Wrap Text
Finalisation announcement: Court sanction of scheme of arrangement and salient dates and times
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")
FINALISATION ANNOUNCEMENT
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SALIENT DATES AND TIMES
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
1. INTRODUCTION
On 26 February 2021, the independent directors of 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 Isle of Man Companies Act 2006 (the "Scheme").
The circular in relation to the Scheme (the "Scheme Document") was published on 25 March 2021.
2. SANCTIONING OF SCHEME
Subsequent to the approval of the Scheme by Shareholders at the Court Meeting and Extraordinary
General Meeting on Friday, 16 April 2021, RDI REIT is pleased to announce that the High Court
of Justice in the Isle of Man has today sanctioned the Scheme pursuant to which the Acquisition is
being implemented.
3. EFFECTIVE DATE OF THE SCHEME
It is anticipated that the Effective Date of the Scheme will be 4 May 2021, which is the anticipated
date on which a certified copy of the Court Order sanctioning the Scheme (together with a copy of
the Scheme and all documents required to be annexed thereto (if any)) is expected to be delivered
and the registration of such documents on the file of RDI REIT is expected to be effected by the
Companies Registry.
4. SALIENT DATES AND TIMES
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
(UK time)
RDI REIT Shares on the South African Register may not be
dematerialised or rematerialised after Friday, 30 April 2021
Dealings in RDI REIT Shares suspended on the JSE 9.00 a.m. on Monday, 3 May 2021
(South African standard time)
Dealings in RDI REIT Shares suspended on the London Stock 7.30 a.m. on Tuesday, 4 May 2021
Exchange (UK time)
Effective Date of the Scheme Tuesday, 4 May 2021 (“D”)
Last day for settlement of trades prior to Scheme Record Time
on 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 By 8.00 a.m. UK time (9 a.m. South
Exchange African standard time) 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
By D+14
CREST and the Strate System in respect of the Cash
Consideration.
Note: The above dates and times are subject to change. Any changes will be published on SENS
and on the Regulatory News Service.
5. SHAREHOLDERS ON THE SOUTH AFRICAN REGISTER
Shareholders on the South African register will receive their Cash Consideration in South African
Rands, converted at an exchange rate of GBP 1:ZAR 19.95350. Accordingly, the Cash
Consideration of 121.35 pence per share will be equal to ZAR 24.21357 per share.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in
the Scheme Document.
28 April 2021
Enquiries:
RDI REIT Tel: +44 (0) 207 811 0100
Stephen Oakenfull
Donald Grant
J.P. Morgan Cazenove (Lead Financial Adviser and Joint Corporate Tel: +44 (0) 207 742 4000
Broker to RDI REIT)
Bronson Albery
Celia Murray
Tara Morrison
Peel Hunt (Joint Financial Adviser and Joint Corporate Broker to RDI Tel: +44 (0) 20 7418 8900
REIT)
Capel Irwin
Carl Gough
Michael Nicholson
James Britton
Java Capital Proprietary Limited (JSE Sponsor and Corporate Adviser Tel: +27 11 722 3075
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 to RDI REIT) Tel: +27 (0) 11 447 3030
Frederic Cornet
RDI@instinctif.com
Bidco / Starwood
Neil Bennett of Maitland/AMO (PR Adviser to Bidco and Starwood) Tel: +44 (0)7900 000 777
Rhys Jones of Maitland/AMO (PR Adviser to Bidco and Starwood) Tel: +44 (0)7881 996 460
Eastdil Secured (Financial Adviser to Bidco and Starwood) Tel: +44 (0)20 7074 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.
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: 28-04-2021 01:33:00
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