. Instead Splendid Hotels Group were
      able to provide us with a detailed breakdown of the full trading accounts for year to date January 2010 (9 months)
      for each of the seven hotels, and we have analysed the accounts for our valuations.
      The current franchise fees and marketing costs are reasonable relative to achieved NOP levels. The franchise
      fees for each hotel are analysed in the individual property reports attached. We had requested full details of the
      franchise fees payable for each hotel from the vendors but have yet to receive this. We have therefore applied the
      franchise fees described within the KPMG report provided as they appear to have had further details than ourselves.
      The NOP figures below are for each hotel subject to their IHG franchise agreement, for the first year of our
      projections and reflect historic, current and future trade potential, and therefore we would expect improvement
      in the short to medium term, hopefully with a better economic environment as well as yield management.
      We summarise below the rates applied to each hotel, along with the values per bedroom as a cross check against
      comparable evidence.
      Table 2: Savills Hotel Values assuming the IHG Franchise Agreements:

                                                          Market                                                     MV VP
                                      No. of               value                                 Cap    Discount         per
      Hotel                        bedrooms                – VP                  NOP             rate        rate   bedroom
      Holiday Inn
      Brentford Lock*¹                     134     £25,300,000              £1.697m             7.00%     9.50%     £188,806
      Express by Holiday
      Inn Limehouse                        150     £22,000,000              £1.539m             7.00%     9.50%     £146,667
      Express by Holiday
      Inn Park Royal                       108     £15,500,000              £1.051m             7.00%     9.50%     £143,519
      Express by Holiday
      Inn Royal Docks                      136     £21,000,000              £1.413m             7.00%     9.50%     £154,412
      Express by Holiday
      Inn Southwark                          88 £21,600,000                 £1.493m             6.75%     9.25%     £245,455
      Aggregate Total                      616 £105,400,000                 £7.193m                                 £171.104
      Source: Savills.
      *1 The only hotel which is subject to a long lease of 999 years with a peppercorn rent.

      After rounding, the combined portfolio value equates to £105,400,000 (£171,104 per bedroom) gross of any
      purchaser’s costs.
      In order to calculate our Market Value (MV) subject to the IHG franchise agreements, we have taken regard of the
      following factors:
      • STR Global trading statistics for the month of February 2010 compared with the same period in 2009 and the
          year to February 2010 compared with the year to February 2009;



                                                                                                                          161
            • the properties may be sold individually or as part of a portfolio;
            • our own estimation of maintainable turnover and profit as a combination of existing/historic trade and market
              expectations;
            • the franchise agreements and the fees payable as described within the KPMG report;
            • no allowance has been taken of any potential higher alternative use value;
            • UK Base Rate of 0.5%; 5-year SWAP of 2.96%; 5-year Gilt Rate of 2.78% and the LIBOR (3 months) of
              0.65% (as at 12 April 2010).
            We provide below summary of our opinion of Market Value of each hotel subject to the successful implementation
            of the purchaser’s Business Plan fully fitted, as going concerns and subject to the IHG franchise agreements.
            Table 3: Hotel Values subject to the business plan and forecasts provided by Redefine International and the
                     IHG Franchise Agreements:

                                                               Market
                                                               value –                                                     MV VP
                                            No. of           with IHG                                  Cap    Discount         per
            Hotel                        bedrooms            franchise                 NOP             rate        rate   bedroom
            Holiday Inn
            Brentford Lock*¹                     134     £30,000,000              £2.092m             7.00%     9.50%     £223,881
            Express by Holiday
            Inn Limehouse                        150     £26,700,000              £1.831m             7.00%     9.50%     £178,000
            Express by Holiday
            Inn Park Royal                       108     £15,500,000              £1.079m             7.00%     9.50%     £143,519
            Express by Holiday
            Inn Royal Docks                      136     £26,900,000              £1.793m             7.00%     9.50%     £197,794
            Express by Holiday
            Inn Southwark                          88 £26,000,000                 £1.733m             6.75%     9.25%     £295,455
            Aggregate Total                      616 £125,100,000                 £8.528m                                 £203,084
            Source: Savills.
            *1 The only hotel which is subject to a long lease of 999 years with a peppercorn rent.

            After rounding, the combined portfolio value equates to £125,100,000 (£203,084 per bedroom) gross of any
            purchaser’s costs.
            In order to calculate our Market Value (MV) subject to the successful implementation of the purchaser’s Business
            Plan, fully fitted, as going concerns and subject to the IHG franchise agreements, we have taken regard of the
            following factors:
            • financial forecasts of each hotel for May 2010 to April 2011, prepared by Redefine Properties
                International Limited;
            • the draft copy of the KPMG report dated March 2010;
            • our own estimation of capitalisation and discounted rates;
            • no allowance has been taken of any potential higher alternative use value;
            • UK Base Rate of 0.5%; 5-year SWAP of 2.96%; 5-year Gilt Rate of 2.78% and the LIBOR (3 months) of
                0.65% (as at 12 April 2010).


5.    BRIEF DESCRIPTION
      The Portfolio consists of five hotels; one Holiday Inn and four Express by Holiday Inns, with an aggregate total of
      616 bedrooms. Each property is operated under a franchise agreement with InterContinental Hotel group (IHG), the
      details of which are described within each property appendix, attached to the main valuation report.
      Each property, currently in use as a hotel, is the subject of a separate valuation report. This report describes the location
      and type of property, provides a legal description, where possible town planning regulations and municipal valuations,
      and outlines the permanent improvements. It provides considerations as to the value of the property, and gives a market
      valuation using the capitalisation of income and DCF approaches. Each report is supported by a physical inspection
      survey, also carried out by Savills plc.



162
6.   SPARE LAND
     There is no additional or surplus land.

7.   CURRENT STATE OF DEVELOPMENT
     There are no properties which are currently being developed.

8.   VALUATION QUALIFICATIONS
     We have, to the best of our knowledge and on the basis of the information provided to us, considered all relevant aspects
     in the valuation of the properties.
     The valuers are however not responsible for the competent daily management of these properties that will ensure that
     this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may
     adversely impact on the integrity of the buildings or the tenant profile.

9.   OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS
     No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties
     or where there may be a benefit in options held.
     To the best of our knowledge, there are no options in favour of any parties for any purchase of any of the properties.

10. INTRA-GROUP LEASES
     We are not aware of any intra-group leases.

11. EXTERNAL PROPERTY
     All of the properties are situated outside the Republic of South Africa.

12. OTHER GENERAL MATTERS AND VALUATION SUMMARY
     A full valuation report is available on a property by property basis detailing tenancy, town planning, commentary and
     other details. This has been given to the directors of Redefine International.

13. ALTERNATIVE USE FOR A PROPERTY
     We have valued the properties in accordance with their existing use only. However, please note our valuation qualifications
     as noted above.

14. CAVEATS

     14.1 General Assumptions
           Our valuations have been carried out on the basis of the following General Assumptions. If any of them are
           subsequently found not to be valid, we may wish to review our valuations, as there may be an impact on them.

           14.1.1    Source of information and verification

                     Information on the properties regarding income, recoveries, turnovers and other income detail has been
                     provided to us by the current owners and their managing agents and by KPMG. We have further compared
                     certain expenditures given to us to market norms of similar properties and the historic expenditure levels
                     of the properties themselves. Historical contractual expenditures and municipal services are compared
                     to the past performance of the properties in order to assess potential expenditure going forward.

           14.1.2    The properties have been valued as if wholly-owned with no account being taken of any outstanding
                     monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our
                     valuation for costs of acquisition. The valuation is detailed in a completed state and no deductions have
                     been made for retention or any other set-off or deduction for any purposes which may be made at the
                     discretion of the purchaser when purchasing the properties.



                                                                                                                           163
            14.1.3   That the freehold and long leasehold interests are not subject to any unusual or especially onerous
                     restrictions, encumbrances or outgoings contained in the freehold Titles. Should there be any mortgages
                     or charges, we have assumed that the properties would be sold free of them.

            14.1.4   That we have been supplied with all information likely to have an effect on the value of the properties, and
                     that the information supplied to us and summarised in the individual detailed reports is both complete
                     and correct.

            14.1.5   That the buildings are used in accordance with all statutory and bye-law requirements, and that there are
                     no breaches of planning control. Likewise, that any future construction or use will be lawful.

            14.1.6   That the properties are not adversely affected, nor are likely to become adversely affected, by any highway,
                     town planning or other schemes or proposals, and that there are no matters adversely affecting value that
                     might be revealed by a local search, replies to usual enquiries, or by any statutory notice.

            14.1.7   That the buildings are structurally sound, and that there are no structural, latent or other material defects,
                     including rot and inherently dangerous or unsuitable materials or techniques, whether in parts of the
                     buildings we have inspected or not, that would cause us to make allowance by way of immediate capital
                     repair. Also, that the mechanical and electrical installations are in adequate condition. Our inspection
                     of the properties and this report, together with the individual detailed reports do not constitute
                     a building survey.

            14.1.8   That the properties are connected or capable of being connected without undue expense, to the public
                     services of gas, electricity, water, telephones and sewerage.

            14.1.9   That in the construction or alteration of the buildings no use will be made of any deleterious or hazardous
                     materials or techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used
                     as permanent shuttering and the like. We have not carried out any investigations into these matters.

          14.1.10    That the properties have not suffered any land contamination in the past, nor are they likely to become
                     so contaminated in the foreseeable future. We have not carried out any soil tests or made any other
                     investigations in this respect, and we cannot assess the likelihood of any such contamination.

      14.2 General Conditions
            Our valuations have been carried out on the basis of the following general conditions:

            14.2.1   we have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon
                     a sale of the property;

            14.2.2   no allowance has been made for any expenses of realisation;

            14.2.3   excluded from our valuations is any additional value attributable to goodwill, or to fixtures and fittings
                     which are only of value in situ to the present occupier.


15. MARKET VALUE
      We are of the opinion that the aggregate Market Value (MV) of the properties as at the date of inspections
      (7 and 8 April 2010) is £105,400,000.00 (excluding VAT), on the basis of the current condition of the properties, fully
      fitted, as going concerns and subject to the IHG franchise agreements. A summary of the individual valuations and details
      of each of the properties is attached.
      We are not aware of any material changes in circumstances between the date of the valuation and the date of this valuation
      report that would affect the valuation.




164
    We have more than 30 years combined experience in the valuation of similar properties in the UK and we are qualified
    to express an opinion on the Market Value of the subject properties.
    We trust that we have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking
    this valuation on your behalf.


Yours faithfully,


For and on behalf of Savills Commercial Limited
TIM STOYLE MRICS                                             PIPPA HARRISON MRICS
Chartered Valuation Surveyor                                 Chartered Valuation Surveyor
(Director)                                                   (Director)




                                                                                                                       165
      PROPERTY SCHEDULE




166
                                                                                                                                                          Net rent
                                                                                                                                                           rent for
                                               Registered    Property                                                  Approximate                      the period             Valuation
                                               legal         description         Freehold/    Tenure of    Number of         age of   Building    1 March 2010 to                   as at
      No.   Property name   Physical address   description   and use             Leasehold    leasehold    Bedrooms       buildings      grade   28 February 2011       28 February 2010
                                                                                                                                                                                      (£)
       1.   Holiday Inn     High Street        AGL 208981    Hotel                Long         999 years         134     Opened in        N/A     Operational hotel          £25,300,000
            Brentford       Brentford                        comprising       Leasehold      from 2005,     bedrooms         2005                operated as a going
            Lock            Middlesex                        134 bedrooms,                      paying a                                               concern with
                            TW8 8JZ                          6 meeting rooms,                peppercorn                                                  a franchise
                                                             restaurant, bar,                       rent                                                 agreement
                                                             mini gym and                                                                                 with IHG
                                                             parking for up
                                                             to 75 cars
       2.   Express by      469 – 475          166692 and    A limited service/ Freehold           N/A 150 bedrooms      Opened in        N/A      Operational hotel         £22,000,000
            Holiday Inn     The Highway        NGL 52950     budget standard                                                 2003                 operated as a going
            Limehouse       London                           hotel comprising                                                                         concern with a
                            E1 3HN                           150 bedrooms                                                                        franchise agreement
                                                             with four meeting                                                                             with IHG
                                                             rooms, bar and the
                                                             Great Room dining
                                                             area. There is also
                                                             a self contained
                                                             ground floor
                                                             restaurant that is
                                                             currently not used.
                                                             Could be used as
                                                             the Head Office
                                                             space
       3.   Express by      Victoria Road      AGL 43935     A limited service    Freehold         N/A 108 bedrooms      Opened in        N/A      Operational hotel         £15,500,000
            Holiday Inn     North Acton                      hotel comprising                                                2003                 operated as a going
            Park Royal      London                           108 bedrooms,                                                                            concern with a
                            W3 6XU                           of which four                                                                       franchise agreement
                                                             are syndicate                                                                                 with IHG
                                                             rooms, plus two
                                                             meeting rooms,
                                                             bar/breakfast
                                                             dining area
       4.   Express by      1 Silvertown       EGL 415969    A limited service  Freehold           N/A 136 bedrooms      Opened in        N/A      Operational hotel         £21,000,000
            Holiday Inn     Way, London                      hotel comprising                                                2000                 operated as a going
            Royal Docks     E16 1EA                          136 bedrooms                                                                             concern with a
                                                             with four meeting                                                                   franchise agreement
                                                             rooms, bar and the                                                                            with IHG
                                                             Great Room
                                                             dining area.
                                                                                                                                                          Net rent
                                                                                                                                                           rent for
                                                 Registered    Property                                                Approximate                      the period             Valuation
                                                 legal         description      Freehold/    Tenure of    Number of          age of   Building    1 March 2010 to                   as at
      No.     Property name   Physical address   description   and use          Leasehold    leasehold    Bedrooms        buildings      grade   28 February 2011       28 February 2010
                                                                                                                                                                                      (£)

       5.     Express by      103 – 109          LN 120648     A limited service/ Freehold       N/A     88 bedrooms Opened in 2000       N/A      Operational hotel         £21,600,000
              Holiday Inn     Southwark                        budget standard                                                                    operated as a going
              Southwark       Street                           hotel comprising                                                                       concern with a
                              London SE1                       88 bedrooms with                                                                  franchise agreement
                                                               two meeting rooms,                                                                          with IHG
                                                               bar and the Great
                                                               Room dining area

      Total                                                                                                                                                                £105,400,000




167
                                                                                                                        Annexure 7


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE FORECAST
INFORMATION OF REDEFINE INTERNATIONAL AND REDEFINE INTL PLC


“The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196
5 August 2010

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE FORECAST INFORMATION
OF REDEFINE PROPERTIES INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”) AND
REDEFINE INTL PLC

We have examined the profit forecasts and the related assumptions of:
• Redefine International for the one month period ending 31 August 2010 and the year ending 31 August 2011, which
  amounts to an attributable net profit (assuming that the minimum net proceeds have been received) before distribution
  to shareholders of £0.3 million and £3.5 million, respectively, and an attributable net profit (assuming that the maximum
  net proceeds have been received) before distribution to shareholders of £0.2 million and £3.3 million as set out
  in paragraph 17 of this prospectus to be dated on or about 5 August 2010 (the “prospectus”); and
• Redefine Intl plc for the eleven month period ending 31 August 2010 and the year ending 31 August 2011, which amounts to
  an attributable net profit (assuming that the minimum net proceeds have been received) before distribution to shareholders
  of £7.4 million and £15.6 million respectively, and an attributable net profit (assuming that the maximum net proceeds
  have been received) before distribution to shareholders of £7.4 million and £17.3 million as set out in Annexure 27 of the
  prospectus (together, the “profit forecasts”).
We have also examined the forecast vacancy profile, by sector, by gross lettable area (the “forecast vacancy profile”) set out
in paragraph 14 of the prospectus and the forecast lease expiry profiles (the “lease expiry profiles’’) based on existing lease
agreements as set out in paragraph 14 of the prospectus (the profit forecasts, the forecast vacancy profile and the lease expiry
profiles collectively referred to as “the forecast information”).

Directors’ responsibility
The directors of Redefine International are responsible for the forecast information, including the assumptions set out
in paragraph 17, on which the profit forecasts are based, and for the financial information from which the profit forecasts have
been prepared. This responsibility, arising from compliance with the JSE Listings Requirements, includes:
• determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation
   of the profit forecasts;
• whether the profit forecasts have been properly compiled on the basis stated; and
• whether the forecast information is presented on a basis consistent with the accounting policies of Redefine International.

Reporting accountants’ responsibility
Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying
with the JSE Listings Requirements and for inclusion in the prospectus. We conducted our assurance engagement in accordance
with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information
and circular entitled The reporting accountant’s reporting responsibilities in terms of section 13 of the Listings Requirements of the
JSE Limited issued by The South African Institute of Chartered Accountants. This standard requires us to obtain sufficient
appropriate evidence as to whether:



168
• management’s best-estimate assumptions on which the forecasts are based are not unreasonable and are consistent with the
  purpose of the information;
• the forecast information is properly prepared on the basis of the assumptions;
• the forecast information is properly presented and all material assumptions are adequately disclosed; and
• the forecast information is prepared and presented on a basis consistent with the accounting policies of
  Redefine International.
In a limited assurance engagement, the evidence gathering procedures are more limited than for a reasonable assurance
engagement and therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence
obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Information and sources of information
In arriving at our conclusion, we have relied upon forecast financial information prepared by the management of Redefine
International and other information from various public, financial and industry sources.
The principal sources of information used in arriving at our conclusion are as follows:
• historical interim financial information of Redefine Intl plc for the five-month period ended 28 February 2010;
• unaudited management accounts of Redefine Intl plc for the three-month period ended 31 May 2010;
• management prepared forecasts for the period from 1 June 2010 and ending on 31 August 2010;
• management prepared forecasts for the year ending 31 August 2011;
• discussions with the directors of Redefine International regarding the forecasts presented;
• discussions with directors of Redefine International regarding the prevailing market and economic conditions;
• discussions with the hotel manager appointed by Redefine International with respect to the level of rental income receivable
  and the management fee payable;
• discussions with the group services manager appointed by Redefine International with regard to the forecast expenses;
• valuation reports, prepared by the independent valuers appointed by Redefine International, in respect of the properties;
• lease agreements for a sample of the properties held under such leases;
• the Redefine International management agreement;
• term sheets and loan agreements from Aviva Commercial Finance Limited, Allied Irish Banks plc, The Royal Bank
  of Scotland plc, Citibank International plc, Merrill Lynch International, Valovis Bank A.G., Barclays Bank plc, KBC Bank
  N.V., Schroders Limited, Sandgate Switzerland Investments Limited and Corovest Mezzanine Capital Limited;
• rights issue announcement details and share placing details from Cromwell;
• mezzanine finance agreements between the group and Corovest Mezzanine Capital Limited; and
• dividend distribution announcements by Cromwell and Wichford plc.

Procedures
In arriving at our conclusion we have performed the following procedures:
Rental income (retail, industrial, commercial and residential)
• The forecast contracted rental income streams per the profit forecast, were selected for a sample of properties and agreed
   to the underlying lease agreements. The total coverage obtained was 70% of the forecast contracted rental income for the
   11-month period ending 31 August 2010.
• The rental income streams from the above sample were recalculated to ensure accuracy of the information contained in the
   profit forecasts.
• Uncontracted rental income (including leases which expire during the period under review) comprises 4.1% of the gross
   rental income for the 11-month period ending 31 August 2010 and 9.8% of gross rental income for the year ending
   31 August 2011.
• Existing lease agreements that will expire during the period under review were discussed individually with the group
   services manager. Unless the existing tenant has indicated that it intends to vacate the premises, it has been assumed that
   the existing tenant will renew the lease agreement and the resultant uncontracted rental income has been included in the
   forecast. For the 11-month period ending 31 August 2010 this amounts to 2.3% of gross rental income and for the year
   ending 31 August 2011 this amounts to 5.7% of gross rental income.
• Space that is currently empty has been excluded from the profit forecasts.




                                                                                                                         169
• The vacancy levels per the forecast model were compared to the historical vacancy levels for reasonableness.
• Lease agreements which have expired, which have not been renewed, and for which the tenant remains in situ paying rent
  were discussed with the group services manager. Unless the existing tenant has indicated that it intends to vacate the premises,
  it has been assumed that rental income will be the same as that received under the previous signed lease agreement, and
  is included in the forecasts as uncontracted rental income. For the 11-month period ending 31 August 2010 this amounts
  to 4.1% of gross rental income and for the year ending 31 August 2011 this amounts to 9.8% of gross rental income.

Hotel revenues
The forecasted hotel rental income comprises the anticipated contractual entitlement calculated of £8.3 million per annum.

Expenses
For a sample of properties, forecast expenses were compared to the historical expenses. Explanations were obtained for any
significant differences. The total expenses tested amounted to 81.0% of the total forecast expenses for the 11-month period
ending 31 August 2010.
The detailed forecast expenditure was reviewed to ensure that all material expenditure items, as required by paragraph 13.14(f )
of the JSE Listings Requirements, were disclosed.

Portfolio expenses
The forecast interest income, interest expense, property management fees, hotel management fees and other portfolio expenses
were assessed for reasonableness and, where applicable, recalculated.

Application of accounting policies
We ascertained that the accounting policies to be applied by Redefine International in the future were applied consistently
in arriving at forecast income, and agreed to the disclosed accounting policies and International Financial Reporting
Standards for the respective accounting periods.

Model review
In order to ensure that the forecast model for the property income and expenses was accurate and reliable, we performed a high
level review to determine the consistency and mathematical accuracy of the model.

Vacancy profile and lease expiry profile
We reviewed the individual property worksheets to ascertain that the vacancy profile and the lease expiry profile included
in the model was derived from the correct sources.
We compared the vacancy profile and lease expiry profile included in paragraph 14 of the prospectus to the vacancy profile
and lease expiry profile in the model and found them to be in agreement.

Accuracy of the information
We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, (or obtained
through discussions from the management of Redefine International, and the group services manager). While our work
has involved an analysis of historical financial information and consideration of other information provided to us, our
assurance engagement does not constitute an audit or review of historical financial information conducted in accordance
with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express
an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy
or completeness of any information provided to us, in respect of the property forecast and relevant information included
in the prospectus.

Conclusion
Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that:
• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast
   information;
• the forecast information has not been properly compiled on the basis stated;
• the profit forecasts have not been properly presented and all material assumptions are not adequately disclosed;
• the forecast information is not presented on a basis consistent with the accounting policies of Redefine International.


170
Actual results are likely to be different from the forecast since anticipated events frequently do not occur as expected and the
variation may be material. Accordingly no assurance is expressed regarding the achievability of the profit forecasts.


Yours faithfully,


KPMG Inc.
Per Mickey Bove
Chartered Accountant (SA)
Registered Auditor
Director


KPMG Crescent
85 Empire Road
Parktown
Johannesburg”




                                                                                                                           171
                                                                                                                    Annexure 8


UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF
REDEFINE INTERNATIONAL


Set out below is the unaudited consolidated pro forma statement of financial position of the group which is based on the audited
balance sheet of Redefine International as at 30 June 2010 (as set out in Annexure 11) after adjusting for the consolidation
of Redefine Intl plc, the Seaham acquisition, the interim 2010 dividend, the Cromwell investment in July 2010, the Cromwell
rights issue, the Aviva transaction, the hotel transaction and the private placement (collectively, the “Adjustments”), on the
bases set out in the notes to the unaudited consolidated pro forma statement of financial position below.
The unaudited consolidated pro forma balance of the group reflects the effects of the private placement as follows:
• minimum, being the minimum amount of £55 million that is raised in terms of the private placement; and
• maximum, being the maximum amount of £90 million that is raised in terms of the private placement.
It has been assumed that the Adjustments took place on 30 June 2010. The unaudited consolidated pro forma statement
of financial position is the responsibility of the directors of Redefine International and is provided for illustrative purposes
only to illustrate the effects on Redefine International financial position following the Adjustments. Due to the nature
of the unaudited consolidated pro forma statement of financial position, it may not fairly present the group’s financial position
after the Adjustments. The independent reporting accountants’ report on the unaudited consolidated pro forma statement
of financial position is set out in Annexure 9. The independent reporting accountants’ report on the value and existence of
the properties to be acquired by the group (being Seaham, the Aviva transaction (to the extent that the “Aviva transaction”
column relates to Birchwood) and the hotel transaction) and is set out in Annexure 10.




172
                                                                                                                                                                                    Pro forma                                                  Pro forma                                     Pro forma
                                                                                                                                  Pro forma                                              after the                               Pro forma         after the                                   after the
                                                                                                                                  before the                                           Cromwell                                    after the     Cromwell                                          hotel
                                                                                                                                   Cromwell                                         transaction,                                       hotel   transaction                                        trans-
                                                                        Consoli-                                                transaction,                                          and before                                transaction     and before                                        action
                                                                           dation                                                   the hotel                                           the hotel                  Minimum          and the       the hotel                  Maximum            and the
                                                                  The adjustment                                                 transaction     Cromwell                            transaction                      private        private   transaction                      private          private
                                                              interim          for                                   Aviva           and the    investment        Cromwell                and the      Hotel       placement placement              and the      Hotel       placement       placement
                                                Redefine        2010    Redefine             Seaham                 Trans-            private       in July          rights                private     trans-          of £55        (mini-          private     trans-          of £90           (up to
                                      Before1    Intl plc2   dividend3    Intl plc4       Acquisition5              action6       placement           20107            issue8         placement        action9        million10       mum)      placement        action9        million10    maximum)
                                      £’000       £’000         £’000       £’000              £’000                £’000              £’000         £’000           £’000                  £’000      £’000            £’000         £’000           £’000      £’000            £’000            £’000

      ASSETS
      Non-current assets
      Investment property                       182,786                                       16,1065.4            30,0006.2       228,892                                             228,892       112,9009.1                      341,792      228,8923     112,9009.1                      341,792
      Long-term receivables                      41,789                                                               7506.4        42,539                                              42,539                                        42,539       42,539                                       42,539
                                                                                                                                                            7.1               8.1
      Other investments                          43,381                                                                             43,381         30,000             8,000             81,381                                        81,381       81,381                                       81,381
      Intangible assets                           7,172                                                               6476.5         7,819                                               7,819                                         7,819        7,819                                        7,819
      Investments in joint ventures               2,554                                                              7,0006.6        9,554                                               9,554                                         9,554        9,554                                        9,554
      Investments in associates                  21,525                                                                             21,525                                              21,525                                        21,525       21,525                                       21,525

      Total non-current asset                   299,207             –              –             16,106            38,397          353,710         30,000            8,000             391,710       112,900                 –       504,610      391,710      112,900                –        504,610

      Current assets
      Trade and other receivables                 9,813                                          9845.3                3366.2        11,133                                              11,133                                       11,133       11,133                                        11,133
      Cash and cash equivalents           –*     24,387       (2,595)3.1                        (949)5.2/5.3       (7,041)6.6        13,802                          (5,000)              8,802      (24,400)9.1       18,08610.1/10.3 2,488        8,802      (44,400)9.1       53,08610.2/10.3 17,488

      Total assets                        –     333,407      (2,595)               –             16,141            31,692          378,645         30,000            3,000             411,645        88,500          18,086         518,231      411,645       68,500          53,086         533,231

      EQUITY AND LIABILITIES
      Capital and reserves
      Share capital                       –*       2,385            23.2     (2,372)4.2                                                   15                                                  15                           10            25             15                          1610.2          31
      Share premium                             179,893           1213.2 (180,014)4.2                                                      –                                                   –                            –             –                                                          –
      Retained earnings                         (74,511)      (2,718)3.1/3.2 77,2294.2                                                     –                                                   –                            –             –                                                          –
      Non-distributable reserve                    7,944                     (7,944)4.2                                                    –                                                   –                            –             –                                                          –

      Total equity attributable
      to equity shareholders              –*    115,711      (2,595)       (113,101)                                     –*               15                                                  15                           10            25             15                           16             31
      Non-controlling interest                    2,561                      33,2664.5                             13,000            48,827                                              48,827                                       48,827       48,827                                       48,827

      Total equity                        –*    118,272      (2,595)        (79,835)                     –         13,000            48,842             –                 –              48,842                            10         48,852       48,842            –               16         48,858

      Non-current liabilities
      Debentures – Capital                                                  73,2634.3                                               73,263                                               73,263                    47,82610.1        121,089       73,263                       78,26110.2 151,524
      Debentures – Premium                                                   2,9324.4                                                2,932                                                2,932                     3,25010.1/10.3     6,182        2,932                         7,80910.2/10.3 10,741
      Loans and borrowings                      161,444                                        15,3245.3       15,8536.2/6.3       192,621                                              192,621      88,5009.2                       281,121      192,621       68,500                         261,121

