RDI Rdi Reit P.l.c.

TIDMRDI

RNS Number : 4311X

RDI REIT PLC

04 May 2021

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

4 May 2021

RECOMMED 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

Scheme of Arrangement becomes effective

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).

Settlement

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 REIT Shares

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.

Director changes

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.

Enquiries:

 
 RDI REIT                                        Tel: +44 (0) 207 811 
                                                  0100 
 Stephen Oakenfull 
  Donald Grant 
 J.P. Morgan Cazenove (Lead Financial Adviser    Tel: +44 (0) 207 742 
  and Joint Corporate Broker to RDI REIT)         4000 
 Bronson Albery 
  Celia Murray 
  Tara Morrison 
 Peel Hunt (Joint Financial Adviser and Joint    Tel: +44 (0) 20 7418 
  Corporate Broker to RDI REIT)                   8900 
 Capel Irwin 
  Carl Gough 
  Michael Nicholson 
  James Britton 
 Java Capital Proprietary Limited (JSE Sponsor   Tel: +27 11 722 3075 
  and Corporate Adviser to RDI REIT) 
 Kevin Joselowitz 
  Jean Tyndale- Biscoe 
 FTI Consulting (PR adviser to RDI REIT)         Tel: +44 (0) 20 3727 
                                                  1000 
 Dido Laurimore 
  Claire Turvey 
  rdireit@fticonsulting.com 
 Instinctif Partners (South Africa PR adviser    Tel: +27 (0) 11 447 
  to RDI REIT)                                    3030 
 Frederic Cornet 
  RDI@instinctif.com 
 Bidco / Starwood 
 Neil Bennett of Maitland/AMO (PR Adviser to     Tel: +44 (0)7900 000 
  Bidco and Starwood)                             777 
 Rhys Jones of Maitland/AMO (PR Adviser to       Tel: +44 (0)7881 996 
  Bidco and Starwood)                             460 
 Eastdil Secured (Financial Adviser to Bidco     Tel: +44 (0)20 7074 
  and Starwood)                                   4950 
 Max von Hurter 
 Tomas Ribeiro 
 

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.

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 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.

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(END) Dow Jones Newswires

May 04, 2021 05:30 ET (09:30 GMT)