Wrap Text
Recommended cash acquisition: results of court meeting and extraordinary general meeting
RDI REIT P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
LEI: 2138006NHZUMMRYQ1745
ISIN: IM00BH3JLY32
(“RDI” or the “Company”)
RECOMMENDED CASH ACQUISITION: RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING
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.
No. of Scheme Shares
voted as a % of the
Results of No. of Scheme % of no. of Scheme Scheme Shares eligible to
Court No. of Scheme % of Scheme Shareholders Shareholders who be voted at the Court
Meeting Shares voted Shares voted(1) who voted voted(1) Meeting(1)(2)
For 117,562,670 85.26% 186 83.41% 43.87%
Against 20,324,051 14.74% 37 16.59% 7.58%
Total 137,886,721 223 51.45%
(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.
FOR(3) AGAINST TOTAL WITHHELD (4)
No. of RDI REIT
Shares voted as a %
of all RDI REIT
Shares eligible to be
No. of % of No. of % of No. of voted at the General
Special Resolution votes votes(1) votes votes(1) votes Meeting(1)(2) No. of votes
Approval of the
implementation
of the Scheme,
including
amendments to
the Articles 230,395,079 92.67% 18,214,525 7.33% 248,609,604 65.32 1,196,559
(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.
Event Time and/or date
Court Hearing 10.00 a.m. on Wednesday, 28 April 2021
Finalisation announcement in respect of the Scheme to be published on
SENS and on Regulatory Information Services Wednesday, 28 April 2021
Last day to trade on the JSE Friday, 30 April 2021
Last day of dealings in, and for registration of transfers of, RDI REIT
Shares on the London Stock Exchange, and disablement of RDI REIT
Shares in CREST Friday, 30 April 2021
Scheme Record Time 6.00 p.m. on Friday, 30 April 2021
RDI REIT Shares on the South African Register may not be dematerialised
or rematerialised after Friday, 30 April 2021
9.00 a.m. on Monday, 3 May 2021 (South
Dealings in RDI REIT Shares suspended on the JSE African standard time)
Dealings in RDI REIT Shares suspended on the London Stock Exchange 7.30 a.m. on Tuesday, 4 May 2021
Effective Date of the Scheme Tuesday, 4 May 2021 (“D”)
Last day for settlement of trades prior to the Scheme Record Time on the
South African Register Wednesday, 5 May 2021
Admission of RDI REIT Shares to trading on TISE Wednesday, 5 May 2021
Cancellation of listing of RDI REIT Shares on London Stock Exchange By 8.00 a.m. on Thursday, 6 May 2021
Payment made to RDI REIT Shareholders on the South African Register Thursday, 6 May 2021
Delisting of RDI REIT Shares from the JSE Friday, 7 May 2021
Latest date for despatch of cheques or settlement through CREST in By D+14
respect of the Cash Consideration.
Longstop Date(1) Thursday, 26 August 2021
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:
RDI REIT Tel: +44 (0) 207 811 0100
Stephen Oakenfull
Donald Grant
J.P. Morgan Cazenove (Lead Financial Adviser and Joint Corporate
Broker to RDI REIT) Tel: +44 (0) 207 742 4000
Bronson Albery
Celia Murray
Tara Morrison
Peel Hunt (Joint Financial Adviser and Joint Corporate Broker to RDI
REIT) Tel: +44 (0) 20 7418 8900
Capel Irwin
Carl Gough
Michael Nicholson
James Britton
Java Capital Proprietary Limited (JSE Sponsor and Corporate Adviser
to RDI REIT) Tel: +27 11 722 3075
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 to RDI REIT) Tel: +27 (0) 11 447 3030
Frederic Cornet
RDI@instinctif.com
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.
Date: 16-04-2021 03:30:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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