      Total non-current liabilities             161,444             –        76,195              15,324            15,853          268,816              –                 –            268,816        88,500          51,076         408,392      268,816       68,500          86,070         423,386




173
                                                                                                                                                                                   Pro forma                                               Pro forma                                      Pro forma




174
                                                                                                                                    Pro forma                                         after the                             Pro forma         after the                                     after the
                                                                                                                                    before the                                      Cromwell                                  after the     Cromwell                                            hotel
                                                                                                                                     Cromwell                                    transaction,                                     hotel   transaction                                          trans-
                                                                              Consoli-                                            transaction,                                     and before                              transaction     and before                                          action
                                                                                 dation                                               the hotel                                      the hotel                Minimum          and the       the hotel                  Maximum              and the
                                                                        The adjustment                                             transaction     Cromwell                       transaction                    private        private   transaction                      private            private
                                                                    interim          for                              Aviva            and the    investment       Cromwell            and the     Hotel      placement placement              and the       Hotel      placement         placement
                                                    Redefine          2010    Redefine             Seaham            Trans-             private       in July         rights            private    trans-         of £55        (mini-          private      trans-         of £90             (up to
                                        Before1      Intl plc2     dividend3    Intl plc4       Acquisition5         action6        placement           20107           issue8     placement       action9       million10       mum)      placement         action9       million10      maximum)
                                        £’000         £’000           £’000       £’000              £’000           £’000               £’000         £’000          £’000              £’000     £’000           £’000         £’000           £’000       £’000           £’000              £’000

      Current liabilities
      Loans and borrowings                            43,028                                                                           43,028          30,0007.2       3,0008.2       76,028                    (33,000)10.3    43,028        76,028                       (33,000)10.4      43,028
      Trade and other payables                        10,663                         3,6404.6           8175.3         2,8396.2        17,959                                         17,959                                    17,959        17,959                                         17,959

      Total current liabilities                       53,691              –         3,640               817           2,839            60,987         30,000          3,000           93,987            –       (33,000)        60,987        93,987              –       (33,000)           60,987

      Total liabilities                             215,135               –        79,835            16,141         18,692           329,803          30,000          3,000         362,803       88,500         18,076        469,379       362,803        68,500         53,070          484,373

      Total equity and liabilities          –*      333,407         (2,595)              –           16,141         31,692           378,645          30,000          3,000         411,645       88,500         18,086        518,231       411,645        68,500         53,086          533,231

      Number of linked units in issue                                         168,505,303                                         168,505,303                                    168,505,303                 110,000,000 278,505,303 168,505,303                       180,000,000 348,505,303

      Net asset value per linked
      unit (pence)                                                                  45.23                                               45.23                                           45.23                                    45.71          45.23                                         46.57

      Net tangible asset value per
      linked unit (pence)                                                           40.97                                               40.59                                           40.59                                    42.90          40.59                                         44.33

      * less than £1,000.
      Notes and assumptions:
      1.   Extracted from the audited results of Redefine International for the period from incorporation (11 May 2010) to 30 June 2010 as presented in Annexure 11.
      2.   Extracted from the reviewed interim results of Redefine Intl plc for the five month period ended 28 February 2010. These 2010 interim results were reported on by the independent reporting accountants whose report is set out in Annexure 12.
           Redefine Intl plc’s reviewed results for the five month period ended 28 February 2010 is available for inspection on the Redefine Intl plc’s website.
      3.   Interim 2010 dividend:
           3.1 227,663,713 Redefine Intl plc shareholders elected to receive the interim 2010 dividend of 1.14 pence per share in the form of cash. The total cash dividend paid on 9 July 2010 was £2.59 million.
           3.2 A total of 222,585 Redefine Intl plc shares were issued to shareholders pursuant to the interim 2010 dividend. The par value of the shares is 1 pence per share. The market value for the Redefine Intl plc shares issued in terms of the scrip dividend portion of the interim 2010
                 dividend was set as 55.40 pence per share. These shares were issued on 9 July 2010, and the new shares were admitted to trading on AIM on 19 July 2010.
      4.   Acquisition by Redefine International of Redefine Intl plc and issued of linked units:
           4.1 On 10 August 2010 Redefine International issued 168,505,303 Redefine linked units to Redefine Properties at R5.20 per linked unit. Redefine International purchased 168,505,303 Redefine Intl plc shares from Redefine Properties at an ex dividend net asset value of 45.23
                pence per share (being R5.20 translated from South African Rand into pounds sterling using an exchange rate of £1.00 : R11.50). This share purchase reflects the acquisition of 70.66% of the Redefine Intl plc issued share capital, resulting in Redefine International acquiring
                control of Redefine Intl plc.
           4.2 This adjustment comprises:
                4.2.1 the elimination of the Redefine Intl plc share capital of £24 million together with the issue of the 168,505,303 linked units. The 168,505,303 linked units comprise 168,505,303 shares issued at the par value of R0.001 per share equating to a share capital of R168,505
                        or £14,653 (translated from South African Rand to pounds sterling using a rate of £1.00 : R11.50);
                4.2.2 the elimination of the Redefine Intl plc share premium and reserves as a result of the consolidation of Redefine Intl plc into the group.
           4.3   This adjustment represents the issue of 168,505,303 debentures at the R5.00 face value per debenture totalling £73.3 million (being R842.5 million translated into pounds sterling using an exchange rate of £1.00 : R11.50).
           4.4   The debenture premium results from the difference between the R5.20 issue price of the linked units referred to in 4.1 and the aggregate of the face value and the nominal par value of the debentures and shares.
           4.5   Non-controlling interests represents the holdings by minority shareholders of the subsidiaries of the group.
           4.6   The current liability represents the dividend payable to Redefine Properties in respect of the 168,505,303 Redefine Intl plc shares sold by Redefine Properties to Redefine International on 10 August 2010, referred to in paragraph 30 of the prospectus.
    4.6 The current liability represents the dividend payable to Redefine Properties in respect of the 168,505,303 Redefine Intl plc shares sold by Redefine Properties to Redefine
        International on 10 August 2010, referred to in paragraph 30 of the prospectus.
5. Seaham acquisition:
   5.1 At 28 February 2010, Redefine Intl plc owned 100% of Byron Place Seaham Limited, which had a 50% beneficial interest in Byron Place Shopping Centre. This
        investment was equity accounted in accordance with IFRS as an investment in a joint venture and the carrying value at 28 February 2010 was £nil.
   5.2 As set out in paragraph 9.3, on 25 March 2010 Redefine Intl plc paid £1.1 million to acquire the remaining 50% beneficial interest in the Byron Place Shopping Centre,
        through the acquisition of 100% of Seaham Limited. Consequently Byron Place Shopping Centre is now wholly-owned by Redefine Intl plc.
   5.3 These amounts represent the fair value of the assets and liabilities of the Byron Place Shopping Centre which were acquired by Redefine Intl plc on acquisition. The loan
        from Aviva has been fair valued using a rate of 7.4% discounted over the 20-year term of the loan.
   5.4 As at 28 February 2010 the Byron Place Shopping Centre was valued at £16.1 million.
6. The Aviva transaction:
   6.1 The Aviva transaction adjustment column includes the Birchwood acquisition, the Wigan acquisition and the revised facility arrangements with Aviva, each of which are
        described in more detail in the following points.
   6.2 At 28 February 2010, Redefine Intl plc owned a 33.33% interest in Birchwood which was equity accounted in accordance with IFRS as an investment in a joint venture.
        The carrying value at 28 February 2010 was £nil. As mentioned in paragraph 9.4 of the prospectus, Redefine Intl plc will increase its stake in Birchwood from 33.33%
        to 100%. As at 28 February 2010 the Birchwood Shopping Centre was valued at £30 million. Upon the successful completion of the Aviva transaction and the resulting
        increase in Redefine Intl plc’s shareholding in Birchwood, this will result in the consolidation of the assets and liabilities of Birchwood. These numbers have been extracted
        from the audited financial statements of Birchwood as at 30 September 2009. The financial statements were audited by KPMG who provided an unqualified audit
        opinion.
   6.3 As set out in paragraph 9.4, Redefine Intl plc, Aviva and Norwich Union entered into a debt restructuring arrangement. The amended and restated loan terms agreed with
        Aviva include the group entering into:
        6.3.1 a convertible loan facility in the amount of £13.0 million which is available for the purposes of repaying certain loans to other Redefine Intl plc subsidiaries, and for
                general working capital purposes. This facility bears interest at a rate of 6% per annum. The loan facility has been fair valued in accordance with the requirements
                of IFRS, and is classified as an equity instrument; and
        6.3.2 a term loan facility in the amount of £29.15 million, bearing interest at a rate of 6.1% per annum. Such a loan is classified as a liability.
   6.4 The long-term receivables balance in the amount of £0.75 million represents the loan from Redefine Intl plc to Corovest Mezzanine Capital Limited, who has provided
        mezzanine capital to Birchwood after a fair value adjustment has been applied. The loan bears interest at 10% and is secured by a second charge over the property. Further
        details are presented in Annexure 18.
   6.5 Intangible assets have been recognised in accordance with IFRS at an initial cost of £0.6 million, representing the excess of the cost of the business combination over the
        acquirer’s interest in the net fair value of the acquired identifiable assets and liabilities. This effectively represents the value of the guarantee provided by Aviva relating to
        the convertible instrument. This will be amortised over a period of three years. The loan from Aviva has been fair valued using a rate of 12% over the 25-year term of the
        loan. The 12% is the deemed market interest rate for a loan of this nature and term.
   6.6 At 28 February 2010, Redefine Intl plc did not own any interest in Wigan. As mentioned in paragraph 9.4 of the prospectus, as part of the Aviva transaction, Redefine
        Intl plc will acquire the Grand Arcade Shopping Centre out of administration, with the consent of Aviva. After the Wigan acquisition is implemented, Redefine Intl plc
        will acquire a 50% interest in Wigan and advance £7.00 million to Wigan in terms of a loan facility. The £7.00 million loan facility will earn interest at 6% per annum.
        Wigan will be equity accounted in terms of IFRS.
7. Cromwell investment in July 2010:
   7.1 On 13 July 2010 Redefine Intl plc announced that it had subscribed for a further minority stake of 6.88% in Cromwell through a subscription in cash for 69,333,333
       new stapled securities at AUD75 cents per stapled security, issued on 15 July 2010. This equates to an investment of £30.0 million, being AUD52 million translated
       from Australian dollars to pounds sterling using an exchange rate of £1.00 : AUD1.73. The Redefine Intl plc shareholding in Cromwell increased to 174,083,333 stapled
       securities or 19.85% post this investment.
   7.2 The Cromwell investment in July 2010 was funded through a loan advanced by Redefine to Redefine International. The terms of the loan are set out in Annexure 18
       to the prospectus. It is anticipated that the loan will be repaid from the proceeds of the private placement, as described in Note 10 below.
8. Cromwell rights issue:
   8.1 On 12 July 2010 Cromwell announced a 1 for 10 non-renounceable rights issue at AUD72 cents per stapled security. The rights issue opened on 26 July 2010 and will
       close on 13 August 2010. The group will participate in the Cromwell rights issue up to a maximum of £8 million, being a maximum of AUD14 million translated from
       Australian dollars to pounds sterling using an assumed exchange rate of £1.00 : AUD1.75. This assumes that the group will hold a maximum of 19.9% of the issued share
       capital in Cromwell after the rights issue.
   8.2 Redefine Intl plc’s participation in the Cromwell rights issue will be partially funded through a loan of up to £3 million advanced by Redefine to Redefine International
       and partially funded through existing cash resources up to an amount of £5 million. The terms of the loan are set out in Annexure 18 to the prospectus. It is anticipated
       that the loan will be repaid from the proceeds of the private placement, as described in Note 10 below.
9. Hotel transaction:
    9.1 Represents the acquisition of the hotel portfolio as described in paragraph 9.5 of the prospectus.
    9.2 Represents the portion of the purchase price of the hotel transaction funded through a loan advanced by Aareal Bank. The terms of the loan are set out in Annexure 18
         to the prospectus.
10. The private placement:
    10.1 In respect of the minimum amount to be raised in terms of the private placement, it has been assumed that 110,000,000 private placement units will be issued at a Rand
         equivalent price of 50 pence per private placement unit (raising R5.75 translated from South African Rand to pounds sterling using an exchange rate of £1.00: R11.50)
         raising gross proceeds of £55 million (net proceeds of £51.1 million). Furthermore, an assumption has been made that £30 million of the proceeds introduced by the
         private placement will be utilised to repay the loan from Redefine which was used to fund the Cromwell investment in July 2010, £3 million will be utilised to repay the
         loan from Redefine which will be used to partially fund Redefine Intl plc’s participation in the Cromwell rights issue and £18.1 million of the proceeds from the private
         placement will be utilised to fund the hotel transaction.
    10.2 In respect of the maximum amount to be raised in terms of the private placement, it has been assumed that 180,000,000 private placement units will be issued
         at a Rand equivalent price of 50 pence per private placement unit (raising R5.75 translated from South African Rand to pounds sterling using an exchange rate of £1.00:
         R11.50) raising gross proceeds of £90 million (net proceeds of £86.1 million). Furthermore, an assumption has been made that £30 million of the proceeds introduced
         by the private placement will be utilised to repay the loan from Redefine which was used to fund the Cromwell investment in July, £3 million will be utilised to repay
         the loan from Redefine which will be used to partially fund Redefine Intl plc’s participation in the Cromwell rights issue, £44.4 million of the proceeds from the private
         placement will be utilised to fund the hotel transaction and the balance of the proceeds will be invested in cash and cash equivalents.
    10.3 Cash and cash equivalents and debenture premium have been adjusted for the estimated transaction costs of £3.9 million in respect of the private placement.
    10.4 £30 million of the proceeds raised from the private placement will be used to repay the loan from Redefine which was used to fund the Cromwell investment in July 2010
         and £3 million will be utilised to repay the loan from Redefine which will be used to partially fund Redefine Intl plc’s participation in the Cromwell rights issue.
11. No adjustment has been made to the unaudited consolidated pro forma statement of financial position to reflect trading results of Redefine Intl plc since 28 February 2010.




                                                                                                                                                                                    175
                                                                                                                   Annexure 9


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE UNAUDITED
CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF REDEFINE
INTERNATIONAL


“The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196
5 August 2010


Dear Sirs


INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE UNAUDITED
CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF REDEFINE PROPERTIES INTERNATIONAL
LIMITED (“REDEFINE INTERNATIONAL”)


Introduction
We have performed our limited assurance engagement in respect of the unaudited consolidated pro forma financial information
set out in Annexure 8 of the prospectus dated on or about 16 August 2010 (the “prospectus”) issued in connection with the
listing of Redefine International in the “Real Estate – Real Estate Holdings and Development” sector of the JSE Limited
(the “JSE”) lists and the private placement of Redefine International linked units (the “private placement”) that is the subject
of this prospectus of Redefine International.
The unaudited consolidated pro forma financial information has been prepared in accordance with the Listings Requirements
of the JSE (the “JSE Listings Requirements”), for illustrative purposes only, to provide information about how the transaction
might have affected the reported historical financial information presented, had the corporate action been undertaken
as at the date of the unaudited consolidated pro forma statement of financial position being reported on.


Directors’ responsibility
The directors are responsible for the compilation, contents and presentation of the unaudited consolidated pro forma financial
information contained in the prospectus and for the financial information from which it has been prepared. Their responsibility
includes determining that: the unaudited consolidated pro forma financial information has been properly compiled on the
basis stated; the basis is consistent with the accounting policies of Redefine International; and the unaudited consolidated
pro forma adjustments are appropriate for the purposes of the unaudited consolidated pro forma financial information disclosed
in terms of the JSE Listings Requirements.


Reporting accountants’ responsibility
Our responsibility is to express a limited assurance conclusion on the unaudited consolidated pro forma financial information
included in the prospectus. We conducted our limited assurance engagement in accordance with the International Standard
on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information
and the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants.
This standard requires us to comply with ethical requirements and to plan and perform the assurance engagement to obtain
sufficient appropriate audit evidence to support our limited assurance conclusion, expressed below.




176
We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation
of the unaudited consolidated pro forma financial information, beyond that owed to those to whom those reports were
addressed by us at the dates of their issue.

Sources of information and work performed
Our procedures consisted primarily of comparing the unadjusted audited historical financial information of Redefine
International with the source documents, considering the unaudited consolidated pro forma adjustments in light of the
accounting policies of Redefine International, considering the evidence supporting the unaudited consolidated pro forma
adjustments, recalculating the amounts based on the information obtained and discussing the unaudited consolidated
pro forma financial information with the directors of Redefine International.
In arriving at our conclusion, we have relied upon financial information prepared by the directors of Redefine International
and other information from various public, financial and industry sources.
Whilst our work performed involved an analysis of the historical audited financial information and other information provided
to us, our limited assurance engagement does not constitute either an audit or review of any of the underlying financial
information undertaken in accordance with the International Standards on Auditing or the International Standards on Review
Engagements and accordingly, we do not express an audit or review opinion.
In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance
engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe that our evidence
obtained is sufficient and appropriate to provide a basis for our conclusion.

Opinion
Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that, in terms
of Sections 8.17 and 8.30 of the JSE Listings Requirements:
• the unaudited consolidated pro forma financial information has not been properly compiled on the basis stated;
• such basis is inconsistent with the accounting policies of Redefine International;
• the adjustments are not appropriate for the purposes of the unaudited consolidated pro forma financial information
   as disclosed pursuant to Section 8.30 of the JSE Listings Requirements.


Consent
We consent to the inclusion of this letter and the reference to our opinion in the prospectus to be issued by Redefine
International in the form and context in which it appears.


Yours faithfully,


KPMG Inc.
Per Mickey Bove
Chartered Accountant (SA)
Registered Auditor
Director


KPMG Crescent
85 Empire Road
Parktown
Johannesburg”




                                                                                                                          177
                                                                                                                 Annexure 10


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE VALUE AND EXISTENCE
OF THE PROPERTIES ACQUIRED BY REDEFINE INTERNATIONAL


“The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196
5 August 2010


Dear Sirs


INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE VALUE AND EXISTENCE
OF THE PROPERTIES TO BE ACQUIRED BY REDEFINE PROPERTIES INTERNATIONAL LIMITED
(“REDEFINE INTERNATIONAL”) WHICH INCLUDE SEAHAM (COLLECTIVELY SEAHAM LIMITED,
SEAHAM WAX LIMITED AND BYRON PLACE SEAHAM LIMITED AND BIRCHWOOD (BIRCHWOOD
WARRINGTON LIMITED) RESULTING IN A SHAREHOLDING OF 100% AND 100%, RESPECTIVELY, BY
REDEFINE INTERNATIONAL TOGETHER WITH THE ACQUISITION BY REDEFINE INTERNATIONAL OF
FIVE HOTELS, (COLLECTIVELY REFERRED TO AS THE “PROPERTY PORTFOLIO”) AS REFLECTED IN
THE UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION


Introduction
We have performed our limited assurance engagement for purposes of paragraph 13.16(e) of the Listings Requirements of the
JSE Limited (“JSE Listings Requirements”) with regard to:
• the existence of the property portfolio to be acquired by Redefine International; and
• the value at which the property portfolio is reflected in the “Seaham acquisition” column, the “Aviva transaction”
   column (to the extent that the “Aviva transaction” column relates to Birchwood), and the “Hotel transaction” column
   of the unaudited consolidated pro forma statement of financial position of Redefine International set out in Annexure 8
   of the Redefine International prospectus, to be dated on or about 16 August 2010, issued in connection with the listing
   on the JSE Limited and the private placement of Redefine International linked units.


Responsibilities of the directors
The directors of Redefine International are solely responsible for the compilation, contents and presentation of the unaudited
consolidated pro forma statement of financial position contained in the prospectus and for the financial information from
which it has been prepared, including the financial information relating to the property portfolios to be acquired.
Their responsibility is to satisfy themselves that the property portfolio to be acquired by Redefine International exists, has
been valued in accordance with Redefine International’s accounting policies and the recognition and measurement criteria
of International Financial Reporting Standards (“IFRS”) and are correctly reflected in the Seaham acquisition column the
“Aviva transaction” column (to the extent that the “Aviva transaction” column relates to Birchwood) and the “Hotel transaction”
column of the unaudited consolidated pro forma statement of financial position of Redefine International.
Reporting accountants’ responsibility
Our responsibility is to express our limited assurance conclusion regarding the existence and value of the property portfolio
to be acquired by Redefine International, as reflected in the adjustment column of the unaudited consolidated pro forma
statement of financial position of Redefine International, based on our independent assurance engagement.




178
Our independent assurance engagement has been performed in accordance with the International Standard on Assurance
Engagements ISAE 3000 applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial
information and paragraph 13.16(e) of the JSE Listings Requirements. This standard requires us to comply with ethical
requirements and to plan and perform the assurance engagement to obtain sufficient appropriate audit evidence to support
our limited assurance conclusion, expressed below. We have also considered the guidance in ISA 620 ‘Using the work of an
expert’ in respect of the valuations provided by the independent registered ‘property’ valuer (the “independent valuer”) in
accordance with paragraphs 13.20 to 13.31 of the JSE Listings Requirements.


Summary of work performed
Existence and valuation of the property portfolio
Our procedures included making such inquires and obtaining such representations from the directors as we considered
necessary, and in addition we:
• physically inspected the property to be acquired, to establish the existence;
• examined the title deeds for the Seaham and Birchwood properties;
• obtained confirmation of the existence and value of liabilities in respect of the mortgage registered over the Seaham and
   Birchwood properties;
• compared the value at which the property is being acquired reflected in the unaudited consolidated pro forma statement
   of financial position to the valuations included in Annexure 6 of the prospectus;
• considered the valuations provided by the independent valuer in accordance with the guidance in ISA 620: Using the work
   of an expert and obtained evidence of the following:
   o the professional competence of the independent valuer, in particular, membership of an appropriate professional body
       and experience and reputation in the field;
   o the independence of the independent valuer, including confirmation from the valuer that there were no actual
       or apparent conflicts of interest that might impair, or be perceived to impair, his or her objectivity;
   o that the scope of the independent valuer’s work was adequate for the purposes of determining the property values
       included in the unaudited consolidated pro forma statement of financial position; and
   o the appropriateness of the independent valuer’s work as audit evidence regarding the values at which the properties are
       reflected in the unaudited pro forma statement of financial position;
• inspected the statutory records of the Birchwood and Seaham including the share registers, and confirmed all changes
   therein with management.
In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance
engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe that our evidence
obtained is sufficient and appropriate to provide a basis for our conclusion.


Conclusion
Based on our work performed, nothing has come to our attention that causes us to believe that:
• the property portfolio does not exist;
• the value at which the acquisition of the property portfolio is reflected in the unaudited consolidated pro forma statement
   of financial position is not, in all material respects, in accordance with the accounting policies adopted by Redefine
   International and the recognition and measurement criteria of IFRS.

Yours faithfully,

KPMG Inc.
Per Mickey Bove
Chartered Accountant (SA)
Registered Auditor
Director

KPMG Crescent
85 Empire Road
Parktown
Johannesburg”



                                                                                                                        179
                                                                                                               Annexure 11


HISTORICAL FINANCIAL INFORMATION OF REDEFINE INTERNATIONAL


These are extracts from the audited financial statements of Redefine International for the period from incorporation
(11 May 2010) to 30 June 2010 and should be read in conjunction with the report provided in Annexure 12. These extracts
are the responsibility of the directors of Redefine International.


Nature of business
The company is a property holding and investment company. There has been no change in the nature of the business of the
company.
The company has not traded during the period.


Loans receivable
The company did not have any material loans receivable during the periods in question nor did they furnish any loan for the
benefit of any director or manager or any associate of any director or manager.


Borrowings
The company does not have any material borrowings at the balance sheet date.


Share capital
70 ordinary shares were issued at par on incorporation.


Subsequent events
Other than in respect of the acquisition of the shares in Redefine Intl plc from Redefine, the Seaham acquisition, the Aviva
transaction, the Cromwell investment in July 2010, the hotel transaction and the private placement, no other material fact or
circumstance has occurred.


REDEFINE PROPERTIES INTERNATIONAL LIMITED

STATEMENT OF FINANCIAL POSITION
at 30 June 2010

                                                                                                  Note               2010
                                                                                                                        R

ASSETS
Current assets
Cash and cash equivalents                                                                                               70
Total assets                                                                                                           70
EQUITY AND LIABILITIES
Total equity attributable to equity holders
Share capital                                                                                         2                 70
Share premium                                                                                         2                  –
Total equity and liabilities                                                                                           70
Net asset value per share (Rand)                                                                                         1




180
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM INCORPORATION (11 MAY 2010) TO 30 JUNE 2010

                                                                      Share capital         Share premium          Total
                                                                                 R                      R             R

Balance at 11 May 2010                                                            –                        –           –
Issue of shares                                                                  70                        –          70

Balance at 30 June 2010                                                          70                        –          70


STATEMENT OF CASH FLOW
FOR THE PERIOD FROM INCORPORATION (11 MAY 2010) TO 30 JUNE 2010

                                                                                                                   2010
                                                                                                                      R

Financing activities
Proceeds on share issued                                                                                              70

Increase in cash and cash equivalents                                                                                 70
Cash and cash equivalents at the beginning of the period                                                               –

Cash and cash equivalents at the end of the period                                                                    70

Cash and cash equivalents consist of cash on hand.


1.   ACCOUNTING POLICIES
     The financial statements have been prepared in accordance with International Financial Reporting Standards.
     The accounting policies of the group are the same as those used by Redefine Intl plc which are set out in Annexure 13.


2.   SHARE CAPITAL AND SHARE PREMIUM
                                                                                                                   2010
                                                                                                                      R

     Authorised
     1 000 ordinary shares of R1.00 each                                                                          1,000

     Issued
     70 ordinary shares of R1.00 each                                                                                 70




                                                                                                                       181
                                                                                                                   Annexure 12


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE                                                              HISTORICAL
FINANCIAL INFORMATION OF REDEFINE INTERNATIONAL


“The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196
5 August 2010


Dear Sirs


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE REPORT OF HISTORICAL FINANCIAL
INFORMATION (COMPRISING THE BALANCE SHEET, NOTES THERETO AND ACCOUNTING POLICIES
ONLY) OF REDEFINE PROPERTIES INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”)


Introduction
At your request, we present our independent reporting accountants’ report on the report of historical financial information
of Redefine International for the period from incorporation (11 May 2010) to 30 June 2010 (“historical financial information”),
for the purposes of complying with the Listings Requirements of the JSE Limited (the “JSE Listings Requirements”) and for
inclusion in the prospectus, dated on or about 16 August 2010 (the “prospectus”), to be issued in conjunction with the listing
of Redefine International. We are the independent auditor of Redefine International.


Responsibility of the directors
The directors of Redefine International are responsible for the compilation, contents and preparation of the prospectus
in accordance with the JSE Listings Requirements and the Companies Act of South Africa (Act 61 of 1973). The directors
are also responsible for the fair presentation in accordance with International Financial Reporting Standards of the historical
financial information contained therein to which this independent reporting accountants’ report relates.


Responsibility of the independent reporting accountants
Our responsibility is to express an audit opinion on the historical financial information for the period from incorporation
(11 May 2010) to 30 June 2010 included in Annexure 11 to the prospectus based on our audit.


Historical financial information for the period from incorporation (11 May 2010) to 30 June 2010

Introduction
We have audited the historical financial information for the period from incorporation (11 May 2010) to 30 June 2010
attached as Annexure 11 to the prospectus prepared in accordance with International Financial Reporting Standards and
in the manner required by the Companies Act of South Africa.

Responsibility of the independent reporting accountants’ on the historical financial information for the period from incorporation
(11 May 2010) to 30 June 2010.
We conducted our audit of the historical financial information for the period from incorporation (11 May 2010)
to 30 June 2010 in accordance with International Standards on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the historical financial



182
information for the period from incorporation (11 May 2010) to 30 June 2010 is free from material misstatement. An audit
involves performing procedures to obtain audit evidence about the amounts and disclosures in the abovementioned historical
financial information for the period ended 30 June 2010. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the historical financial information for the period from
incorporation (11 May 2010) to 30 June 2010, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the historical financial information for
the period ended 30 June 2010 in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the historical financial information for the period from incorporation (11 May 2010)
to 30 June 2010.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
The evidence included that previously obtained by us in the conduct of our audit of the annual financial statements
of Redefine International underlying the historical financial information for the period ended 30 June 2010.


Opinion on the historical financial information for the period from incorporation (11 May 2010) to 30 June 2010
In our opinion, the historical financial information for the period from incorporation (11 May 2010) to 30 June 2010,
included in the prospectus presents fairly, in all material respects, the financial position of Redefine International for the
period from incorporation (11 May 2010) to 30 June 2010 in accordance with International Financial Reporting Standards
and in the manner required by the Companies Act of South Africa (Act 61 of 1973) and the JSE Listings Requirements.

