Scheme of arrangement becomes effective
RDI REIT P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
("RDI" or the "Company")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
On 26 February 2021, the independent directors RDI REIT P.L.C. ("RDI REIT") and the board of SOF-
12 Cambridge BidCo Limited ("Bidco") announced that they had agreed the terms of a recommended
cash offer to be made by Bidco for the entire issued and to be issued share capital of RDI REIT, other
than RDI REIT Shares already owned or controlled by Starwood Funds or their affiliates (the
"Acquisition") to be implemented by way of a court sanctioned scheme of arrangement under Chapter
2 of Part X of the IOM Act (the "Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was published on 25 March 2021.
On 28 April 2021, RDI REIT announced that the High Court of Justice in the Isle of Man had sanctioned
the Scheme at the Court Hearing held earlier on the same date.
RDI REIT and Bidco are pleased to announce that following the delivery of a certified copy of the Court
Order (together with a copy of the Scheme and all documents required to be annexed thereto) to, and
the registration of such documents on the file of RDI REIT by, the Companies Registry, the Scheme
has now become Effective in accordance with its terms and the entire issued and to be issued share
capital of RDI REIT is owned or controlled by Starwood Funds (or their affiliates).
Scheme Shareholders on the register of members of RDI REIT at the Scheme Record Time, being 6.00
p.m. on 30 April 2020, will be entitled to receive 121.35 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is entitled pursuant to the Scheme
will be settled in the case of Scheme Shareholders registered:
1. on the IoM Register, in pounds sterling by the despatch of cheques drawn on a UK clearing
bank or crediting through CREST accounts (for Scheme Shareholders on the IoM Register
holding Scheme Shares in certificated form and in uncertificated form, respectively);
2. on the South African Register, in South African Rand (converted into Rand at the GBP/Rand
Exchange Rate) by the transfer of funds to a South African bank account (in cases where such
banking details have been confirmed) or through the Strate System by way of an assured
payment obligation (for Scheme Shareholders on the South African Register holding Scheme
Shares in certificated form or dematerialised form, respectively),
as soon as practicable and in any event within 14 days of this announcement, being 18 May 2021.
Suspension and cancellation of listing and trading of RDI REIT Shares and re-listing of RDI
Dealings in RDI REIT Shares on the JSE were suspended with effect from 9.00 a.m. (South African
standard time) on 3 May 2021. The listing of RDI REIT Shares on the premium listing segment of the
Official List of the Financial Conduct Authority and the admission to trading of RDI REIT Shares on
the London Stock Exchange's main market for listed securities were suspended with effect from 7.30
a.m. (London time) on 4 May 2021.
An application has been made to The International Stock Exchange Authority Limited for the listing of
all RDI REIT Shares to be admitted to trading on The International Stock Exchange in Guernsey and
such listing is expected to take effect at 8.00 a.m. (London time) on 5 May 2021.
Applications have been made for the delisting of RDI REIT Shares from the premium listing segment
of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading
of RDI REIT Shares on the London Stock Exchange's main market which are expected to take effect
at 8.00 a.m. (London time) on 6 May 2021.
Application has also been made to the Main Board of the JSE for the cancellation of the listing and
trading of RDI REIT Shares on the JSE which is expected to take effect on 7 May 2021.
As the Scheme has now become Effective, RDI REIT announces that, as of today's date, Gavin Tipper,
Sue Ford and Elizabeth Peace have resigned as directors of RDI REIT and Thomas Tolley and Krysto
Nikolic have been appointed to the board of directors of RDI REIT.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in
the Scheme Document.
4 May 2021
RDI REIT Tel: +44 (0) 207 811 0100
J.P. Morgan Cazenove (Lead Financial Adviser and Joint Corporate Tel: +44 (0) 207 742 4000
Broker to RDI REIT)
Peel Hunt (Joint Financial Adviser and Joint Corporate Broker to RDI Tel: +44 (0) 20 7418 8900
Java Capital Proprietary Limited (JSE Sponsor and Corporate Adviser Tel: +27 11 722 3075
to RDI REIT)
Jean Tyndale- Biscoe
FTI Consulting (PR adviser to RDI REIT) Tel: +44 (0) 20 3727 1000
Instinctif Partners (South Africa PR adviser to RDI REIT) Tel: +27 (0) 11 447 3030
Bidco / Starwood
Neil Bennett of Maitland/AMO (PR Adviser to Bidco and Starwood) Tel: +44 (0)7900 000 777
Rhys Jones of Maitland/AMO (PR Adviser to Bidco and Starwood) Tel: +44 (0)7881 996 460
Eastdil Secured (Financial Adviser to Bidco and Starwood) Tel: +44 (0)20 7074 4950
Max von Hurter
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated
by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for RDI REIT
and no one else in connection with the matters set out in this announcement and will not regard any
other person as its client in relation to the Acquisition and will not be responsible to anyone other than
RDI REIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates,
nor for providing advice in connection with the Acquisition or any matter referred to herein.
