Wrap Text
Public opening position disclosure by a party to an offer
RDI REIT P.L.C.
("RDI" or the "Company")
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
LEI: 2138006NHZUMMRYQ1745
ISIN: IM00BH3JLY32
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
FORM 8 (OPD)
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 N/A
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 RDI REIT P.L.C.
securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 03 April 2019
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser N/A
making disclosures in respect of any other party to the
offer?
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 Nil - Nil -
controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives (including Nil - Nil -
options) and agreements to
purchase/sell:
Nil - Nil -
TOTAL:
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 None
subscription right exists:
Details, including nature of the rights None
concerned and relevant percentages:
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) Interests of directors of RDI REIT P.L.C. in RDI REIT P.L.C. shares
Number of ordinary Shares held as at 3 % of issued share
April 2019 capital
Mike Watters (CEO) 1,330,686 0.35
Stephen Oakenfull (Deputy CEO) 124,707 0.03***
Adrian Horsburgh 12,835 0.00*
Donald Grant 15,000 0.00*
Gavin Tipper 101,726 0.03
Robert Orr 4,706 0.00*
Marc Wainer 967,642 0.25**
Total 2,557,302 0.67
*Less than 0.001%
** Marc Wainer’s beneficial interest comprises 7,067 shares in his own name, 40,065 shares in his wife’s
name, 36,367 shares in his Drawood Trust, 35,000 shares with Investec Nominee, and a 50% interest in
the Ellwain shareholding of 1,698,284 shares.
*** Stephen Oakenfull’s beneficial comprises 114,707 shareholding held in his wife’s name and 10,000
shares in his own name
(b) Directors Bonus deferred share awards
2017 Bonus Deferred Shares 2018 Bonus Deferred Shares
awarded, due to vest awarded, due to vest
1 September 2019, subject to 1 September 2020, subject to
continued employment continued employment
Mike Watters (CEO) 95,258 115,827
Stephen Oakenfull (Deputy CEO) 67,753 82,383
Adrian Horsburgh 61,662 74,977
Donald Grant 57,301 69,678
(c) Directors Long Term Investment Plan contingent awards, subject to performance conditions
LTIP Share awards LTIP Share awards LTIP Share awards
due to vest on due to vest on due to vest on
25 January 2020 18 January 2021 31 October 2021
Mike Watters (CEO) 339,688 390,805 482,611
Stephen Oakenfull (Deputy CEO) 219,913 277,961 343,264
Adrian Horsburgh 219,913 252,974 312,404
Donald Grant 204,333 235,082 290,326
If any person obtains Control of the Company as a result of making a general offer to acquire Shares in the
Company, then the Company shall, as soon as practicable after becoming aware of that event transfer or
procure the issue or transfer to Awardholders of the Relevant Proportion of the Award Shares (if any) which
then become Vested Award Shares
(d) Interests in ordinary shares of RDI REIT P.L.C. held by other concert parties of RDI REIT P.L.C.
Concert Party Number of ordinary shares Percentage of total issued share
capital (%)
J.P. Morgan Chase Bank 22 0
(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: 04 April 2019
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.
4 April 2019
JSE Sponsor
Java Capital
Date: 04/04/2019 04:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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