Yours faithfully,


KPMG Inc
Per Marcelle Fouche
Chartered Accountant (SA)
Registered Auditor
Director


KPMG Crescent
85 Empire Road
Parktown
Johannesburg”




                                                                                                                            183
                                                                                                                       Annexure 13


HISTORICAL FINANCIAL INFORMATION OF REDEFINE INTL PLC


Set out below are extracts from the reviewed interim results of Redefine Intl plc for the five months ended
28 February 2010 and the audited financial statements of Redefine Intl plc for the year ended 30 September 2009, published
on 22 May 2010 and 25 November 2009, respectively. These extracts should be read in conjunction with the independent
reporting accountants’ report provided in Annexure 14. These extracts are the responsibility of Redefine International’s
directors. The financial statements for the year ended 30 September 2009, from which the information below was extracted,
were prepared in accordance with International Financial Reporting Standards and interpretations adopted by the International
Accounting Standards Board and which were audited by KPMG in accordance with International Standards on Auditing
(UK and Ireland), who issued an emphasis of matter audit opinion on the financial statements for the year ended 30 September
2009. The reviewed interim results of Redefine Intl plc for the five months ended 28 February 2010 and the audited financial
statements for the year ended 30 September 2009 are open for inspection and available on the Redefine Intl plc’s website.
The emphasis of matter audit opinion on the audited financial statements for the year ended 30 September 2009 was in
respect of the carrying value of the investment property since the property valuations were prepared during a period of market
uncertainty resulting from a lack of market activity and resulting lack of market evidence.


EXTRACTS FROM THE INTERIM RESULTS FOR THE FIVE MONTHS ENDED 28 FEBRUARY 2010
“Redefine Intl plc (“the Group” or “the Company”)
Interim results for five months ended 28 February 2010
Salient features
• Due to a change in financial year end from 30 September to 31 August, the interim period is for the five months ended
   28 February 2010 and is compared to the six months ended 31 March 2009.
• Successful fund raising of circa £80 million in three separate share placements.
• Acquisition of a 21% shareholding in Wichford PLC, a property group listed on the London Stock Exchange.
• Acquisition of a 13% strategic shareholding, in the Cromwell Group, a property fund listed on the Australian Stock
   Exchange together with a seat on the board.
• Acquisition of the remaining 50% of Byron Place Shopping Centre, Seaham, was completed in March 2010.
• Net loss of £3.82 million (March 2009: £26.17 million loss) after an aggregate loss on non-cash items of £7.23 million.
• Profit from core operations increased by 62% to £3.41 million (March 2009: £2.10 million).
• Net loss per share of 2.90p (March 2009: 35.89p).
• Earnings per share based on adjusted profit from core operations of 2.59p (March 2009: 2.89p).
• Strong cash management, with 10p or 21.1% of NAV per share in cash.
• Proposed interim dividend of 1.14p per share (2009: 1.74p), consistent with the Group’s revised target dividend
   payment ratio.
Gavin Tipper, chairman, commented:
“It is pleasing to report that the Group produced a profit from core operations of £3.41m and substantially reduced the net loss per
share over that for the comparable period. In still challenging but more positive economic conditions the Group performed well.
The legacy issues relating to the demise of our former joint venture partner Modus have been addressed and with a defensive portfolio,
un-geared investments in cash generative listed companies and a significant cash balance, the Company is well set to take advantage
of the expected economic upturn.”




184
Condensed consolidated statement of financial position
as at 28 February 2010

                                                                   5 months
                                                                       ended
                                                                 28 February
                                                         Notes          2010
                                                                       £’000

ASSETS
Non-current assets
Investment property                                         4        182,786
Long-term receivables                                                 41,789
Investments designated at fair value                        5         43,381
Intangible assets                                                      7,172
Investments in joint ventures                               6          2,554
Investments in associates                                   7         21,525
Total non-current assets                                            299,207
Current assets
Trade and other receivables                                            9,813
Cash and cash equivalents                                             24,387
Total assets                                                        333,407
EQUITY AND LIABILITIES
Capital and reserves
Share capital                                               8          2,385
Share premium                                                        179,893
Retained earnings                                                    (74,511)
Non-distributable reserve                                              7,944
Total equity attributable to equity shareholders                     115,711
Non-controlling interest                                               2,561
Total equity                                                        118,272
Non-current liabilities
Loans and borrowings                                        9        161,444
Current liabilities
Loans and borrowings                                        9         43,028
Trade and other payables                                              10,663
Total current liabilities                                            53,691
Total liabilities                                                   215,135
Total equity and liabilities                                        333,407
Net asset value per share (pence)                                      48.52
Number of ordinary shares in issue                               238,483,821




                                                                          185
Notes to the condensed consolidated financial statements
for the 5 months ended 28 February 2010


1.    BASIS OF PREPARATION
      The unaudited condensed consolidated interim financial statements of the Company for the five months ended
      28 February 2010 consolidate the Company and its subsidiaries (together referred to as the “Group”). They are presented
      in pound sterling which represents the functional currency of the Company and are rounded to the nearest thousand.
      The report is prepared on the historical cost basis except for the following assets and liabilities which are stated at fair
      value: investment properties and financial instruments at fair value through profit or loss.
      The preparation of interim 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. In preparing these interim financial statements, the significant judgements
      made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were
      the same as those that applied to the Consolidated Financial Statements as at and for the year ended 30 September 2009,
      except as noted in Note 2.
      These condensed consolidated financial statements have been prepared on a going concern basis as the Directors consider
      this the most appropriate basis. A summary of the Directors’ consideration in this regard can be found in the Going
      Concern section below.
      The Group changed its reporting date from 30 September to 31 August. The results reflect the reporting period
      from 1 October 2009 to 28 February 2010, comparative information has not been restated and reflects the period
      1 October2008 to 31 March 2009.
      The consolidated financial statements of the Group as at and for the year ended 30 September 2009 are available
      upon request from the Company’s Registered Office at Channel House, Green Street, St, Helier, Jersey JE2 4UH
      (or at www.ciref.je).

      Statement of compliance
      These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial
      Reporting as adopted by EU. They do not include all of the information required for full annual financial statements,
      and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended
      30 September 2009. Comparative information has been regrouped on a basis consistent with the current period.
      Both interim figures for the five months ended 28 February 2010 and the comparative amounts for the six months
      ended 31 March 2009 are unaudited. The figures for the five months to 28 February 2010 have however been reviewed
      by the Auditors. The summary financial statements for the year ended 30 September 2009, as presented in the interim
      financial statements, represent an abbreviated version of the Group’s full accounts for that year, on which independent
      auditors issued an unqualified audit report. The financial information presented herein does not amount to statutory
      financial statements.
      The condensed consolidated interim financial statements were approved by the Board of Directors on 14 May 2010.


2.    ACCOUNTING POLICIES
      Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial
      statements are the same as those applied by the Group in its audited financial statements as at and for the year ended
      30 September 2009.
      The following new standards and amendments to standards are mandatory for the Group for the first time for the
      financial period beginning 1 October 2009:

      (i) Determination and presentation of operating segments
          As of 1 October 2009 the Group determines and presents operating segments based on the information that
          internally is provided to the Board of Directors (considered to be the chief operating decision maker). This change
          in accounting policy is due to the adoption of IFRS 8 Operating Segments. Previously operating segments were
          determined and presented in accordance with IAS 14 Segment Reporting. The new accounting policy in respect
          of segment operating disclosures is presented as follows:




186
         Comparative segment information has been re-presented in conformity with the transitional requirements
         of IFRS 8. Since the change in accounting policy only impacts presentation and disclosure aspects, there
         is no impact on earnings per share.
         An operating segment is a component of the Group that engages in business activities from which it may earn
         revenues and incur expenses, including revenues and expenses that relate to the transactions with any of the Group’s
         other components. An operating segment’s operating results are reviewed regularly by the Chief Operating Decision
         Maker (defined to be the Board of Directors) to make decisions about resources to be allocated to the segment and
         assess its performance, and for which discrete financial information is available. See note 9 for further details.

     (ii) Presentation of financial statements
         The Group applied revised IAS 1 Presentation of Financial Statements (2007), which became effective for the
         years beginning on or after 1 January 2009. As a result the Group presents in a new primary statement called
         the consolidated statement of changes in equity all owner changes in equity whereas all non owner changes in equity
         are presented in the new consolidated statement of comprehensive income. This presentation has been applied in the
         condensed interim financial statements as of and for the five months period ended on 28 February 2010.
         Comparative information has been re-presented so that it is in conformity with the revised standard. Since the
         change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.

     (iii) Investments in associates
         The Group applied revised IAS 28 “Investments in Associates”, effective for periods beginning on or after 1 January
         2009. The amendments to IAS 28 clarified that: (i) an investment in an associate is treated as a single asset for
         the purposes of impairment testing; (ii) any impairment loss is not allocated to specific assets included within
         the investment, for example, goodwill and (iii) reversals of impairment are recorded as an adjustment to the
         investment balance to the extent that the recoverable amount of the associate increases.

     (iv) Investment property
         The Group applied revised IAS 40 “Investment Property”, effective for periods beginning on or after 1 January 2009.
         Following this amendment, property that is under construction or development for future use as investment property
         is within the scope of IAS 40 (previously under the scope of IAS 16, Property and Equipment). Where the fair
         value model is applied, such property is, therefore, measured at fair value. However, where fair value of investment
         property under redevelopment is not reliably measurable, the property is measured at cost.


3.   SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

     Investment property valuation
     The property valuations continue to be prepared in a period of market uncertainty. The current turmoil in the world’s
     financial markets has resulted in commercial and residential properties selling in much reduced quantities with virtually
     little or no market activity in some areas. Many vendors are choosing not to go to the market until conditions improve.
     Many purchasers are choosing not to buy now in the expectation that market conditions will continue to deteriorate and
     they will be able to purchase more favourably in the future. Other transactions are failing due to the current difficulty
     in funding acquisitions. The lack of market activity and the resulting lack of market evidence means that it is generally
     not possible to value with as high a degree of certainty as would be the case in a more stable market with a good level
     of market evidence.
     The best evidence of fair value is current prices in an active market for similar lease and other contracts. In the absence
     of such information, the Group determines the amount within a range of reasonable estimates. The Group considers
     information from a variety of sources including:
     • independent valuers;
     • current prices in an active market for properties of a different nature, condition or location, adjusted for
          those differences;
     • recent prices from similar properties in less active markets, with adjustments to reflect any changes
          in economic conditions;
     • discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any
          existing leases and from external evidence such as current market rents for similar properties in the same location
          and condition, and using discount rates that reflect current market assessments.




                                                                                                                           187
      Funding/Going concern
      The financing facilities in nine of the Group’s subsidiary and joint venture entities have either expired or are due
      to expire in the next twelve months. In the case of the facilities which have expired, the Group is at an advanced
      stage of negotiations with the providers (refer Aviva transaction in the investment management review) and the Board
      is confident the facilities will be extended, or that alternative facilities will be obtained, on terms which are reasonable
      to the Group. Based on preliminary discussions with the relevant institutions, the Board is confident that facilities which
      will expire in the next twelve months will be successfully renegotiated or replaced.
      In assessing the Group’s ability to renegotiate facilities, the Board took account of the existing cash reserves and the
      Group’s ability to inject further equity into investments where necessary.
      If all of the facilities were not successfully renegotiated, the going concern status of the Group or Company would not
      be affected. The Board does not believe that there is a risk of not achieving a favourable outcome to the refinancing.


4.    INVESTMENT PROPERTY
      The book cost of properties as at 28 February 2010 was £190,799,975 (March 2009: £163,956,283). The carrying
      amount of investment property (excluding property held for development) 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. Fair values were determined having regard to recent market
      transactions for similar properties in the same location as the Group’s investment property. The valuers have also
      considered the rental status of each property and current market yields. The Group is also exposed to the risks associated
      with investment property held within joint venture and associate entities, which are equity accounted.
      Investment property comprises a number of commercial and retail properties that are leased to third parties. All investment
      properties are income generating, as is the investment property held for development of £22,742,989 (2009: £27,697,989)
      which was acquired during the year ended 30 September 2009. Its fair value is represented by the existing rental value
      plus a directors valuation of the potential development value, taking into account the net present value of cash flows from
      the intended development.
      Property operating expenses in the income statement relate solely to income generating properties.

                                                                                                            5 months ended
                                                                                                           28 February 2010
                                                                                                                      £’000
      Opening balance                                                                                                 186,021
      Capitalised expenditure                                                                                             112
      Foreign exchange movement in foreign operations                                                                    (764)
      Net fair value losses on investment property                                                                     (2,583)
      Closing balance                                                                                                 182,786


5.    INVESTMENTS DESIGNATED AT FAIR VALUE
                                                                                                            5 months ended
                                                                                                           28 February 2010
                                                                                                                      £’000
      Opening balance                                                                                                     290
      Acquisitions during the period                                                                                   40,267
      Fair value adjustments                                                                                            2,824
      Closing balance                                                                                                  43,381

      During December 2009, the Company acquired 104,750,000 stapled securities in the Cromwell Group, at 70 Australian
      cents per share. The purchase price translated to £40.267 million. On 28 February 2010, the securities traded
      at 70 Australian cents per share on the Australian Stock Exchange. Included in the fair value adjustment above is a foreign
      exchange movement of £2.76 million on this investment.




188
6.   INVESTMENT IN JOINT VENTURES

                                                                                                          5 months ended
                                                                                                         28 February 2010
                                                                                                                    £’000
     Balance at 1 October                                                                                              5,008
     Increase in investment                                                                                              217
     Equity accounted loss                                                                                            (2,278)
     Change in fair value due to foreign currency translation                                                           (393)
     Closing balance                                                                                                   2,554


7.   INVESTMENT IN ASSOCIATES

                                                                                                          5 months ended
                                                                                                         28 February 2010
                                                                                                                    £’000
     Investment at cost including goodwill                                                                            21,343
     Change in fair value due to foreign currency translation                                                             (1)
     Equity accounted profit/(loss)                                                                                      830
     Distribution received from associates                                                                              (647)
     Closing balance                                                                                                 21,525

     During the interim period the Group acquired a 20.2% shareholding in Wichford P.L.C. at an average price
     of 9.95p per share. The investment was initially recognised as an investment in an associate and was tested for impairment.
     An impairment loss of £1,857,451 was recognised and has been included in equity accounted profit for the period.
     On 28 February 2010 the market value of Wichford Plc was 9.08p per share.


8.   CAPITAL AND RESERVES

                                                                                                          5 months ended
                                                                                                         28 February 2010
                                                                                                                    £’000
     Authorised
     500,000,000 ordinary shares of £0.01 each                                                                         5,000
     Issued
     238,483,821 ordinary shares of £0.01 each                                                                         2,385
                                                                                                                       2,385

     In issue at beginning of period                                                                                 73,760
     Shares issued                                                                                                  164,524
     Shares issued as scrip dividend                                                                                     92
     Gross shares at the end of the period                                                                          238,376
     Treasury shares issued                                                                                             108
     Net shares in issue at the end of the period                                                                   238,484

     On 21 December 2009 the Company issued 84,444,444 shares for a total cash consideration of £38 million.
     On 24 December 2009 the Company issued 23,000,000 shares for a total cash consideration of £11.96 million.
     On 3 February 2010 the Company issued 57,079,659 shares for a total cash consideration of £29.68 million.




                                                                                                                           189
      Distributions
      On 11 February 2010 the Company distributed the 2009 final dividend of 1.31p per share. The dividend was settled
      through £869,509 in cash and by issuing 199,441 shares at a premium of 48.5p per share. 107,500 of the shares were
      issued from treasury and 91,941 new shares were issued.


9.    LOANS AND BORROWING

      This note provides information about the contractual terms of the Group’s loans and borrowings, which are measured
      at amortised cost.
      Terms and debt repayment schedule

      9.1   Secured
            The terms and conditions of outstanding loans were as follows:

                                                                                                             5 months
                                                                                                                 ended
                                                                                                           28 February
                                                                                                                  2010
                                                                                                                 £’000
            Property                 Lender     Repayment Loan interest                        Year of       Carrying
                                                     terms         rate       Currency        maturity        amount
            Gibson Property        Aviva        Quarterly –
            Holdings LimitedCommercial          Interest and
                                 Finance       amortisation        6.37%*          GBP            2029         11,265
            Newington House  Allied Irish       Quarterly –
            Limited                Bank         Interest and       LIBOR
                                               amortisation       + 1.25%          GBP            2010           6,779
            Ciref Reigate        Royal Bank     Quarterly –           Base
            Limited              of Scotland   Interest only      + 1.35%          GBP            2010           2,980
            Kalihora Holdings        Merrill    Quarterly –
            Limited                   Lynch     Interest and
                                               amortisation        2.87%*          GBP            2010         12,101
            Ciref Streatham            KBC       Monthly –         LIBOR
            Limited                            Interest only      + 1.25%          GBP            2009**         3,078
            Ciref Malthurst         Citibank    Quarterly –
            Limited                             Interest and       LIBOR
                                               amortisation       + 0.95%          GBP            2014         18,000
            Tritam                     Aviva
            Investments         Commercial      Quarterly –
            Limited                  Finance   Interest only        6.49%          GBP          2008**         17,150
            Ciref Coventry             Aviva    Quarterly –
            Limited             Commercial      Interest and
                                     Finance   amortisation         6.29%          GBP            2027         56,284
            Ciref Berlin 1      Royal Bank      Quarterly –
            Limited              of Scotland    Interest and    EURIBOR
                                               amortisation       + 1.2%           EUR            2014         16,910
            Ciref German         Royal Bank     Quarterly –
            Portfolio Limited    of Scotland    Interest and    EURIBOR
                                               amortisation       + 1.2%           EUR            2014           3,559
            Inkstone             Barclays       Quarterly –
            Grundstuckverwaltung   Bank         Interest and
            Limited & Co. KG                   amortisation         5.75%          EUR            2011           3,742




190
                                                                                                                                        5 months
                                                                                                                                            ended
                                                                                                                                      28 February
                                                                                                                                             2010
                                                                                                                                            £’000
      Property                         Lender         Repayment Loan interest                                          Year of            Carrying
                                                           terms         rate                    Currency             maturity             amount
      Inkstone Zwei         Barclays                  Quarterly –
      Grundstucksverwaltung   Bank                    Interest and
      Limited & Co. KG                               amortisation                5.91%                 EUR                 2011                4,184
      CEL Portfolio          Valovis                  Quarterly –
      Limited & Co. KG        Bank                    Interest and
                                                     amortisation                4.95%                 EUR                 2014                4,553
      Total bank loans                                                                                                                     160,585
      Loans secured by
      cash deposits                                                              7.00%*                GBP                 2012                5,915
      Corovest Mezzanine
      Capital Limited                                                 7.10%* – 10%                     GBP                 2011              32,225
      CEL Portfolio Limited
      & Co. KG                                                                      0%*                EUR                 2029                  695
      Total secured loans                                                                                                                  199,420

      All bank loans are secured over investment property, and bear interest at the specified interest rates.
      * Fixed rates.
      ** Please see note 3 on funding/going concern for further details. These loans have been classified as current liabilities until their renewal.


9.2   Unsecured
                                                                                                                               5 months ended
                                                                                                                              28 February 2010
                                                                                                                                         £’000
      Non-controlling shareholder loans                                                                                                          627
      Derivatives (Refer to Note 10)                                                                                                           4,425
      Total unsecured loans                                                                                                                    5,052
      The shareholder loans are unsecured, bear interest at between 5.5% and 7.5%
      and mature in September 2015.
      Non-current liabilities
      Secured bank loans                                                                                                                   156,392
      Non-controlling shareholder loans                                                                                                        627
      Derivatives                                                                                                                            4,425
      Total non-current loans and borrowings                                                                                               161,444
      The maturity of non-current borrowings are as follows:
      Between 1 year and 5 years                                                                                                             90,801
      More than 5 years                                                                                                                      70,643
      Current liabilities
      Current portion of secured bank loans                                                                                                  43,028
      Total current loans and borrowings                                                                                                     43,028
      Total loans and borrowings                                                                                                           204,472
      Exposure to credit, interest rate and currency risks arise in the normal course of the Group’s business.
      Derivative financial instruments are used to reduce exposure to fluctuations in interest rates (Refer note 10).




                                                                                                                                                    191
10. INTEREST RATE RISK
      The Group uses interest rate swaps to hedge exposure to the variability in cash flows on floating rate debt, such as secured
      bank loans, caused by the movements in the market rates of interest. The table below represent details regarding the
      interest rate swaps within the Group:

                                                Nominal             Fixed
                                                   loan           interest                            Year of        28 February
      Company                                    hedged               rate          Currency         maturity              2010
                                                  £’000                                                                    £’000

      Subsidiaries
      Ciref Malthurst Limited                     18,000           5.17%                 GBP              2022              (2,241)
      Ciref Reigate Limited                        2,000           4.81%                 GBP              2010                 (86)
      Newington House Limited                      7,119           4.69%                 GBP              2010                (195)
      Ciref Berlin 1 Limited                       8,969           4.61%                 EUR              2014                (916)
      Ciref Berlin 1 Limited                       7,975           4.20%                 EUR              2014                (683)
      Ciref German Portfolio Limited               3,552           4.20%                 EUR              2014                (304)
                                                  47,615                                                                    (4,425)

      Held in joint ventures
      Ciref Jersey Limited                        18,500           5.48%                 GBP              2027              (3,486)
      Ciref Jersey Limited                         1,800           4.80%                 GBP              2027                (191)
      Premium Portfolio Limited & Co KG            5,735           4.13%                 EUR              2014                (475)
      Premium Portfolio Limited & Co KG           18,810           4.23%                 EUR              2014              (1,642)
      Churchill Court Limited                     14,638           5.08%                 GBP              2018              (1,625)
                                                  59,483                                                                    (7,419)


11. RELATED PARTY TRANSACTIONS
      The Company acquired 204,272,000 shares in Wichford P.L.C. on 22 December 2009 from Redefine Properties Limited,
      the Company’s major shareholder, for a consideration of £20.4m. The transaction was negotiated on an arm’s length basis
      at 10p per share.


12. POST BALANCE SHEET EVENTS
      The Board of Directors has resolved to declare a dividend of 1.14p per share. The dividend will be offered to shareholders
      as a scrip dividend, with the ability to elect to receive a cash dividend alternative. Further details on the terms of the scrip
      dividend will be set out in the Circular and Form of Election which will be sent to shareholders in due course.
      As set out in the circular to shareholders dated 7 April 2010, the Company intends to list on the JSE Limited (“JSE”)
      and undertake a capital raising. At the EGM held on 30 April 2010, shareholders approved the changes to the articles
      of association required by the JSE; and approved resolutions for the proposed capital raising comprising an increase
      in the authorised share capital of the Company, the authority to allot Ordinary Shares for cash and the disapplication
      of pre-emption rights.
      At the time of release of this report discussions are still taking place with the regulatory authorities in South Africa over
      the proposed JSE listing. Should these discussions not be concluded within a reasonable time frame, a capital raising
      process may be undertaken prior to the JSE listing. A further announcement in relation to this matter will be made in
      due course.”




192
EXTRACTS FROM THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2009
The global banking and credit crisis which began in late 2007 continued to impact the group during the year ended
30 September 2009. The crisis, which led to the value and liquidity of many asset classes being severely affected,
significantly impacted the availability of finance for real estate acquisitions and investment.
Against this backdrop Redefine Intl plc performed solidly at an operational level and continues to be managed conservatively,
with an emphasis on preserving cash. The group remains financially sound despite the significant write-downs in asset
values, the substantial mark to market losses on interest rate swaps and the demise of its former development joint venture
partner, the Modus group.
At an operating level, the group produced a profit from core operations of £6.67 million (2008: £5.47 million).
Net earnings were however affected by an aggregate deficit on investment property valuations, losses on interest rate
swap valuations and the write-off of the investments in Trinity Walk Wakefield, Houndshill Blackpool and Friars Walk
Newport.
The group’s stable income portfolios in both the UK and Europe performed well in difficult trading conditions.
Cash flows were very strong and tenant delinquencies and voids minimal.
The UK shopping centre portfolio suffered from declining rental levels and higher vacancy rates but at an operational
level, performed to expectation.
There has been no material change in the nature of the business of Redefine Intl plc, nor has there been any
material change in the nature of property and any change in policy regarding the use thereof since the year ended
30 September 2009.
CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2009

                                                                                                Notes              Group
                                                                                                                   £’000

ASSETS
Non-current assets
Investment property                                                                                  6           186,021
Long-term receivables                                                                                7            39,210
Other investments                                                                                    8               290
Intangible assets                                                                                    9             7,329
Investments in subsidiaries                                                                         10                 –
Investments in joint ventures                                                                       11             5,008
Investments in associates                                                                           12                 –
Total non-current assets                                                                                         237,858

Current assets
Trade and other receivables                                                                         13             11,533
Cash and cash equivalents                                                                           14             15,532
Total assets                                                                                                     264,923
EQUITY AND LIABILITIES
Capital and reserves
Share capital                                                                                       15               739
Share premium                                                                                                    104,127
Treasury shares                                                                                                      (61)
Retained earnings                                                                                                (69,717)
Non-distributable reserve                                                                                          3,912
Currency translation reserve                                                                                       4,098
Total equity attributable to equity shareholders                                                                  43,098
Minority interest                                                                                                  2,512
Total equity                                                                                                      45,610




                                                                                                                        193
                                                   Notes       Group
                                                               £’000

      Non-current liabilities
      Loans and borrowings                           16       195,523
      Current liabilities
      Loans and borrowings                           16        10,790
      Trade and other payables                       17        13,000
      Total current liabilities                               23,790
      Total liabilities                                      219,313
      Total equity and liabilities                           264,923
      Net asset value per share (pence)                        58.43
      Net tangible asset value per share (pence)               48.49
      Number of ordinary shares in issue                   73,760,277




194
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2009


1.   GENERAL INFORMATION
     Redefine Intl plc was incorporated on 28 September 2005 under the laws of Jersey. The company acted as the listing
     vehicle for the Corovest International Real Estate Fund (“the Fund”), and is listed on AIM. The consolidated financial
     statements for the period ended 30 September 2009 comprise the company and its subsidiaries (together referred
     to as the “group” and the group’s interest in associates and jointly controlled entities.


2.   SIGNIFICANT ACCOUNTING POLICIES

     2.1   Statement of compliance
           The consolidated financial statements are prepared in accordance with International Financial Reporting Standards
           (“IFRS”) and interpretations adopted by the International Accounting Standards board (“IASB”). The company
           balance sheet has been prepared using the recognition and measurement principles of IFRS. The accounting
           policies have been applied consistently by the group and company. The significant accounting policies adopted
           by the group and company are set out below:

     2.2   Basis of preparation
           The consolidated and company financial statements are presented in Great British Pounds, which is the functional
           currency of the company and presentational currency of the group and rounded to the nearest thousand pounds.
           They are prepared using the historical cost basis except for investment property and financial instruments at fair
           value through profit or loss.
           The preparation of financial statements in conformity with IFRS requires the use of accounting estimates.
           It also requires management to exercise its judgement in the process of applying the group’s accounting policies.
           The estimates and assumptions relating to the fair value of investment properties have a significant risk of causing
           a material adjustment to the carrying amounts of assets and liabilities within the next financial year. See note 3 for
           further details.
           The financing facilities in 9 of the group’s subsidiary and joint venture entities have either expired or are due
           to expire in the next twelve months. In the case of the facilities which have expired, the group is at an advanced
           stage of negotiations with the providers and the board is confident that the facilities will be extended, or that
           alternative facilities will be obtained, on terms which are reasonable to the group. Based on preliminary discussions
           with the relevant institutions, the board is confident that facilities which will expire in the next twelve months will
           be successfully renegotiated or replaced.
           In assessing the group’s ability to renegotiate facilities, the board took account of the existing cash reserves and the
           group’s ability to inject further equity into investments where necessary
           If all of the facilities were not successfully renegotiated, the going concern status of the group or company would not
           be affected. The board does not believe that there is a risk of not achieving a favourable outcome to the refinancing.

