RDI REIT P.L.C. RDI” or the “Company”)• 16.8 per cent. discount to the last reported EPRA...

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

ISIN: IM00BH3JLY32

LEI: 2138006NHZUMMRYQ1745

RECOMMENDED CASH ACQUISITION OF RDI REIT

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

26 February 2021

RECOMMENDED 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

Summary

• The board of SOF-12 Cambridge BidCo Limited (“Bidco”) and the independent

directors of RDI REIT P.L.C. (“RDI REIT”) are pleased to announce that they have

reached agreement on 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 (the “Acquisition”). As at 25

February 2021 (being the last Business Day prior to the date of this announcement)

Starwood Funds owned or controlled 112,597,728 RDI REIT Shares, representing

29.59 per cent. of RDI REIT’s issued share capital at such date.

• It is intended that the Acquisition will be implemented by way of a court-sanctioned

scheme of arrangement under Chapter 2 of Part X of the IOM Act (although Bidco

reserves the right to effect the Acquisition by way of an Offer, subject to the consent of

the Panel).

• Under the terms of the Acquisition, each RDI REIT Shareholder will be entitled to

receive:

for each RDI REIT Share: 121.35 pence in cash (the “Cash Consideration”)

• The price per RDI REIT Share represents a premium of approximately:

• 33.1 per cent. to the Closing Price of 91.2 pence per RDI REIT Share on 25

February 2021 (being the last Business Day prior to the date of this

announcement);

• 39.2 per cent. to the three month volume weighted average price of 87.2 pence

per RDI REIT Share to 25 February 2021 (being the last Business Day before

the date of this announcement);

• 38.2 per cent. to the six month volume weighted average price of 87.8 pence per

RDI REIT Share to 25 February 2021 (being the last Business Day before the

date of this announcement); and

• 19.9 per cent. discount to the last reported EPRA NAV of 151.5 pence per RDI

REIT Share at 31 August 2020; and

• 16.8 per cent. discount to the last reported EPRA NNNAV of 145.9 pence per

RDI REIT Share at 31 August 2020.

• It should be noted that a revised valuation for the value of RDI REIT’s property

portfolio as at 28 February 2021 will be published pursuant to Rule 29 of the Takeover

Code in the Scheme Document.

• The Acquisition values the entire issued and to be issued share capital of RDI REIT at

approximately £467.9 million on a fully diluted basis.

• The Cash Consideration payable to RDI REIT Shareholders under the terms of the

Acquisition will be financed entirely by equity to be invested by Starwood Funds.

• If, on or after the date of this announcement, any dividend and/or other distribution

and/or other return of capital is declared, made or paid or becomes payable in respect

of the RDI REIT Shares, the Cash Consideration shall automatically be reduced by an

amount equal to the amount of such dividend and/or distribution and/or return of

capital, in which case any reference in this announcement to the Cash Consideration

will automatically be deemed to be a reference to the Cash Consideration as so reduced

by the amount of such dividend and/or distribution and/or return of capital. In such

circumstances, RDI REIT Shareholders would be entitled to receive and retain any such

dividend or other distribution and/or return of capital. Any reduction in the Cash

Consideration pursuant to this paragraph shall not be regarded as constituting any

revision or variation of the terms of the Acquisition or the Scheme. In accordance with

the requirements of the UK REIT regime, the RDI REIT Directors intend to declare and

pay a dividend after the date of this announcement, but prior to the Scheme Record

Time.

• The Cash Consideration is priced in pounds sterling. However, RDI REIT Shareholders

on the South African register will, as is required, receive any Cash Consideration due

to them under the terms of the Acquisition in South African Rand. The Scheme

Document will include further details in relation to this currency exchange.

• The RDI REIT Shares owned or controlled by Starwood Funds (being 112,597,728 RDI

REIT Shares as at 25 February 2021 (being the last Business Day prior to the date of

this announcement) will not be Scheme Shares and will not require to be acquired by

Bidco pursuant to the Acquisition. Starwood Funds will not be permitted to vote such

RDI REIT Shares at the Court Meeting, but will be permitted to vote such RDI REIT

Shares at the General Meeting.

Background to and reasons for the Acquisition

• Starwood Funds have maintained a significant strategic shareholding in RDI REIT

since July 2020.

• Starwood believes that RDI REIT is well-managed and has an attractive and high-

quality real estate portfolio.

• However, Starwood also notes the persistent discount to EPRA NAV on which RDI

REIT has traded over the last 3 years.

• Given RDI REIT’s scale and constrained access to capital, Starwood therefore believes

the next stage of RDI REIT’s evolution will be better suited to ownership under the

control of Starwood.

• Starwood and Bidco have committed to fully safeguard the existing employment rights

of the management and employees of RDI REIT, including regarding pensions, in

accordance with applicable law.

Recommendation

• The Independent RDI REIT Directors, who have been so advised by J.P. Morgan

Cazenove and Peel Hunt as to the financial terms of the Acquisition, consider the terms

of the Acquisition to be fair and reasonable. In providing their financial advice to the

Independent RDI REIT Directors, J.P. Morgan Cazenove and Peel Hunt have taken into

account the commercial assessments of the Independent RDI REIT Directors. Peel Hunt

is providing independent financial advice to the Independent RDI REIT Directors for

the purposes of Rule 3 of the Takeover Code.

• Accordingly, the Independent RDI REIT Directors intend to recommend unanimously

that, in the case of the Court Meeting, the Scheme Shareholders vote in favour of the

Scheme and, in the case of the General Meeting, RDI REIT Shareholders vote in favour

of the RDI REIT Resolutions (or, in the event that the Acquisition is implemented by

way of an Offer, to accept or procure acceptance of such Offer), as all Independent RDI

REIT Directors who hold RDI REIT Shares have irrevocably undertaken to do in

respect of their own beneficial holdings totalling 393,847 RDI REIT Shares

(representing approximately 0.10 per cent. of the existing issued ordinary share capital

of RDI REIT and approximately 0.15 per cent. of the Scheme Shares eligible to vote at

the Court Meeting, each as at 25 February 2021, being the last Business Day prior to

this announcement). Further details of these irrevocable undertakings (including the

circumstances in which they cease to be binding) are set out in Appendix 3 to this

announcement.

• Matthew Parrott is a director of RDI REIT but was appointed as a representative of

Starwood Funds and is also employed by Starwood and therefore has taken no part in

the consideration of the Acquisition by the Independent RDI REIT Directors.

Irrevocable undertakings

• With the irrevocable undertakings from the Independent RDI REIT Directors described

above, Bidco has procured irrevocable commitments to vote in favour of:

• the Scheme at the Court Meeting, including those from the Independent RDI

REIT Directors who own RDI REIT Shares, in respect of, in aggregate, 393,847

RDI REIT Shares (representing approximately 0.10 per cent. of the existing

issued ordinary share capital of RDI REIT and approximately 0.15 per cent. of

the Scheme Shares eligible to vote at the Court Meeting, in each case as at 25

February 2021, being the last Business Day prior to this announcement).

• the RDI REIT Resolutions (or in the event that the Acquisition is implemented

by an Offer, to accept or procure acceptance of such Offer), including those

from the Independent RDI REIT Directors who own RDI REIT Shares, in

respect of, in aggregate, 393,847 RDI REIT Shares (representing approximately

0.10 per cent. of the existing issued ordinary share capital of RDI REIT as at 25


• Further details of these irrevocable undertakings (including the circumstances in which

they cease to be binding) are set out in Appendix 3 to this announcement.

Information on Bidco and Starwood

• Bidco is a newly incorporated company, formed on behalf of Starwood Funds for the

purposes of the Acquisition.

• Starwood Capital Group is a private investment firm with a core focus on global real

estate, energy infrastructure and oil & gas. Starwood Capital Group and its affiliates

maintain 16 offices in seven countries around the world, and currently have

approximately 4,100 employees. Since its inception in 1991, Starwood Capital Group

has raised over $55 billion of equity capital, and currently has in excess of $70 billion

of assets under management. Starwood Capital Group has invested in virtually every

category of real estate on a global basis, opportunistically shifting asset classes,

geographies and positions in the capital stack as it perceives risk/reward dynamics to

be evolving. Over the past 29 years, Starwood Capital Group and its affiliates have

successfully executed an investment strategy that involves building enterprises in both

the private and public markets. Additional information can be found at

starwoodcapital.com.

Timetable and Conditions

• It is intended that the Acquisition will be implemented by way of a court-sanctioned



the Panel). In order to become Effective, the Scheme must be approved by a majority

in number of the Scheme Shareholders voting at the Court Meeting, either in person or

by proxy, representing at least 75 per cent. in value of the Scheme Shares voted and be

sanctioned by order of the Court. The implementation of the Scheme must also be

approved by the requisite majority of RDI REIT Shareholders at the General Meeting,

and a certified copy of the Court Order, together with a copy of the Scheme Document

and all documents required to be annexed thereto (if any), must be delivered to the

Companies Registry for registration within seven days after the making of the Court

Order, and the Companies Registry must register such documents on RDI REIT’s file,

upon which the Scheme will become Effective.

