RDI.L Regulatory News (RDI)

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

 16 April 2021

RECOMMENDED CASH ACQUISITION

of

RDI REIT P.L.C.

by

SOF-12 CAMBRIDGE BIDCO LIMITED

(a newly formed company owned by Starwood Funds)

to be implemented by means of a Scheme of Arrangement

under Part X of the Isle of Man Companies Act 2006

Results of Court Meeting and Extraordinary General Meeting

RDI REIT P.L.C. ("RDI REIT") is pleased to announce the results of the Court Meeting and the Extraordinary General Meeting held earlier today in connection with the recommended cash offer made by SOF-12 Cambridge BidCo Limited ("Bidco"), as announced on 26 February 2021, to acquire 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 effected by means of a court sanctioned scheme of arrangement under Chapter 2 of Part X of the IoM Act (the "Scheme").

At the Court Meeting, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve the Scheme.

At the Extraordinary General Meeting, the requisite majority of RDI REIT Shareholders voted to pass the Special Resolution to approve and implement the Scheme, including the amendment of the RDI REIT articles of association.

Details of the resolutions passed are set out in the notices of the Court Meeting and Extraordinary General Meeting contained in the scheme document published on 25 March 2021, in relation to the Acquisition (the "Scheme Document").

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on 16 April 2021. Each Scheme Shareholder present in person or by proxy (including, in each case, remotely via the Virtual Meeting Platform) was entitled to one vote per Scheme Share held at the Voting Record Time.

(1) Rounded to 2 decimal places

(2) The total number of Scheme Shares in issue at the Voting Record Time was 267,992,333 (which excludes 112,597,728 RDI REIT Shares held by Starwood XI Management, L.P.). Consequently, the total number of voting rights in RDI REIT at the Voting Record Time for the Court Meeting was 267,992,333.

Voting results of the Extraordinary General Meeting

The table below sets out the results of the poll at the Extraordinary General Meeting held on 16 April 2021. Each RDI REIT Shareholder, present in person or by proxy (including, in each case, remotely via the Virtual Meeting Platform), was entitled to one vote per RDI REIT Share held at the Voting Record Time.

(1) Rounded to two decimal places.

(2) The total number of RDI REIT Shares in issue at the Voting Record Time was 380,590,061. RDI REIT does not hold any shares in treasury. The total number of voting rights in RDI REIT at the Voting Record Time was 380,590,061.

(3) Includes discretionary votes.

(4) A vote withheld is not a vote counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.

A copy of the Special Resolution passed at the Extraordinary General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Effective Date and Timetable

The Scheme remains subject to the sanction by the Court at the Court Hearing (expected to take place on 28 April 2021), 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 (if any)) to, and the registration of such documents on the file of RDI REIT by, the Companies Registry and the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Scheme Document. Subject to the Scheme receiving the sanction of the Court, 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 (if any)) to, and the registration of such documents on the file of RDI REIT by, the Companies Registry and the satisfaction or (where applicable) the waiver of the remaining Conditions, the Scheme is expected to become effective on or around 4 May 2021.

The expected timetable of principal events for the implementation of the Scheme is set out below. The dates and times given are indicative only and are based on RDI REIT's current expectations and may be subject to change. If any of the expected times and/or dates change, the revised times and/or dates will be notified to RDI REIT Shareholders by announcement through a Regulatory Information Service and SENS.

All times shown in this announcement are London times, unless otherwise stated.

Notes

(1) This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be extended to such later date as may be agreed between Bidco and RDI REIT (and, if required, subject to the Takeover Panel's consent and approval by the Court).

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Enquiries:

Financial Advisers

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.

IMPORTANT NOTICE

This announcement is for information purposes only and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

No person has been authorised to make any representations on behalf of RDI REIT or Bidco concerning the Acquisition which are inconsistent with the statements contained in this announcement and any such representations, if made, may not be relied upon as having been so authorised.

The Acquisition shall be made solely by means of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition. The summary of the principal provisions of the Scheme contained in this announcement is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part 3 of the Scheme Document and further explained in Part 2. Each RDI REIT Shareholder is advised to read and consider carefully the text of the Scheme itself. The Scheme Document, and in particular the letter from the Chairman of RDI REIT and the Explanatory Statement, has been prepared solely to assist Scheme Shareholders in respect of voting on the resolution to approve the Scheme proposed at the Court Meeting and to assist RDI REIT Shareholders in respect of voting on the Special Resolution proposed at the Extraordinary General Meeting.

RDI REIT Shareholders should not construe the contents of this announcement as legal, tax or financial advice and should consult with their own advisers as to the matters described in this announcement.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and neither the service of this announcement nor the holding of the Meetings shall give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, the Bidco Group, RDI REIT or the RDI REIT Group except where otherwise stated.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom, the Isle of Man or South Africa may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom, the Isle of Man or South Africa into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Overseas Shareholders

This announcement and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English and Isle of Man law, the Takeover Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and the Isle of Man. Nothing in this announcement or the accompanying documents should be relied on for any other purpose.

The availability of the Acquisition to RDI REIT Shareholders who are not resident in and citizens of the United Kingdom, the Isle of Man or South Africa may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom, the Isle of Man or South Africa should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (including without limitation by electronic means) in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in RDI REIT

The Acquisition relates to the shares in an Isle of Man company and is proposed to be made by means of a scheme of arrangement or takeover offer, as applicable, provided for under the laws of the Isle of Man. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and the Isle of Man to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. 

The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Bidco reserves the right, subject to obtaining the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, and determines to extend the Takeover Offer into the United States, such Takeover Offer and the Acquisition will be made in compliance with the applicable US laws and regulations including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. Such a Takeover Offer would be made in the United States by Bidco and no one else.

It may be difficult for US holders of RDI REIT Shares to enforce their rights and any claim arising out of the US federal laws in connection with the Acquisition, since each of Bidco and RDI REIT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RDI REIT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

US RDI REIT Shareholders also should be aware that the transaction contemplated herein (including the receipt of consideration pursuant to the Acquisition) may have tax consequences in the US and that such consequences, if any, are not described herein. US RDI REIT Shareholders are urged to consult their independent legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, RDI REIT securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the US until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code, the Listing Rules and the JSE Listings Requirements. Any information about such purchases will be disclosed to the Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchange website at www.londonstockexchange.com and via SENS.

Further details in relation to Overseas Shareholders are contained in paragraph 17 of Part 2 of the Scheme Document.

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 Dealing Disclosure.

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 Code.

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.

ELECTRONIC COMMUNICATIONS

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:

· www.projectcambridge.com

· www.rdireit.com

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 info@rdireit.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.