           New standards and interpretations not yet adopted
           A number of new standards, amendments to standards and interpretations are not yet effective for the year ended
           30 September 2009, and have not been applied in preparing these consolidated financial statements:
           Amendments to IFRS 1 – First time adoption of IFRS and IAS27 – Consolidated and separate financial statements
           allow first time adopters to use a deemed cost of either fair value or the carrying amount under previous accounting
           practice to measure the initial cost of investments in subsidiaries, jointly controlled entities and associates
           in the separate financial statements. The company does not expect any impact on its financial statements from the
           adoption of these amendments.
           Revised IFRS 3 – Business combinations and amended IAS 27 – Consolidated and Separate Financial Statements.
           The principle changes relate to: (i) partial acquisitions, whereby non-controlling interests (previously named
           minority interest) can be measured either at fair value (implying full goodwill recognition against non-controlling
           interests) or at their proportionate interest in the fair value of the net identifiable assets acquired (which is the
           original IFRS 3 requirement); (ii) step acquisitions whereby, upon acquisition of a subsidiary and in determining the
           resulting goodwill, any investment in the business held before the acquisition is measured at fair value in the income



                                                                                                                              195
      statement; (iii) acquisition-related costs, which must generally, be recognised as expenses (rather than included in
      goodwill); (iv) contingent consideration which must be recognised and measured at fair value at the acquisition
      date, subsequent changes in fair value being recognised in the income statement (rather than by adjusting goodwill)
      and (v) changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control which are
      required to be accounted for as equity transactions.
      Additionally, IAS 27 was amended to require that an entity attributes a share of the accumulated loss of a subsidiary
      to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance, and
      to specify that, upon losing control of a subsidiary, an entity measures any non-controlling interests retained in the
      former subsidiary at its fair value, determined at the date the control is lost.
      The IFRS 3 (revised) and the amendment to IAS 27 will be effective from 1 July, 2009. The company is evaluating
      the impact of adopting both rules.
      IFRS 8 Operating Segments introduces the “management approach” to segment reporting. IFRS 8, which becomes
      mandatory for the group’s 2010 consolidated financial statements, will require a change in the presentation and
      disclosure of segment information based on the internal reports regularly reviewed by the group’s Chief Operating
      Decision Maker in order to assess each segment’s performance and to allocate resources to them. Currently the
      group presents segment information in respect of its business and geographical segments.
      Revised IAS 1 Presentation of Financial Statements (2007) introduces the term total comprehensive income, which
      represents changes in equity during a period other than those changes resulting from transactions with owners in
      their capacity as owners. Total comprehensive income may be presented in either a single statement of comprehensive
      income (effectively combining both the income statement and all non-owner changes in equity in a single
      statement), or in an income statement and a separate statement of comprehensive income. Revised IAS 1, which
      becomes mandatory for the group’s 2010 consolidated financial statements, is expected to have a significant impact
      on the presentation of the consolidated financial statements.
      Revised IAS 23 Borrowing Costs, removes the option to expense borrowing costs and requires that an entity
      capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset
      as part of the cost of that asset. Therefore there will be no impact on prior periods in the group’s 2010 consolidated
      financial statements.
      Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements –
      Puttable Financial Instruments and Obligations Arising on Liquidation, requires puttable instruments, and
      instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets
      of the entity only on liquidation, to be classified as equity if certain conditions are met.
      The company does not expect any material impact from the adoption of this amendment.
      Amendment to IFRS 2 Share-based Payment – Vesting Conditions and Cancellations, clarifies the definition
      of vesting conditions, introduces the concept of non-vesting conditions, requires non-vesting conditions
      to be reflected in grant-date fair value and provides the accounting treatment for non-vesting conditions and
      cancellations. The group does not expect any impact from the adoption of this interpretation.
      IFRIC 15 Agreements for the Construction of Real Estate. This Interpretation applies to the accounting for revenue
      and associated expenses by entities that undertake the construction of real estate directly or through subcontractors.
      The group does not expect any impact of adopting this interpretation on its financial statements.
      IFRIC 16 Hedges of a net investment in a foreign operation, This Interpretation applies to an entity that hedges the
      foreign currency risk arising from its net investments in foreign operations and wishes to qualify for hedge accounting
      in accordance with IAS 39. The group does not expect any impact from the adoption of this interpretation.

      Annual improvements project
      In May 2008, IASB published the Annual Improvement Project making certain amendments to existing standards.
      The effective dates for these amendments vary by standard and most will not be applicable to the company’s 2009
      financial statements.
      The main amendments arising from the Annual Improvement Project are summarised as follows:
      • IFRS 5 Non-current assets held for sale and discontinued operations, effective for periods beginning on or after
        1 July 2009. This amendment clarifies that all of a subsidiary’s assets and liabilities are classified as held for sale
        if a partial disposal sale plan results in loss of control. The company does not expect any impact of adopting this
        standard on its consolidated or company financial statements;




196
      • IAS 16 Property, plant and equipment, effective on for periods beginning on or after 1 January 2009.
        The amendment establishes that entities whose ordinary activities comprise renting and subsequently selling
        assets: (i) present proceeds from the sale of those assets as revenue and (ii) should transfer the carrying amount
        of the asset to inventories when the asset becomes held for sale. The amendment will not have any impact
        on the consolidated or company financial statements.
      • IAS 23 Borrowing costs, effective for periods beginning on or after 1 January 2009. The definition of borrowing
        costs has been amended so that interest expense is calculated using the effective interest method defined in
        IAS 39 Financial instruments: recognition and measurement. This eliminates the inconsistency of terms between
        IAS 39 and IAS 23. The company will apply the amendments to IAS 23 prospectively although no significant
        impacts on the company financial statements are expected.
      • IAS 27 Consolidated and separate financial statements, effective for periods beginning on or after 1 January
        2009. The amendment determines that where an investment in a subsidiary that is accounted for under IAS 39
        Financial instruments: recognition and measurement is classified as held for sale under IFRS 5 Non-current
        assets held for sale and discontinued operations, IAS 39 would continue to be applied. The amendment will not
        have an impact on the consolidated or company financial statements.
      • IAS 28 Investments in associates, effective for periods beginning on or after 1 January 2009. The amendments to
        IAS 28 clarified that: (i) an investment in an associate is treated as a single asset for the purposes of impairment
        testing; (ii) any impairment loss is not allocated to specific assets included within the investment, for example,
        goodwill and (iii) reversals of impairment are recorded as an adjustment to the investment balance to the
        extent that the recoverable amount of the associate increases. The company is evaluating the impact on the
        consolidated and company financial statements.
      • IAS 38 Intangible assets, effective for periods beginning on or after 1 January 2009. The amendment clarifies
        that a pre-payment, made in the scope of advertising and promotional activities, may only be recognised in
        the event that payment has been made in advance of obtaining right of access to goods or receipt of services.
        The expenses shall be recognised in the income statement when the entity has the right to access the goods
        and the services have been received. The amendment will not have an impact on the company or consolidated
        financial statements.
      • IAS 40 Investment property, effective for periods beginning on or after 1 January 2009. Following this
        amendment, property that is under construction or development for future use as investment property is within
        the scope of IAS 40 (previously under the scope of IAS 16 Property and Equipment). Where the fair value model
        is applied, such property is, therefore, measured at fair value. However, where fair value of investment property
        under construction is not reliably measurable, the property is measured at cost. The company is evaluating the
        impact on the consolidated and company financial statements.

2.3   Basis of consolidation

      2.3.1   Investments in subsidiaries
              Subsidiaries are entities controlled by the group. Control exists when the group has the power, directly
              or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its
              activities.
              Subsidiaries are carried at cost less impairment in the company financial statements.
              The results of subsidiaries are included in the group results from the effective dates of acquisition to the
              effective dates of disposal. Any difference between the purchase price of a subsidiary and the group’s share
              of the fair value of the identifiable net assets acquired is treated in accordance with the group’s accounting
              policy for intangible assets.
              All inter-group transactions are eliminated on consolidation. Where necessary, the accounting policies
              of subsidiaries are changed to ensure consistency with the policies applied by the group.
              The initial interest of the minority shareholders is stated at the minority’s proportion of the fair values
              of the assets and liabilities recognised. Subsequently, any losses applicable to the minority interest in excess
              of the minority interest are allocated against the interest of the parent.

      2.3.2   Investment in associates and joint ventures
              Associates are entities over whose financial and operating policies the group has the ability to exercise
              significant influence but not control and which are neither subsidiaries nor joint ventures. Joint ventures
              are those entities over which the group exercises joint control in terms of a contractual agreement.



                                                                                                                         197
                    The equity method of accounting for associates and joint ventures is applied in the group financial
                    statements. In applying the equity method, account is taken of the share of accumulated retained earnings
                    and reserves, from the effective date on which the entity became an associate or joint venture and up to the
                    effective date of disposal. Goodwill arising on the acquisition of joint ventures is identified and accounted
                    for in accordance with the group’s accounting policy for goodwill.
                    Associates and joint ventures are carried at cost less impairment in the company financial statements.
                    Unrealised gains and losses arising from transactions with associates and joint ventures are eliminated
                    to the extent of the group’s interest in the entities.

            2.3.3   Goodwill and intangibles
                    All business combinations are accounted for using the purchase method. Goodwill, which represents the
                    excess of the cost of subsidiaries, associates and joint ventures over the fair value of the identifiable net assets
                    acquired, is recognised as an intangible asset in the balance sheet of the group. It is brought to account
                    in the year in which the subsidiary, associate or joint venture is acquired. Goodwill relating to equity
                    accounted investments is disclosed as part of the carrying value of the investments.
                    Goodwill and intangible assets are carried at cost less accumulated impairment losses. Goodwill is allocated
                    to each operating unit and tested annually for impairment.
                    Negative goodwill arising on the acquisition of subsidiaries, associates and joint ventures is recognised
                    immediately in the income statement.
                    Amortisation of intangible assets is recognised in profit or loss on a straight-line basis over the estimated
                    useful life, from the date that they are available for use. The estimated useful life of goodwill is 20 years.

            2.3.4   Transactions eliminated on consolidation
                    Intergroup balances and any unrealised gains and losses or income and expenses arising from intergroup
                    transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are
                    eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

      2.4   Currency translation reserve
            Foreign currency transactions
            Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
            Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated
            to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising
            on translation are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign
            currencies that are stated at fair value are translated to the functional currency at the foreign exchange rates ruling
            at the dates that the values are determined.
            Exchange differences arising from the translation of the net investment in foreign operations are taken to the
            currency translation reserve (CTR). They are released into the income statement upon disposal. On consolidation,
            the balance sheet of foreign subsidiaries is translated at the closing rate and the income statement translated at the
            average rate for the period. Differences arising are taken to the CTR.

      2.5   Investment property
            Investment properties are those which are held either to earn rental income or for capital appreciation or for both.
            Investment properties are stated at fair value. An external, independent valuation company, having professionally
            qualified valuers and recent experience in the location and category of property being valued, values the portfolio
            on an annual basis. The fair values are based on market values, being the estimated amount for which a property
            could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length
            transaction after proper marketing wherein the parties had each acted knowledgeably and without compulsion.
            The valuations are prepared by considering comparable market transactions for sales and letting. In the case
            of lettings this includes considering the aggregate of the net annual market rents receivable from the properties and
            where relevant, associated costs. A yield which reflects the risks inherent in the net cash flows is then applied to the
            net annual rentals to arrive at the property valuation.
            Any gain or loss arising from a change in fair value is recognised in the income statement.




198
      When the group begins to redevelop an existing investment property for continued future use as investment
      property, the property remains an investment property, which is measured based on fair value model, and is not
      reclassified as property, plant and equipment during the redevelopment.
      Property that is being constructed or developed for future use as investment property is classified as investment
      property under development (development projects) and stated at cost until construction or development
      is complete, at which time it is reclassified and subsequently accounted for as investment property. At the date
      of transfer, the difference between fair value and cost is recorded as income in the consolidated income statement.
      All costs directly associated with the purchase and construction of a property are capitalised.
      Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production
      of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset are
      in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs may
      continue until the assets are substantially ready for their intended use. If the resulting carrying amount of the asset
      exceeds its value, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual
      rate payable on borrowings for development purposes or, with regard to that part of the development cost financed
      out of general funds, to the average rate.

2.6   Financial instruments – recognition, classification and measurement
      Non-derivative financial instruments
      Non-derivative financial instruments comprise investment in equity securities, trade and other receivables, cash
      and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments
      are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly
      attributable transaction costs, except as described below.
      A financial instrument is recognised when the group becomes a party to the contractual provisions of the instrument.
      Financial assets are derecognised if the group’s contractual rights to the cash flows from the financial assets expire
      or if the group transfers the financial assets to another party without retaining control or substantially all risks and
      rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the
      date that the group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the group’s
      obligations specified in the contract expire.

      Investments at fair value through profit or loss
      An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon
      initial recognition. Financial instruments are designated as fair value through profit or loss if the group manages such
      investments and makes purchase and sale decisions based on their fair value. Upon initial recognition, attributable
      transaction costs are recognised in the income statement when incurred. Financial instruments at fair value through
      profit or loss are measured at fair value, and changes therein are recognised in the income statement. Fair values are
      determined by reference to their quoted bid price at the reporting date, where such a price is available.
      Investment in investment property funds are recorded at the net asset value per share reported by the managers
      of such funds, which is the best estimate of fair value.
      Derivative financial instruments
      The group holds derivative financial instruments to hedge its interest rate risk exposures. Embedded derivatives
      are separated from the host contract and accounted for separately if the economic characteristics and risks of the
      host contract and the embedded derivative are not closely related, a separate instrument with the same terms
      as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured
      at fair value through profit or loss.
      Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the income statement
      when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are
      accounted for in the income statement and disclosed in losses/gains from financial assets and liabilities.

2.7   Impairment
      Financial assets that are stated at cost or amortised cost are reviewed at each balance sheet date to determine
      whether there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised
      in the income statement as the difference between the asset’s carrying amount and the present value of estimated
      future cash flows discounted at the financial asset’s original effective interest rate.



                                                                                                                          199
            If in a subsequent period the amount of an impaired loss recognised on a financial asset carried at amortised cost
            decreases and the decrease can be linked objectively to an event occurring after the write-down, the write-down
            is reversed through the income statement.

      2.8   Cash and cash equivalents
            Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions and
            short-term call deposits. Cash and cash equivalents have a maturity of less than three months.

      2.9   Share capital

            Ordinary share capital
            Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown
            as a deduction in equity, net of tax, from the proceeds.

            Treasury shares
            When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes
            directly attributable costs, net of any tax effects, is recognised as a deduction from equity. The shares are available
            for reissue in the future.

      2.10 Leasehold property
            Leasehold properties that are leased out to tenants under operating leases are classified as investment properties
            as appropriate, and included in the balance sheet at fair value.

            Land interests held under an operating lease are classified and accounted for as investment property on a property
            by property basis when they are to earn rentals or for capital appreciation on both. Any such property interest under
            an operating lease classified as investment property is carried at fair value.

      2.11 Loans and borrowings
            Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent
            to initial recognition, interest bearing borrowings are stated at amortised cost with any difference between cost
            and redemption value being recognised in the income statement over the period of the borrowings on an effective
            interest basis.

            Finance costs
            Finance costs recognised in the income statement comprise interest payable on borrowings calculated using the
            effective interest rate method, net of interest capitalised.

      2.12 Dividends
            Dividends to the company’s shareholders are recognised when they become legally payable. In the case of interim
            dividends, this is when declared by the directors. In the case of final dividends, this is when approved by the
            shareholders at an AGM.

      2.13 Rental Income
            Rental income from investment property leased out under operating leases is recognised in the income statement
            on a straight-line basis over the term of the leases. Lease incentives granted are recognised as an integral part of the
            total rental income and amortised over the term of the lease.
            Management has considered the potential transfer of risks and rewards of ownership for all properties leased
            to tenants and has determined that all such leases are operating leases.

      2.14 Income tax
            Income tax on the profit or loss for the period presented comprises of current and deferred tax. Income tax
            is recognised in the income statement except to the extent that it relates to items recognised directly in equity,
            in which case it is recognised in equity.




200
           Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially
           enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
           Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
           the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
           purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes,
           those arising from the initial recognition of assets or liabilities that affect neither accounting or taxable profit,
           nor differences relating to investments in subsidiaries to the extent described below. The amount of deferred tax
           provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,
           using tax rates enacted or substantively enacted at the balance sheet date.
           A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
           against which the asset can be utilised.
           Deferred tax is not provided on temporary differences arising on investments in subsidiaries and joint ventures
           where the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse
           in the foreseeable future.

     2.15 Earnings per share
           The group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
           by dividing the profit or loss attributable to ordinary shareholders of the company by the weighted average
           number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or
           loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the
           effects of all dilutive potential ordinary shares.

     2.16 Segment reporting
           A segment is a distinguishable component of the group that is engaged either in providing related products
           or services (business segment), or in providing products or services within a particular economic environment
           (geographical segment), which is subject to risks and returns that are different from those of other segments.
           Segment information is presented in respect of the group’s business and geographical segments. The group’s primary
           format for segment reporting is based on geographical segments. The geographical segments are determined based
           on the group’s management and internal reporting structure.
           Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
           be allocated on a reasonable basis.
           Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment,
           investment properties and intangible assets other than goodwill.


3.   FINANCIAL RISK MANAGEMENT

     Overview
     The group has exposure to the following risks from its use of financial instruments:
     • credit risk;
     • liquidity risk; and
     • market risk.
     This note presents information about the group’s exposure to each of the above risks, the group’s objectives, policies and
     processes for measuring and managing risk, and the group’s management of capital. Further quantitative disclosures are
     included throughout the consolidated financial statements.
     The group’s board of directors has overall responsibility for the establishment and oversight of the group’s risk management
     framework. The board is responsible for developing and monitoring the group’s risk management policies.
     The group’s risk management policies are established to identify and analyse the risks faced by the group, to set appropriate
     risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
     regularly to reflect changes in market conditions and the group’s activities.
     The group Audit Committee oversees how management monitors compliance with the group’s risk management policies
     and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the group.




                                                                                                                             201
      Credit risk
      Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet
      its contractual obligations, and arises principally from the group’s receivables from tenants and on investment securities.

      Trade and other receivables
      The group is exposed to concentrations of credit risk. Concentrations of tenant risk exist in each individual property/
      property portfolio. The board of directors monitors the concentration of credit risk with individual tenants and
      counterparties across the portfolio. The level of concentration is addressed both with regards to the sector of property, the
      industry in which the tenant operates and the credit history of the tenant/customer. An allowance is made where there
      is an identified loss event which is evidence of a reduction in the recoverability of the cash flows.

      Cash and cash equivalents
      The group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have
      a credit rating of at least AAA from Standard & Poor’s and Moody’s except with exemptions granted by the board.
      Given the credit quality, management does not expect any counterparty to fail to meet its obligations. Cash transactions
      are limited to high-credit-quality financial institutions. The board of directors monitors the exposure of the group to any
      one financial institution and ensures that this is limited by diversification of deposits and lending from each institution
      across the portfolio.

      Loan counterparties
      The group limits its exposure to loan counterparty risk by firstly, diversifying its property related loans over a number
      of high credit rated financial institutions and secondly, only enters into single interest rate swap agreements with the
      respective financial institution providing the loan.

      Long-term receivables
      The group limits its exposure to credit risk by ensuring all loans are made to high-credit-quality financial institutions and
      related parties, whose investments are secured over their underlying property assets.

      Liquidity risk
      Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group’s
      approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
      liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
      to the group’s reputation.
      The group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient rental
      income to service their financial obligations when they fall due. The monitoring of liquidity risk is assisted by the
      monthly review of financial covenants imposed by the financial institutions, such as interest and loan to value covenant
      ratios. Renegotiation of loans take place in advance of any potential covenant breaches in so far as the factors are within
      the control of the board. In periods of increased market uncertainty the board will ensure sufficient cash resources are
      available for potential loan repayments/cash deposits as may be required by financial institutions.
      Principle repayments on loans and borrowings relating to development property are only made once development
      is complete.

      Market risk
      Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
      affect the group’s income or the value of its investments in financial instruments. The objective of market risk management
      is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
      The group enters into derivative financial instruments in the ordinary course of business, and also incurs financial
      liabilities, in order to manage market risks. The board of directors receives reports on a quarterly basis with regards to
      currency exposures as well as interest rate spreads and takes the necessary steps to hedge/limit the risk the group is exposed
      to. The group does not apply hedge accounting.

      Currency risk
      The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
      primarily with respect to the Euro, USD and Swiss Franc. Foreign exchange risk arises from current exposures the group
      has to foreign currencies, recognised monetary assets and liabilities and net investments in foreign operations.



202
The group’s investments in foreign subsidiaries are not hedged as those currency positions are considered to be long term
in nature.

Interest rate risk
The group’s interest rate risk arises from long-term receivables and loans and borrowings. Borrowings issued at variable
rates expose the group to cash flow interest rate risk.
The group takes on exposure to the effects of fluctuations in the prevailing levels of market interest rates on its financial
position and cash flows. Interest costs may increase as a result of such changes. They may reduce or create losses in the
event that unexpected movements arise. The group limits its exposure to interest rate risk by fixing interest rates on certain
loans and borrowings relating to investment property through the use of interest rate swaps to act as economic hedges.

Equity price risk
Equity price risk arises from investment securities held by the group. These investments are held at fair value.
Their performances are actively monitored and managed on a fair value basis.

Commercial property price risk
The directors draw attention to the risks associated with commercial property investments. Although over the long term
property is considered a low risk asset, investors must be aware that significant short and medium term risk factors are
inherent in the asset class.
Investments in property are relatively illiquid and usually more difficult to realise than listed equities or bonds and this
restricts the group’s ability to realise value in cash in the short-term.
The property valuations in this period have been prepared in a period of market uncertainty. The current turmoil in the
world’s financial markets has resulted in commercial and residential properties selling in much reduced quantities with
virtually little or no market activity in some areas. Many vendors are choosing not to go to the market until conditions
improve. Many purchasers are choosing not to buy now in the expectation that market conditions will continue
to deteriorate and they will be able to purchase more favourably in the future. Other transactions are failing due to the
current difficulty in funding acquisitions.
The lack of market activity and the resulting lack of market evidence means that it is generally not possible to value with
as high a degree of certainty as would be the case in a more stable market with a good level of market evidence.

Estimates of fair value of investment properties
The best evidence of fair value is current prices in an active market for similar lease and other contracts. In the absence
of such information, the group determines the amount within a range of reasonable estimates. The group considers
information from a variety of sources including:
• independent valuers;
• current prices in an active market for properties of a different nature, condition or location, adjusted for those
   differences;
• recent prices from similar properties in less active markets, with adjustments to reflect any changes in economic
   conditions;
• discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing
   lease and from external evidence such as current market rents for similar properties in the same location and condition,
   and using discount rates that reflect current market assessments.
As of 30 September 2009, yields used in valuations ranged from 5.8% to 8.8%.

Capital management
The board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The board of directors monitors both the demographic spread
of shareholders, as well as the return on capital, which the group defines as total shareholders’ equity, excluding minority
interest, and the dividends paid to ordinary shareholders.
From time-to-time the group purchases its own shares on the market; the timing of these purchases depends on market
conditions. Purchase and sale decisions are made on a transaction by transaction basis by the board of directors.
The group does not have a defined share buyback plan.
There were no changes in the group’s approach to capital management during the year.



                                                                                                                         203
      Neither the company nor any of its subsidiaries are subject to externally imposed regulatory capital requirements.
      The group is expected by certain creditors in the ordinary course of business to maintain adequate capital levels.


4.    SEGMENT REPORTING
      The group’s internal organisation and management structure and its system of internal financial reporting to key
      management personnel are based neither on business segments nor on geography, but rather on an individual property
      basis. However management believe that the group’s risks and returns are related more to the geographical areas in which
      it operates than the types of property held and therefore that geographical segments form a more appropriate basis for
      the primary segment reporting format.


5.    TAXATION
      The group is exempt from all forms of taxation in Jersey, including income, capital gains and withholding taxes.
      In jurisdictions other than Jersey, foreign taxes will, in some cases, be withheld at source on dividends and interest
      received by the group. Other than Germany and Switzerland capital gains derived by the group in such jurisdictions
      generally will be exempt from foreign income or withholding taxes at source.
      Income tax expense
      The group invests in UK property and therefore is liable to income tax in the UK on the net rental profits. The current
      rate of UK income tax for a non-resident company is 20%. Based on current UK law, certain joint ventures in the group
      will be subject to UK capital gains tax, or corporation tax on capital gains, on the realisation of UK investment property
      gains.
      The group invests in Swiss property and therefore is liable to cantonal and federal taxes in Switzerland. The rates depend
      largely on the canton in which the property is situated and the property values. The effective rate of tax ranges from 22%
      to 25%.
      The group also invests in German properties held either in corporates or partnerships. The effective rate of tax ranges
      from 18.463% to 25% and the rate of capital gains tax on any future disposal ranges from 15.825% to 20%.
      Provision has been made for deferred capital gains tax in UK joint ventures, where taxable temporary differences arise.
      As all current year taxes arise in jurisdictions outside Jersey, a full tax rate reconciliation of the relationship between the
      tax expense and accounting profit has not been included within these accounts.

                                                                                                                            2009
      Group                                                                                                                 £’000
      Foreign tax                                                                                                              38


6.    INVESTMENT PROPERTY
      The book cost of properties as at 30 September 2009 was £190,687,813. 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.
      Fair values were determined having regard to recent market transactions for similar properties in the same location
      as the group’s investment property. The valuers also considered the rental status of each property and current market
      yields. The valuations have been prepared in a period of market uncertainty, refer to Commercial Property Price Risk
      in Note 3. The group is also exposed to the risks associated with investment property, held within joint venture and
      associate entities, which are equity accounted.
      Investment property comprises a number of commercial and retail properties that are leased to third parties. All investment
      properties are income generating, as is the investment property under development of £27,697,989, which was acquired
      during the year ended 30 September 2009. Its fair value is represented by the purchase price.
      Property operating expenses in the income statement relate solely to income generating properties.




204
                                                                                                                                                  Group
                                                                                                                                                   2009
                                                                                                                                                  £’000
     Opening balance on 1 October                                                                                                               106,636
     Properties acquired during the period                                                                                                        6,717
     Capitalised expenditure                                                                                                                        566
     Capitalised interest                                                                                                                           293
     Impact of acquisition of subsidiaries                                                                                                       80,600
     Net fair value losses on investment property                                                                                               (16,831)
     Foreign exchange movement in foreign operations                                                                                              8,040
     Closing balance on 30 September                                                                                                           186,021
     Analysis of additions:
     New additions
     Ciref Reigate Limited                                                                                                                            35
     Ciref Europe Limited                                                                                                                          7,2331
     West Orchards Coventry Limited                                                                                                                    4
     Delamere Place Crewe Limited                                                                                                                    304
                                                                                                                                                   7,576

     Additions as a result of a change in control of underlying entities
     West Orchards Coventry Limited                                                                                                              53,2062
     Delamere Place Crewe Limited                                                                                                                27,3942
                                                                                                                                                 80,600
     1. Comprises the Lindenhof Shopping Centre located in Bremen, Germany.
     2. The change in control occurred as a result of these joint venture entities becoming subsidiaries during the year. These entities are the owners of the
        West Orchards Shopping Centre and Delamere Place Shopping Centre, respectively.


7.   LONG-TERM RECEIVABLES

                                                                                                                                                  Group
                                                                                                                                                   2009
                                                                                                                                                  £’000
     Security deposits with banks                                                                                                                  5,181
     Amounts due from joint ventures                                                                                                                 116
        Loans to joint ventures                                                                                                                       116
        Impairment of loans                                                                                                                             –
     Amounts due from related parties (refer to Note 23)                                                                                         33,913
        Loans to related parties                                                                                                                 50,963
        Write off of loans                                                                                                                      (17,050)

                                                                                                                                                 39,210

     Security deposits with banks bear interest at a rate of 6.725% with maturity between 1 and 3 years.
     The loans from joint ventures are unsecured, bear interest at rates between 0% and 7% and are repayable on demand,
     but the expectation is that the term will be greater than 12 months.




                                                                                                                                                        205
8.    OTHER INVESTMENTS
                                                                                                                      Group
                                                                                                                       2009
                                                                                                                      £’000
      Investments designated at fair value                                                                                  290
                                                                                                                            290

      During the financial year, the group acquired 12.5 million shares in APN European Property Group by issuing
      833,333 shares in Redefine Intl plc (refer Note 15). The total investment in APN was sold at a net loss of £166,000
      during September 2009.


9.    INTANGIBLE ASSETS

                                                                                                                      Group
                                                                                                                       2009
                                                                                                                      £’000
      Cost
      Balance on 1 October                                                                                                   –
      Acquisition of intangible asset                                                                                    7,517
                                                                                                                         7,517

      Amortisation and impairment losses
      Balance on 1 October                                                                                                    –
      Amortisation for the year                                                                                             188
      Carrying amount                                                                                                    7,329

      In May 2009 the group, through one of its subsidiaries, acquired the majority shareholding in West Orchards Coventry
      Limited. The intangible assets arising in the business combination represents the underlying set of activities and assets
      integrated in generating revenues and hence the business acquired. The group, through the acquisition of West Orchards
      Coventry Limited, have control of the contract relating to the property and asset management containing unique
      knowledge and experience in shopping centre management.