• The Conditions to the Acquisition are set out in full in Appendix 1 to this

announcement, together with certain other terms. The full terms and conditions will be

provided in the Scheme Document.

• It is expected that the Scheme Document, containing further information about the

Acquisition and notices of the Court Meeting and General Meeting, together with the

associated forms of proxy, will be posted to RDI REIT Shareholders within 28 days of

this announcement (or such later time as RDI REIT, Bidco and the Panel agree) and the

Meetings are expected to be held shortly thereafter. The Acquisition is currently

expected to complete during the second quarter of 2021, subject to approval of the RDI

REIT Shareholders, satisfaction or (where capable of waiver) the waiver of the

Conditions and the sanction of the Scheme by the Court. An expected timetable of key

events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Gavin Tipper, Chairman of RDI REIT said:

“Collectively the Board has carefully assessed Starwood’s proposed offer, taking into account

all relevant factors including the Company’s historic share price performance; the short to

medium term outlook for the real estate sectors in which the portfolio is invested, in particular

hotels and flexible workspace; and, given where we are in the cycle, the future ability of the

management to effectively implement the portfolio strategy and recycle capital to deliver on

the strategy in the current market.

While the Board believes in the quality of the portfolio and the strength of the management

team, the significant uncertainty regarding a market recovery, strategy execution and any

narrowing of the share price discount to NAV, means that we believe that recommending this

cash offer provides certainty of value and is in the best interest of our shareholders.”

Commenting on the Acquisition, Krysto Nikolic, Managing Director of Starwood and

Starwood’s Head of Real Estate Europe said:

“We are pleased to announce this Acquisition, which we believe represents an attractive

opportunity for investors to realise liquidity and a significant premium to the three month

volume weighted average price of 87.2 pence per RDI REIT Share. We look forward to

supporting RDI REIT and its management team going forward.”

This summary should be read in conjunction with the following announcement and the

Appendices. The Conditions to, and certain further terms of, the Acquisition are set out

in Appendix 1. The bases and sources for certain financial information contained in this

announcement are set out in Appendix 2. Details of the irrevocable undertakings received

by Bidco are set out in Appendix 3. Certain definitions and terms used in this

announcement are set out in Appendix 4.

Enquiries:

RDI REIT Tel: +44 (0) 207 811 0100

Stephen Oakenfull

Donald Grant

J.P. Morgan Cazenove (Lead Financial

Adviser and Joint Corporate Broker to

RDI REIT)

Tel: +44 (0) 207 742 4000

Bronson Albery

Celia Murray

Tara Morrison

Peel Hunt (Joint Financial Adviser and

Joint Corporate Broker to RDI REIT)

Tel: +44 (0) 20 7418 8900

Capel Irwin

Carl Gough

Michael Nicholson

James Britton

Java Capital Proprietary Limited (JSE

Sponsor and Corporate Adviser to RDI

REIT)

Tel: +27 11 722 3075

Kevin Joselowitz

Jean Tyndale- Biscoe

FTI Consulting (PR adviser to RDI REIT) Tel: +44 (0) 20 3727 1000

Dido Laurimore

Claire Turvey

[email protected]

Instinctif Partners (South Africa PR

adviser to RDI REIT)

Tel: +27 (0) 11 447 3030

Frederic Cornet

[email protected]

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

Kirkland & Ellis International LLP is acting as legal adviser to Starwood and Bidco, with

assistance from Appleby (Isle of Man) LLC as to matters of Isle of Man law.

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to RDI REIT, with

assistance from Simcocks Advocates Limited as to matters of Isle of Man law.

Further information

This announcement is for information purposes only and is not intended to and does not

constitute, or form part of, an offer to sell or subscribe for or an invitation to purchase or

subscribe for or otherwise acquire or dispose of any securities or the solicitation of any vote

or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any

sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the

Acquisition is implemented by way of an Offer, the Offer Document), which, together with the

forms of proxy, will contain the full terms and conditions of the Scheme, including details of

how to vote in respect of the Acquisition. RDI REIT Shareholders are advised to read the

Scheme Document (including the associated forms of proxy) (or, if the Acquisition is

implemented by way of an Offer, the Offer Document) carefully when it becomes available

because it will contain important information in relation to the Acquisition. Any decision in

respect of, or other response to, the Acquisition by RDI REIT Shareholders should be made

only on the basis of the information contained in the Scheme Document (and/or, in the event

that the Acquisition is to be implemented by way of an Offer, the Offer Document).

This announcement has been prepared for the purpose of complying with English and Isle of

Man law and the Takeover Code and the information disclosed may not be the same as that

which would have been disclosed if this announcement had been prepared in accordance with

the laws and regulations of jurisdictions outside the United Kingdom and the Isle of Man.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel,

the London Stock Exchange, the JSE and the FCA.

RDI REIT will prepare the Scheme Document to be distributed to the RDI REIT Shareholders.

RDI REIT urges RDI REIT Shareholders to read the Scheme Document carefully when it

becomes available because it will contain important information in relation to the Acquisition.

Any vote in respect of the resolutions to be proposed at the Court Meeting or the General

Meeting to approve the Acquisition and related matters should be made only on the basis of

the information contained in the Scheme Document.

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 service of this announcement shall

not give rise to any implication that there has been no change in the facts set forth in this

announcement since such date.

Important notices about financial advisers

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.

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 relation to the contents of, or matters referred to in, this

announcement.

Java Capital Proprietary Limited, which is authorised and regulated in South Africa by the

JSE, is 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 relation to the contents of, or matters referred to in, this

announcement.

Overseas Shareholders

This announcement has been prepared in accordance with English and Isle of Man law, the

Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency

Rules and information disclosed may not be the same as that which would have been prepared

in accordance with the laws of jurisdictions outside the UK and the Isle of Man. The release,

publication or distribution of this announcement in or into jurisdictions other than the UK, the

Isle of Man or South Africa may be restricted by law and therefore any persons who are subject

to the law of any jurisdiction other than the UK, the Isle of Man or South Africa should inform

themselves about, and observe, any applicable legal or regulatory requirements.

The availability of the Acquisition to RDI REIT Shareholders who are not resident in and

citizens of the UK, 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 UK, the Isle of Man or South Africa should inform themselves of, and observe,

any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability

of persons who are not resident in the United Kingdom, the Isle of Man or South Africa to vote

their RDI REIT Shares with respect to the Scheme at the Court Meeting and/or the General

Meeting, or to appoint another person as proxy to vote at the Court Meeting and/or the General

Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they

are located or to which they are subject. 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. Further

details in relation to Overseas Shareholders will be contained in the Scheme Document.

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 and no person may vote in favour of the Scheme by any such use, means,

instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so

would constitute a violation of the laws of 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 an Offer (unless otherwise permitted by applicable law and regulation), the 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 Offer may

not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in RDI REIT

The US holders of RDI REIT Shares should note that the Acquisition is being made by means

of a scheme of arrangement 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 UK 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 or that may be included in the Scheme

Document has been (or will be) prepared in accordance with generally accepted accounting

principles of the UK 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 an Offer. If, in the future, Bidco exercises its right to

implement the Acquisition by way of an Offer, and determine to extend the Offer into the United

States, such 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 an 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 judgement.

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 an Offer, before or during the period in which

such 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.

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.

Dealing and Opening Position 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. 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.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26.1 of the

Takeover Code will be available, subject to certain restrictions relating to persons resident in

Restricted Jurisdictions, on RDI REIT’s website at www.rdireit.com and on Bidco’s website at

www.projectcambridge.com promptly and in any event by no later than 12 noon on the

Business Day following the date of this announcement. The content of the websites referred to

in this announcement is not incorporated into and does not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, RDI REIT Shareholders, persons with

information rights and participants in RDI REIT Share Plans 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 at [email protected]. In accordance with Rule 30.3 of the Takeover Code,

a person so entitled may also request that all future documents, announcements and

information be sent to them in relation to the Acquisition should be in hard copy form. For

persons who receive a copy of this announcement in electronic form or via a website

notification, a hard copy of this announcement will not be sent unless so requested. Such

persons may also request that all future documents, announcements and information to be sent

to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take,

you are recommended to seek your own independent financial advice immediately from your

stockbroker, bank manager, solicitor, accountant or from an independent financial adviser

duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are

resident in the UK or duly authorised under the Financial Advisory and Intermediary Services

mailto:[email protected]

Act 37 of 2002 (as amended) if you are resident in South Africa or, if not, from an appropriately

authorised independent financial adviser.

Electronic Communications

Please be aware that 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 may be provided to Bidco during the offer period

as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.

Accordingly, figures shown for the same category presented in different tables may vary

slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of

figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, RDI REIT confirms that, as at 25 February

2021 (being the last Business Day prior to the date of this announcement), it had in issue

380,590,061 ordinary shares of 40 pence each (excluding shares held in treasury). The ISIN

for the shares is IM00BH3JLY32.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

26 February 2021

RECOMMENDED 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

1. Introduction

The board of SOF-12 Cambridge BidCo Limited (“Bidco”) and the independent

directors of RDI REIT P.L.C. (“RDI REIT”) are pleased to announce that they have

reached agreement on 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 (the “Acquisition”). As at 25

February 2021 (being the last Business Day prior to the date of this announcement)

Starwood Funds owned or controlled 112,597,728 RDI REIT Shares, representing

29.59 per cent. of RDI REIT’s issued share capital at such date.

