RDI.L Regulatory News (RDI)

REDEFINE INTERNATIONAL P.L.C.

("Redefine International" or the "Company")

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

NOTICE TO REDEFINE INTERNATIONAL SHAREHOLDERS

IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND

OR A SCRIP DIVIDEND

CASH DIVIDEND OR SCRIP DIVIDEND

Shareholders were advised today, Tuesday, 26 April 2016 that the board of directors of the Company (the "board") had approved an interim dividend of 1.625 pence per share in respect of the six months ended 29 February 2016 and that the board intends offering shareholders a cash dividend or the election to receive a scrip dividend by way of an issue of new Redefine International shares (of the same class as existing shares) credited as fully paid up ("scrip dividend").

A circular to Redefine International shareholders in respect of the election being offered to Redefine International shareholders to receive either the cash dividend or the scrip dividend, together with an election form, has been posted to shareholders on Tuesday, 26 April 2016 (the "circular").

Redefine International confirms that, in accordance with LR 9.6.2 R of the Listing Rules of the UKLA, a copy of the circular was submitted to the UK's National Storage Mechanism on 26 April 2016. The circular is available for inspection at: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company's website, www.redefineinternational.com.

Terms defined in the circular shall bear the same meaning in this announcement.

A cash dividend will be paid to shareholders unless they elect to receive the scrip dividend. Please note that shareholders recorded on the UK share register who had previously elected to receive a scrip dividend will, unless they take steps to revoke their mandate, be deemed to have elected to receive the scrip dividend.

Should a shareholder elect to receive the scrip dividend, such shareholder will become entitled to a number of new Redefine International shares, the value of which will be at a premium to the cash dividend such shareholder would have otherwise received, derived from a scrip dividend reference price discounted by 2%. A shareholder's entitlement to new Redefine International shares will be calculated by multiplying the number of shares held by that shareholder at the record date by the dividend per share of 1.625 pence and dividing it by the scrip dividend reference price, being a 2% discount to the average closing price of Redefine International shares traded on the LSE over a period of five days (less the amount of the cash dividend). Where UK withholding tax has to be accounted for, the calculation will be by reference to the net amount of the cash dividend per share, accounting for the current applicable withholding tax rate.

For Redefine International shares on the South African share register, the scrip dividend reference price will be converted to Rand at a specified conversion rate.

Redefine International reserves the right to reduce the number of new Redefine International shares issued to an electing shareholder in respect of the scrip dividend if the issue of such shareholder's full allocation of new Redefine International shares would result in that shareholder (individually or together with any associates or shareholders deemed to be acting in concert with such shareholder) having an interest in Redefine International shares that would ordinarily require the shareholder (or group of shareholders) to make a mandatory cash offer for Redefine International pursuant to Rule 9 of the UK City Code on Takeovers and Mergers. In such circumstances, the shareholder will receive the balance of their entitlement as a cash dividend on the basis of 1.625 pence per share.

The Company will on Friday, 6 May 2016 announce:

- whether the dividend will be paid as a property income distribution (PID), an ordinary dividend (non-PID) or a mixture of the two;

- the scrip reference price; and

- the Pound Sterling to Rand conversion rate.

The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Redefine International and to retain flexibility with regard to the Company's cash resources.

The cash dividend will be paid out of the Company's distributable profits.

As at the date of this announcement, the Company had 1 766 155 123 ordinary shares of 8 pence each in issue.

SALIENT DATES AND TIMES

For shareholders on the UK share register

Notes:

1. All dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject to change. Any changes will be released on RNS.

2. Redefine International shareholders are referred to page 7 of this circular for information on the action required to be taken by them.

3. Shares may not be dematerialised or rematerialised, nor may transfers of shares between sub-registers in the United Kingdom and South Africa take place between Monday, 16 May 2016 and Friday, 20 May 2016, both days inclusive.

For shareholders on the South African share register

Notes:

1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS.

2. Redefine International shareholders are referred to page 7 of this circular for information on the action required to be taken by them.

3. Shareholders should note that new Redefine International shares should not be traded until the new Redefine International shares are issued or reflect in their accounts with their CSDP or broker on Monday, 6 June 2016.

4. Share certificates may not be dematerialised or rematerialised nor may transfers of shares between sub-registers in the United Kingdom and South Africa take place between Monday, 16 May 2016 and Friday, 20 May 2016, both days inclusive.

5. Shareholders on the South African share register will receive a cash dividend in South African Rand, based on the conversion rate. An announcement in this respect will be made on or before Friday, 6 May 2016.

DIVIDENDS TAX IMPLICATIONS

Shareholders on the South African register

Cash PIDs

A 20 per cent UK withholding tax will be deducted from cash PIDs. On application by a shareholder on the SA share register, a 5 per cent rebate is claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent.

South African dividends tax, at the rate of 15%, will apply to cash PIDs payable by the Company unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if it is a South African resident company); however should be reduced to nil as a result of at least 15 per cent UK withholding tax already having been borne.

Cash non-PIDs

South African dividends tax at the rate of 15 per cent will apply to cash non-PIDs paid by the Company, unless the beneficial owner of the dividend is exempt from dividends tax (e.g. if the beneficial owner is a South African company or a non-South African resident). Since no withholding tax is suffered in the UK on cash non-PIDs, no rebate can be claimed. The relevant regulated intermediary (being the SA transfer secretaries or other CSDP or institution, as applicable) will therefore be required to deduct 15 per cent tax on all cash non-PID's paid to persons who are not exempt from dividends tax in South Africa, and pay this to the South African Revenue Service on the beneficial owner's behalf.

New Redefine International shares issued pursuant to the scrip dividend

As new Redefine International shares issued pursuant to the scrip dividend should not constitute dividends or foreign dividends, dividends tax does not apply to that part of any dividend satisfied by the issue of new Redefine International shares where such new Redefine International shares are provided in lieu of the dividend. However, the legislation in this regard is complex and its implementation is currently uncertain and shareholders should accordingly seek independent professional tax advice.

UK taxation

The receipt of the cash dividend or election to receive the scrip dividend may have tax implications for shareholders who are resident in the United Kingdom or other countries and such shareholders are advised to obtain appropriate advice from their professional advisors in this regard.

For further information:

Notes to editors:

Redefine International is an opportunistic, income focused FTSE 250 UK Real Estate Investment Trust (UK-REIT) committed to delivering superior distributions to its shareholders throughout the property cycle. Our income driven total returns are underpinned by a diversified portfolio, together with an efficient capital structure.

The property portfolio, independently valued at £1.5 billion, is focused in Europe's two strongest economies, being the United Kingdom and Germany. The portfolio is weighted towards well-located properties across retail, commercial and hotel sectors, which benefit from strong demand and from which we believe we can capture income and value growth by attracting high calibre occupiers on long leases.

We hold a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange and are included within the FTSE 250 and EPRA indices.

For more information on Redefine International, please refer to the Company's website www.redefineinternational.com.