10. INVESTMENTS IN SUBSIDIARIES
      A detailed analysis of the company’s investments in subsidiaries is given in the note on Related Parties (Note 23).

                                                                                                                      Group
                                                                                                                       2009
                                                                                                                      £’000
      Investment at cost                                                                                                      –
      Total investment in subsidiaries                                                                                        –

      Loans to a number of subsidiaries are due to expire within the next 12 months. See Note 2.2 for further details.


11. INVESTMENTS IN JOINT VENTURES
      Three companies in which the group had a joint venture interest entered administration during the financial year ended
      30 September 2009, and have been written off:
      (i) Modus Corovest Blackpool Limited;
      (ii) Friars Walk Newport Limited (previously Modus Corovest Newport Limited);
      (iii) Trinity Walk Wakefield Limited.




206
The group gained control over two companies in which it had a joint venture interest previously. These companies are
consolidated as part of the group’s results:
(i) West Orchards Coventry Limited;
(ii) Delamere Place Crewe Limited.
During the financial year, the company acquired a 100% stake in Byron Place Seaham Limited, which beneficially
owns 50% of the Byron Place Shopping Centre in Seaham, United Kingdom. The acquisition was made for a NIL cash
consideration.
The group’s investments in joint ventures currently consist of the following:
(i)    50% in Pearl House Swansea Limited;
(ii) 50% in Swansea Estates Limited;
(iii) 33.3% in Birchwood Warrington Limited;
(iv) 50% in Ciref Kwik-Fit Stafford Limited;
(v) 50% in Ciref Kwik-Fit Stockport Limited;
(vi) 50% in Ciref NEPI Holdings Limited;
(vii) 50% in 26 The Esplanade No 1 Limited;
(viii) 50% in Ciref Crawley Limited;
(ix) 100% in Byron Place Seaham Limited.

                                                                                                           Group
                                                                                                            2009
                                                                                                           £’000
Balance at 1 October                                                                                       13,003
Reclassification on acquisition of minority                                                                (1,807)
Increase in investment                                                                                      2,176
Impairment of investment                                                                                   (4,389)
Equity accounted loss                                                                                      (4,546)
Change in fair value due to foreign currency translation                                                      571
Balance at 30 September                                                                                     5,008

• Pearl House Swansea Limited is a joint venture with Sandgate Properties Limited, which owns a long leasehold retail
  interest in Swansea, Wales.
• Birchwood Warrington Limited is a joint venture with the Peterlee Partnership, which owns the Birchwood Shopping
  Centre in Warrington, North West England.
• Ciref Kwik-Fit Stafford Limited is a joint venture with Sandcroft Limited, which owns a Kwik-Fit outlet
  in Stafford, Staffordshire.
• Ciref Kwik-Fit Stockport Limited is a joint venture with Sandcroft Limited, which owns a Kwik-Fit outlet
  in Stockport, Lancashire.
• Ciref NEPI Holdings Limited is a joint venture with New Europe Property Investments, which ultimately owns
  property in Germany, Western Europe.
• 26 The Esplanade No 1 Limited is a joint venture with Rimstone Limited which ultimately owns a block of offices
  in St. Helier, Jersey.
• Ciref Crawley Limited is a joint venture with Graymont Limited which owns a block of offices in Crawley, Surrey.
• Byron Place Seaham Limited has 50% beneficial ownership in the Byron Place shopping centre in Seaham, Durham.
• Swansea Estates Limited is a joint venture with Sandgate Properties Limited, which owns a long leasehold retail
  interest in Swansea, Wales.




                                                                                                                 207
      Summarised financial information
      The summarised financial information derived from the gross balance sheets of the joint ventures, is set out below:

                                                                                                                        2009
                                                                                                                        £’000
      Investment property                                                                                          143,581
      Current assets                                                                                                 3,084
      Total assets                                                                                                 146,665
      Capital and reserves                                                                                         (39,389)
      Long-term liabilities                                                                                        171,218
      Current liabilities                                                                                           14,836
      Total equity and liabilities                                                                                 146,665
      Revenue                                                                                                        10,451
      Net loss                                                                                                      (10,899)


12. INVESTMENTS IN ASSOCIATES

                                                                                                                        Group
                                                                                                                         2009
                                                                                                                        £’000
      Balance as at 1 October 2008                                                                                       6,859
      Investment at cost                                                                                                 3,005
      Disposal                                                                                                          (3,014)
      Change in fair value due to foreign currency translation                                                               2
      Equity accounted loss                                                                                             (6,852)
      Balance at 30 September 2009                                                                                           –

      The disposal of the associate reflects the sale of the investment in Wichford P.L.C. in September 2009. The equity
      accounted profit includes an impairment of the Wichford P.L.C. investment of £6,782k prior to its disposal.
      Investment in associates include:
      (i) 15% investment in Pasea Investments Limited
           Pasea Investments Limited is a British Virgin Islands domiciled entity with an investment in a commercial property
           in Tortola, British Virgin Islands.
      (ii) 25% investment in Ciref Margate Limited
           Ciref Margate Limited owns the Regal Walk shopping centre in Margate, Kent.
      Summarised financial information
      The summarised financial information derived from the gross balance sheets of the associates, is set out below:

                                                                                                                        2009
                                                                                                                        £’000
      Investment property                                                                                                 624
      Current assets                                                                                                       29
      Total assets                                                                                                        653
      Capital and reserves                                                                                                 85
      Long term liabilities                                                                                               481
      Current liabilities                                                                                                  87
      Total equity and liabilities                                                                                        653
      Revenue                                                                                                                –
      Net loss                                                                                                             (89)




208
13. TRADE AND OTHER RECEIVABLES

                                                                                                                  Group
                                                                                                                   2009
                                                                                                                  £’000
   Interest receivable                                                                                                52
   Deposits and prepayments                                                                                        2,182
   Short-term loans to joint ventures                                                                              3,825
   Net receivables – related parties (refer to Note 23)                                                            2,209
      Gross receivables                                                                                            4,888
      Impairment of receivables from JV’s                                                                         (2,679)
   VAT Control                                                                                                        33
   Sundry receivables                                                                                              3,232
                                                                                                                  11,533

   Short-term loans to joint ventures are unsecured, bear no interest and are expected to mature within 12 months. All other
   trade receivables are current, with no receivables past due.
   A provision of £263,000 has been made for bad and doubtful debts.


14. CASH AND CASH EQUIVALENTS

                                                                                                                  Group
                                                                                                                   2009
                                                                                                                  £’000
   Bank balances                                                                                                   4,523
   Call deposits                                                                                                  11,009
                                                                                                                  15,532


15. CAPITAL AND RESERVES

   Share capital and share premium

                                                                                                                  Group
                                                                                                                   2009
                                                                                                                  £’000
   Authorised
   500,000,000 ordinary shares of £0.01 each                                                                       5,000

   Issued
   73,867,777 ordinary shares of £0.01 each                                                                          739
                                                                                                                     739

   In issue at 1 October                                                                                          72,686
   Shares issued                                                                                                     405
   Shares issued as scrip dividend                                                                                   777
   Gross Shares in issue at 30 September                                                                          73,868
   Shares taken to treasury                                                                                         (536)
   Treasury shares issued                                                                                            428
   Net shares in issue at 30 September                                                                            73,760

   During the financial year, the company took 536,305 shares into treasury for a total consideration of £379,854.
   On 19 February 2009 the company swapped 404,528 new shares, as well as 428,805 shares from treasury
   (total consideration of £583,333) for 12,500,000 shares in APN European Retail Property Group.



                                                                                                                       209
      Distributions
      On the basis of the assumptions currently made including as to the yields being achieved by the group’s properties
      and subject to the availability of financial resources, the directors intend for the company to pay dividends twice
      yearly on an interim and final basis, representing in aggregate approximately 4.5% of the net asset value. There can
      be no guarantee as to the amount of any dividend payable by the company.
      On 11 February 2009 the company distributed the 2008 final dividend of 2.51p per share. The dividend was settled
      by £1,341,820 in cash and by issuing 573,832 shares at a premium of 83.1p per share.
      On 11 August 2009 the company distributed the 2009 interim dividend of 1.74p per share. The dividend was settled
      by £1,182,658 in cash and by issuing 203,667 shares at a premium of 46.7p per share.

      Currency translation reserve
      The translation reserve comprises all foreign currency differences arising from the translation of the financial statements
      of foreign operations.


16. LOANS AND BORROWINGS
      This note provides information about the contractual terms of the group’s loans and borrowings, which are measured
      at amortised cost.

      Terms and debt repayment schedule

      16.1 Secured
            The terms and conditions of outstanding loans were as follows:
                                                                                                                         2009
                                                    Repayment               Loan                 Year of      Face    Carrying
            Property                Lender               terms       interest rate   Currency   maturity     value     amount
                                                                                                             £’000       £’000
            Gibson Property         Aviva           Quarterly –
            Holdings Limited        Commercial      Interest and
                                    Finance        amortisation           6.37%*        GBP        2029     11,348      11,331
            Newington House         Allied          Quarterly –
            Limited                 Irish           Interest and          LIBOR
                                    Bank           amortisation          + 1.25%        GBP      2010**       7,300      6,859
            Ciref Reigate           Royal Bank      Quarterly –          Base rate
            Limited                 of Scotland    Interest only         + 1.35%        GBP      2010**       2,980      2,980
            Kalihora Holdings       Merrill         Quarterly –
            Limited                 Lynch           Interest and
                                                   amortisation           2.87%*        CHF      2010**     12,545      12,037
            Ciref Streatham         KBC              Monthly –            LIBOR
            Limited                                Interest only         + 1.25%        GBP      2009**       3,078      3,078
            Ciref Malthurst         Citibank        Quarterly –
            Limited                                 Interest and          LIBOR
                                                   amortisation          + 0.95%        GBP        2014     20,000      18,250
            Tritam Investments      Aviva           Quarterly –
            Limited                 Commercial         Interest
                                    Finance               only            6.49%*        GBP      2008**     17,150      17,150
            Ciref Coventry          Aviva           Quarterly –
            Limited                 Commercial      Interest and
                                    Finance        amortisation           6.29%*        .GBP       2027     56,750      56,384
            Ciref Berlin 1          Royal Bank      Quarterly –
            Limited                 of Scotland     Interest and       EURIBOR
                                                   amortisation          + 1.2%         EUR        2014     17,499      17,439
            Ciref German            Royal Bank      Quarterly –
            Portfolio Limited       of Scotland     Interest and       EURIBOR
                                                   amortisation          + 1.2%         EUR        2014       3,672      3,663




210
                                                                                                                        2009
                                                   Repayment                Loan                 Year of      Face   Carrying
     Property                       Lender              terms        interest rate   Currency   maturity     value    amount
                                                                                                             £’000      £’000
     Inkstone                       Barclays        Quarterly –
     Grundstucksverwaltung          Bank            Interest and
     Limited & Co.KG                               amortisation          5.75%*         EUR        2011      4,012      3,867
     Inkstone Zwei                        Quarterly –
     Grundstucksverwaltung                Interest and
     Limited & Co.KG       Barclays Bank amortisation                    5.91%*         EUR        2011      4,537      4,317
     CEL Portfolio                  Valovis         Quarterly –
     Limited & Co. KG               Bank            Interest and
                                                   amortisation          4.95%*         EUR        2014      4,663      4,663
     Total bank loans                                                                                      165,534   162,018
     Corovest Mezzanine Capital Limited                            7.10% – 10%*         GBP        2012     32,225    32,225
     Loans secured by cash deposits                                      7.00%*         GBP        2011      5,915     5,915
     CEL Portfolio Limited & Co. KG                                         0%*         GBP        2029        712       712
     Total secured loans                                                                                   204,386   200,870

     All bank loans are secured over investment property and were granted to facilitate the acquisition of the investment
     properties. The bank loans bear interest at the specified interest rates.
     * Fixed rates.
     ** Please see Note 2.2 for further details.


16.2 Unsecured

                                                                                                                      Group
                                                                                                                       2009
                                                                                                                      £’000
     Minority shareholders loans                                                                                         633
     Derivatives (refer to Note 21)                                                                                    4,810
     Total unsecured loans                                                                                             5,443

     The shareholders loans are unsecured, bear interest at rates between 5.5% and 7.5% and mature in September 2015.
     Non-current liabilities
     Secured loans                                                                                                   190,080
     Unsecured shareholder loans                                                                                         633
     Derivatives                                                                                                       4,810
     Total non-current loans and borrowings                                                                          195,523

     The maturity of non-current borrowings are as follows:
     Between one year and five years                                                                                 110,952
     More than five years                                                                                             84,571
                                                                                                                     195,523

     Current liabilities
     Secured loans                                                                                                    10,790
     Total current loans and borrowings                                                                               10,790
     Total loans and borrowings                                                                                      206,313

     Exposure to credit, interest rate and currency risks arise in the normal course of the group’s business, as disclosed
     in Notes 18, 19 and 20. Derivative financial instruments are used to reduce exposure to fluctuations in interest
     rates. Please refer to Note 21 for further details.




                                                                                                                           211
17. TRADE AND OTHER PAYABLES

                                                                                                                         Group
                                                                                                                          2009
                                                                                                                         £’000
      Rent received in advance                                                                                            2,114
      Accrued interest                                                                                                    2,013
      Short-term loans from joint venture entities                                                                        3,603
      Amount owing to related parties (refer to Note 23)                                                                  1,994
      VAT and other accruals                                                                                              3,276
                                                                                                                         13,000

      Short-term loans from joint ventures are unsecured, bear no interest and are expected to mature within 12 months.


18. CREDIT RISK

      Exposure to credit risk
      The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
      at the reporting date was:

                                                                                                                         Group
                                                                                                                          2009
                                                                                                                         £’000
      Financial assets                                                                                                      290
      Loans and receivables                                                                                              39,210
      Trade and other receivables                                                                                        11,533
      Cash and cash equivalents                                                                                          15,532
                                                                                                                         66,565

      The concentration of credit risk per segment is set out below:
      United Kingdom                                                                                                     52,533
      Europe                                                                                                              1,641
      Other1                                                                                                             12,391
                                                                                                                         66,565
      1
          Includes £11.3million of cash held by the company.


19. LIQUIDITY RISK
      The following are the contractual maturities of financial liabilities, including interest payments and excluding the impact
      of netting agreements:

      Group                                  Carrying Contractual 6 months             6 – 12       1–2      2–5      More than
      30 September 2009                       amount   cash flows    or less          months        years    years      5 years
                                                £’000      £’000     £’000             £’000       £’000    £’000        £’000
      Financial liabilities
      at amortised cost
      Secured loans                  162,730                   (234,836)   (24,033)   (22,141)    (9,453) (69,044)     (110,166)
      Loans from related party        32,225                    (38,752)    (1,263)    (1,263)    (2,527) (33,699)            –
      Loans secured by cash deposits   5,915                     (7,054)      (207)      (207)      (414) (6,226)             –
      Unsecured loans                    633                       (633)         –          –          –        –          (633)
      Trade and other payables        13,000                    (13,000)   (13,000)         –          –        –             –
      Derivative financial liabilities
      Interest rate swaps used
      for economic hedging                        4,810         (16,957)    (1,052)    (1,052)    (1,732)   (4,840)      (8,280)
                                              219,313          (311,232)   (39,555)   (24,663)   (14,126) (113,809)    (119,079)


212
20. CURRENCY RISK
   The group’ subsidiaries finance the acquisition of property assets in the currency in which the asset is denominated so that
   the group’s exposure to changes in the GBP value of its assets is minimised. The group’s total net exposure to fluctuations
   in foreign currency exchange rates at the balance sheet date was as below. This reflects the total financial and non-financial
   assets and liabilities in foreign currencies.
                                                                                                                   Fair value
                                                                                                                        2009
                                                                                                                       £’000
   Assets
   Euro                                                                                                                43,503
   Swiss Franc                                                                                                         18,253
   US Dollar                                                                                                              657
   Liabilities
   Euro                                                                                                                36,406
   Swiss Franc                                                                                                         15,269
   US Dollar                                                                                                                3
   The group’s income from income-producing rental properties is denominated in the same currencies as the loans that are
   financing those properties. Loans have been made by the group to subsidiary companies in the foreign currencies as set
   out below:

                                                                                                                        2009
                                                                                                                        £’000
   Swiss Franc                                                                                                          1,851
                                                                                                                        1,851

   Sensitivity analysis
   A 10% strengthening in the GBP exchange rate against the following currencies at 30 September would have decreased
   equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
                                                                                                                        2009
                                                                                                                        £’000
   30 September 2009
   EUR                                                                                                                   (572)
   USD                                                                                                                    (59)
   CHF                                                                                                                   (245)
   A 10% weakening in the GBP exchange rate against the above currencies at 30 September would have had the equal but
   opposite effect on the above currencies to the amounts shown above, on the basis all other variables remain constant.
   The group’s total net exposure to fluctuations in foreign currency exchange rates at the balance sheet date was as above.
   This reflects the total and financial and non-financial assets and liabilities in foreign currencies.
   The following exchange rates were applied during the year:

                                                                                        Average rate            Year end rate
                                                                                              2009                      2009
   USD                                                                                         1.565                    1.602
   EUR                                                                                         1.151                    1.094
   CHF                                                                                         1.742                    1.660

21. INTEREST RATE RISK
   The group uses interest rate swaps to hedge exposure to the variability in cash flows on floating rate debt, such as secured
   bank loans, caused by the movements in the market rates of interest. The fair value movement reflects the reduction
   in interest rates since 30 September 2008. The table below represents details regarding the interest rate swaps within
   the group:



                                                                                                                            213
      Company                                  Nominal loan                                                 Fair value at
                                               economically       Fixed interest                   Year of 30 September
                                                     edged                  rate     Currency     maturity          2009
                                                     £’000                                                         £’000
      Subsidiaries
      Ciref Malthurst Limited                           20,000           5.17%             GBP        2022           (2,550)
      Ciref Reigate Limited                              2,000           4.81%             GBP        2010             (103)
      Newington House Limited                            7,119           4.69%             GBP        2010             (303)
      Ciref Berlin 1 Limited                             9,255           4.61%             EUR        2014             (906)
      Ciref Berlin 1 Limited                             8,218           4.20%             EUR        2014             (656)
      Ciref German Portfolio Limited                     3,661           4.20%             EUR        2014             (292)
                                                        50,253                                                       (4,810)
      Held in joint ventures
      Ciref Jersey Limited                              18,500           5.48%             GBP        2027           (3,338)
      Ciref Jersey Limited                               1,800           4.80%             GBP        2027             (240)
      Premium Portfolio Limited & Co. KG                 5,903           4.13%             EUR        2014             (438)
      Premium Portfolio Limited & Co. KG                19,360           4.23%             EUR        2014           (1,532)
      Churchill Court Limited                           17,813           5.08%             GBP        2018           (2,085)
                                                        63,376                                                       (7,633)


22. FAIR VALUES
      Fair values versus carrying amounts
      The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated balance
      sheet, are as follows:

                                                                                            30 September
                                                                                                    2009
                                                                                                Carrying
                                                                                   Notes         amount          Fair value
                                                                                                    £’000            £’000
      Financial assets
      Loans and receivables                                                        7, 13          50,743             52,170
      Designated at fair value through profit or loss                                  8             290                290
      Amortised cost                                                                  14          15,532             15,532
                                                                                                  66,565            67,992

                                                                                            30 September
                                                                                                    2009
                                                                                                Carrying
                                                                                   Notes         amount          Fair value
                                                                                                    £’000            £’000
      Financial liabilities
      Amortised cost                                                            16, 17           214,503           200,730
      Held for trading                                                              16             4,810             4,810
                                                                                                 219,313           205,540

      Basis for determining fair values
      The following summarises the significant methods and assumptions used in estimating the fair values of financial
      instruments reflected in the table above.




214
   Investment in equity securities
   The fair value of financial assets at fair value through profit or loss and designated at fair value through profit or loss
   is determined by reference to their quoted bid price at the reporting date.

   Derivatives
   The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting
   estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar
   instrument at the reporting date.

   Loans and borrowings
   For fixed rate loans and borrowings fair value is calculated based on the present value of future principal and interest
   cash flows, discounted at the market rate of interest at the reporting date.

   Trade and other receivables
   The fair value of trade and other receivables is equal to the carrying amount at amortised cost.

   Interest rates used for determining fair value
   The interest rates used to discount estimated cash flows, where applicable, were as follows:

                                                                                                                      2009
   GBP                                                                                                        7% – 7.88%
   EUR                                                                                                             6.45%
   CHF                                                                                                             5.41%


23. RELATED PARTY TRANSACTIONS

   Investment manager
   The company has appointed Corovest Fund Managers Limited as investment manager of the company’s portfolio.
   The Director Michael John Watters is also a director of associated companies of the investment manager and of Corovest
   Mezzanine Capital Limited. Michael John Watters is also a director of Corovest International Limited.

   Directors
   The company pays the directors such annual remuneration for acting as directors of the company as the directors may
   from time-to-time agree. Such fees are payable semi-annually in arrears. In addition, such fees shall be deemed to accrue
   on a daily basis. The directors shall receive an annual fee which in the aggregate will not exceed £100,000. No other
   remuneration is paid by the company to the directors except for the out-of-pocket expenses reasonably incurred by them.
   During the year £6,217 was paid to Osiris International Trustees Limited pursuant to the terms of an administration
   agreement. During the year fees of £36,000 were paid to directors. The directors are regarded as the key management
   of the company.




                                                                                                                         215
      Shareholdings
      The company has holdings in the following subsidiary undertakings:

                                                           Country of                                              Ownership
      Subsidiary companies                                 incorporation                                             interest
      Trito Kwik-Fit Limited                               British Virgin islands                                      84.23%
      Tritam Investments Limited                           British Virgin islands                                      90.79%
      Trito Newport Limited                                British Virgin islands                                      80.95%
      Newington House Limited                              British Virgin islands                                      76.73%
      Trito Petersfield Limited                            British Virgin islands                                      60.42%
      Banstead Property Holdings Limited                   British Virgin islands                                      71.43%
      Trito Blackpool Limited                              British Virgin islands                                      70.68%
      Ciref Reigate Limited                                British Virgin islands                                      61.36%
      TYS Holdings Limited                                 British Virgin islands                                     100.00%
      Ciref Ashtead Limited                                British Virgin islands                                     100.00%
      Acton Properties Limited                             British Virgin islands                                     100.00%
      Ciref Fino Limited                                   British Virgin islands                                      67.65%
      Ciref Wakefield Limited                              British Virgin islands                                      71.67%
      Kalihora Holdings Limited                            Cyprus                                                      80.46%
      Ciref Streatham Limited                              British Virgin islands                                     100.00%
      Ciref Malthurst Limited                              British Virgin islands                                      84.00%
      Ciref Coventry Limited                               British Virgin islands                                      81.25%
      Ciref Europe Limited                                 British Virgin islands                                      92.71%
      Ciref Jersey Limited                                 British Virgin islands                                     100.00%

                                                                                                                        Group
                                                                                                                         2009
                                                                                                                        £’000
      Trading transactions
      Portfolio management fees charged by Corovest Fund Managers Limited                                                  596
      Administration fees charged by Corovest International Limited                                                        116
      Interest received from Corovest Mezzanine Capital Limited                                                          3,213
      Interest paid to Corovest Mezzanine Capital Limited                                                                2,129

      Loans receivable
      Corovest Mezzanine Capital Limited – loan                                                                         33,913
                                         – interest                                                                      2,209

      Loans receivable from Corovest Mezzanine Capital Limited bear interest at 7.1%–12% with maturity of
      between 1 and 3 years.
      Loans payable
      Corovest Fund Managers Limited                                                                                        30
      Minority shareholders loans                                                                                          633
      Corovest International Limited                                                                                         –
      Corovest Mezzanine Capital Limited                                                                                34,033
      Birchwood Warrington Limited                                                                                         156
      Real Estate Securities Limited                                                                                         –


24. DILUTION OF MINORITY INTEREST
      During the financial year the group diluted the interest of minorities in the following subsidiaries by injecting additional
      capital not matched by the minority:




216
                                                                                                                 2009
                                                                         Retained earnings            Minority interest
                                                                                     £’000                       £’000
   Ciref Malthurst Limited                                                               (90)                         90
                                                                                         (90)                         90


25. CONTINGENCIES, GUARANTEES AND CAPITAL COMMITMENTS
   The group has capital commitments of NIL in respect of capital expenditure contracted for at the balance sheet date, but
   not yet incurred, for investment property purchases.
   The company has a guarantee with respect to the liabilities of Ciref Streatham Limited, which is limited to £200,000.


26. POST BALANCE SHEET EVENTS
   The directors of Redefine Intl plc resolved to declare a dividend of 1.31 pence per share. The dividend was offered
   to shareholders as a scrip dividend, with the ability to elect to receive a cash dividend alternative. Further details
   surrounding the terms of the scrip dividend was set out in the notice of the AGM, which was sent to shareholders
   on 21 December 2009.
   The last day to trade “cum” the dividend in order to participate in the dividend was 15 December 2009. The shares
   commenced trading “ex” dividend on 16 December 2009 and the record date was 18 December 2009. The dividend was
   paid to shareholders on 10 February 2010.
   The company announced on 25 November 2009 that it would raise £38 million by virtue of a placing of 84,444,444
   shares (“Placing Shares”), which was approved at an EGM on 18 December 2009, at £0.45 per share. The admission
   of the Placing Shares became effective, and commenced trading on AIM on 21 December 2009.
   The company announced on 22 December 2009 and 28 January 2010 that it had placed 23,000,000 shares and
   57,079,659 shares respectively at £0.52 per share. The funds raised were utilised to finance the Cromwell investment.
   No material fact or circumstance has occurred between the end of the latest financial year of the group, being
   30 September 2009, and the date of this prospectus, in so far as not already dealt with in this note and the information
   included in the prospectus.”




                                                                                                                      217
                                                                                                                      Annexure 14


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT                                                     ON THE             HISTORICAL
FINANCIAL INFORMATION OF REDEFINE INTL PLC


“The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196
5 August 2010

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE REPORT OF HISTORICAL FINANCIAL
INFORMATION (COMPRISING THE BALANCE SHEET, NOTES THERETO AND ACCOUNTING POLICIES
ONLY) OF REDEFINE INTERNATIONAL PLC (FORMERLY CIREF PLC) (“REDEFINE INTL PLC”)

Introduction
At your request, we present our independent reporting accountants’ report on the report of historical financial information
of Redefine Intl plc for the year ended 30 September 2009 and the five months ended 28 February 2010 (“historical
financial information”), for the purposes of complying with the Listings Requirements of the JSE Limited (the “JSE Listings
Requirements”) and for inclusion in the prospectus dated on or about 16 August 2010 ( “prospectus”) to be issued in
conjunction with the listing of Redefine Properties International Limited (“Redefine International”). We are the independent
auditor of Redefine International.

Responsibility of the directors
The directors of Redefine International are responsible for the compilation, contents and preparation of the prospectus in
accordance with the JSE Listings Requirements and the Companies Act of South Africa (Act 61 of 1973). The directors are
also responsible for the fair presentation in accordance with International Financial Reporting Standards of the historical
financial information contained therein to which this independent reporting accountants’ report relates.

Responsibility of the independent reporting accountants
Our responsibility is to express an audit opinion on the historical financial information for the year ended 30 September 2009
included in Annexure 13 to the prospectus based and a review, conclusion on the historical financial information of the five
months ended 28 February 2010 included in Annexure 13 to the prospectus based on our audit and review, respectively.


Historical financial information for the year ended 30 September 2009
Introduction
We have audited the historical financial information for the year ended 30 September 2009 attached as Annexure 13 to
the prospectus prepared in accordance with International Financial Reporting Standards and in the manner required by the
Companies Act of South Africa (Act 61 of 1973).

Responsibility of the independent reporting accountants’ on the historical financial information for the year ended 30 September 2009
We conducted our audit of the historical financial information for the year ended 30 September 2009 in accordance with
International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and
perform the audits to obtain reasonable assurance about whether the historical financial information for the year ended
30 September 2009 is free from material misstatement.




218
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the abovementioned
historical financial information for the year ended 30 September 2009. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the historical financial information for the year
ended 30 September 2009, whether due to fraud or error. In making those risk assessments, the auditor considers internal
control relevant to the entity’s preparation and fair presentation of the historical financial information for the year ended
30 September 2009 in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the historical financial information for the year ended 30 September 2009.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. The
evidence included that previously obtained by us in the conduct of our audits of the annual financial statements of Redefine
International underlying the historical financial information for the year ended 30 September 2009.