It is intended that the Acquisition will be implemented by way of a court-sanctioned



the Panel). The Conditions to the Acquisition are set out in full in Appendix 1 to this

announcement.

2. The Acquisition

The Acquisition, which will be on the terms and subject to the conditions set out below

and in Appendix 1, and to be set out in the Scheme Document, will be made on the

following basis:

for each RDI REIT Share: 121.35 pence in cash (the “Cash Consideration”)

• The price per RDI REIT Share represents a premium of approximately:

• 33.1 per cent. to the Closing Price of 91.2 pence per RDI REIT Share on 25

February 2021 (being the last Business Day prior to the date of this

announcement);

• 39.2 per cent. to the three month volume weighted average price of 87.2 pence

per RDI REIT Share to 25 February 2021 (being the last Business Day before

the date of this announcement);

• 38.2 per cent. to the six month volume weighted average price of 87.8 pence per

RDI REIT Share to 25 February 2021 (being the last Business Day before the

date of this announcement); and

• 19.9 per cent. discount to the last reported EPRA NAV of 151.5 pence per RDI

REIT Share at 31 August 2020; and

• 16.8 per cent. discount to the last reported EPRA NNNAV of 145.9 pence per

RDI REIT Share at 31 August 2020.

• It should be noted that a revised valuation for the value of RDI REIT’s property

portfolio as at 28 February 2021 will be published pursuant to Rule 29 of the Takeover

Code in the Scheme Document.

• The Acquisition values the entire issued and to be issued share capital of RDI REIT at

approximately £467.9 million on a fully diluted basis.

• The Scheme Shares will be acquired pursuant to the Acquisition fully paid and free

from all liens, charges, equities, encumbrances, rights of pre-emption and any other

interests of any nature whatsoever and together with all rights attaching thereto,

including without limitation voting rights and the right to receive and retain in full all

dividends and other distributions (if any) announced, declared, made or paid, or any

other return of capital (whether by way of reduction of share capital or share premium

account or otherwise) made, on or after the Scheme Record Time other than any

dividend or distribution in respect of which the Cash Consideration has been reduced

in accordance with the terms of the Acquisition and as set out in this announcement.

• If, on or after the date of this announcement, any dividend and/or other distribution








dividend or other distribution and/or return of capital. Any reduction in the Cash





Time.

• The Cash Consideration is priced in pounds sterling. However, RDI REIT Shareholders

on the South African register will, as is required, receive any Cash Consideration due

to them under the terms of the Acquisition in South African Rand. The Scheme

Document will include further details in relation to this currency exchange.

• The RDI REIT Shares owned or controlled by Starwood Funds (being 112,597,728 RDI

REIT Shares as at 25 February 2021 (being the last Business Day prior to the date of

this announcement)) will not be Scheme Shares and will not require to be acquired by

Bidco pursuant to the Acquisition. Starwood Funds will not be permitted to vote such

RDI REIT Shares at the Court Meeting, but will be permitted to vote such RDI REIT

Shares at the General Meeting.

3. Background to and reasons for the Acquisition

Starwood Funds have maintained a significant strategic shareholding in RDI REIT

since July 2020.

Starwood believes that RDI REIT is well-managed and has an attractive and high-

quality real estate portfolio.

However, Starwood also notes the persistent discount to EPRA NAV on which RDI

REIT has traded over the last 3 years.

Given RDI REIT’s scale and constrained access to capital, Starwood therefore believes

the next stage of RDI REIT’s evolution will be better suited to ownership under the

control of Starwood.

Starwood has committed to fully safeguard the existing employment rights of the

management and employees of RDI REIT, including regarding pensions, in accordance

with applicable law.

4. Recommendation

The Independent RDI REIT Directors, who have been so advised by J.P. Morgan

Cazenove and Peel Hunt as to the financial terms of the Acquisition, consider the terms

of the Acquisition to be fair and reasonable. In providing their financial advice to the

Independent RDI REIT Directors, J.P. Morgan Cazenove and Peel Hunt have taken into

account the commercial assessments of the Independent RDI REIT Directors. Peel Hunt

is providing independent financial advice to the Independent RDI REIT Directors for

the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent RDI REIT Directors intend to recommend unanimously

that, in the case of the Court Meeting, the Scheme Shareholders vote in favour of the

Scheme and, in the case of the General Meeting, RDI REIT Shareholders vote in favour

of the RDI REIT Resolutions (or, in the event that the Acquisition is implemented by

way of an Offer, to accept or procure acceptance of such Offer), as all Independent RDI

REIT Directors who hold RDI REIT Shares have irrevocably undertaken to do in

respect of their own beneficial holdings totalling 393,847 RDI REIT Shares

(representing approximately 0.10 per cent. of the existing issued ordinary share capital

of RDI REIT and approximately 0.15 per cent. of the Scheme Shares eligible to vote at

the Court Meeting, each as at 25 February 2021, being the last Business Day prior to

this announcement). Further details of these irrevocable undertakings (including the

circumstances in which they cease to be binding) are set out in Appendix 3 to this

announcement.

Matthew Parrott is a director of RDI REIT but was appointed as a representative of

Starwood Funds and is also employed by Starwood and therefore has taken no part in

the consideration of the Acquisition by the Independent RDI REIT Directors.

5. Background to and reasons for the Recommendation

RDI REIT is an established UK REIT focused on delivering long term sustainable

income returns, backed by strong real estate fundamentals. RDI REIT has historically

invested in a diversified portfolio and employed above average levels of leverage to

drive income returns and generate distributions to shareholders.

Since 23 February 2018 RDI REIT has traded at a persistent discount to its EPRA NAV,

averaging 35.4 per cent. In the Board’s opinion, this discount existed for a number of

reasons including:

• A diversified portfolio that included a material exposure to the retail sector and

the related negative structural trends impacting the sector;

• Above average levels of leverage relative to the wider UK REIT sector;

• The historic high pay-out ratio of dividends relative to sustainable earnings;

• The share ownership structure; and

• Relatively low levels of liquidity in the Company’s shares.

In 2019 RDI REIT took a decision to rationalise the portfolio, reduce leverage and

implement a more sustainable dividend policy in order to deliver a simpler investment

proposition, a higher quality portfolio and a more sustainable dividend. RDI REIT has

made considerable progress in this regard.

Retail exposure has been reduced to 9.5 per cent of the portfolio through a strategic

disposal programme and investment activity has increased exposure to the distribution

and industrial sector to 28.8 per cent of the portfolio. At the same time, pro-forma

leverage has reduced to approximately 27.6 per cent, with RDI REIT having access to

cash and available facilities of approximately £275 million.

Based on 31 August 2020 valuations, the portfolio currently totals £857.4 million

comprised of Hotels (36.1 per cent), Industrial & Distribution (28.8 per cent), Offices

(25.6 per cent) and Retail (9.5 per cent), on a pro-forma basis, reflecting disposals

completed post 31 August 2020, and disposals exchanged but not yet completed

(including Bahnhof Altona, Hamburg).

Notwithstanding the progress against the strategic objectives and the significant

proportion of the balance sheet comprised of cash balances and the industrial and

distribution portfolio, the share price has continued to trade at a persistent discount to

RDI REIT’s EPRA NAV. The Covid-19 pandemic has had a material impact on the

operations of the Hotel and London serviced office portfolios which comprise 53.4 per

cent of the RDI REIT Group’s portfolio.

RDI REIT’s share price has traded at the following average discounts to its prevailing

EPRA NAV per share:

• 35.4% discount to EPRA NAV per share over the last 3 years;

• 48.1% discount to EPRA NAV per share over the last 1 year;

• 40.9% discount to EPRA NAV per share over the last 6 months; and

• 40.8% discount to EPRA NAV per share over the last 3 months.

The Independent RDI REIT Directors have carefully considered the long-term

prospects for the business and its assets, and expect that over time the performance of

RDI REIT may recover and the current share price discount to its EPRA NAV per share

may narrow.

In addition, the Independent RDI REIT Directors have assessed the current state of the

business and the opportunities to deploy capital in order to create value over the

medium term, as well as the possibility of returning capital to shareholders.

In considering these options, the Independent RDI REIT Directors have been mindful

that some of the strategic initiatives they would like to pursue may not have the support

of Starwood Funds, which have a 29.59 per cent shareholding and are represented on

the Board.

The Independent RDI REIT Directors also recognise the short and medium term risks

posed by the uncertain trajectory of the recovery from the Covid-19 pandemic and the

associated macro-economic risks, as well as the risks specific to RDI REIT including:

• a potential continuation of the persistent discount to EPRA NAV per share at

which RDI REIT’s shares have historically traded;

• the execution risk attached to a medium term business plan, including the ability

to make attractive investments in RDI REIT’s preferred sectors;

• a reduction in scale and liquidity as a result of any capital return strategy; and

• continuing uncertainty over the shape and speed of any recovery in Hotels and

Serviced Offices, following the lifting of Covid-19 restrictions.

