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RDI REIT PLC - Response to press speculation

Release Date: 27/03/2019 09:00
Code(s): RPL     PDF:  
Wrap Text
Response to press speculation

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


RESPONSE TO PRESS SPECULATION


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 SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER 
RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY 
FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 March 2019

The Board of RDI REIT notes the recent press speculation and confirms it has received an unsolicited
approach from Cromwell Property Group ("Cromwell") regarding a potential offer to acquire all of the issued
and to be issued shares of RDI REIT.

There can be no certainty that any offer will be made, nor as to the terms of any such offer. The Board will
keep shareholders updated as appropriate.

In accordance with Rule 2.6(a) of the Code, Cromwell will have until 5.00pm on 23 April 2019 being 28
days after the date on which the press speculation occurred, to either announce a firm intention to make an
offer for RDI REIT in accordance with Rule 2.7 of the Code or announce that it does not intend to make
such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline may be extended with the consent of the Takeover Panel (the "Panel") in
accordance with Rule 2.6(c) of the Code.

A copy of this announcement is also available on RDI REIT's website at www.rdireit.com.

The content of this website is not incorporated in, and does not form part of, this announcement.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, RDI REIT confirms that it has in issue 380,089,923
ordinary shares of 40 pence each. The ISIN for the shares is IM00BH3JLY32.

For further information, please contact:

J.P. Morgan Cazenove                                           Tel: +44 207 742 4000
Bronson Albery
Kirshlen Moodley
Tara Morrison

Peel Hunt                                                      Tel: +44 207 418 8900
Capel Irwin
James Britton
Michael Nicholson

FTI Consulting                                                 Tel: +44 203 727 1000
Dido Laurimore
Claire Turvey
Ellie Sweeney


Java Capital                                                   Tel: +27 (0) 11 722 3050
JSE Sponsor

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove)
("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, 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 matters set out in this
announcement 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 relation to any matter
referred to herein.

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 any person other than RDI REIT for
providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters
referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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
pm (London time) on the 10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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% 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (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.

Date: 27/03/2019 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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