23 Apr 2019 16:25
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT TO WHICH RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") APPLIES
FOR IMMEDIATE RELEASE
23 April 2019
Announcement regarding RDI REIT P.L.C. ("RDI")
Further to the announcement made by RDI on 27 March 2019 in relation to a possible offer for the entire issued and to be issued ordinary share capital of RDI by Cromwell Property Group or its affiliated entities ("Cromwell"), Cromwell confirms that, following a period of diligence it submitted a conditional proposal subject to a short extension under Rule 2.6 (c) of the Code and RDI Board approval. The RDI Board considered the proposal to undervalue RDI and its prospects and, as a result, the RDI Board has taken the decision not to support a further period of due diligence. Accordingly, Cromwell confirms that, pursuant to Rule 2.8 of the Code, it does not intend to make an offer for RDI.
Cromwell remains focused on its 'Invest To Manage' strategy and will continue to leverage its ability to originate value enhancing opportunities across its businesses in Australia, Singapore and Europe. Cromwell has identified several accretive value-add developments across the existing Australian balance sheet portfolio and is actively pursuing other opportunities across its funds platform in Australia and Europe.
This is an announcement to which Rule 2.8 of the Code applies. As a result of this announcement, Cromwell will, except with the consent of the UK Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions contained in Rule 2.8 of the Code.
Under Note 2 on Rule 2.8 of the Code, Cromwell, and any person acting in concert with Cromwell, reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:
(i) with the agreement of the board of directors of RDI;
(ii) following the announcement of a firm intention to make an offer for RDI by or on behalf of a third party;
(iii) following the announcement by RDI of a "whitewash" proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or
(iv) where the Panel has determined that there has been a material change of circumstances.
Cromwell, and any person acting in concert with Cromwell, reserves the right to acquire RDI shares, subject to, and in accordance with, the restrictions above, the Code and other applicable regulations.
Enquiries
Tavistock (UK PR adviser)
Jeremy Carey / James Verstringhe Tel: +44 20 7920 3150
Honner (Australia PR adviser)
Paul Cheal / Jessica Effeney Tel: +61 (0) 427 755 296 / +61 (0) 400 998 373
Further information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Cromwell's website at www.cromwellpropertygroup.com by no later than noon (London time) on the business day following this announcement. The content of this website is not incorporated into, and does not form part of, this announcement.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.