In arriving at its recommendation, the Independent RDI REIT Directors have carefully

assessed the risk-adjusted returns that may be generated as an independent company

against the certainty of execution of the Acquisition, which would provide RDI REIT’s

shareholders with a full cash exit at a significant premium of approximately 33.1 per

cent. to RDI REIT’s Closing Price of 91.2 pence on 25 February 2021 (being the last

Business Day prior to the date of this Announcement).

6. Irrevocable undertakings

Independent RDI REIT Directors

As described above, Bidco has received irrevocable undertakings to vote (or, where

applicable, procure voting) in favour of the resolutions relating to the Acquisition at the

Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or

procure acceptance of such Offer) from all of the Independent RDI REIT Directors who

own RDI REIT Shares, in respect of their own beneficial holdings totalling 393,847

RDI REIT Shares (representing approximately 0.10 per cent. of the existing issued

ordinary share capital of RDI REIT and approximately 0.15 per cent. of the Scheme

Shares eligible to vote at the Court Meeting, in each case as at 25 February, being the

last Business Day prior to this announcement).

In total therefore, Bidco has procured irrevocable commitments to vote in favour of:

• the Scheme at the Court Meeting, including those from the Independent RDI

REIT Directors who own RDI REIT Shares, in respect of, in aggregate, 393,847

RDI REIT Shares (representing approximately 0.10 per cent. of the existing

issued ordinary share capital of RDI REIT and approximately 0.15 per cent. of

the Scheme Shares eligible to vote at the Court Meeting, in each case as at 25


• the RDI REIT Resolutions (or in the event that the Acquisition is implemented

by an Offer, to accept or procure acceptance of such Offer), including those

from the Independent RDI REIT Directors who own RDI REIT Shares, in

respect of, in aggregate, 393,847 RDI REIT Shares (representing approximately

0.10 per cent. of the existing issued ordinary share capital of RDI REIT as at 25


Further details of these irrevocable undertakings are set out in Appendix 3 to this

announcement.

7. Information relating to Bidco and Starwood

Bidco

Bidco is a newly incorporated Guernsey private limited company, formed on behalf of

Starwood Funds for the purposes of the Acquisition. Bidco has not traded since the date

of its incorporation, nor has it entered into any obligations other than in connection with

the Acquisition.

Starwood

Starwood Capital Group is a private investment firm with a core focus on global real

estate, energy infrastructure and oil & gas. Starwood Capital Group and its affiliates

maintain 16 offices in seven countries around the world, and currently have

approximately 4,100 employees. Since its inception in 1991, Starwood Capital Group

has raised over $55 billion of equity capital, and currently has in excess of $70 billion

of assets under management. Starwood Capital Group has invested in virtually every

category of real estate on a global basis, opportunistically shifting asset classes,

geographies and positions in the capital stack as it perceives risk/reward dynamics to

be evolving.

Over the past 29 years, Starwood Capital Group and its affiliates have successfully

executed an investment strategy that involves building enterprises in both the private

and public markets. Additional information can be found at starwoodcapital.com.

Starwood Funds control or own, 112,597,728 RDI REIT Shares representing

approximately per cent. of RDI REIT's issued share capital at close of business

on 25 February 2021 (being the last Business Day prior to the date of this

announcement).

For more information, visit starwoodcapital.com.

8. Information relating to RDI REIT

RDI REIT is incorporated and registered in the Isle of Man as a company limited by

shares under the IOM Act. RDI REIT has a primary listing on the Official List, is

admitted to trading on the London Stock Exchange, and has a secondary listing and

admission to trading on the Main Board of the JSE.

RDI REIT is a UK Real Estate Investment Trust with a diversified portfolio invested

principally in the UK. It is the holding company of the RDI REIT Group, which has

historically invested in a diversified portfolio of real estate assets and employed above

average levels of leverage to drive income returns and generate dividends to

shareholders.

Current trading

Trading update

Portfolio occupancy, excluding RBH managed hotels and London Serviced Offices,

remains high at 98.3 per cent. Asset management activity across the Office, Distribution

and Industrial portfolios has been largely unaffected by the market backdrop, with a

number of positive lease re-gears being completed since 31 August 2020. With UK

Retail exposure now limited to 5.3 per cent. of the RDI REIT Group’s portfolio on a

pro-forma basis, the impact of Covid-19 related restrictions in that sector has been

modest.

The restrictions imposed in November 2020 have deferred the anticipated recovery in

the RDI REIT Group’s operating assets, which has impacted earnings for the first six

months of the year. Revenue from operating assets is expected to remain under pressure

while strict travel restrictions remain in place. However, the roll-out of a Covid-19

vaccine provides greater visibility on a progressive recovery in occupancy in the second

half of the year.

Hotels

Trading across the Hotel portfolio has been set back as a result of the renewed

restrictions. Of the RDI REIT Group’s 13 RBH managed hotels, 4 are currently closed

to reduce operating costs. However, this is being constantly reviewed against local

demand, particularly for NHS related requirements as well as construction contracts.

Occupancy is anticipated to remain limited during the current lockdown, but experience

from the first lockdown has shown a relatively quick improvement in occupancy and

profitability once restrictions are lifted.

Rental income based on the CVA terms agreed with Travelodge continues to be paid in

full. The aggregate annual rent increased to £1.5 million from £1.1 million in January

2021 and will revert to the full pre CVA rent of £2.5 million in January 2022.

Distribution and Industrial

A number of key leasing deals have been completed since 31 August 2020.

A lease re-gear and a new lease has been completed with an existing tenant at

Kingsthorne Park, Kettering for an unexpired term of 15 years. The new rent of £0.2

million p.a. reflects an increase of 20.4 per cent. above the previous passing rent and

1.7 per cent. above ERV.

On the Kwik Fit portfolio, 24 leases were regeared to new 20-year unexpired terms,

with no rent free incentives and five yearly rent reviews to the higher of open market

rent and 1 per cent. compounded annually. All such leases were transferred into

European Tyre Enterprise Limited (ETEL), the parent company, further strengthening

the covenant. The leases on two units, with a total rent of £60,275 p.a., were surrendered

as part of the transaction and the units are in the process of being sold with vacant

possession.

Offices

Occupancy across the London Serviced Office portfolio is currently 66.9 per cent. (31

August 2020: 76.0 per cent.) with sales and renewal activity impacted by Covid-19

related restrictions. Following a positive increase in enquiries subsequent to the initial

lockdown, activity is expected to remain subdued until restrictions are relaxed. Clients

have been offered a 33 per cent. licence fee discount from January to March 2021 to

provide support whilst the Government’s work from home guidance remains in place.

Encouragingly, a number of clients who have not renewed licence fees have maintained

virtual office contracts and have indicated an intention to return once restrictions are

eased.

The remaining office portfolio has been largely unaffected with rent collection for the

December quarter now over 90 per cent..

Retail

Exposure to the retail sector has reduced to 9.5 per cent. of the RDI REIT Group’s

portfolio on a pro-forma basis, with only one retail asset, St George’s, Harrow,

remaining in the UK, representing 5.3 per cent of the portfolio by market value. The

remaining three retail assets in Germany are all subject to an ongoing disposal strategy

and are at various stages of negotiation.

Rent collection levels across both the UK and German retail portfolios have remained

broadly unchanged when compared to the September quarter at 54.1 per cent. and 93.5

per cent. respectively.

Rent collection

Approximately 87.9 per cent. of gross rental income or income due and demanded has

been collected for either the December quarter or the month of December where rents

are billed monthly.

Collection rates for past periods have continued to improve following negotiations and

the receipt of delayed payments. Average collection rates for rents due and demanded

(excluding RBH managed hotels) for all prior periods impacted by Covid-19 up to

September 2020 now exceeds 95 per cent.

Rent collection summary

December quarter

Annualised gross

rental income

£m(1)

% of rent collected

– adjusted(2)

31 December 2020

Offices 7.1 90.5

Distribution and Industrial 15.3 90.8

Retail 6.3 54.1

UK total (excl. UK Hotels and LSO) 28.7 86.5

Europe 7.3 93.1

Total (excl. UK Hotels and LSO) 36.0 87.1

RBH Managed Hotels 8.9 -

Travelodge portfolio 1.5 100.0

London Serviced Offices 8.5 93.5

Total(3) 54.9 87.9

(1) Annualised gross rental income as at 31 December 2020. RBH Managed Hotels and London

Serviced Offices annualised gross rental income is based on prior year EBITDA.

(2) Rent collections adjusted for certain tenants which have indicated they are paying monthly and have

paid one third of quarterly rent demanded.

(3) % of rent collected excludes RBH managed hotels.

Valuations

The RDI REIT Group’s portfolio will be revalued as at 28 February 2021 and it is

intended that the valuations will be included in the Scheme Document, in accordance

with the requirements of Rule 29 of the Takeover Code.

Since 31 August 2020, there has been continued divergence in performance between

different real estate sectors, in large part as a result of the ongoing Covid-19 pandemic

and national lockdown in the UK.

