RDL.L Regulatory News (RDL)

26 April 2019

RDL Realisation Plc (the "Company")

Update regarding ZDP Shares

This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation.

The Board of the Company has been informed of discussions which have been held between certain ordinary shareholders of the Company and the representatives of certain holders of zero dividend preference shares ("ZDP Shares") issued by the Company's subsidiary RDLZ Realisation plc ("ZDP Co") seeking to identify a price which both the holders of the ZDP Shares and those ordinary shareholders would consider acceptable for redemption of the ZDP Shares prior to 31 July 2021, which is the ZDP Repayment Date (as defined in the articles of association of ZDP Co).

The Company has been informed that the parties involved in those discussions have not yet agreed on terms which are mutually agreeable to them. However, the Company understands that the highest price that has been proposed by the relevant ordinary shareholders to the relevant holders of ZDP Shares is 120.75p per ZDP Share. The Company also understands that, in response, some holders of ZDP Shares (although not a sufficient number to successfully implement a transaction) have indicated a willingness to agree at a price as low as 122p per ZDP Share (together with reimbursement of costs incurred by them). The Company has also been informed that these discussions have included a proposal that a representative of a significant ordinary shareholder who has been involved in these discussions might request to be appointed to the Board of the Company to facilitate the implementation of any agreed outcome.

At this stage, neither the Board of the Company or the Directors of ZDP Co has been asked to consider whether or not they would agree or recommend (respectively) any specific proposal nor have they considered the steps required to implement any such transaction should it be approved and recommended.

Further announcements will be made as and when appropriate.

The person responsible for making this announcement is Emma Lamb of Link Company Matters Limited, Company Secretary.

For further information, please contact:

LEI: 549300VGZSKYQ7C2U221