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RDI REIT PLC - Public opening position disclosure by a party to an offer

Release Date: 11/03/2021 17:15
Code(s): RPL     PDF:  
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Public opening position disclosure by a party to an offer

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”)


FORM 8 (OPD) RDI REIT P.L.C.


PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.   KEY INFORMATION

 (a) Full name of discloser:                                              RDI REIT P.L.C.
 (b) Owner or controller of interests and short positions
     disclosed, if different from 1(a):
     The naming of nominee or vehicle companies is insufficient. For
     a trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant
     securities this form relates:                                        RDI REIT P.L.C.
     Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                         Offeree
 (e) Date position held:                                                  10 March 2021
     The latest practicable date prior to the disclosure
 (f) In addition to the company in 1(c) above, is the discloser
     making disclosures in respect of any other party to the
     offer?                                                               N/A
     If it is a cash offer or possible cash offer, state “N/A”

2.   POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure
     relates

 Class of relevant security:                       Ordinary Shares of 40p each
                                                   Interests                          Short positions
                                                   Number                  %          Number                    %
 (1) Relevant securities owned and/or
     controlled:                                   N/A                                N/A
 (2) Cash-settled derivatives:
                                                   N/A                                N/A
 (3) Stock-settled derivatives (including
     options) and agreements to
     purchase/sell:                                N/A                                N/A

 TOTAL:                                            N/A                                N/A

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).

(b)  Rights to subscribe for new securities

 Class of relevant security in relation to which
 subscription right exists:                             N/A
 Details, including nature of the rights concerned
 and relevant percentages:                              N/A


3.   POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
     DISCLOSURE

 Details of any interests, short positions and rights to subscribe (including directors’ and other employee
 options) of any person acting in concert with the party to the offer making the disclosure:

 (a) Shares held by Redefine International Management Holdings Limited (subsidiary of RDI REIT P.L.C.)
                            Number of Ordinary Shares of 40p each   Percentage of total issued share
 Name                       in the Offeree interested in            capital (%) of the Offeree
 Redefine International
 Management Holdings
 Limited                    64,179                                  0.02

 (b) Shares held by the directors of RDI REIT P.L.C.
                                 Number of Ordinary Shares of 40p each         Percentage of total issued share
  Name                           in the Offeree interested in                  capital (%) of the Offeree
  Stephen Oakenfull              207,282*                                      0.05
  Donald Grant                   84,839                                        0.02
  Gavin Tipper**                 101,726                                       0.03
  TOTAL:                         393,847                                       0.10

* 114,707 of which are held by Andrea Oakenfull, wife of Stephen Oakenfull
** held by Thornton Retirement PCC [Class C]

 (c) Awards granted to the directors of RDI REIT P.L.C. outstanding
                                               Number of
                                               Ordinary
                                               Shares of 40p
                                               each subject
                                               to the           Performance/
             Description of                    outstanding      Deferred          Vesting
 Name        Award            Date of Grant    awards           Period            Date             Award price
 Stephen     Short Term                                                                            127.4p (based
 Oakenfull   Incentive Plan                                                                        on share price
             Deferred                                                                              at 28
             Shares                                             01.09.19,                          November
             (“STIP”)         02.12.19         39,551           01.09.20          01.12.21         2019)
                                                                                                   92.8p (based
                                                                                                   on share price
                                                                01.09.20,                          at 1 December
               STIP             01.12.20         33,332         01.09.21          01.12.22         2020)
                                                                                                   168.5p (based
                                                                                                   on share price
               Long Term                                        01.09.18,                          at 1
               Incentive Plan                                   01.09.19,                          September
               (“LTIP”)         31.10.18         343,264        01.09.20          31.10.21         2018)
                                                                                                   104p (based
                                                                                                   on share price
                                                                01.09.19,                          at 1
                                                                01.09.20,                          September
               LTIP             02.12.19         427,500        01.09.21          02.12.22         2019)
                                                                                                   86p (based on
                                                                01.09.20,                          share price at
                                                                01.09.21,                          1 September
               LTIP             01.12.20         528,663        01.09.22          01.12.23         2020)
 Donald                                                                                            127.4p (based
 Grant                                                                                             on share price
                                                                                                   at 28
                                                                01.09.19,                          November
               STIP               02.12.19         31,249       01.09.20          01.12.21         2019)
                                                                                                   92.8p (based
                                                                                                   on share price
                                                                01.09.20,                          at 1 December
               STIP               01.12.20         26,637       01.09.21          01.12.22         2020)
                                                                                                   168.5p (based
                                                                                                   on share price
                                                                01.09.18,                          at 1
                                                                01.09.19,                          September
               LTIP               31.10.18         290,326      01.09.20          31.10.21         2018)
                                                                                                   104p (based
                                                                                                   on share price
                                                                01.09.19,                          at 1
                                  02.12.19         361,586      01.09.20,                          September
               LTIP                                             01.09.21          02.12.22         2019)
                                                                                                   86p (based on
                                                                01.09.20,                          share price at
                                                                01.09.21,                          1 September
               LTIP               01.12.20         447,035      01.09.22          01.12.23         2020)

 Name of adviser                                                          Interests held (other than Rule 8
                                                                          exempt entities)
 J.P. Morgan Securities plc(1)                                            22 ordinary shares of 40 pence each
(1)  The interests are held by J.P. Morgan Chase Bank (Custody)

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).

4.   OTHER INFORMATION

(a)  Indemnity and other dealing arrangements

 Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal,
 relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by
 the party to the offer making the disclosure or any person acting in concert with it:
 Irrevocable commitments and letters of intent should not be included. If there are no such agreements,
 arrangements or understandings, state “none”
 None.

(b)  Agreements, arrangements or understandings relating to options or derivatives

 Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer
 making the disclosure, or any person acting in concert with it, and any other person relating to:
 (i) the voting rights of any relevant securities under any option; or
 (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is
      referenced:
 If there are no such agreements, arrangements or understandings, state “none”
 None.

(c)  Attachments

Are any Supplemental Forms attached?

 Supplemental Form 8 (Open Positions)                       NO
 Supplemental Form 8 (SBL)                                  NO


 Date of disclosure:                                        11 March 2021
 Contact name:                                              Lisa Hibberd
 Telephone number:                                          020 7811 0100

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on
+44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.


11 March 2021

JSE sponsor
Java Capital

Date: 11-03-2021 05:15:00
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