Opinion on the historical financial information for the year ended 30 September 2009
In our opinion, the historical financial information for the year ended 30 September 2009, included in the prospectus presents
fairly, in all material respects, the financial position of Redefine International for the year ended 30 September 2009 in
accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa
(Act 61 of 1973) and the JSE Listings Requirements.


Historical financial information for the five months ended 28 February 2010
Introduction
We have reviewed the historical financial information for the five months ended 28 February 2010 attached as Annexure 13
to the prospectus prepared in accordance with the International Standard on Review Engagements ISRE 2400: Engagements
to Review Financial Statements.


Scope of our review
We conducted our review of the historical financial information five months ended 28 February 2010 in accordance with
International Standard on Review Engagements ISRE 2400: Engagements to Review Financial Statements. This standard
requires that we plan and perform the review to obtain moderate assurance that the historical financial information for the
five months ended 28 February 2010 is free of material misstatement. A review is limited primarily to enquiries of company
personnel and to analytical procedures applied to financial data and thus provides less assurance than an audit. We have not
performed an audit, and we do not express an audit opinion.

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the historical financial information
for the five months ended 28 February 2010 included in the prospectus is not fairly presented, in all material respects, in
accordance with the International Financial Reporting Standards and in the manner required by the Companies Act of South
Africa (Act 61 of 1973) and the JSE Listings Requirements.


Yours faithfully,


KPMG Inc
Per Lance September
Chartered Accountant (SA)
Registered Auditor
Director

KPMG
MSC House
1 Mediterranean Street
Foreshore
Cape Town”




                                                                                                                             219
                                                                                                                                              Annexure 15


HISTORICAL PROFITS AND LOSSES AND DIVIDENDS


As required in terms of section 25 of Schedule 3 of the South African Companies Act, the following are the historical profits
and losses and dividends of the Redefine Intl plc and its subsidiaries in the preceding five financial years:
Year/period ended^                 Profits/                Profits/          Aggregate                           Dividends
                                    (losses)                (losses)         dividends                          paid in pence                Dividend
                                 before tax               after tax               paid                           per share**                     cover***
                                     £’000                   £’000               £’000*
                                                                                                      Interim                   Final
30 September 2009                    (47,926)              (47,964)              (3,104)                   1.74                 1.31            (17.77)
30 September 2008                    (34,890)              (34,974)              (4,113)                   3.30                 2.51             (6.83)
30 September 2007                      5,592                 5,504               (1,902)                   3.18                 3.18               1.69
30 September 2006                      4,479                 4,479                    nil                    nil                2.11               7.45
30 September 2005†                     3,165                 3,165                 (166)                     nil              108.90              N/A†
^   KPMG Cayman Islands expressed an unqualified audit opinion in respect of the Corovest Property Investment Fund for the period ended
    30 September 2005. KPMG expressed an unqualified audit opinion in respect of the group annual financial statements of Redefine Intl plc for the
    years ended 30 September 2006 and 2007 and an emphasis of matter audit opinion for each of the two years ended 30 September 2008 and 2009. The
    emphasis of matter opinion for both years 30 September 2008 and 30 September 2009 was in respect of the carrying value of the investment property
    since the property valuations were prepared during periods of market uncertainty.
*   Aggregate dividends paid reflect the actual dividends declared and paid during the stated year/period.
** The dividends paid in pence per share reflects dividends which are declared in respect of the stated year/period but are however paid after the respective
   year/period end.
*** Dividend cover was not presented in Redefine Intl plc annual financial statements for any of the financial years presented. Thus, the dividend cover was
    calculated as earnings per share dividend by the dividends per share in respect of each financial year.
†   The 2005 results reflect those of the Corovest International Real Estate Fund and its subsidiary undertaking, the predecessor entity to Redefine Intl plc.
    The dividend of 108.9p per share was declared to B Class shareholders at a rate of 8% of the net asset value per share. No earnings per share was calculated
    or presented in respect of the 2005 financial year, hence no dividend cover figure is presented.




220
                                                                                                                  Annexure 16


AUDITORS’ REPORT ON THE HISTORICAL PROFITS AND LOSSES AND DIVIDENDS


“The Directors
Redefine Properties International Limited
3rd Floor
Redefine Place
2 Arnold Road
Rosebank
South Africa
2196
5 August 2010

Dear Sirs

REPORT OF THE AUDITOR IN CONNECTION WITH THE PROSPECTUS TO BE ISSUED BY REDEFINE
PROPERTIES INTERNATIONAL LIMITED (“REDEFINE INTERNATIONAL”)
KPMG in Ireland is the appointed registered auditor of Redefine International plc (“Redefine Intl plc”).
We have been advised that you intend to issue a prospectus in respect of the listing of Redefine International in the “Real
Estate – Real Estate Holdings and Development” sector of the JSE Limited (the “JSE”) lists together with an invitation to
qualifying investors for Redefine International linked units (the “private placement”) and that you require our report in
accordance with paragraph 25 of Schedule 3 of the South African Companies Act (Act 61 of 1973), for that purpose.
We have audited the group annual financial statements of Redefine Intl plc (formerly “Corovest Property Investment Fund”,
“CIREF Limited” and “Ciref plc”) for each of the years ended 30 September 2006, 2007, 2008 and 2009, which comprise
the balance sheet at 30 September for each of the years noted, and the income statements, the statements of changes in equity
and cash flow statements for each of the years then ended, and the notes to the financial statements, which include a summary
of significant accounting policies and other explanatory notes.
KPMG in the Cayman Islands audited the financial statements of Corovest Property Investment Fund for the period from
4 March 2004 (the date of incorporation) to 30 September 2005 which comprise of a balance sheet at 30 September, and an
income statement, a statement of changes in net assets and a cash flow statement for the period then ended, and the notes to
the financial statements, which include a summary of significant accounting policies and other explanatory notes.
The financial statements of Corovest Property Investment Fund include dividends paid in respect of the “A” class shares and
“B” class shares in issue. The group annual financial statements of Redefine Intl plc (formerly CIREF Limited and Ciref plc)
include dividends paid in respect of the ordinary shares in issue. There were no other classes of shares in issue during the five
years under review.
KPMG Cayman Islands expressed an unqualified audit opinion in respect of the Corovest Property Investment Fund for the
period ended 30 September 2005. We have expressed an unqualified audit opinion in respect of the group annual financial
statements of Redefine Intl plc (formerly CIREF Limited and Ciref plc) for the years ended 30 September 2006 and 2007 and
an emphasis of matter audit opinion for each of the two years ended 30 September 2008 and 2009. The emphasis of matter
opinion for both years 30 September 2008 and 30 September 2009 was in respect of the carrying value of the investment
property since the property valuations were prepared during periods of market uncertainty. The notes to the group financial
statements for each of the four years 30 September 2006 to 30 September 2009 also include financial information of the
significant reportable segments of Redefine Intl plc. Our audit reports are included within the group annual reports of
Corovest Property Investment Fund and Redefine Intl plc for the periods noted. The audit for the period ended 30 September
2005 was conducted in accordance with International Standards on Auditing. Our audits were conducted in accordance with
International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. We have not performed any
audit procedures subsequent to our audit opinion dated 15 December 2009, in respect of the year ended 30 September 2009.



                                                                                                                            221
Annexure 15, which details the historical profits and losses and dividends of Corovest Property Investment Fund and Redefine
International (the “historical financial information”) have been extracted without adjustment from the financial statements
of the Corovest Property Investment Fund for the period ended 30 September 2005 and from the group annual financial
statements of Redefine Intl plc (formerly CIREF Limited and Ciref plc) for each of the years ended 30 September 2006, 2007,
2008 and 2009.
Copies of the financial statements of Corovest Property Investment Fund for the period ended 30 September 2005 and copies
of the group annual financial statements of Redefine Intl plc for each of the years ended 30 September 2006, 2007, 2008 and
2009 are available at the registered offices of Redefine Intl plc.


Yours faithfully,


KPMG
Per Niamh Marshall
Chartered Accountant
Registered Auditor
Dublin, Ireland”




222
                                                                                                                  Annexure 17


MAJOR UNITHOLDERS AND CAPITAL STRUCTURE


1.   FOUNDERS OF REDEFINE INTERNATIONAL
     Redefine International was incorporated on 20 May 2010 (under the name Kalpafon Limited) as a wholly-owned
     subsidiary of Redefine and was established to hold Redefine’s interest in Redefine Intl plc. On 10 August 2010, Redefine
     disposed of its 168,505,303 shares in Redefine Intl plc to Redefine International in return for 168,505,303 Redefine
     International linked units.
     Redefine International’s sole asset comprises its shareholding in Redefine Intl plc and each linked unit effectively equates
     to one share in Redefine Intl plc.
     Redefine Intl plc is the successor entity to the Corovest International Real Estate Fund. The Corovest International
     Real Estate Fund was a sub-fund of the Corovest Property Investment Fund (“CPIF”), on an open-ended umbrella
     type investment company which was incorporated in the Cayman Islands on 4 March 2004. CPIF was registered as a
     mutual fund under the Mutual Funds Law of the Cayman Islands on 27 July 2004. Redefine Intl plc was incorporated
     on 28 September 2005 and on 30 September 2005 the assets of Corovest International Real Estate Fund were transferred
     to Redefine Intl plc.

2.   MAJOR UNITHOLDERS OF REDEFINE INTERNATIONAL
     Set out below are the names of linked unitholders who, insofar as is known to the company, will (directly or indirectly)
     beneficially hold 5% or more of the issued linked units of Redefine International immediately before the private placement
     and the listing:
                                                                                                Number of                % of
                                                                                              linked units       linked units
                                                                                                     at last   in issue at last
                                                                                                practicable        practicable
     Beneficial holder                                                                                 date               date
     Redefine                                                                                 168,505,303              100.00
     Total                                                                                   168,505,303               100.00
     Set out below are the names of linked unitholders who insofar as is known to the company, will (directly or indirectly)
     beneficially hold 5% or more of the issued linked units of Redefine International immediately after the private placement
     and after the listing.
     Beneficial holder                                                                                                   % of
                                                                                                Number of        linked units
                                                                                              linked units      in issue after
                                                                                          after the listing        the listing
     Redefine                                                                                 258,505,303               74.18
     Total                                                                                   258,505,303                74.18
     It has been assumed that:
     • the maximum number of 180,000,000 linked units will be issued in terms of the private placement.
     • Redefine will subscribe for 90,000,000 linked units which it has agreed to underwrite as per paragraph 12.16 of the
         prospectus.

     Controlling shareholder of Redefine International
     Currently, Redefine controls Redefine International via its ownership of 100.00% of Redefine International linked units.
     On the assumption that 180,000,000 private placement units will be issued and Redefine will subscribe for 90,000,000
     linked units which it has agreed to underwrite as per paragraph 12.16 of the prospectus, immediately after the private
     placement and the listing, Redefine will hold 74.18% of Redefine International linked units.
     Redefine’s registered office is 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank, 2196, Johannesburg, South Africa.



                                                                                                                            223
3.    AUTHORISED AND ISSUED LINKED UNIT CAPITAL
      The authorised and issued linked unit capital of the company immediately before the private placement and the listing
      is as follows:
      Share capital                                                                                  R’000              £’000

      Authorised
      1,000,000,000 ordinary shares of 0.1 cent each                                                 1,000                  87

      Issued
      168,505,303 ordinary shares of 0.1 cent each                                                     168                  15

      Debenture capital

      Issued
      168,505,303 debentures at R5.00 each                                                         842,526             73,263
      Debenture premium                                                                             33,718              2,932

                                                                                                  876,244              76,195

      The authorised and issued linked unit capital of the company immediately after the maximum private placement and the
      listing will be as follows:
      Share capital                                                                                  R’000              £’000

      Authorised
      1,000,000,000 ordinary shares of 0.1 cent each                                                 1,000                  87
      Issued
      348,505,303† ordinary shares of 0.1 cent each                                                    349                  31

      Debenture capital

      Issued
      348,505,303† debentures at R5.00 each                                                      1,742,527            151,524
      Debenture premium                                                                            123,522             10,741
                                                                                                1,866,049            162,265

      † It has been assumed that 180,000,000 private placement units will be issued.
      • All the authorised and issued shares are of the same class and rank pari passu in every respect.
      • The linked units as reflected above were created and issued in terms of Redefine International’s articles.
      • In accordance with the company’s articles, during any vote at any general meeting every person present in person or
        by proxy (or, if a body corporate duly represented by an authorised representative) shall, on a show of hands, have one
        vote and, on a poll, every member present in person or by proxy shall have one vote for each share of which he is the
        holder.
      • Any variation in rights attaching to shares will require the consent of shareholders in a general meeting in accordance
        with the company’s articles.
      • The unissued shares will be under the control of the directors subject to the provisions of the South African Companies
        Act and the JSE Listings Requirements.
      • The linked units of the company are not listed on any other exchanges.
      • The special resolutions for the creation and/or issue of the share capital of the company have been duly passed by the
        requisite majority of linked unitholders and have been registered by CIPRO. The requisite directors’ resolutions have
        been passed authorising the issue of the Redefine International shares.
      • Save in terms of the placings and as otherwise referred to below in paragraph 4 of this annexure, no offer has been
        made for the subscription or sale of securities nor have any securities been issued, in the last three years prior to the
        date of issue of this prospectus, either by Redefine International or its subsidiaries.
      • Except as referred to in paragraph 4 of this annexure, there have been no repurchase of securities by Redefine
        International or its subsidiaries since incorporation of the relevant companies.
      • At the date of this prospectus, the company had no loan capital outstanding.
      • There has been no consolidation of shares since incorporation.
      • Other than the sub-division of the authorised share capital of 1,000 ordinary shares of R1.00 each into 1,000,000,000
        ordinary shares at R0.001 each, there have been no other sub-divisions of shares since incorporation.


224
4.   ALTERATION OF LINKED UNIT CAPITAL
     Redefine Intl plc increased its authorised share capital from 500,000,000 ordinary shares of £0.01 each to 1,000,000,000
     ordinary shares of £0.01 each in terms of an extraordinary general meeting held on 30 April 2010. There have been no
     other changes to the authorised share capital of Redefine Intl plc in the 3 years preceding the last practicable date.
     Details of Redefine Intl plc shares which were issued in the three years preceding the last practicable date are set out in
     the table below:
                            Number of            Price at which
                               Redefine                Redefine
                         Intl plc shares         Intl plc shares     Party to whom Redefine
     Date of issue                issued            were issued      Intl plc shares were issued       Reason for the issue
                                                             (£)
     2 April 2007            18,666,666                    1.501     Various – share placement         Investment opportunities arising in the company’s
                                                                                                       ordinary course of business
     27 November 2007        19,683,550                    1.561     Various – share placement         Investment opportunities arising in the company’s
                                                                                                       ordinary course of business
     11 February 2009           573,832                    0.842     Various                           Scrip dividend issue
     19 February 2009           833,333                    0.701     Redefine Properties               Acquisition of 12,500,000 shares in APN European
                                                                                                       Retail Property Group
     11 August 2009             203,667                    0.482     Various1                          Scrip dividend issue
     21 December 2009        84,444,444                    0.451     Various existing shareholders     Investment opportunities arising in the company’s
                                                                                                       ordinary course of business, conclude the proposed
                                                                                                       restructuring agreement with Aviva, the Wichford
                                                                                                       investment, reduction of debt and general working
                                                                                                       capital
     24 December 2009        23,000,000                     0.52     Redefine Properties               Cromwell investment in December 2009
     31 January 2010         57,079,659                     0.52     Redefine Properties               Cromwell investment in December 2009
     10 February 2010           199,441                    0.492     Various                           Final 2009 dividend
     13 July 2010            60,000,000                     0.50     Redefine International            Cromwell investment in July 2010
     1. These shares were issued at a discount to the quoted price of the shares at the time of the share issue to encourage potential investors to acquire
        shares.
     2. These shares were issued to shareholders who held shares at the time of the scrip dividend. The issue price for the scrip dividend issues are calculated
        as the average middle market quotation for the shares on AIM for the five trading days commencing the first day on which the shares were quoted
        ex-dividend.

     Save for the share premium created as a result of the abovementioned share issues, there has been no amount payable
     by way of a premium or receivable by way of a discount on any shares issued by the company during the three years
     preceding the last practicable date.
     Other than in respect of Ciref Europe, details of which are set out in the table below, there have been no issues or offers
     of securities by Redefine International’s subsidiaries within the three years preceding the last practicable date:
                            Number of             Price at which
                          Ciref Europe             Ciref Europe        Party to whom Ciref Europe
     Date of issue        shares issued       shares were issued       shares were issued                                  Reason for the issue
     31 July 2007          1,000,000.00                      0.01      Redefine Intl plc                                   Capital provided for acquisitions
     31 July 2007             23,430.00                      0.01      Osiris International Trustees Limited as            Capital provided for acquisitions
                                                                       Trustee for Jessica Rose Trust
     14 March 2008             1,000.00                      0.01      Corovest Fund Managers Europe Limited               Management shares
     14 March 2008            14,741.06                     10.00      Osiris International Trustees Limited as            Capital provided for acquisitions
                                                                       Trustee for Jessica Rose Trust
     14 March 2008          855,208.33                      10.00      Redefine Intl plc                                   Capital provided for acquisitions
     19 June 2008           814,861.58                       4.04      Redefine Intl plc                                   Capital provided for acquisitions
     19 June 2008           633,474.58                       4.10      Redefine Intl plc                                   Capital provided for acquisitions
     19 June 2008           252,171.61                       4.10      Ciref Europe Investors Limited                      Capital provided for acquisitions
     30 June 2008        10,255,351.14                       0.00      Redefine Intl plc                                   Share capitalisation
     30 June 2008           782,828.39                       0.00      Ciref Europe Investors Limited                      Share capitalisation
     30 June 2008           118,496.26                       0.00      Osiris International Trustees Limited as            Share capitalisation
                                                                       Trustee for Jessica Rose Trust
     1 September 2008         47,906.28                      1.04      Ciref Europe Investors Limited                      Capital provided for acquisitions
     30 June 2009          2,198,249.44                      0.44      Redefine Intl plc                                   Capital provided for acquisitions




                                                                                                                                                          225
      Details of the Redefine Intl plc shares which were repurchased in the three years preceding the last practicable date are
      set out in the table below:
                                                                                       Number of shares
      Date of repurchase              Details                                             repurchased        Price per share
                                                                                                                         (£)
      23 January 2008                  Open market                                                100,000             1.4475
      25 January 2008                  Open market                                                150,000             1.4475
      13 February 2008                 Open market                                                 45,000             1.4450
      18 February 2008                 Open market                                                 50,000             1.4500
      5 February 2008                  Ciref Feeder Fund                                           69,000             1.4500
      7 February 2008                  Invesprop Holdings Limited                                  53,572             1.4500
      18 March 2008                    Open market                                                 65,000             1.4200
      18 March 2008                    Open market                                                 10,000             1.4300
      20 March 2008                    Open market                                                 10,000             1.4200
      20 March 2008                    Open market                                                 10,000             1.4300
      25 March 2008                    Open market                                                 20,000             1.4200
      27 March 2008                    Open market                                                 20,000             1.4400
      28 March 2008                    AFC Retirement Fund                                        113,000             1.4200
      19 May 2008                      AFC Retirement Fund                                        114,000             1.3000
      19 May 2008                      Seymour Pierce Limited                                   2,162,127             1.3000
      10 June 2008                     Share placement                                        (1,711,876)             1.3000
      16 July 2008                     Standard Bank                                              287,500             1.2700
      26 August 2008                   Open market                                                 71,500             1.1500
      27 August 2008                   AFC Retirement Fund                                        230,000             1.2700
      30 September 2008                Rensburg Sheppards                                          50,000             1.2000
      30 September 2008                Cancellation of treasury shares                        (1,918,823)                  –
      12 March 2009                    Open market                                                 40,000             0.6500
      31 March 2009                    Open market                                                 67,500             0.5200
      10 February 2010                 Issue as part of scrip dividend                          (107,500)             0.4850
      Total treasury shares                                                                            Nil

      Redefine Intl plc has a general authority for the repurchase of shares in terms of a special resolution which was passed
      at the annual general meeting on 27 January 2010.




226
                                                                                                                  Annexure 18


MATERIAL LOANS AND BORROWINGS


Save as set out below:
• no material loans have been advanced to the group; and
• no material loans have been advanced by group.


1.   MATERIAL LOANS PAYABLE
     1.1   Details of material loans advanced to the group as at 28 February 2010 are set out in Note 9 to the Redefine Intl
           plc historical financial information for the five month interim period ended 28 February 2010, which is presented
           in Annexure 13.
     1.2   Subsequent to the five month interim period ended 28 February 2010, the following additional loans were advanced
           or are to be advanced to the group:
           1.2.1 a loan of £487,375 was advanced by Aviva to Banstead Property Holdings (a subsidiary of the company)
                    from facilities provided to Gibson Property Holdings Limited. The loan bears interest at 6.37% per annum,
                    matures in 2029, is secured by investment property and both amortisation and interest are repayable
                    quarterly;
           1.2.2 a loan of £30 million was advanced by Redefine to Redefine International. The loan bears interest at 10%
                    per annum and is unsecured. It is expected that a loan of up to £3 million will be advanced by Redefine
                    to Redefine International on the same terms. These loans will be repaid from the proceeds of the private
                    placement;
           1.2.3 as a result of an agreement entered into on 16 November 2006, a loan of £42 million was advanced by
                    the Norwich Union Mortgages (General) Limited, as the original lender, to Birchwood (in its former
                    name Modus Corovest Birchwood Limited). The loan bears interest at 5.78% per annum, matures in
                    2011 and is secured by, inter alia, a mortgage bond over Birchwood Centre, Dewhurst Road, Warrington.
                    Upon the Aviva transaction becoming unconditional as set out in paragraph 9.4.3 of the prospectus, this
                    loan agreement is to be replaced by the new Birchwood facility agreement details of which are set out in
                    paragraph 9.4 of the prospectus;
           1.2.4 those loans set out under the header “The Amended and Restated Loan Terms under the Aviva Transaction”
                    below shall be entered into upon the Aviva transaction becoming unconditional as set out under
                    paragraph 9.4.3 of the prospectus;
           1.2.5 an approved credit committee term sheet was obtained from Aareal Bank AG under the hotels transaction,
                    details of which are set out under the header “Terms of the Aareal Bank loan under the hotels transaction”
                    below; and
           1.2.6 the new Birchwood facility agreement (which shall replace the Birchwood facility agreement referred to
                    above) and the convertible loan facility agreement set out in paragraph 9.4 of the prospectus shall be
                    entered into upon the Aviva transaction becoming unconditional as set out in paragraph 9.4.3 of the
                    prospectus.
           There have been no other material movements in loans advanced to the group from 28 February 2010 to the last
           practicable date.
     1.3   None of the loans payable by the group are currently convertible to Redefine International linked units. However,
           as referred to in paragraph 9.4 of the prospectus, should the drawings not be repaid under the convertible loan
           facility agreement, then Redefine Intl plc shall be required to issue that number of shares in order to discharge the
           outstanding amount due, which number of shares shall be calculated by dividing the outstanding amount due
           by 50 pence per ordinary share.
     1.4   The borrowings referred to herein arose in respect of the acquisitions of investment properties and companies
           holding investment properties.




                                                                                                                           227
2.    THE AMENDED AND RESTATED LOAN TERMS UNDER THE AVIVA TRANSACTION

      2.1   The Delamere Crewe facility agreement
            2.1.1   Lender: Aviva
            2.1.2   Borrower: Delamere Place
            2.1.3   Restatement Date: Dependent on the outcome of the CVA and the 28 day challenge period
            2.1.4   Facility Amount: £17,150,000
            2.1.5   Purpose: The facility amount has been employed to refinance in part the acquisition of 1 Queensway and
                    Bus Station, Victoria Street & Delamere Street, Crewe CW1
            2.1.6 Interest Rate: 5.93% per annum
            2.1.7   Interest Period Date: Dependent on the outcome of the CVA and the 28 day challenge period
            2.1.8   Capital Repayments: not applicable
            2.1.9 Termination Date: 16 November 2011
            2.1.10 Mortgaged Properties: 1 Queensway and Bus Station, Victoria Street & Delamere Street, Crewe CW1
            2.1.11 Security:
                   2.1.11.1 Deed of Legal Charge dated 19 November 2004 between: (1) Modus Corovest (Newport)
                             Limited, as chargor, and (2) the Trustee;
                   2.1.11.2 Deed of Assignment dated 28 December 2006 made between (1) the Borrower (in its former
                             name Modus Corovest (Crewe) Limited), as assignor, and (2) the Trustee, being Norwich Union
                             Mortgages (General) Limited, over the rental and other income from the Mortgaged Property;
                   2.1.11.3 Inter creditor Deed between, inter alia: (1) the Trustee, (2) Corovest Mezzanine Capital Limited
                             and (3) the Borrower dated on or around the Restatement Date;
                   2.1.11.4 Letter of Limited Recourse between the Lender and the Borrower dated on or around the
                             Restatement Date
            2.1.12 Special conditions:
                   2.1.12.1 The Trustee’s recourse in respect of monies owed to Aviva by Friars Walk (Newport) Limited is
                             limited to the amount by which that debt exceeds the net proceeds of realisation of the Newport
                             property;
                   2.1.12.2 Such shortfall shall be added to the principal amount due and owing under the Delamere Crewe
                             facility agreement.

      2.2   The Byron Place facility agreement
            2.2.1   Lender: Aviva
            2.2.2   Borrower: Byron Place
            2.2.3   Restatement Date: Dependent on the outcome of the CVA and the 28-day challenge period
            2.2.4   Facility Amount: £17,040,000
            2.2.5   Purpose: The facility amount has been employed to finance in part the acquisition and development of
                    Byron Place Shopping Centre, Seaham, Durham
            2.2.6   Interest Rate: 6.44% per annum
            2.2.7   Interest Period Date: Dependent on the outcome of the CVA and the 28-day challenge period
            2.2.8   Capital Repayments: The Borrower must repay approximately £3 million (to be determined on the
                    Restatement Date) of the facility amount before the termination date in such instalments and on such
                    dates specified by Aviva from time-to-time to the Borrower, in writing, the first instalment being due on
                    the interest period date
            2.2.9   Termination Date: 18 September 2031




228
      2.2.10 Mortgaged properties:
             2.2.10.1 Byron Place Shopping Centre, Seaham, Durham;
             2.2.10.2 Birchwood Shopping Centre, Dewhurst Road, Warrington;
             2.2.10.3 The Grand Arcade Shopping Centre, Wigan;
             2.2.10.4 25 and 27 Standishgate, Wigan;
             2.2.10.5 1 and 13 to 25 (odd) Standish Gate and land and buildings on the north side of Crompton
                      Street, Wigan;
             2.2.10.6 West Orchards Shopping Centre, Smithford Way, Coventry and 4,6,8, and 10 Smithford Way,
                      Coventry
      2.2.11 Security:
             2.2.11.1 Deed of Legal Charge dated 22 September 2006 between: (1) the Borrower (in its former name
                       Modus (Seaham) Limited) and Seaham Limited, as chargors, and (2) the Trustee (in its former
                       name Norwich Union Mortgage Finance Limited) (the “Deed of Charge”) ( as amended by a
                       supplemental deed dated on or around the Restatement Date);
             2.2.11.2 Deed of Assignment dated 22 September 2006 made between: (1) the Borrower (in its former
                       name Modus (Seaham) Limited) and Seaham Limited, as assignors, and (2) the Trustee (in its
                       former name Norwich Union Mortgage Finance Limited) over the rental and other income
                       from the First Mortgaged Property (as amended by a supplemental deed dated on or around the
                       Restatement Date);.
             2.2.11.3 Deed of Assignment and Charge dated 19 September 2006 made between: (1) the Borrower (in
                       its former name Modus (Seaham) Limited) and Seaham Limited, as assignors, and (2) the Trustee
                       (in its former name Norwich Union Mortgage Finance Limited) over the assignors’ rights under
                       a building agreement in respect of the development of the First Mortgaged Property;
             2.2.11.4 Inter creditor Deed between, inter alia: (1) the Lender; (2) Corovest Mezzanine Capital Limited
                       and (3) the Borrower and Seaham Limited dated on or around the Restatement Date;
             2.2.11.5 Letter of Limited Recourse between, inter alia, the Trustee and the Borrower dated on or around
                       the Restatement Date;
             2.2.11.6 The Security Documents listed in the Transaction Specific Terms of:
                       2.2.11.6.1 a term loan facility agreement between: (1) the Lender and (2) Birchwood dated on
                                    or around the Restatement Date;
                       2.2.11.6.2 a term loan facility agreement dated 3 April 2007 between: (1) the Lender (in
                                    its former name Norwich Union Mortgage Finance Limited) and (2) Wigan, as
                                    amended and restated on or around the Restatement Date;
                       2.2.11.6.3 a term loan facility agreement dated 29 June 2007 between: (1) the Lender (in its
                                    former name Norwich Union Mortgage Finance Limited) and (2) West Orchards
                                    (in its former name Modus Corovest (Coventry) Limited), as amended and restated
                                    on or around the Restatement Date.

