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Annual general meeting voting results, finalisation of share consolidation, changes to the board and trading update
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: IM00B8BV8G91
("RDI" or the "Company")
ANNUAL GENERAL MEETING VOTING RESULTS, FINALISATION OF SHARE CONSOLIDATION, CHANGES TO THE BOARD AND TRADING UPDATE
RDI, the income-focused UK-REIT, announces that at the Annual General Meeting ("AGM") held today all the proposed
resolutions were duly passed by the required majority on votes conducted by way of a poll.
A brief trading update was provided at the meeting and is included in this announcement.
The results of voting by all shareholders on the resolutions, which can be found in the Notice of the AGM, were as
follows: -
Resolution For % Against % Withheld
1. To receive and adopt the Annual Report and
audited financial statements for the year
ended 31 August 2018 1,262,698,410 99.99 99,165 0.01 6,270,286
2 To approve the Annual Report on
Remuneration for the year ended 31 August
2018 1,261,071,029 99.81 2,369,824 0.19 5,627,008
3 To re-elect GR Tipper as a Director. 1,077,149,412 85.86 177,416,619 14.14 14,501,830
4 To re-elect MJW Farrow as an Independent
Director 1,264,535,965 99.83 2,133,139 0.17 5,616,175
5 To re-elect SE Ford as an Independent
Director 1,261,361,318 99.83 2,090,368 0.17 5,616,175
6 To re-elect RS Orr as an Independent
Director 1,262,350,262 99.91 1,101,424 0.09 5,616,175
7 To elect EA Peace as an Independent
Director 1,265,542,978 99.91 1,126,126 0.09 5,616,175
8 To re-elect M Wainer as a Director 1,256,299,428 99.43 7,152,258 0.57 5,616,175
9 To re-elect MJ Watters as a Director 1,261,633,547 99.86 1,818,139 0.14 5,616,175
10 To re-elect SJ Oakenfull as a Director 918,396,500 72.69 345,055,186 27.31 5,616,175
11 To re-elect DA Grant as a Director 1,261,451,819 99.84 1,999,867 0.16 5,616,175
12 To re-elect AA Horsburgh as a Director 918,397,832 72.69 345,053,854 27.31 5,616,175
13 To appoint KPMG LLP as the Company's
Independent Auditor 1,256,660,445 99.47 6,662,374 0.53 5,745,042
14 To authorise the Audit and Risk Committee
to determine the remuneration of the
Independent Auditor 1,263,145,291 99.97 319,526 0.03 5,603,044
15 To authorise the Directors to allot Ordinary
Shares up to the limit contained in the
Notice of the AGM 960,277,782 76.00 303,238,693 24.00 5,551,386
16 To authorise the Directors to dis-apply pre-
emption rights up to the limit stated in the
Notice of AGM 996,784,471 78.89 266,725,123 21.11 5,558,267
17 To authorise the Directors to dis-apply pre-
emption rights in connection with a
Specified Investment up to the limit set out
in the Notice of the AGM 1,234,302,247 97.69 29,207,220 2.31 5,558,394
18 To authorise the Directors to make market
purchases of Ordinary Shares up to the limit
set out in the Notice of the AGM 1,256,692,479 99.46 6,815,639 0.54 5,559,743
19 To authorise the Directors to consolidate
Ordinary Shares in a ratio of 5:1 1,262,955,475 99.96 545,574 0.04 5,566,812
20 To authorise Directors to amend the
Company's Articles of Association 1,264,221,043 99.96 477,494 0.04 5,605,684
A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
The Company's total issued share capital as at 24 January 2019 is 1,900,449,536 ordinary shares of 8 pence each.
It has been noted that a significant number of shareholders on the JSE register have voted against Resolution 15 and
Resolution 16. Following a substantial vote against the same resolutions previously, management has had continuous
dialogue with the major dissenting South African shareholders, explaining that the UK standard authority allows up to
66% of shares to be issued. As a compromise, the Board agreed to reduce the authority to 20%. Liaison with
shareholders will continue in light of the fact that management believe it important to allow acquisitions to take place
via share placements as opposed to holding cash pending investment, which could cause a drag on earnings in the short
term.
The Company further notes the vote against resolutions 10 and 12 and will engage with the relevant shareholder.
Finalisation of Share Consolidation
Following the approval of Resolution 19 by shareholders, the Company confirms that every five ordinary shares of
8 pence each issued and to be issued as at Friday, 8 February 2019 will be consolidated into one ordinary share of
40 pence with a new ISIN of IM00BH3JLY32 ("New Ordinary Shares") (the "Consolidation"). This will result in the
1,900,449,536 ordinary shares of 8 pence each in the Company being consolidated into approximately 380,089,907 New
Ordinary Shares, with effect from Monday, 11 February 2019.
