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Pinsent Masons advises on €1.2BN Redefine Properties transaction

International law firm Pinsent Masons has advised longstanding client Redefine Properties on a €1.2bn real estate acquisition.

The deal will see Redefine Properties Limited acquire a 75% stake in a Dutch property vehicle Echo Prime Properties B.V., which indirectly owns a significant portfolio of prime real estate assets in Poland, including the Galeria Echo in Kielce.  The transaction remains subject to relevant European and Polish anti-trust approvals.

Pinsent Masons has advised Redefine International PLC, in which Redefine Properties Limited holds a significant stake, on a range of matters over recent years including its joint listing on the London and Johannesburg Stock Exchanges in 2013, the acquisition of the assets of the Aegon UK Property fund for £437.2m in 2015, and the acquisition of 56 retail properties in Germany in 2015 for a multimillion euro consideration.

The deal is one of the largest real estate transactions undertaken recently in Europe. It is the largest ever real estate investment transaction in Poland and also the largest ever single transaction of income generating real estate assets in Central Eastern Europe.

Significantly, it is single largest offshore property deal by a South African property company.  Apart from significantly broadening and strengthening Redefines offshore portfolio during a time of significant local currency volatility, the transaction will help Redefine create the leading commercial real estate platform in Poland and attain critical mass through the acquisition of a high-quality retail based portfolio.  Redefine will acquire 75% of the total issued capital of EPP but would reduce this share to 50% by way of an immediate on-sell to a consortium of selected co-investors.

The Pinsent Masons team was led by Redefine client partner William Oliver and Head of Corporate Real Estate Robert Moir, with assistance from Costa Smith, Robyn Stevens, Harriet Bowers and Jeremy Webster on tax aspects.

Robert Moir says:

"This is a significant transaction which is truly international in nature given its connections with South Africa, the UK, Poland and the Netherlands.  It highlights continued investor appetite towards markets like Eastern Europe where there is believed to be greater value achievable relative to more mature markets.  Redefine is a highly valued client and we are delighted to have been able to play a further part in its continued growth."

Peter Hesseling of Cliffe Dekker Hofmeyr led the South African legal team advising Redefine on the transaction.  Polish law advice was provided by Rafal Zieba, Senior Managing Partner, Kamil Osinski, Head of Real Estate, Adam Piwakowski, Head of International and Szymon Galkowski, Head of Financial Services at Kochański Zięba and Partners, Warsaw.  Netherlands advice was provided by Casper Haket's team at Boekel, Amsterdam.   Echo Investment was advised by Weil Gotshal.

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