2.3   The Coventry facility agreement
      2.3.1   Lender: Aviva
      2.3.2   Borrower: West Orchards
      2.3.3   Restatement Date: Dependent on the outcome of the CVA and the 28-day challenge period
      2.3.4   Facility Amount: £56,300,000
      2.3.5   Purpose: The facility amount has been employed to finance in part the acquisition of West Orchards
              Shopping Centre, Smithford Way, Coventry and 4,6,8 and 10 Smithford Way, Coventry
      2.3.6   Interest Rate: 6.29% per annum
      2.3.7   Interest Period Date: Dependent on the outcome of the CVA and the 28-day challenge period




                                                                                                                 229
            2.3.8   Capital Repayments: The Borrower must repay approximately £6 million (to be determined on the
                    Restatement Date) of the facility amount before the termination date in such instalments and on such
                    dates specified by Aviva from time-to-time to the Borrower, in writing, the first instalment being due on
                    the interest period date
            2.3.9   Termination Date: 3 July 2027
            2.3.10 Mortgaged Properties:
                   2.3.10.1 West Orchards Shopping Centre, Smithford Way, Coventry and 4, 6, 8, and 10 Smithford Way,
                            Coventry (the “First Mortgaged Property”);
                   2.3.10.2 Birchwood Shopping Centre, Dewhurst Road, Warrington;
                   2.3.10.3 The Grand Arcade Shopping Centre, Wigan;
                   2.3.10.4 25 and 27 Standishgate, Wigan;
                   2.3.10.5 1 and 13 to 25 (odd) Standish Gate and land and buildings on the north side of Crompton
                            Street, Wigan;
                   2.3.10.6 Byron Place Shopping Centre, Seaham, Durham
            2.3.11 Security:
                   2.3.11.1 Deed of Legal Charge dated 4 July 2007 between: (1) the Borrower (in its former name Modus
                             Corovest (Coventry) Limited), as chargor, and (2) the Trustee (in its former name Norwich
                             Union Mortgage Finance Limited) (the “Deed of Charge”);
                   2.3.11.2 Deed of Assignment dated 4 July 2007 made between: (1) the Borrower (in its former name
                             Modus Corovest (Coventry) Limited), as assignor, and (2) the Trustee (in its former name
                             Norwich Union Mortgage Finance Limited) over the rental and other income from the First
                             Mortgaged Property;
                   2.3.11.3 Inter creditor Deed between, inter alia: (1) the Trustee; (2) Corovest Mezzanine Capital Limited
                             and (3) the Borrower dated on or around the Restatement Date;
                   2.3.11.4 Letter of Limited Recourse between, inter alia, the Trustee and the Borrower dated on or around
                             the Restatement Date;
                   2.3.11.5 The Security Documents listed in the Transaction Specific Terms of:
                             2.3.11.5.1 a term loan facility agreement between: (1) the Lender and (2) Birchwood dated on
                                         or around the Restatement Date;
                             2.3.11.5.2 a term loan facility agreement dated 3 April 2007 between: (1) the Lender (in
                                         its former name Norwich Union Mortgage Finance Limited) and (2) Wigan, as
                                         amended and restated on or around the Restatement Date;
                             2.3.11.5.3 a term loan facility agreement dated 19 September 2006 between: (1) the Lender (in
                                         its former name Norwich Union Mortgage Finance Limited) and (2) Byron Place
                                         (in its former name Modus Seaham Limited) as amended and restated on or around
                                         the Restatement Date.

      2.4   The Wigan facility agreement
            2.4.1   Lender: Aviva
            2.4.2   Borrower: Wigan
            2.4.3   Restatement Date: Dependent on the outcome of the CVA and the 28-day challenge period
            2.4.4   Facility A: £125,000,000
            2.4.5   Facility B: Approximately £11,850,000 (dependent on the outcome of the CVA and the 28-day challenge
                    period)
            2.4.6   Purpose: the facilities have been employed to finance, in part, the acquisition and development of The
                    Grande Arcade Shopping Centre, 25 and 27 Standishgate, Wigan, 1 and 13 to 25 (odd) Standish Gate and
                    land and buildings on the north side of Crompton Street, Wigan
            2.4.7   Interest Rate: 5.68% per annum
            2.4.8   Interest Period Date: Dependent on the outcome of the CVA and the 28-day challenge period




230
           2.4.9   Capital Repayments: The Borrower must repay a portion (determined on the Restatement Date) of the
                   facility amount dependent on available cash resources before the termination date in such instalments and
                   on such dates specified by Aviva from time-to-time to the Borrower, in writing, the first instalment being
                   due on the interest payment date following 3 April 2012
           2.4.10 Termination Date: 3 April 2032
           2.4.11 Mortgaged Properties:
                  2.4.11.1 The Grand Arcade Shopping Centre, Wigan;
                  2.4.11.2 25 and 27 Standishgate, Wigan;
                  2.4.11.3 1 and 13 to 25 (odd) Standish Gate and land and buildings on the north side of Crompton
                           Street, Wigan (together the “First Mortgaged Properties”);
                  2.4.11.4 Byron Place Shopping Centre, Seaham, Durham;
                  2.4.11.5 Birchwood Shopping Centre, Dewhurst Road, Warrington;
                  2.4.11.6 West Orchards Shopping Centre, Smithford Way, Coventry and 4, 6, 8, and 10 Smithford Way,
                           Coventry
           2.4.12 Security:
                  2.4.12.1 Deed of Legal Charge dated 4 April 2007 between: (1) the Borrower and Modus (Wigan)
                            Limited, as chargors, and (2) the Trustee (in its former name Norwich Union Mortgage Finance
                            Limited) (the “Deed of Charge”);
                  2.4.12.2 Deed of Assignment dated 4 April 2007 made between: (1) the Borrower and Modus (Wigan)
                            Limited, as assignors, and (2) the Trustee (in its former name Norwich Union Mortgage Finance
                            Limited) over the rental and other income from the First Mortgaged Property;
                  2.4.12.3 Deed of Assignment and Charge dated 4 April 2007 made between: (1) Modus Properties
                            (Wigan) Limited, as assignor, and (2) the Trustee (in its former name Norwich Union Mortgage
                            Finance Limited) over assignors’ rights under a building agreement in respect of the development
                            of the First Mortgaged Property;
                  2.4.12.4 Intercreditor Deed between, inter alia: (1) the Lender; (2) Corovest Mezzanine Capital Limited
                            and (3) the Borrower and Modus (Wigan) Limited, dated on or around the Restatement Date;
                  2.4.12.5 Letter of Limited Recourse between, inter alia, the Trustee and the Borrower dated on or around
                            the Restatement Date;
                  2.4.12.6 The Security Documents listed in the Transaction Specific Terms of:
                            2.4.12.6.1 a term loan facility agreement between: (1) the Lender and (2) Birchwood dated on
                                         or around the Restatement Date;
                            2.4.12.6.2 a term loan facility agreement dated 19 September 2006 between: (1) the Lender (in
                                         its former name Norwich Union Mortgage Finance Limited) and (2) Byron Place (in
                                         its former name Modus (Seaham) Limited), as amended and restated on or around
                                         the Restatement Date;
                            2.4.12.6.3 a term loan facility agreement dated 29 June 2007 between: (1) the Lender (in its
                                         former name Norwich Union Mortgage Finance Limited and (2) West Orchards (in
                                         its former name Modus Corovest (Coventry) Limited), as amended and restated on
                                         or around the Restatement Date.


3.   TERMS OF THE AAREAL BANK LOAN UNDER THE HOTELS TRANSACTION
     On 6 August 2010 Aareal Bank AG agreed to provide funding to Redefine Hotels on the following terms:
     3.1   Loan Amount: A secured loan capped at the lowest of:
           3.1.1 £68 510 000;
           3.1.2 65% of the current market valuation of the property subject to the existing franchise contracts;
           3.1.3 65% of the purchase price of the properties;
           3.1.4 an amount which implies a yield on debt of 9.5% based on the most recent trailing 12 months Net
                 Operating Income from the properties.




                                                                                                                        231
      3.2   Properties:
            3.2.1 Express By Holiday Inn Limehouse;
            3.2.2 Express By Holiday Inn Park Royal;
            3.2.3 Express By Holiday Inn Royal Docks;
            3.2.4 Express By Holiday Inn Southwark;
            3.2.5 Holiday Inn Brentford Lock.
      3.3   Interest Rate: The loan will be at a rate of interest calculated on three-month LIBOR plus Interest Margin and
            Mandatory Cost. The loan will be subject to the Interest Rate Hedging.
            Interest will be payable quarterly on 31 March, 30 June, 30 September and 30 December in each year (“Interest
            Payment Dates” and “Test Dates”).
      3.4   Purpose: To fund the acquisition of the properties.
      3.5   Final Maturity Date: Five years from signing.
      3.6   Availability: A single drawdown to take place on completion of all terms and conditions required under the facility
            agreement.
      3.7   Amortisation: Quarterly payments of:
            3.7.1 Years 1 and 2: £150 000;
            3.7.2 Years 3, 4 and 5: £375 000,
            payable on each Interest Payment Date.
            Any surplus income after payment of interest and/or amortisation may be released to the Borrower and used for
            general corporate purposes, tax payments or dividend distributions.
      3.8   Repayment: The outstanding balance of the facility to be repaid at:
            3.8.1 expiry of the Final Maturity Date; or
            3.8.2 upon sale or refinancing of the whole or any part of the properties. Upon disposal of a property a minimum
                    of 110% of the allocated loan amount of that property will be repaid.
            Upon disposal of a property, the allocated loan amount will be repaid (100%) with the remaining 10% used in
            reduction of the remaining allocated loan amounts on a pro rata basis.
      3.9   Security: The Agent’s requirements for security will include, but not be limited to, the following:
            3.9.1 first legal charge over the legal and beneficial interests in the property incorporating a debenture over all the
                   assets of the Borrower;
            3.9.2 first legal charge over the shares in the Borrower;
            3.9.3 for the avoidance of doubt, the facility will be fully cross-collateralised, i.e. via cross-guarantees between all
                   Borrowers/SPV’s;
            3.9.4 charges over the FF&E account(s), Debt Service Deposit Account and Deposit Account;
            3.9.5 assignment of the rent and any other rights arising out of any rental agreements as and when these are
                   entered into (Notice to Tenant to be held until event of default);
            3.9.6 assignment of the franchise agreements and/or related agreements;
            3.9.7 Subordination Deed in respect of management fees (“head office” costs) and management fees/rent to
                   Redefine Hotels;
            3.9.8 Inter creditor Deed and Subordination Deed in respect of any loan stock provided by the shareholders or
                   associated companies of the shareholders. All rights of subordinated lenders are to be postponed;
            3.9.9 Insurance of the properties to be taken out and maintained in an amount and in a form acceptable to the
                   Agent. The Agent is to be co-insured or noted and be named as loss payee. The insurance is to include a
                   mortgagee’s protection clause, including loss of rent cover, business interruption (in each case a minimum
                   two years’ loss) and insurance against acts of terrorism.




232
3.10 Conditions Precedent: As customary for a facility of this nature in form and substance satisfactory to the Agent,
     to include, inter alia:
     3.10.1 legal documentation for the transaction including, but not limited to, all security documents and the
             facility agreement;
     3.10.2 site visit by the Agent’s internal valuer;
     3.10.3 the Borrower will have no outstanding financial liabilities on drawdown other than as anticipated under
             this proposal;
     3.10.4 an overview of the report of title by the Agent’s solicitors covering, inter alia, the Borrower’s title to the
             properties;
     3.10.5 a letter of comfort of the franchiser IHG for each property acknowledging the provision of debt by the
             Lender to the Borrower incorporating a notification of breach to the Agent clause;
     3.10.6 franchise agreements and any other related agreements relating to the hotels to be in a form satisfactory to
             the Agent;
     3.10.7 no material adverse change in the financial standing of the Borrower and any other party to this transaction
             between the date of the Offer Letter and the date of first drawdown.
3.11 Covenants: Loan and security documentation to incorporate standard clauses for a facility of this nature including,
     but not limited:
     3.11.1 the Borrower may not carry out any other activities or business, other than the ownership or management
            of the properties;
     3.11.2 the Sponsors must retain at least a 50% interest and control in the Borrower and/or holding companies
            within the structure during the term of this facility. For the avoidance of doubt any changes below this level
            must still be notified to the Agent who reserves the right to request further information for the purposes of
            customer due diligence;
     3.11.3 no change in the Sponsors during the term of this facility without the consent of the Agent;
     3.11.4 the Borrower may not surrender and shall not assign, amend or alter the terms of any material contract,
            franchise or least without the Agent’s prior consent;
     3.11.5 Lender’s consent will be required to all sales, such consent not to be unreasonably withheld or delayed;
     3.11.6 various performance covenants.




                                                                                                                     233
      4.   MATERIAL LOANS RECEIVABLE




234
           4.1   Details of all loans advanced by the group as at the last practicable date are set out in the table below:
                                                      Names and addresses                                                                   Value of security
                 Loans receivable     Date on which   of directors where                                                                    (if applicable)
                 from                 loan was        loans were made     Period of loan plus     Current fair value   Nature of security   and method            If unsecured,     Interest Reason for loan
                                      advanced        to companies        repayment terms         of loan receivable   held (if any)        of valuation          reason therefor   rate     being advanced
                 Corovest Mezzanine   23-Sep-2007     Pat Mahon & Andrew Loan is rolled every     £3,900,000           Investment           £11,650,000, RICS     N/A               10%     Loan to property
                 Capital Limited                      Palmer (2nd Floor,   18 months                                   property             valuation standards                             owning entity
                                                      31 – 33 The Triangle                                                                  (”Red book”)
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                 Corovest Mezzanine   06-Dec-2006     Pat Mahon & Andrew Loan is rolled every     £950 000             Investment           £1,400,000, RICS      N/A               10%     Loan to property
                 Capital Limited                      Palmer (2nd Floor,   18 months                                   property             valuation standards                             owning entity
                                                      31 – 33 The Triangle                                                                  (”Red book”)
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                 Corovest Mezzanine   06-Dec-2006     Pat Mahon & Andrew Loan is rolled every     £313,354             Investment           £925,000, RICS        N/A               10%     Loan to property
                 Capital Limited                      Palmer (2nd Floor,   18 months                                   property             valuation standards                             owning entity
                                                      3 1– 33 The Triangle                                                                  (”Red book”)
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                 Corovest Mezzanine   27-Apr-2007     Pat Mahon & Andrew Loan is rolled every     £24,000,000          Investment           £23,930,000, RICS     N/A               10%     Loan to property
                 Capital Limited                      Palmer (2nd Floor,   18 months                                   property             valuation standards                             owning entity
                                                      31 – 33 The Triangle                                                                  (”Red book”)
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                 Corovest Mezzanine   04-Jul-2007     Pat Mahon & Andrew Loan is rolled every     £4,000,000           Investment           £45,000,000, RICS     N/A               10%     Loan to property
                 Capital Limited                      Palmer (2nd Floor,   18 months                                   property             valuation standards                             owning entity
                                                      31 – 33 The Triangle                                                                  (”Red book”)
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                 Corovest Mezzanine   01-Oct-2008     Pat Mahon & Andrew Loan is rolled every     £249,373             Investment           £10,150,000, RICS     N/A               10%     Loan to property
                 Capital Limited                      Palmer (2nd Floor,   18 months                                   property             valuation standards                             owning entity
                                                      31 – 33 The Triangle                                                                  (”Red book”)
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                 Birchwood            31-Jul-2009     Nicolaas Faure &       1 year, payable on   £500,000             No security          N/A                   Inter-company     7%      Working capital
                 Warrington                           Miles Walton           31 July 2010                                                                         loan                      financing
                 Limited                              (2nd Floor,
                                                      31 – 33 The Triangle
                                                      Ranelagh, Dublin 6,
                                                      Republic of Ireland)
                                         Names and addresses                                                                  Value of security
      Loans receivable   Date on which   of directors where                                                                   (if applicable)
      from               loan was        loans were made     Period of loan plus    Current fair value   Nature of security   and method            If unsecured,     Interest Reason for loan
                         advanced        to companies        repayment terms        of loan receivable   held (if any)        of valuation          reason therefor   rate     being advanced

      Pearl House        31-Jul-2006     Stephen Carlin,       Repayable on        £116,083              No security          N/A                   Inter-company     0%      Working capital
      Swansea Limited                    Michael Watters,      demand, expectation                                                                  loan                      financing
                                         Peter Todd &          more than 12 months
                                         Martyn Guess
                                         (2nd Floor,
                                         11 Haymarket,
                                         London, SW1Y 4BP,
                                         England)
      Schroders (C.I.)   30-Sep-2005     Julian Pole Winser,    Mature and rolled   £464,295             Investment           £1,150,000, RICS      N/A               6.73%   Loan to property
      Limited                            Robert Hooly,          after 3 years                            property             valuation standards                             owning entity
                                         Richard John Corbin,                                                                 (”Red book”)
                                         Advocate David C Moore,
                                         Chris Russell,
                                         Nicol Jonathan Bennett,
                                         Philip Stephan Arnold
                                         von Mallinckrodt,
                                         John Thomas Bell
                                         (PO Box 334
                                         Regency Court
                                         Glategny Esplanade
                                         St. Peter Port
                                         Guernsey, GY1 3UF
                                         Channel Islands)
      Schroders (C.I.)   15-Dec-2005     Julian Pole Winser,    Mature and rolled   £405,000             Investment           £2,650,000, RICS      N/A               6.73%   Loan to property
      Limited                            Robert Hooly,          after 3 years                            property             valuation standards                             owning entity
                                         Richard John Corbin,                                                                 (”Red book”)
                                         Advocate David C Moore,
                                         Chris Russell,
                                         Nicol Jonathan Bennett,
                                         Philip Stephan Arnold
                                         von Mallinckrodt,
                                         John Thomas Bell
                                         (PO Box 334
                                         Regency Court
                                         Glategny Esplanade
                                         St. Peter Port
                                         Guernsey, GY1 3UF
                                         Channel Islands)




235
                                         Names and addresses                                                                  Value of security




236
      Loans receivable   Date on which   of directors where                                                                   (if applicable)
      from               loan was        loans were made     Period of loan plus    Current fair value   Nature of security   and method            If unsecured,     Interest Reason for loan
                         advanced        to companies        repayment terms        of loan receivable   held (if any)        of valuation          reason therefor   rate     being advanced
      Schroders (C.I.)   30-Sep-2005     Julian Pole Winser,    Mature and rolled   £966,798             Investment           £10,150,000, RICS     N/A               6.73%   Loan to property
      Limited                            Robert Hooly,          after 3 years                            property             valuation standards                             owning entity
                                         Richard John Corbin,                                                                 (”Red book”)
                                         Advocate David C Moore,
                                         Chris Russell,
                                         Nicol Jonathan Bennett,
                                         Philip Stephan Arnold
                                         von Mallinckrodt,
                                         John Thomas Bell
                                         (PO Box 334
                                         Regency Court
                                         Glategny Esplanade
                                         St. Peter Port
                                         Guernsey, GY1 3UF
                                         Channel Islands)
      Schroders (C.I.)   30-Sep-2005     Julian Pole Winser,    Mature and rolled   £875,000             Investment           £13,560,000, RICS     N/A               6.73%   Loan to property
      Limited                            Robert Hooly,          after 3 years                            property             valuation standards                             owning entity
                                         Richard John Corbin,                                                                 (”Red book”)
                                         Advocate David C Moore,
                                         Chris Russell,
                                         Nicol Jonathan Bennett,
                                         Philip Stephan Arnold
                                         von Mallinckrodt,
                                         John Thomas Bell
                                         (PO Box 334
                                         Regency Court
                                         Glategny Esplanade
                                         St. Peter Port
                                         Guernsey, GY1 3UF
                                         Channel Islands)
                                         Names and addresses                                                                  Value of security
      Loans receivable   Date on which   of directors where                                                                   (if applicable)
      from               loan was        loans were made     Period of loan plus    Current fair value   Nature of security   and method            If unsecured,     Interest Reason for loan
                         advanced        to companies        repayment terms        of loan receivable   held (if any)        of valuation          reason therefor   rate     being advanced
      Schroders (C.I.)   09-Nov-2005     Julian Pole Winser,    Mature and rolled   £470,350             Investment           £13,560,000, RICS     N/A               6.73%   Loan to property
      Limited                            Robert Hooly,          after 3 years                            property             valuation standards                             owning entity
                                         Richard John Corbin,                                                                 (”Red book”)
                                         Advocate David C Moore,
                                         Chris Russell,
                                         Nicol Jonathan Bennett,
                                         Philip Stephan Arnold
                                         von Mallinckrodt,
                                         John Thomas Bell
                                         (PO Box 334
                                         Regency Court
                                         Glategny Esplanade
                                         St. Peter Port
                                         Guernsey, GY1 3UF
                                         Channel Islands)
      Schroders (C.I.)   01-Oct-2005     Julian Pole Winser,    Mature and rolled   £2,000,000           Investment           £11,650,000, RICS     N/A               6.73%   Loan to property
      Limited                            Robert Hooly,          after 3 years                            property             valuation standards                             owning entity
                                         Richard John Corbin,                                                                 (”Red book”)
                                         Advocate David C Moore,
                                         Chris Russell,
                                         Nicol Jonathan Bennett,
                                         Philip Stephan Arnold
                                         von Mallinckrodt,
                                         John Thomas Bell
                                         (PO Box 334
                                         Regency Court
                                         Glategny Esplanade
                                         St. Peter Port
                                         Guernsey, GY1 3UF
                                         Channel Islands)




237
      4.2   Other than in respect of the inter-company loans which are due from Birchwood Warrington Limited and Pearl
            House Swansea Limited, none of the other loans receivable set out in the table above are unsecured.
      4.3   There are no interest and/or capital redemption payments in arrears.
      4.4   No loans were made and no security was furnished by the group to or for the benefit of any director or any manager
            or any associate of any director or manager of the group.


5.    LOAN CAPITAL
      5.1   Although debentures have been created in terms of the debenture trust deed no debentures have been created by
            the company or any subsidiary or issued by way of conversion or replacement of debentures previously issued.
      5.2   There is no loan capital outstanding in respect of the group.




238
                                                                                                                Annexure 19


SALIENT FEATURES OF      THE ARTICLES OF ASSOCIATION OF REDEFINE
INTERNATIONAL AND ITS SUBSIDIARIES


Extracts from the Articles of Association of Redefine International as are required to be disclosed under the South
African Companies Act and the JSE Listings Requirements follow.
“12. BORROWING POWERS
     12.1 The directors may exercise all the powers of the company to borrow money and to mortgage or encumber its
          undertaking and property or any part thereof and to issue debentures or debenture stock (whether secured or
          unsecured) and other securities (with such special privileges, if any, as to allotment of shares or stock, attending
          and voting at general meetings, appointment of directors or otherwise as may be sanctioned by a general meeting)
          whether outright or as security for any debt, liability or obligation of the company or of any third party.
     12.2 For the purpose of the provisions of Article 12.1, the borrowing powers of the company shall be unlimited.”
“13. DIRECTORS
     13.4   The shareholding qualification for directors and alternate directors may be fixed, and from time-to-time varied,
            by the company at any meeting of members and unless and until so fixed no qualification shall be required.
     13.5   The remuneration of the directors shall from time-to-time be determined by the company in general meeting.
     13.6   The directors shall be paid all their travelling and other expenses properly and necessarily incurred by them in
            and about the business of the company, and in attending meetings of the directors or of committees thereof,
            and if any director shall be required to perform extra services or to go or to reside abroad or otherwise shall be
            specially occupied about the company’s business, he shall be entitled to receive a remuneration to be fixed by a
            disinterested quorum of the directors which may be either in addition to or in substitution for the remuneration
            provided for in Article 13.3.
     13.9   The company and the directors shall comply with the provisions of the Statutes with regard to the disclosure of
            the interests of directors in contracts or proposed contracts; subject thereto, no director or intending director
            shall be disqualified by his office from contracting with the company, either with regard to such office or as
            vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on
            behalf of a company, in which any director shall be in any way interested, be or be liable to be avoided, nor shall
            any directors so contracting or being so interested be liable to account to the company for any profit realised by
            any such contract or arrangement by reason of such director holding that office or of the fiduciary relationship
            thereby established.
     13.10 No director shall, as a director, vote in respect of any contract or arrangement in which he is so interested as
           aforesaid, and if he does so vote, his vote shall not be counted, nor shall he be counted for the purpose of any
           resolution regarding the same in the quorum present at the meeting. These prohibitions shall include, but not
           be limited to:
            13.10.1 any contract or dealing with a company or partnership or corporation of which all of the directors of
                    the company are directors, members, managers, officials or employees or otherwise interested;
            13.10.2 any contract by or on behalf of the company to give to all the directors any security by way of indemnity
                    or in respect of advances made by them;
            13.10.3 any contract to subscribe for or to underwrite or sub-underwrite any shares in or debentures or
                    obligations of the company or any company in which the company may in any way be interested;
            13.10.4 any resolution to allot shares in or debentures or obligations of the company to any director of the
                    company or to any matter arising out of or consequent upon any such resolution;
            13.10.5 any contract for the payment of commission in respect of the subscription for such shares, debentures
                    or obligations.
            The above prohibitions may at any time or times be suspended or relaxed to any extent by the company in
            general meeting.
     13.11 A director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat any
           other director is appointed to hold any office or place of profit under the company or whereat the terms of any



                                                                                                                          239
             such appointment are arranged, and he may vote on any such appointment or arrangement notwithstanding
             that at such meeting his own appointment or an arrangement in connection therewith is a matter before the
             board of directors.
      13.15 A director may be employed by or hold any office of profit under the company or under any subsidiary company
            in conjunction with the office of director, other than that of auditor of the company or of any subsidiary
            company, and upon such terms as to appointment, remuneration and otherwise as the directors may determine,
            and any remuneration so paid may be in addition to the remuneration payable in terms of Article 13.5 or 13.6;
            provided that the appointment of a director in any other capacity in the company and his remuneration must
            be determined by a disinterested quorum of directors.”
Extracts from the Articles of Association of each of the subsidiaries incorporated in Cyprus as are required to be
disclosed under the JSE Listings Requirements follow.
“14. DIRECTORS
      14.2
             14.2.1   The remuneration if any, of the Directors shall be determined from time-to-time by the Company
                      at a general meeting. Such remuneration shall be deemed to accrue from day to day. The Directors
                      shall also be paid all travelling, hotel and other expenses properly incurred by them in attending and
                      returning from meetings of the Directors or which have been incurred by them in any other way in
                      connection with the business of the Company.
             14.2.2   Any Director who at the Company’s request provides special services to the Company or it is necessary
                      to travel or to remain abroad for the Company’s purposes, will receive from the Company such
                      additional remuneration by way of salary, benefit, real expenses or in any other way as the Board will
                      decide.
      14.3   The shareholding qualification for Directors may be fixed by the Company in general meeting and, unless and
             until so fixed, no qualification shall be required.”
“16. POWERS AND DUTIES OF DIRECTORS
      16.5
             16.5.1   A Director which in any way, directly or indirectly, has an interest in a contract or a proposed contract
                      with the Company, shall declare the nature of his interest at a meeting of the Directors according to
                      section 191 of the Law.
             16.5.2   Any Director or any company or firm of which a Director is a shareholder, partner or director, may
                      contract and participate in the profits of any contract or arrangement with the Company as if he were
                      not a Director and may retain for his own use any profits or benefits made by him under any such
                      contract. Every Director shall also be entitled to vote on any matter concerning any such contract or
                      arrangement notwithstanding any interest he may have therein as well as on any matter concerning
                      his appointment with remuneration to any office or place of profit under the Company or on the
                      regulation of the terms thereof and shall be entitled to be counted in the quorum of the Board of
                      Directors at any meeting at which any such matter is considered.
             16.5.3   The Directors may hold any other office or place of profit under the Company (other than the office
                      of Auditor) in conjunction with the office of Director, for such period and on such terms (as to
                      remuneration and otherwise) as the Directors may determine and no Director or intending Director
                      shall be disqualified by his office from contracting with the Company either with regard to his tenure
                      of any such office or other place of profit or as a salesman or a purchaser or in any other way, and
                      neither any such contract, or any contract or any arrangement which has been concluded by or on
                      behalf of the Company, to which such Director has some interest will be voidable, nor any Director
                      who will conclude any such contract, or who will have any such interest will be under an obligation to
                      account to the Company for any profit which he will make from any such contract, or arrangement,
                      solely due to the fact that such Director holds the office of Director or due to the confidential nature
                      of this office.
             16.5.4   The Directors may act by themselves or their firm in a professional capacity for the Company, so
                      that the Director who acts in such a way or his firm shall be entitled to remuneration for professional
                      services as if he were not a Director; provided that nothing herein contained shall authorise a Director
                      or his firm to act as Auditor of the Company.”


