TIDMRDI
RNS Number : 8687W
RDI REIT PLC
28 April 2021
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
28 April 2021
RECOMMED 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
Court Sanction of the Scheme of Arrangement
On 26 February 2021, the independent directors 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 IOM Act (the
"Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was published on 25 March 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.
It is anticipated that the Effective Date will be 4 May 2021,
which is when 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 is
expected to occur.
Applications have been made for the suspension of trading in RDI
REIT Shares on the London Stock Exchange's main market and the
listing of RDI REIT Shares on the premium listing segment of the
Official List of the Financial Conduct Authority and such
suspensions are expected to take effect from 7:30 a.m. on 4 May
2021 (London time), with 30 April 2021 being the last day of
dealings in, and for the registration and transfer of, and
disablement in CREST of, RDI REIT Shares. The delisting of RDI REIT
Shares from the premium listing segment of the Official List of the
Financial Conduct Authority and the cancellation of the admission
to trading of RDI REIT Shares on the London Stock Exchange's main
market have also been applied for and will, subject to the Scheme
becoming effective, take effect at 8:00 a.m. (London time) on 6 May
2021.
Applications have also been made to the Main Board of the JSE
for the suspension and cancellation of the listing and trading of
RDI REIT Shares on the JSE. Suspension in dealings in RDI REIT
shares on the JSE is expected to take effect from 9.00 a.m on 3 May
2021 (South African standard time). The delisting of RDI REIT
Shares from the JSE is expected to take effect on 7 May 2021.
A further announcement will be made when the Scheme has become
Effective.
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 Tel: +44 (0) 207 742
and Joint Corporate Broker to RDI REIT) 4000
Bronson Albery
Celia Murray
Tara Morrison
Peel Hunt (Joint Financial Adviser and Joint Tel: +44 (0) 20 7418
Corporate Broker to RDI REIT) 8900
Capel Irwin
Carl Gough
Michael Nicholson
James Britton
Java Capital Proprietary Limited (JSE Sponsor Tel: +27 11 722 3075
and Corporate Adviser 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 Tel: +27 (0) 11 447
to RDI REIT) 3030
Frederic Cornet
RDI@instinctif.com
Bidco / Starwood
Neil Bennett of Maitland/AMO (PR Adviser to Tel: +44 (0)7900 000
Bidco and Starwood) 777
Rhys Jones of Maitland/AMO (PR Adviser to Tel: +44 (0)7881 996
Bidco and Starwood) 460
Eastdil Secured (Financial Adviser to Bidco Tel: +44 (0)20 7074
and Starwood) 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.
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.
This information is provided by RNS, the news service of the
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END
SOAVVLBLFZLEBBZ
(END) Dow Jones Newswires
April 28, 2021 07:20 ET (11:20 GMT)
Grafico Azioni Rdi Reit P.l.c (LSE:RDI)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Rdi Reit P.l.c (LSE:RDI)
Storico
Da Dic 2023 a Dic 2024