An application will be made for the New Ordinary Shares, which will have the same rights and will be subject to the
same restrictions as ordinary shares in issue prior to the Consolidation, to be admitted to the Premium Segment of the
Official List of the United Kingdom Listing Authority, to trading on the London Stock Exchange's Main Market for
listed securities and to be listed on the JSE ("Admission"). It is expected that Admission will occur on Monday,
11 February 2019.
On Monday, 11 February 2019 CREST Shareholders' accounts will be credited with the New Ordinary Shares to which
they are entitled under the Consolidation as at Friday, 8 February 2019, being the record date of the Consolidation.
New share certificates will be issued to Non-CREST Shareholders in substitution for their existing share certificates.
All existing share certificates will be invalid and will be cancelled and new share certificates are expected to be
dispatched to those Shareholders who held their shares in certificated form, on or around Monday 11 February 2019.
For South African shareholders, dematerialised shareholders accounts at their CSDP/broker will be updated on Monday,
11 February 2019 to reflect the new Ordinary Shares to which they are entitled under the Consolidation as at Friday,
8 February 2019, being the record date of the Consolidation. Provided that old share certificates have been lodged with
the South African transfer secretaries by 12.00 on Friday, 8 February 2019, replacement share certificates will be issued
to certified shareholders on Monday, 11 February 2019. Share certificates received after this time will be posted within
5 business days of receipt.
The salient dates and times and information regarding the treatment of fractional entitlements announced on
14 December 2018 remains unchanged.
Board Change
Following the conclusion of the Annual General Meeting, Mr Bernard Nackan has retired as a Director of RDI. The
Board would like to thank Mr Nackan for his contribution to the Company during his time on the Board.
In accordance with LR 9.6.2 R of the Listing Rules of the UKLA, copies of all resolutions passed by the Company,
other than resolutions concerning ordinary business, have been submitted to the UK's National Storage Mechanism and
will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the
Company's website, www.rdireit.com.
Trading Update
Overall trading across the portfolio remains robust. The serviced office portfolio has delivered income results ahead of
expectations with forward looking occupancy and enquiries remaining strong. An application for planning permission
has been submitted for an extension to the Charing Cross Road office in London in order to increase the lettable area by
approximately 50%. In the distribution and industrial portfolio, key rent reviews at Camino Park, Crawley are
progressing in line with expectations and pre-letting activity at Bicester for a 120,000 sq ft unit, due for completion in
April 2019, is showing healthy levels of demand. Trading at our hotel portfolio is in line with expectations. Footfall,
occupancy and income at our UK and German shopping centres remained robust and our well-located retail park
portfolio continues to perform with three new long leases secured to strong covenants on favourable terms.
Given the current market volatility and uncertainty surrounding certain UK retailers, management continues to engage
with our key retail tenants and is monitoring trading performances closely. Despite the current solid operational
performance, broader market conditions and concerns over certain major retail tenants in the UK have raised further
caution regarding future UK shopping centre valuations. In this environment, we will remain disciplined in our capital
allocation with a focus on long term shareholder value.
For further information:
RDI REIT P.L.C.
Mike Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20 3727 1000
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet Tel: +27 (0) 11 447 3030
JSE Sponsor
Java Capital Tel: + 27 (0) 11 722 3050
24 January 2019
Note to editors:
About RDI
RDI is a UK Real Estate Investment Trust (UK-REIT) committed to becoming the UK's leading income focused REIT.
The Company's income-led business model and strategic priorities are designed to offer shareholders superior,
sustainable and growing income returns, with a target growth in underlying earnings per share of 3%-5% across the
medium term.
Income sustainability is underpinned by a diversified portfolio and tenant base, with no overreliance on any one sector
or tenant, together with an efficient capital structure. The secure and growing income stream is 27.0% indexed and has
a WAULT of 7.0 years to first break (8.4 years to expiry). This is complemented by an average debt maturity of
6.7 years of which over 95% of interest costs are either fixed or capped. The Company is focused on all aspects
impacting shareholder distributions and reports one of the lowest cost ratios in the industry whilst maintaining a low
cost of debt.
The Company owns properties independently valued at £1.6bn in the United Kingdom and Germany, Europe's two
largest, liquid and transparent property markets. RDI invests in assets with strong property fundamentals spread across
UK offices (including London serviced offices), UK logistics, UK shopping centres, UK retail parks, UK hotels and
German retail. RDI is well placed to take advantage of the increasing occupier requirement for real estate owners to
become high quality service providers, given its scalable operational platforms and nearly a third of the portfolio
invested in hotels and London serviced offices.
RDI holds a primary listing on the London Stock Exchange and a secondary listing on the JSE and is included within
the EPRA, GPR, JSE All Property and JSE Tradeable Property indices.
For more information on RDI, please refer to the Company's website www.rdireit.com
All figures as at 31 August 2018.
Date: 24/01/2019 05:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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