RDI REIT anticipates a moderate reduction in value for the portfolio as a whole

reflecting a decline in capital values for Hotels, London Serviced Offices and the

remaining UK retail exposure, partially offset by an increase in value for Distribution

and Industrial portfolio.

9. Strategic plans, management, employees, pensions, research and development and

locations

Strategic plans

Starwood intends to leverage its experience as a global real estate investor across a

range of sectors to assist RDI REIT in navigating the challenging circumstances and

outlooks to which its diverse holding of assets (such as retail, hospitality and serviced

offices) are currently exposed. This will allow RDI REIT to focus on the effective

management of its business and assets, supported by Starwood’s access to capital. As

a public company, RDI REIT’s access to capital has been constrained due its persistent

discount to NAV, and has suffered from the costs and constraints associated with being

a publicly owned company.

Consistent with market practice, Bidco has been granted access to RDI REIT’s senior

management for the purposes of confirmatory due diligence and have worked as closely

as permissible with the RDI REIT management team to understand the key areas of

their strategy and plans for the business. Following completion of the Acquisition of

RDI REIT, Bidco intends to work with RDI REIT’s management team to undertake a

detailed evaluation of the RDI REIT Group. Bidco expects that this evaluation will be

completed within approximately six months from the Effective Date. The evaluation

will include:

• reviewing RDI REIT management’s ongoing rationalisation strategy to dispose

of non-core assets;

• supporting RDI REIT management’s ongoing strategic review of the hotel

portfolio and considering both the short and long term objectives of the hotel

business;

• reviewing the serviced office and industrial portfolios and opportunities for

further capital allocation; and

• assessing potential value accretion that will support RDI REIT's rationalisation

and overall strategy.

Bidco has not yet formulated a detailed assessment of the expected impacts of this

review but any headcount reductions that result as a consequence will be mainly

targeted at operational and administrative functions and are not expected to be

significant.

Employees and management

Bidco recognises the quality of RDI REIT’s management team and employees and their

importance to the future success of RDI REIT. Bidco also believes that RDI REIT’s

management team has been an integral component of its historical success, and their

continued participation will be a key element to the success of RDI REIT following

completion of the Acquisition. Bidco also attaches great importance to the skills and

experience of the existing employees of RDI REIT and believes they will continue to

contribute to the success of the RDI REIT Group following completion of the

Acquisition.

As part of the post-Acquisition evaluation referred to above, Bidco intends to carry out

a review of RDI REIT's organisational structure and headquarters functions in order to

assess the efficiency of RDI REIT's business operations which could include a

reallocation or reduction in headcount. In addition, once RDI REIT ceases to be listed

on both the London Stock Exchange and the JSE, there may be certain corporate and

support functions associated with operating the business which are no longer required

or are reduced in scope under ownership of Bidco, which will potentially require

reduced headcount in these areas. However, Bidco has not yet developed detailed

proposals in respect thereof.

The finalisation and implementation of any such workforce reductions or reallocations

will be subject to comprehensive planning and appropriate engagement with relevant

stakeholders before any proposals are finalised, including with affected employees and

any appropriate employee representative bodies in accordance with the legal

obligations of the RDI REIT Group. Any headcount reductions resulting from such

rationalisation will be mainly targeted at operational and administrative functions and

are not expected to be significant.

Bidco will discuss and explore with the RDI REIT management team whether it is

possible for individuals in affected roles to be reassigned or relocated to other

appropriate roles within RDI REIT. Any affected individuals will be treated with utmost

respect and dignity, in line with RDI REIT’s high standards and strong corporate values.

The non-executive directors of RDI REIT will each be expected to resign from his or

her office as an RDI REIT Director upon the Scheme becoming Effective.

Save as set out above, BidCo does not expect any material change in the balance of

skills and functions of employees and management of RDI REIT.

Existing rights and pensions

Bidco confirms that following completion of the Acquisition, the existing contractual

and statutory employment rights, including in relation to pensions, of all RDI REIT

employees and management will be fully safeguarded in accordance with applicable

law and, save as set out above, Bidco does not intend to make any material changes to

the conditions of employment, unless otherwise agreed with the relevant employee.

Incentive arrangements

Bidco has not entered into, and has not had discussions on any proposal to enter into,

any form of incentivisation or other arrangements with members of RDI REIT’s

management team. It is Bidco’s intention to put in place appropriate arrangements for

the management of RDI REIT following completion of the Acquisition but Bidco does

not intend to have any such discussions prior to completion of the Acquisition.

Headquarters, locations, fixed assets and research and development

Following the Acquisition, Bidco intends that RDI REIT will continue to operate as a

standalone business group. Bidco does not intend to make any material restructurings

or changes in the location of RDI REIT’s headquarters and headquarter functions, and

intends to maintain such headquarters in the UK.

Fixed assets

As noted above, Bidco intends to evaluate the RDI REIT management team’s ongoing

rationalisation strategy to dispose of non-core assets. Bidco expects that, should any

disposals be made, such disposals will be consistent with RDI REIT’s current strategy.

Research & Development

RDI REIT has no research and development function and Bidco has no plans in this

regard.

Trading facilities

RDI REIT has a primary listing on the Official List, is admitted to trading on the

London Stock Exchange, and has a secondary listing and admission to trading on the

Main Board of the JSE. As set out in paragraph 15 below, a request will be made to: (a)

the London Stock Exchange and the FCA respectively to cancel trading in RDI REIT

Shares and de-list RDI REIT from the Official List; (b) the JSE for the cancellation of

the listing of RDI REIT Shares on the Main Board of the JSE, each with effect from or

shortly after the Effective Date and (c) The International Stock Exchange Authority

Limited for the RDI REIT Shares to be admitted to trading on The International Stock

Exchange in Guernsey (or another “recognised stock exchange” (as defined in section

1137 of the Corporation Tax Act 2010)).

The Independent RDI REIT Directors have given due consideration to Bidco’s stated

intentions and assurances noted above in deciding to recommend the Acquisition.

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule

19.5 of the Takeover Code.

10. Financing of the Acquisition

The Cash Consideration payable to the Scheme Shareholders under the terms of the

Acquisition will be financed entirely by equity to be invested by funds managed and/or

advised by Starwood pursuant to the terms of the Equity Commitment Letter.

Eastdil Secured as Financial Adviser to Bidco is satisfied that sufficient resources are

available to Bidco to satisfy in full the Cash Consideration payable to the Scheme

Shareholders under the terms of the Acquisition.

11. Offer-related arrangements

Confidentiality Agreement

On 19 February 2021, RDI REIT and Starwood Capital European Operations Limited

(“Starwood Europe”) entered into a confidentiality agreement (the “Confidentiality

Agreement”) in relation to the Acquisition, pursuant to which, amongst other things,

both parties have undertaken to: (a) subject to certain exceptions, keep information

relating to the other and the Acquisition confidential and not to disclose it to third

parties; and (b) use such confidential information only in connection with the

Acquisition. These confidentiality obligations will remain in force for a period of 18

months from the date of the Confidentiality Agreement (or, if earlier, the completion of

the Acquisition). The Confidentiality Agreement contains standstill provisions which

restricted Starwood Europe and controlled affiliates of Starwood and any person acting

in concert with Starwood from acquiring or offering to acquire interests in certain

securities of RDI REIT; those restrictions ceased to apply on the making of this

announcement.

12. Disclosure of interests in RDI REIT securities

As at the close of business on 25 February 2021 (being the last Business Day prior to

the date of this announcement), other than: (i) the disclosures set out in this paragraph

12; and (ii) the irrevocable undertakings referred to in paragraph 6 of this

announcement, neither Bidco nor any director of Bidco nor, so far as Bidco is aware,

any person acting, or deemed to be acting, in concert with Bidco, had:

(a) an interest in, or right to subscribe for, relevant securities of RDI REIT;

(b) any short position in (whether conditional or absolute and whether in the money

or otherwise), including any short position under a derivative, any agreement to

sell or any delivery obligation or right to require another person to purchase or

take delivery of, relevant securities of RDI REIT;

(c) procured an irrevocable commitment or letter of intent to accept the terms of

the Acquisition in respect of relevant securities of RDI REIT; or

(d) borrowed, lent or entered into any financial collateral arrangements (save for

any borrowed shares which had been either on-lent or sold) or dealing

arrangements of the kind referred to in Note 11 on the definition of acting in

concert in the Takeover Code in respect of any relevant securities of RDI REIT.

Other than the irrevocable undertakings described in paragraph 6 of this announcement,

no arrangement exists between Bidco or RDI REIT or any person acting in concert with

Bidco or RDI REIT in relation to RDI REIT Shares. For these purposes, an arrangement

includes any indemnity or option arrangement, and any agreement or any

understanding, formal or informal, of whatever nature, relating to RDI REIT Shares

which may be an inducement to deal or refrain from dealing in such securities.

In this paragraph 12, “relevant securities of RDI REIT” means RDI REIT Shares and

securities convertible into, or rights to subscribe for, options (including traded options)

in respect thereof and derivatives referenced thereto.