240
Extracts from the Articles of Association of each of the subsidiaries incorporated in Ireland as are required to be
disclosed under the JSE Listings Requirements follow.
“DIRECTORS
14.   A Director shall not require any share qualification.
      DISQUALIFICATION OF DIRECTORS
18.   A Director may hold any office of profit under the Company (other than that of Auditor) in conjunction with the
      office of Director, and may enter into contracts or arrangements or have dealings with the Company, and shall not
      be disqualified from office thereby, nor shall he/she be liable to the Company for any profit arising out of any such
      contract, arrangement or dealing to which he/she is party or in which he/she is interested by reason of his/her being
      at the same time a Director of the Company, provided that such Director discloses to the Board at or before the time
      when such contract, arrangement or dealing is determined upon is/her interest therein, or if such interest is subsequently
      acquired, provided that he/she on the first occasion possible discloses to the Board the fact that he/she has acquired
      such interest. But, except in respect of any agreement or arrangement to give any indemnity or security to any Director
      who has undertaken or is about to undertake any liability on behalf of the Company, or of a resolution to allot any
      shares or debentures to a Director, no Director shall vote as a Director in regard to any contract, arrangement or dealing
      in which he/she is interested or upon any matter arising thereout, and if he/she shall so vote his/her vote shall not be
      counted, nor shall he/she be reckoned in estimating a quorum when any such contract, arrangement or dealing is
      under consideration.”
Extracts from the Articles of Association of each of the subsidiaries incorporated in Jersey as are required to be disclosed
under the JSE Listings Requirements follow.
“73. Remuneration of directors
      The directors shall be entitled to such remuneration as the company may by ordinary resolution determine and, unless
      the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.
74.   Directors’ expenses
      The directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their
      attendance at meetings of directors or committees of directors or general meetings or separate meetings of the holders
      of any class of shares or of debentures of the company or otherwise in connection with the discharge of their duties.”
Extracts from the Articles of Association of each of the subsidiaries incorporated in Luxembourg as are required to be
disclosed under the JSE Listings Requirements follow.
“ARTICLE 12
The Company is managed by one or more managers. If several managers have been appointed, they will constitute a board of
managers. The manager(s) need not be shareholders. The manager(s) may be revoked ad nutum.
In dealing with third parties, the manager(s) will have all powers to act in the name of the Company in all circumstances and to
carry out and approve all acts and operations consistent with the Company’s objects and provided the terms of this article 12
shall have been complied with.
All powers not expressly reserved by Law or the present Articles to the general meeting of shareholders fall within the
competence of the manager, or in case of plurality of managers, of the board of managers.
The managers shall be entitled to such remuneration as the company may be ordinary resolution determine and unless the
resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.
The Company shall be bound by the sole signature of its single manager, and, in case of plurality of managers, by the sole
signature of any member of the board of managers.
The manager, or in case of plurality of managers, the board of managers may sub-delegate his powers for specific tasks to one
or several ad hoc agents.
The manager, or in case of plurality of managers, the board of managers will determine this agent’s responsibilities and
remuneration (if any), the duration of the period of representation and any other relevant conditions of his agency.
In case of plurality of managers, the resolutions of the board of managers shall be adopted by the majority of the managers
present or represented.”




                                                                                                                           241
Extracts from the Articles of Association of each of the subsidiaries incorporated in the United Kingdom as are required
to be disclosed under the JSE Listings Requirements follow.
“8.4 Directors’ remuneration
      8.4.1 Directors may undertake any services for the Company that the directors decide.
      8.4.2 Directors are entitled to such remuneration as the directors determine:
            8.4.2.1 for their services to the Company as directors, and
            8.4.2.2 for any other service which they undertake for the Company.
      8.4.3 Subject to the Articles, a director’s remuneration may:
            8.4.3.1 take any form; and
            8.4.3.2 include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death,
                    sickness or disability benefits, to or in respect of that director.
      8.4.4 Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
      8.4.5 Unless the directors decide otherwise, directors are not accountable to the Company for any remuneration which
            they receive as directors or other officers or employees of the Company’s subsidiaries or of any other body corporate
            in which the Company is interested.
8.5 Directors’ and officers’ expenses
      8.5.1 The Company may pay any reasonable expenses which the officers (including alternate directors and the secretary)
            properly incur in connection with their attendance at:
            8.5.1.1 meetings of directors or committees of directors;
            8.5.1.2 general meetings; or
            8.5.1.3 separate meetings of the holders of any class of shares or of debentures of the Company,
               or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation
               to the Company.”




242
                                                                                                                        Annexure 20


SALIENT FEATURES OF THE DEBENTURE TRUST DEED


Java Capital Sponsors (Proprietary) Limited has been appointed as the first trustee of the debenture trust deed. Extracts from
the debenture trust deed of the company providing for the appointment, qualification, remuneration, borrowing powers,
interests of trustees and interest payments are set out below:


“16. CESSATION OF OFFICE OF TRUSTEE AND APPOINTMENT OF NEW TRUSTEE
      16.1    The trustee shall remain in office until he/it ceases to hold office in terms of clause 16.2.
      16.2    The trustee shall cease to hold office if:
              16.2.1    he/it resigns, having given at least 60 business days’ written notice to the company in the manner
                        prescribed in clause 19. Such resignation shall be effective without any leave of any Court or any other
                        person. At the expiration of such period of notice the trustee shall be discharged from the trusts hereof
                        and shall not be responsible for any loss or costs occasioned by its resignation; or
              16.2.2    he/it is wound up or placed under judicial management, whether provisionally or finally; or
              16.2.3    he/it becomes disqualified in law to hold the office of trustee; or
              16.2.4    he/it is removed from office by a debenture ordinary resolution; or
              16.2.5    being a natural person, his estate is provisionally or finally sequestrated or surrendered as insolvent or
                        his person or property is placed under curatorship.
      16.3    Upon the termination of office of a trustee, the company shall immediately notify the debenture holders and
              nominate a new trustee, which nomination shall be approved by debenture holders at a meeting convened as
              an ordinary meeting, by a debenture ordinary resolution, within three months of termination of such office or
              such additional period as may be reasonable in the circumstances. In the event of the company failing, within a
              reasonable time, to nominate a person approved by debenture holders, the debenture holders may themselves,
              by debenture ordinary resolution, make such appointment.
      16.4    Upon the appointment of a trustee in place of a former trustee, the new trustee shall, by notice in writing to
              the company, signify its acceptance of the appointment and shall thereafter be vested with all the rights, powers,
              authorities and privileges and be subject to all the trusts and obligations set out in this deed, as if it had originally
              been appointed trustee, other than any liability for breach of trust by any former trustee.”


“15. TRUSTEE’S FEES
      15.1    In consideration for the services to be rendered by the trustee to the company in terms of this deed, the trustee
              shall be entitled to such fee as is agreed between the company and the trustee from time-to-time.
      15.2    In addition to the aforementioned fees, the company shall pay the trustee:
              15.2.1    a reasonable fee for arranging and attending meetings of debenture holders (unless requisitioned by or
                        otherwise called at the instance of the debenture holders);
              15.2.2    for undertaking exceptional work not normally undertaken by trustees; and
              15.2.3    all travelling and other expenses and disbursements of any nature which the trustee may reasonably
                        incur in carrying out its duties in terms hereof (notwithstanding the appointment of a liquidator or
                        any judgment which the trustee or one or more of the debenture holders may obtain).”

“6.   DISTRIBUTABLE EARNINGS
      6.1     Subject to clause 6.1.2, each debenture in issue on a record date shall confer on the holder thereof the right to
              receive interest in respect of the income period concerned on the basis set out herein (unless otherwise agreed
              between the company and the relevant debenture holder/s). Interest shall:




                                                                                                                                  243
            6.1.1    be paid by no later than 3 (three) months after the designated date in question or if the debentures are
                     listed on the JSE or on any other exchange, such shorter period prescribed in terms of the JSE Listings
                     Requirements or the regulations applicable to any other exchange on which the debentures are listed;
                     and
            6.1.2    be an aggregate amount equivalent to the distributable earnings for the income period concerned
                     divided by the average weighted number of debentures in issue on the last day of the period concerned.
                     For the purposes of the above, the distributable earnings (“DE”) for the income period concerned shall
                     be determined in accordance with the following formula:
                     DE =PBT – T – S
                     Where:
                     DE = the distributable earnings for the income period concerned;
                     PBT = the profits of the company before taxation and before distributions to linked unitholders
                                 determined in accordance with the applicable accounting standards and then adjusted to
                                 eliminate capital profits and capital losses and to reverse all non-cash items (other than
                                 accruals for short-term receivables and payables) brought to account in the determination
                                 of PBT, which non-cash items may include, for example:
                                 • the straight-lining of leases;
                                 • the revaluation of any property or other investments;
                                 • fair value adjustments to issued linked units, investments and derivatives;
                                 • the write-off, amortisation or impairment of any intangible asset including goodwill;
                     T      = any normal taxation (including deferred taxation) relating to the income period concerned,
                                 but excluding any normal taxation in respect of capital profits or losses, non-cash items
                                 eliminated from PBT for purposes of the above formula, and any PBT not distributed
                                 as DE;
                     S      = secondary tax on companies (“STC”) or the like.
                     In the event of the directors being in any doubt as regards the determination of the distributable
                     earnings for the income period in question, the directors shall refer the matter to an appropriate
                     independent advisor appointed by the board, acting as expert and not as arbitrator, whose decision
                     shall be final and binding, in the absence of manifest error, on the board. In the event of a dispute as
                     to the appropriateness of the advisor, the chairman of the board shall determine the advisor.
      6.2   The directors of the company shall for the purposes of calculation, be entitled in their discretion (subject to
            the Companies Act or any other applicable statute and, if the linked units, debentures and/or ordinary shares
            are listed on the JSE or any other exchange, the JSE Listings Requirements or the regulations applicable to the
            relevant exchange) to ignore or round off downward fractions of a cent in effecting payment of any interest on
            the debentures.
      6.3   If the company changes the date upon which its financial year ends, the company shall be and it is hereby
            authorised to change the dates by reference to which the record dates are determined and the dates from which
            interest is calculated, falls due, accrues and/or becomes payable, provided that:
            6.3.1    the rights of the debenture holders to interest on their debentures shall not be diminished or adversely
                     affected by such changes;
            6.3.2    the changes are approved by the trustee, which approval shall not unreasonably be withheld or delayed;
                     and
            6.3.3    the company shall forthwith notify debenture holders of the changes made by notice in terms of
                     clause 19 or, if the linked units, debentures and/or ordinary shares are listed on an exchange, on SENS
                     (if listed on the JSE) or on any other news service of the relevant exchange, and in such other manner
                     prescribed by the relevant exchange.
      6.4   Only debenture holders registered as such on a relevant record date shall be entitled to the payment of interest.
            In that regard, to the extent that the linked units, debentures and/or ordinary shares are listed on an exchange:
            6.4.1    the company shall, not less than 15 business days before any record date (or such shorter period as may
                     be permitted or prescribed by the JSE and/or the relevant exchange), publish a notice of such record
                     date on SENS and/or on any other news service of the relevant exchange and in at least one English
                     Johannesburg daily newspaper and such other publications as may be required by the JSE or the



244
                     relevant exchange on which the debentures are listed, provided that if the JSE or such other exchange
                     dispenses with any such notice requirement, the company shall also, with the consent of the trustee,
                     be entitled to dispense therewith; and
            6.4.2    provided that the prior written approval of the JSE (or the relevant exchange on which the debentures
                     are listed) has been obtained, the directors of the company may, in their sole discretion, close the
                     register for a period not exceeding 10 business days subsequent to each record date.
      6.5   Any interest not paid on the due date therefor, shall bear interest from such date up to the date of payment
            (excluding date of payment), calculated and compounded on a daily basis at the prime rate plus 2%.”


“3.   ISSUE OF DEBENTURES
      3.1   The directors of the company may by resolution and subject to clauses 3.1 to 3.4 (both inclusive), resolve to
            create and issue debentures to be governed by this deed and to be issued subject to the terms of this deed.
      3.2   Subject to compliance with the Listings Requirements of the JSE, the company may from time-to-time resolve
            to secure or subordinate such debentures, convert a class or classes of debentures or linked units to a different
            class of debentures or linked units or to divide a class of debentures or linked units into different classes of
            debentures or linked units as provided in this deed which different classes of debentures or linked units will be
            governed by this deed.
      3.3   Debentures may only be issued, subject to compliance with the Listings Requirements of the JSE, to the extent
            that the debentures are listed on the JSE or the regulations applicable to any other exchange on which the
            debentures are listed:
            3.3.1    by way of a rights issue to the debenture holders at the relevant time;
            3.3.2    as the consideration for any permitted acquisition;
            3.3.3    in order to raise cash to be used solely:
                     3.3.3.1    as the consideration for permitted acquisitions; and/or
                     3.3.3.2    for the development of any immovable property already held or to be acquired by the
                                company or any of its subsidiaries; and/or
                     3.3.3.3    to reinstate the cash holdings of the company or any of its subsidiaries; and/or
                     3.3.3.4    to replace and/or repay funding made available to the company and/or its subsidiaries by
                                third parties other than debenture holders; and/or
            3.3.4    in terms of an incentive scheme duly approved and adopted by the company.
      3.4   All issues of debentures in terms of this deed, unless otherwise authorised by a debenture special resolution of
            each class of debentures then in issue and a special resolution of each class of shareholders of the company, may
            only be issued indivisibly linked to an ordinary share, as a linked unit.”


“5.   SUBORDINATION
      5.1   The rights of debenture holders to repayment shall be subordinated to the claims of the unsubordinated creditors
            as provided for in this clause 5 below.
      5.2   If the debentures become repayable in accordance with clause 8.1.1, that repayment shall be made after the
            unsubordinated creditors have been paid, who shall be entitled to receive payment in full of their claims of
            whatever nature before the debenture holders receive any repayment. In order to ensure the fulfilment of the
            provisions of this clause 5.2:
            5.2.1    the trustee shall be the only person entitled to make and prove claims on behalf of debenture holders
                     and such claims shall be made and proved in the name of the trustee;
            5.2.2    any debenture holder claim made or proved by the trustee shall be subject to the condition that no
                     amount shall be paid in respect thereof if and to the extent that such payment would result in the
                     reduction of any amount due to the unsubordinated creditors; and
            5.2.3    if the liquidator is unable to or not prepared to accept claims proved subject to the provisions set out
                     in clause 5.2.2 then:



                                                                                                                        245
                     5.2.3.1    the trustee shall make or prove claims for the full amount due to the debenture holders; and
                     5.2.3.2    any amounts paid in respect of the debentures to the trustee pursuant to clause 5.2.3.1
                                together with the amounts payable to the unsubordinated creditors shall be held by the
                                trustee in trust:
                                5.2.3.2.1    for distribution, subject to clause 10.1.1, amongst the unsubordinated creditors
                                             in the winding up as if the claims in respect of the debentures had been
                                             subordinated as aforesaid (and the trustee may perform such fiduciary function
                                             by repaying to the liquidator the amount due to the unsubordinated creditors
                                             for distribution by the liquidator accordingly or in any other equitable manner,
                                             and the trustee shall not be bound to supervise such distribution); and
                                5.2.3.2.2    only the balance (if any) after the claims of the unsubordinated creditors shall
                                             have been satisfied, paid or provided for in full, shall be distributed by the
                                             trustee amongst the debenture holders.
      5.3   If the debentures become repayable in terms of clause 8.1.2, then:
            5.3.1    the company shall, within 10 business days after the date on which the trustee gives notice to the
                     company in terms of clause 9.3 (the “notice date”) compile from its records a list of unsubordinated
                     creditors as at the notice date (the “list”) showing the nature and amount of their claims;
            5.3.2    within 20 business days after the notice date, the company shall notify all persons on the list in writing
                     by ordinary mail that the debentures are to be repaid and that any objections thereto are to be received
                     by the trustee within a further period of 20 business days from the date on which such notification
                     is posted (the “further period”). The company shall be deemed to have notified all unsubordinated
                     creditors even though it fails to notify, inadvertently or otherwise, any particular unsubordinated
                     creditor or creditors. The trustee shall not be obliged to take account of any objections received after
                     the expiry of the further period;
            5.3.3    if an objection referred to in clause 5.3.2 is received, the company shall in its discretion, either:
                     5.3.3.1    settle the claim of the unsubordinated creditor concerned; or
                     5.3.3.2    secure the payment of the unsubordinated creditor’s claim in any manner reasonably
                                required by the unsubordinated creditor concerned;
            5.3.4    the auditors of the company shall report to the trustee in respect of compliance by the company with
                     the provisions of clauses 5.3.1 to 5.3.3. No payment in respect of the debentures shall be made in
                     terms hereof unless the auditor’s report indicates proper compliance with such provisions,
            whereafter repayment shall be made to debenture holders.
      5.4   Nothing contained in clause 5.3 shall preclude the trustee from making application to wind up the company, in
            which event the provisions of clause 5.2 shall apply.
      5.5   Each debenture holder hereby authorises and directs the trustee on his behalf to take such action as may be
            necessary or appropriate to effect the subordination provided for in this clause 5 and appoints the trustee as his
            agent for such purpose.
      5.6   If this deed is amended in any manner that affects the vested rights of unsubordinated creditors (and for
            this purpose any amendment to this clause 5 and clauses 8.1 to 8.3 and 9 shall be deemed to affect those
            vested rights):
            5.6.1    the terms of this deed prior to such amendment having been effected shall nevertheless continue
                     in force in respect of any amounts owing to unsubordinated creditors on the date on which the
                     amendment becomes effective; and
            5.6.2    this deed, as amended, shall apply to unsubordinated creditors in respect of the amounts owing to
                     them which arose after the date upon which the amendment became effective.
      5.7   This clause 5 shall constitute a contract for the benefit of the unsubordinated creditors and shall be capable of
            acceptance by any or all of them.”




246
“8.   Repayment, redemption and purchase of debentures
      8.1   The debentures shall become repayable:
            8.1.1    forthwith, subject to clauses 5 and 9.2.1, if a final order of a competent court is made or an effective
                     resolution is passed for the winding up of the company; or
            8.1.2    if the provisions of clause 9 come into effect.
      8.2   Upon the debentures becoming repayable in terms of clause 8.1.2 above, each debenture holder shall be entitled
            to receive:
            8.2.1    the nominal value of the debentures held by the holder; plus
            8.2.2    any interest determined in accordance with clause 6 accrued and unpaid on the debentures held by such
                     holder, whether due and payable or not, calculated for the period commencing on the day immediately
                     following the last day of the last income period and ending on the day immediately preceding the date
                     of repayment of the debentures (both days inclusive) together with, if applicable, any interest payable
                     in terms of clause 6.5.
      8.3   Subject to clause 9.4 below, the debentures shall be redeemable as follows:
            8.3.1    all of the debentures shall be redeemable at the instance of the debenture holders, notwithstanding the
                     date on which any of the debentures are issued, by debenture special resolution passed on or within
                     90 days after:
                     8.3.1.1    election date; or
                     8.3.1.2    the 10th anniversary of the election date; or
                     8.3.1.3    every 10th anniversary of the election date thereafter,
                     which approval shall (provided that the linked units, debentures and/or ordinary shares are listed on
                     any exchange) be granted in accordance with the relevant provisions of the regulations applicable to
                     the relevant exchange applicable to a specific repurchase of debentures;
            8.3.2    upon the passing of the debenture special resolution referred to in clause 8.3.1, the debentures shall
                     be redeemed by the company at their nominal value on the last Friday (or if that day is not a business
                     day, the immediately preceding business day) in August of the 5th year after the year in which the
                     debenture special resolution is passed. Any redemption so made by the company shall have the effect
                     of cancelling the debentures redeemed, which shall be deemed to have been repaid in full by the
                     company. Such debentures may not be re allotted or re issued;
            8.3.3    the procedure to be followed by the company in regard to the redemption shall be determined by
                     the company at the appropriate time and be approved by both the trustee, whose approval shall not
                     unreasonably be withheld or delayed, and the any exchange on which the debentures are listed; and
            8.3.4    not less than 6 weeks’ notice of redemption shall be given to all debenture holders prior to any
                     redemption being effected.
      8.4   For as long as the debentures are listed on any exchange, any redemptions of debentures shall be effected in
            accordance with the timetable determined in terms of the regulations applicable to the relevant exchange.
      8.5   The company or its nominee shall have the right at any time (subject to compliance with the Listings
            Requirements of the JSE and the Companies Act) to purchase debentures. Purchases shall not be made by the
            company or its nominee at a price that is higher than the market price. Any purchase so made by the company
            shall have the effect of cancelling the debentures purchased, which shall be deemed to have been repaid in full
            by the company. Such debentures may not be re-allotted or re-issued. The company shall advise the trustee of
            the details of any such purchase.”


“9.   Summary repayment of debentures
      9.1   Subject to clause 9.3, the debentures, together with interest thereon and any other monies repayable in terms of
            this deed, shall become repayable immediately on the happening of any of the following events:
            9.1.1    the company fails to pay any monies due by it in terms of this deed on the due date thereof and
                     thereafter persists in such failure for a further 21 business days after receipt by it of a written notice
                     from the trustee, given in the manner prescribed in clause 19, demanding that such payment be made;



                                                                                                                          247
            9.1.2    the company commits:
                     9.1.2.1    a material breach of any material obligation under this deed, which cannot be remedied; or
                     9.1.2.2    a breach of any obligation under this deed, which cannot be remedied, and fails, within
                                21 business days after receipt by it of a written notice from the trustee, given in the manner
                                prescribed in clause 19.6, requiring it to do so, to initiate and thereafter to pursue reasonable
                                steps designed to prevent its recurrence; or
                     9.1.2.3    any breach of any obligation under this deed, which can be remedied, and fails within
                                21 business days or such longer period as may reasonably be required in the circumstances,
                                after receipt by it of a written notice from the trustee, given in the manner prescribed in
                                clause 19, requiring the breach to be remedied, to remedy the breach;
            9.1.3    the company:
                     9.1.3.1    disposes of or attempts to dispose of the whole or substantially the whole of its undertaking
                                or the whole or the greater part of its assets; or
                     9.1.3.2    offers or agrees to enter into any general composition or compromise or arrangement with
                                all its creditors; or
                     9.1.3.3    defaults or threatens to default in the payment of its liabilities generally; or
                     9.1.3.4    makes any alteration to the provisions of its memorandum or articles of association,
                     provided that the above clauses shall not apply if the event in question:
                     9.1.3.5    in the reasonable opinion of the trustee, does not adversely affect the interests of the
                                debenture holders; or
                     9.1.3.6    is sanctioned by a debenture special resolution;
            9.1.4    an order is made placing the company under final judicial management; or
            9.1.5    any material assets of the company are attached under a writ of execution issued out of any court
                     of competent jurisdiction in the Republic of South Africa as a result of a final judgment against the
                     company and the writ is not satisfied or set aside within 21 business days after the attachment has
                     come to the notice of the board of directors of the company; or
            9.1.6    the company ceases to carry on its business; or
            9.1.7    the company defaults in the discharge of any liability which is material in relation to the business of
                     the company and concerning which no bona fide dispute between the company and the creditor in
                     question exists.
      9.2   For the purposes of clauses 8.1 and 9.1:
            9.2.1    an order of court shall not be deemed to be final unless, being appealable, the period for noting
                     such appeal has lapsed without an appeal being noted or having been noted, the appeal is dismissed,
                     abandoned or not proceeded with within the period prescribed by the Rules of Court as extended, if
                     at all, by the Court; and
            9.2.2    any attachment referred to in clause 9.1.5 shall be deemed to have come to the notice of the board
                     of directors of the company, within 21 business days of being made, unless the contrary shall be
                     shown. The period of 21 business days referred to in clause 9.1.5 shall be extended, pending any
                     proceedings begun to set aside that writ or remove the attachment, until 21 business days after a final
                     and unappealable judgment refusing that setting aside or removal. The term “writ of execution” in
                     clause 9.1.5 does not include a writ of attachment “ad fundandam jurisdictionem” or “ad confirmandam
                     jurisdictionem”.
      9.3   Upon the happening of any of the events referred to in clause 9.1, the trustee may, in its discretion, require the
            debentures together with interest accrued thereon, to be repaid in accordance with the provisions of clause 8.1
            immediately upon the fulfilment of the conditions contained in clause 5.3, and may, in addition, enforce the
            powers contained in this deed by giving written notice to the company, in the manner prescribed in clause 19,
            to that effect and the trustee shall be bound to give such notice if required to do so by a debenture special
            resolution. The trustee shall further be entitled to take legal action to enforce the provisions hereof.




248
    9.4    The trustee shall be entitled, before carrying out the directions of debenture holders, to require that the debenture
           holders furnish it with sufficient monies to enable it to meet the expense of giving effect to such directions.
    9.5    Notwithstanding any provisions of this deed to the contrary and without limiting the provisions of clause 9.3,
           the trustee shall have a discretion not to act in terms of clause 9.3 if, on receipt by the company of the notice
           referred to in clause 9.3, the default or breach complained of is remedied in such manner that, in the trustee’s
           sole and absolute opinion, the debenture holders will not be prejudiced by non enforcement of the trustee’s
           rights in terms of clause 9.3.
    9.6    The trustee shall not be required to take any steps to ascertain whether any event, upon the happening of which
           the debenture is liable to become repayable, shall have occurred and unless and until the trustee shall have
           knowledge or shall have been served with express written notice of such happening in the manner prescribed in
           clause 19, the trustee shall be entitled to assume that no such event has taken place.
    9.7    Subject to the provisions of section 123 of the Companies Act, the trustee shall not be responsible for any loss
           to any other person resulting from the exercise or non exercise of the powers, authorities or discretions vested in
           the trustee in terms of this deed.
    9.8    A debenture holder shall not be entitled to enforce his rights under this deed, but all rights of enforcement shall
           vest in the trustee in accordance with the provisions of this deed.”


“14. OBLIGATIONS OF AND RESTRICTIONS ON THE COMPANY
    The company hereby undertakes in favour of the trustee that it shall:
    14.1   properly keep the books of account of its business transactions and operations;
    14.2   forward to the trustee copies of the annual financial statements of the company (including group financial
           statements, if any) and the interim reports of the company;
    14.3   execute and attend to all deeds, documents and things which the trustee may reasonably require to enable the
           trustee to carry out the trusts, powers and provisions contained in this deed;
    14.4   provide the trustee with such information or extracts, certified by the company’s auditors if so required by the
           trustee, from the books, records and documents of the company as may reasonably be required by the trustee to
           carry out its duties, and any such certificate or extract shall be conclusive evidence of the information contained
           therein;
    14.5   provided written notice to furnish same is received from the trustee by the company within 5 business days after
           the payment of any interest, furnish the trustee within 21 business days thereafter with a certificate signed by the
           secretary or a director of the company stating whether or not all interest payments due on the debentures have
           been duly made. The trustee shall be entitled to accept the contents of such certificate as being correct without
           being obliged to verify same;
    14.6   conduct its affairs in a proper and businesslike manner and shall not, without the prior sanction of a debenture
           special resolution:
           14.6.1    modify, alter or vary any of the rights or restrictions attaching to the linked units and the authorised
                     share capital of the company, if any;
           14.6.2    reduce, repay or distribute any part of the share capital, share premium or the reserves of the company;
           14.6.3    amend its articles of association if such amendment would result in an increase in the borrowing
                     powers of the company;
           14.6.4    alienate the business of the company or the whole or the greater part of the assets of the company; or
           14.6.5    delink the ordinary shares and debentures; and
    14.7   notify the trustee immediately, in writing, if any breach of any provision of this deed takes place.”


“22. FURTHER RIGHTS OF DEBENTURE HOLDERS
    22.1   If at any time after the date of signature of this deed, the company:
           22.1.1    consolidates or sub divides its ordinary shares into ordinary shares having a nominal value of more or
                     less than 0,1 cent; or



                                                                                                                           249
             22.1.2   converts its ordinary shares into shares of no par value; or
             22.1.3   undertakes a capitalisation issue of ordinary shares to its ordinary shareholders,
             the rights of debenture holders to interest on their debentures in terms of clause 6 and to the amount repayable on
             the debentures in accordance with clause 8 shall, if ap