Peel Hunt LLP ('Peel Hunt'), which is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for RDI REIT and for no one else in
connection with the matters referred to in this announcement and will not be responsible to anyone other
than RDI REIT for providing the protections afforded to clients of Peel Hunt or for providing advice in
connection with the Acquisition or any matter referred to herein.
Java Capital Proprietary Limited and Java Capital Trustees and Sponsors Proprietary Limited ("Java
Capital"), which are authorised and regulated in South Africa by the JSE, are acting as JSE sponsor and
corporate advisor exclusively for RDI REIT and for no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other than RDI REIT for providing the
protections afforded to clients of Java Capital or for providing advice in connection with the Acquisition
or any matter referred to herein.
Eastdil Secured International Limited ("Eastdil Secured"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser for Bidco
and Starwood and no one else in connection with the Acquisition and other matters set out in this
announcement and will not be responsible to anyone other than Bidco and Starwood for providing the
protections afforded to clients of Eastdil Secured, or for providing advice in connection with the
Acquisition, the content of this announcement or any matter referred to herein. Neither Eastdil Secured
nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Eastdil Secured in connection with the Acquisition, this
announcement, any statement or other matter or arrangement referred to herein or otherwise.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement (including information incorporated by reference in this announcement), oral
statements made regarding the Acquisition, and other information published by Bidco and RDI REIT
contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are statements of future expectations which are prospective in nature and are not based on
historical facts, but rather on current expectations, projections and assumptions of the management of
Bidco and RDI REIT about future events, and are therefore subject to risks and uncertainties which
could cause actual results, performance or events to differ materially from those expressed or implied
in these statements.
The forward-looking statements contained in this announcement include statements relating to the
expected effects of the Acquisition on Bidco and RDI REIT (including their future prospects,
developments and strategies), the expected timing and scope of the Acquisition and other statements
other than historical facts. All statements other than statements of historical fact are, or may be deemed
to be, forward-looking statements. Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such words and phrases and
statements that certain actions, events or results "may", "could", "should", "would", "might" or "will"
be taken, occur or be achieved.
All forward-looking statements contained in this announcement are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section. Although Bidco and RDI REIT
believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and
RDI REIT (and their respective associates, directors, officers and advisers) can give no representation,
assurance or guarantee that such expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed
terms and schedule; future market conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated benefits from the proposed transaction not
being realised as a result of changes in general economic and market conditions in the countries in
which Bidco and RDI REIT operate, weak, volatile or illiquid capital and/or credit markets, changes in
tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and
business areas in which Bidco and RDI REIT operate, the impact of COVID-19 and changes in laws or
in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors. Neither Bidco nor RDI REIT, nor
any of their respective associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to place any reliance on
these forward-looking statements.
Specifically, statements of estimated cost savings and synergies, if any, relate to future actions and
circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any
cost savings and synergies referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those estimated.
Each forward-looking statement speaks only as of the date of this announcement. Other than in
accordance with their legal or regulatory obligations, neither Bidco nor RDI REIT is under any
obligation, and Bidco and RDI REIT expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement should be interpreted to mean that
earnings or earnings per share for RDI REIT for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for RDI REIT.
DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any
class of relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure following the commencement of the
Offer Period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th Business Day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or
more of any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned
and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was first identified. You
should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Addresses, electronic addresses and certain other information provided by RDI REIT Shareholders,
persons with information rights and other relevant persons for the receipt of communications from RDI
REIT will be provided to Bidco and Starwood Funds during the Offer Period as required under Section
4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
This announcement will be available free of charge by no later than 12:00 p.m. (London time) on the
Business Day following the date of publication of this announcement, subject to any applicable
restrictions relating to persons resident in Restricted Jurisdictions, on the following websites:
Save where expressly stated in this announcement, neither the contents of Bidco's website, nor those
of RDI REIT's website, nor those of any other website accessible from hyperlinks on either Bidco’s or
RDI REIT's website are incorporated into or form part of this announcement.
You may request a hard copy of this announcement by contacting RDI REIT's Company Secretary
during business hours on +44 (0)207 811 0100 or by submitting a request in writing to
email@example.com. For persons that receive a copy of this announcement and any such information
incorporated by reference in it electronically, it is important that you note that unless you make such a
request, a hard copy of this announcement and any such information incorporated by reference in it will
not be sent to you. You may also request that all future documents, announcements and information be
sent to you in relation to the Acquisition should be in hard copy form.
Date: 04-05-2021 11:30:00
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