Holdings in RDI REIT by Starwood

Starwood Funds own or control 112,597,728 RDI REIT Shares, representing

approximately 29.59 percent. of the voting rights attributable to RDI REIT’s issued

share capital as at 25 February 2021 (being the last Business Day prior to the date of

this announcement).

13. RDI REIT Share Plans

Participants in the RDI REIT Share Plans will be contacted regarding the effect of the

Acquisition on their options and awards, as relevant, under the RDI REIT Share Plans

and an appropriate proposal will be made to such participants which reflects their

options and/or awards under the RDI REIT Share Plans in due course.

14. Scheme process and Conditions to the Acquisition

It is intended that the Acquisition shall be implemented by way of a Court-sanctioned

scheme of arrangement between RDI REIT and the Scheme Shareholders under

Chapter 2 of Part X of the IOM Act. Bidco reserves the right to effect the Acquisition

by way of an Offer, subject to the consent of the Panel.

The effect of the Scheme is to provide for Bidco to become the holder of the entire

issued and to be issued ordinary share capital of RDI REIT not already owned or

controlled by Starwood Funds. This is to be achieved by the transfer of the Scheme

Shares to Bidco, in consideration for which the Scheme Shareholders who are on the

register of members at the Scheme Record Time shall receive the Cash Consideration

on the basis set out in paragraph 2 above. The procedure involves, among other things,

an application by RDI REIT to the Court to sanction the Scheme.

To become Effective, the Scheme requires, among other things, the approval of a

majority in number representing not less than 75 per cent. in value of the relevant

Scheme Shareholders present and voting in person or by proxy at the Court Meeting,

which is convened by order of the Court, and the passing of the RDI REIT Resolutions

by the requisite majority of RDI REIT Shareholders at the General Meeting (which will

require the approval of RDI REIT Shareholders representing at least 75 per cent. of the

votes cast at the General Meeting either in person or by proxy). The Scheme must also

be sanctioned by the Court (with or without modification, on terms agreed by Bidco

and RDI REIT) and, following such sanction, a certified copy of the Court Order,

together with a copy of the Scheme Document and all documents required to be

annexed thereto (if any), must be delivered to the Companies Registry for registration

within seven days after the making of the Court Order, and the Companies Registry

must register such documents on RDI REIT’s file, upon which the Scheme will become

Effective.

The Conditions in paragraph 2 of Appendix 1 of to this announcement provide that the

Scheme will lapse if:

• the Court Meeting and the General Meeting are not held by the 22nd day after

the expected date of the Court Meeting to be set out in the Scheme Document

in due course (or such later date as may be agreed between Bidco and RDI

REIT, and as the Court may allow);

• the Sanction Hearing to approve the Scheme is not held by the 22nd day after

the expected date of the Sanction Hearing to be set out in the Scheme Document

in due course (or such later date as may be agreed between Bidco and RDI

REIT, and as the Court may allow); and

• the Scheme does not become effective by 11.59 p.m. on the Long Stop Date (or

such later date as may be agreed between Bidco and RDI REIT and the Panel

and as the Court may allow).

If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of

being satisfied by the date specified therein, Bidco shall make an announcement

through a Regulatory Information Service as soon as practicable and, in any event, by

not later than 8.00 a.m. on the Business Day following the date so specified, stating

whether Bidco has invoked that Condition other than the third bullet above, (where

applicable) waived that Condition or, with the agreement of RDI REIT, specified a new

date by which that Condition must be satisfied.

Once the necessary approvals from RDI REIT Shareholders and Scheme Shareholders

have been obtained and the other Conditions have been satisfied or (where applicable)

waived and the Scheme has been sanctioned by the Court, a certified copy of the Court

Order , together with a copy of the Scheme Document and all documents required to be

annexed thereto (if any), must be delivered to the Companies Registry for registration

within seven days after the making of the Court Order, and the Companies Registry

must register such documents on RDI REIT’s file, upon which the Scheme will become

Effective. Subject to the satisfaction or (where applicable) waiver of the Conditions,

the Scheme is currently expected to become Effective during the second quarter of

2021. An expected timetable of key events relating to the Acquisition and details of

actions to be taken by RDI REIT Shareholders will be provided in the Scheme

Document.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme

Shareholders, irrespective of whether or not they attended or voted at the Court Meeting

or the General Meeting (and if they attended and voted, whether or not they voted in

favour); and (ii) share certificates in respect of Scheme Shares will cease to be valid

and entitlements to RDI REIT Shares held within the CREST system or the STRATE

system will be cancelled and RDI REIT Shares will cease trading on the London Stock

Exchange and JSE.

The Cash Consideration will be despatched by or on behalf of Bidco to Scheme

Shareholders no later than 14 days after the Effective Date.

It is expected that the Scheme Document, containing further information about the

Acquisition and notices of the Court Meeting and General Meeting, together with the

associated forms of proxy, will be posted to RDI REIT Shareholders and, for

information only, to persons with information rights and to holders of awards granted

under the RDI REIT Share Plans, in March 2021 (or such later time as RDI REIT, Bidco

and the Panel agree) and the Meetings are expected to be held as soon as practicable

thereafter.

Any RDI REIT Shares issued before the Scheme Record Time will be subject to the

terms of the Scheme. The resolution(s) to be proposed at the General Meeting will,

amongst other matters, provide that the Articles be amended to incorporate provisions

requiring any RDI REIT Shares issued after the Scheme Record Time (other than to

Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms

as the Acquisition (other than terms as to timings and formalities). The provisions of

the Articles (as amended) will avoid any person (other than Bidco and its nominees)

holding shares in the capital of RDI REIT after the Effective Date.

Right to switch to an Offer

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an

alternative to the Scheme, subject to obtaining the consent of the Panel.

In such event, the Acquisition will be implemented on the same terms and conditions,

so far as applicable, as those which would apply to the Scheme (subject to appropriate

amendments for an acquisition being made by way of an Offer, including (without

limitation) the inclusion of an acceptance condition set at 75 per cent. of the voting

rights normally exercisable at a general meeting of RDI REIT (or such lesser percentage

as may be determined by Bidco after consultation with the Panel (if necessary), being

in any case more than 50 per cent. of the voting rights normally exercisable at a general

meeting of RDI REIT, including, for this purpose, any such voting rights attaching to

RDI REIT Shares that are issued before the Offer becomes or is declared unconditional

as to acceptances, whether pursuant to the exercise of any outstanding subscription or

conversion rights or otherwise). Further, if sufficient acceptances of the Offer are

received and/or sufficient RDI REIT Shares are otherwise acquired, it is the intention

of Bidco to apply the provisions of the IOM Act to compulsorily acquire any

outstanding RDI REIT Shares to which the Offer relates, and for the listing of RDI

REIT Shares on the London Stock Exchange and JSE to be cancelled.

15. Delisting, and cancellation of trading and re-listing

It is currently intended that the last day of dealings in, and for registration of transfers

of, RDI REIT Shares (other than the registration of the transfer of the Scheme Shares

to Bidco pursuant to the Scheme) will be the last Business Day prior to the Effective

Date (or, in the case of the JSE, three Business Days prior to the Effective Date),

following which all RDI REIT Shares will be suspended from the Official List and from

trading on the Main Market of the London Stock Exchange, and RDI REIT Shares will

be disabled in CREST and also suspended from trading on the Main Board of the JSE

and disabled in the STRATE system.

It is further intended that an application will be made to The International Stock

Exchange Authority Limited for the RDI REIT Shares to be admitted to trading on The

International Stock Exchange in Guernsey (or another “recognised stock exchange” (as

defined in section 1137 of the Corporation Tax Act 2010)), which admission is expected

to take place at 8:00 a.m. on the Business Day after the Effective Date, or shortly

thereafter.

Share certificates in respect of Scheme Shares will cease to be valid and should be

destroyed on the Effective Date. In addition, entitlements held within CREST or

STRATE to RDI REIT Shares will be cancelled on the Effective Date.

Applications will be made: (i) to the FCA for the cancellation of the listing of the RDI

REIT Shares on the Official List and to the London Stock Exchange for the cancellation

of the admission to trading of RDI REIT Shares on the Main Market of the London

Stock Exchange and (ii) the Main Board of the JSE for the cancellation of the listing

and trading of RDI REIT Shares on the JSE. It is expected that such delisting and

cancellation of admission to trading would take effect on the second Business Day after

the Effective Date or shortly thereafter.

No RDI REIT Shares were held as treasury shares as at the close of business on 25

February 2021 (being the last Business Day prior to the date of this announcement). If

any RDI REIT Shares are held as treasury shares as at the time the Scheme is

sanctioned, such treasury shares will be cancelled prior to the Scheme becoming

Effective.

16. Documents

Copies of the following documents will be available promptly on Bidco’s and RDI

REIT’s websites, subject to certain restrictions relating to persons resident in Restricted

Jurisdictions, at www.projectcambridge.com and www.rdireit.com respectively and in

any event by no later than noon on the Business Day following the date of this

Announcement:

(a) this announcement;

(b) the Confidentiality Agreement;

(c) the irrevocable undertakings referred to in paragraph 6 above;

(d) the written consents of J.P. Morgan Cazenove, Peel Hunt, Java Capital

Proprietary Limited and Eastdil Secured referred to in paragraph 17 below; and

(e) the Equity Commitment Letter.

The content of the websites referred to in this announcement is not incorporated into

and does not form part of this announcement.

17. General

The Acquisition will be on the terms and subject to the conditions set out herein and in

Appendix I, and to be set out in full in the Scheme Document. The formal Scheme

Document will be sent to shareholders of RDI REIT within 28 days of this

announcement (or on such later date as may be agreed with the Panel). The sources

and bases of calculation of certain information contained in this announcement are set

out in Appendix 2. Details of the irrevocable undertakings given in relation to the

Acquisition are set out in Appendix 3. Certain definitions and terms used in this

announcement are set out in Appendix 4.

This announcement and any rights or liabilities arising hereunder and the Acquisition

will be governed by English law and/or Isle of Man law (as applicable) and subject to

the applicable requirements of the Takeover Code, the Panel, the London Stock

Exchange, the JSE and the FCA.

J.P. Morgan Cazenove, Peel Hunt, Java Capital Proprietary Limited and Eastdil

Secured have each given and not withdrawn their consent to the publication of this

announcement with the inclusion herein of the references to their names in the form

and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe

for any securities.

Enquiries:

RDI REIT Tel: +44 (0) 207 811 0100

Stephen Oakenfull

Donald Grant

J.P. Morgan Cazenove (Lead Financial

Adviser and Joint Corporate Broker to

RDI REIT)

Tel: +44 (0) 207 742 4000

Bronson Albery

Celia Murray

Tara Morrison

Peel Hunt (Joint Financial Adviser and

Joint Corporate Broker to RDI REIT)

Tel: +44 (0)20 7418 8900

Capel Irwin

Carl Gough

Michael Nicholson

James Britton

Java Capital Proprietary Limited (JSE

Sponsor and Corporate Adviser to RDI

REIT)

Tel: +27 11 722 3075

Kevin Joselowitz

Jean Tyndale- Biscoe

FTI Consulting (PR adviser to RDI REIT) Tel: +44 (0) 20 3727 1000

Dido Laurimore

Claire Turvey

[email protected]

Instinctif Partners (South Africa PR

adviser to RDI REIT)

Tel: +27 (0) 11 447 3030

Frederic Cornet

[email protected]

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

Kirkland & Ellis International LLP is acting as legal adviser to Starwood and Bidco, with

assistance from Appleby (Isle of Man) LLC as to matters of Isle of Man law.

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to RDI REIT, with

assistance from Simcocks Advocates Limited as to matters of Isle of Man law.

Further information

This announcement is for information purposes only and is not intended to and does not

constitute, or form part of, an offer to sell or subscribe for or an invitation to purchase or

subscribe for or otherwise acquire or dispose of any securities or the solicitation of any vote

or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any

sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the

Acquisition is implemented by way of an Offer, the Offer Document), which, together with the

forms of proxy, will contain the full terms and conditions of the Scheme, including details of

how to vote in respect of the Acquisition. RDI REIT Shareholders are advised to read the

Scheme Document (including the associated forms of proxy) (or, if the Acquisition is

implemented by way of an Offer, the Offer Document) carefully when it becomes available

because it will contain important information in relation to the Acquisition. Any decision in

respect of, or other response to, the Acquisition by RDI REIT Shareholders should be made

only on the basis of the information contained in the Scheme Document (and/or, in the event

that the Acquisition is to be implemented by way of an Offer, the Offer Document).

This announcement has been prepared for the purpose of complying with English and Isle of

Man law and the Takeover Code and the information disclosed may not be the same as that

which would have been disclosed if this announcement had been prepared in accordance with

the laws and regulations of jurisdictions outside the United Kingdom and the Isle of Man.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel,

the London Stock Exchange, the JSE and the FCA.

RDI REIT will prepare the Scheme Document to be distributed to the RDI REIT Shareholders.

RDI REIT urges RDI REIT Shareholders to read the Scheme Document carefully when it

becomes available because it will contain important information in relation to the Acquisition.

Any vote in respect of the resolutions to be proposed at the Court Meeting or the General

Meeting to approve the Acquisition and related matters should be made only on the basis of

the information contained in the Scheme Document.

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 service of this announcement shall

not give rise to any implication that there has been no change in the facts set forth in this

announcement since such date.

Important notices about financial advisers

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.

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 relation to the contents of, or matters referred to in, this

announcement.

Java Capital Proprietary Limited, which is authorised and regulated in South Africa by the

JSE, is 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 relation to the contents of, or matters referred to in, this

announcement.

Overseas Shareholders

This announcement has been prepared in accordance with English and Isle of Man law, the

Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency

Rules and information disclosed may not be the same as that which would have been prepared

in accordance with the laws of jurisdictions outside the UK and the Isle of Man. The release,

publication or distribution of this announcement in or into jurisdictions other than the UK, the

Isle of Man or South Africa may be restricted by law and therefore any persons who are subject

to the law of any jurisdiction other than the UK, the Isle of Man or South Africa should inform

themselves about, and observe, any applicable legal or regulatory requirements.

The availability of the Acquisition to RDI REIT Shareholders who are not resident in and

citizens of the UK, 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 UK, the Isle of Man or South Africa should inform themselves of, and observe,

any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability

of persons who are not resident in the United Kingdom, the Isle of Man or South Africa to vote

their RDI REIT Shares with respect to the Scheme at the Court Meeting, or to appoint another

person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the

relevant jurisdictions in which they are located or to which they are subject. 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. Further details in relation to Overseas Shareholders will be

contained in the Scheme Document.

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 and no person may vote in favour of the Scheme by any such use, means,

instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so

would constitute a violation of the laws of 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 an Offer (unless otherwise permitted by applicable law and regulation), the 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 Offer may

not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in RDI REIT

The US holders of RDI REIT Shares should note that the Acquisition is being made by means

of a scheme of arrangement 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 UK 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 or that may be included in the Scheme

Document has been (or will be) prepared in accordance with generally accepted accounting

principles of the UK 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 an Offer. If, in the future, Bidco exercises its right to

implement the Acquisition by way of an Offer, and determine to extend the Offer into the United

States, such 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 an 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 judgement.

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 an Offer, before or during the period in which

such 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,

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.

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.

Dealing and Opening Position 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. 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.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26.1 of the

Takeover Code will be available, subject to certain restrictions relating to persons resident in

Restricted Jurisdictions, on RDI REIT’s website at www.rdireit.com and on Bidco’s website at

www.projectcambridge.com promptly and in any event by no later than 12 noon on the

Business Day following the date of this announcement. The content of the websites referred to

in this announcement is not incorporated into and does not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, RDI REIT Shareholders, persons with

information rights and participants in RDI REIT Share Plans 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 at [email protected]. For persons who receive a copy of this announcement

in electronic form or via a website notification, a hard copy of this announcement will not be

sent unless so requested. Such persons may also request that all future documents,

announcements and information to be sent to them in relation to the Acquisition should be in

hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take,

you are recommended to seek your own independent financial advice immediately from your

stockbroker, bank manager, solicitor, accountant or from an independent financial adviser

duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are

resident in the UK or duly authorised under the Financial Advisory and Intermediary Services

Act 37 of 2002 (as amended) if you are resident in South Africa or, if not, from an appropriately

authorised independent financial adviser.

Electronic Communications

Please be aware that 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 may be provided to Bidco during the offer period

as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

mailto:[email protected]

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.

Accordingly, figures shown for the same category presented in different tables may vary

slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of

figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, RDI REIT confirms that, as at 25 February

2021 (being the last Business Day prior to the date of this announcement), it had in issue

380,590,061 ordinary shares of 40 pence each (excluding shares held in treasury). The ISIN

for the shares is IM00BH3JLY32.

APPENDIX 1

CONDITIONS AND FURTHER TERMS OF THE TRANSACTION

Part A: Conditions to the Scheme and Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional and

becoming effective, subject to the provisions of the Takeover Code, by no later than

11.59 p.m. on the Long Stop Date, or such later date (if any) as Bidco and RDI REIT

may, with the consent of the Panel, agree and (if required) the Court may allow.

Conditions of the Scheme

2. The Scheme will be subject to the following Conditions:

(a) (i) its approval by a majority in number of Scheme Shareholders who are on the

register of members of RDI REIT (or the relevant class or classes thereof) at the

Voting Record Time, present and voting, whether in person or by proxy, at the

Court Meeting and at any separate class meeting which may be required (or any

adjournment thereof) and who represent not less than 75 per cent. in value of

the Scheme Shares voted by those Scheme Shareholders, and (ii) such Court

Meeting being held on or before the 22nd day after the expected date of the

Court Meeting to be set out in the Scheme Document in due course (or such

later date as may be agreed between Bidco and RDI REIT (and that the Court

may approve));

(b) (i) the RDI REIT Resolutions being duly passed by the requisite majority of

RDI REIT Shareholders at the General Meeting (or any adjournment thereof)

and (ii) such General Meeting being held on or before the 22nd day after the

expected date of the General Meeting to be set out in the Scheme Document in

due course (or such later date as may be agreed between Bidco and RDI REIT

(and that the Court may approve)); and

(c) (i) the sanction of the Scheme by the Court (with or without modification (but

subject to any such modification being acceptable to Bidco and RDI REIT)) and

the delivery of a certified copy of the Court Order, together with a copy of the

Scheme Document and all documents required to be annexed thereto (if any),

to the Companies Registry for registration within seven days after the making

of the Court Order and registration of such documents by the Companies

Registry; and (ii) the Sanction Hearing being held on or before the 22nd day

after the expected date of the Sanction Hearing to be set out in the Scheme

Document in due course (or such later date as may be agreed between Bidco

and RDI REIT (and that the Court may approve)).

General Conditions

3. In addition, Bidco and RDI REIT have agreed that, subject as stated in Part B below

and to the requirements of the Panel and in accordance with the Takeover Code, the

Acquisition will be conditional upon the following conditions and, accordingly, the

necessary actions to make the Scheme effective will not be taken unless the following

conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Other Third Party clearances

(a) no central bank, government or governmental, quasi-governmental, state or

local government, supranational, statutory, regulatory, environmental,

administrative, fiscal or investigative body, court, agency, association,

institution, environmental body, employee representative body or any other

body or person whatsoever in any jurisdiction (each a “Third Party”) having

given notice of a decision to take, institute, implement or threaten any action,

proceeding, suit, investigation, enquiry or reference, or having required any

action to be taken or otherwise having done anything or having enacted, made

or proposed any statute, regulation, decision, order or change to published

practice or having taken any other steps, and there not continuing to be

outstanding any statute, regulation, decision or order, which would or might

reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or proposed

acquisition of any shares or other securities in, or control or management

of, any member of the Wider RDI REIT Group by any member of the

Wider Bidco Group void, illegal and/or unenforceable in any

jurisdiction, or otherwise directly or indirectly prevent, prohibit, or

restrain, restrict, impede, challenge, materially delay or otherwise

interfere with the implementation of, or impose material additional

conditions or obligations with respect to, the Acquisition or the

acquisition of any shares or other securities in, or control or management

of, any member of the Wider RDI REIT Group by any member of the

Wider Bidco Group or require amendment of the Scheme;

(ii) require, prevent or materially delay the divestiture or alter the terms

envisaged for such divestiture by any member of the Wider Bidco Group

or by any member of the Wider RDI REIT Group of all or any part of

their businesses, assets or property or impose any limitation on the

ability of all or any of them to conduct their respective businesses (or

any part thereof) or to own, control or manage any of their respective

assets or properties (or any part thereof) in each case to an extent which

is material in the context of the Wider RDI REIT Group or Wider Bidco

Group (as applicable) taken as a whole or in the context of the

Acquisition;

(iii) impose any material limitation on, or result in a material delay in, the

ability of any member of the Wider Bidco Group directly or indirectly

to acquire or hold or to exercise effectively all or any rights of ownership

in respect of shares or other securities in RDI REIT (or any member of

the Wider RDI REIT Group) or on the ability of any member of the

Wider RDI REIT Group or any member of the Wider Bidco Group

directly or indirectly to hold or exercise effectively any rights of

ownership in respect of shares or other securities (or the equivalent) in,

or to exercise management control over, any member of the Wider RDI

REIT Group to an extent which is material in the context of the Wider

RDI REIT Group or Wider Bidco Group (as applicable) taken as a whole

or in the context of the Acquisition;

(iv) except pursuant to section 160 of the IOM Act and other than pursuant

to the implementation of the Acquisition, require any member of the

Wider Bidco Group or the Wider RDI REIT Group to acquire or offer

to acquire any shares, other securities (or the equivalent) or interest in

any member of the Wider RDI REIT Group or any asset owned by any

third party;

(v) require, prevent or delay a divestiture by any member of the Wider

Bidco Group of any shares or other securities (or the equivalent) in any

member of the Wider RDI REIT Group;

(vi) result in any member of the Wider RDI REIT Group ceasing to be able

to carry on business under any name under which it presently carries on

business which is material in the context of the Wider RDI REIT Group

taken as a whole or in the context of the Acquisition;

(vii) impose any limitation on the ability of any member of the Wider Bidco

Group or any member of the Wider RDI REIT Group to conduct,

integrate or co-ordinate all or any part of their respective businesses with

all or any part of the business of any other member of the Wider Bidco

Group and/or the Wider RDI REIT Group in a manner which is adverse

and material to the Wider Bidco Group and/or the Wider RDI REIT

Group, in either case, taken as a whole or in the context of the

Acquisition; or

(viii) except as Disclosed, otherwise adversely affect the business, assets,

value, profits, prospects or operational performance of any member of

the Wider RDI REIT Group or any member of the Wider Bidco Group

to an extent which is material in the context of the Wider RDI REIT

Group taken as a whole;

and all applicable waiting and other time periods (including any extensions

thereof) during which any such Third Party could decide to take, institute,

implement or threaten any such action, proceeding, suit, investigation, enquiry

or reference or take any other step under the laws of any jurisdiction in respect

of the Acquisition or proposed acquisition of any RDI REIT Shares or otherwise

intervene having expired, lapsed, or been terminated;

(b) all notifications, filings or applications which are necessary or reasonably

considered by Bidco to be appropriate having been made in connection with the

Acquisition and all necessary waiting and other time periods (including any

extensions thereof) under any applicable legislation or regulation of any

jurisdiction having expired, lapsed or been terminated (as appropriate) and all

statutory and regulatory obligations in any jurisdiction having been complied

with in respect of the Acquisition in each case where the direct consequence of

a failure to make such notification, filing or application or to wait for the expiry,

lapse or termination of any such waiting or other time period would be unlawful

in any relevant jurisdiction or have a material adverse effect on the Wider RDI

REIT Group, any member of the Wider Bidco Group or the ability of Bidco to

implement the Scheme;

(c) all Authorisations necessary or reasonably considered by Bidco to be

appropriate in any jurisdiction for or in respect of the Acquisition or the

proposed acquisition of any shares or other securities in, or control of, RDI

REIT by any member of the Wider Bidco Group having been obtained in

terms and in a form reasonably satisfactory to Bidco from all appropriate

Third Parties or (without prejudice to the generality of the foregoing) from any

person or bodies with whom any member of the Wider RDI REIT Group or

the Wider Bidco Group has entered into contractual arrangements where the

direct consequence of a failure to obtain such Authorisation would be

unlawful in any relevant jurisdiction or have a material adverse effect on the

Wider RDI REIT Group, any member of the Wider Bidco Group or the ability

of Bidco to implement the Acquisition and all such Authorisations (together

with all Authorisations necessary to carry on the business of any member of

the Wider RDI REIT Group in any jurisdiction which is material in the context

of the Wider Bidco Group or the Wider RDI REIT Group as a whole or of the

financing of the Acquisition) remaining in full force and effect and there being

no notice or intimation of an intention to revoke, suspend, restrict, modify or

not to renew such Authorisations, in each case at the time at which the Scheme

becomes otherwise unconditional in all respects;

(d) no temporary restraining order, preliminary or permanent injunction,

preliminary or permanent enjoinment, or other order issued and being in effect

by a court or other Third Party which has the effect of making the Acquisition

or any acquisition or proposed acquisition of any shares or other securities or

control or management of, any member of the Wider RDI REIT Group by any

member of the Wider Bidco Group, or the implementation of either of them,

void, voidable, illegal and/or unenforceable under the laws of any relevant

jurisdiction, or otherwise directly or indirectly prohibiting, preventing,

restraining, restricting, delaying or otherwise interfering with the completion or

the approval of the Acquisition or any matter arising from the proposed

acquisition of any shares or other securities in, or control or management of,

any member of the Wider RDI REIT Group by any member of the Wider Bidco

Group;

Confirmation of absence of adverse circumstances

(e) except as Disclosed, there being no provision of any arrangement, agreement,

licence, permit, franchise, lease or other instrument to which any member of the

Wider RDI REIT Group is a party or by or to which any such member or any of

its assets is or may be bound, entitled or subject or any event or circumstance

which, as a consequence of the Acquisition or the proposed acquisition by any

member of the Wider Bidco Group of any shares or other securities in RDI REIT

or because of a change in the control or management of any member of the

Wider RDI REIT Group or otherwise, would or might reasonably be expected

to result in any of the following, in each case to an extent which is material in

the context of the Wider RDI REIT Group taken as a whole or in the context of

the Acquisition:

(i) any monies borrowed by, or any other indebtedness, actual or contingent

of, or any grant available to, any member of the Wider RDI REIT Group

being or becoming repayable, or capable of being declared repayable,

immediately or prior to its or their stated maturity date or repayment

date, or the ability of any such member to borrow monies or incur any

indebtedness being withdrawn or inhibited or being capable of

becoming or being withdrawn or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of

the Wider RDI REIT Group or any member of the Wider Bidco Group

under any such arrangement, agreement, licence, permit, lease or

instrument or the interests or business of any member of the Wider RDI

REIT Group or any member of the Wider Bidco Group in or with any

other firm or company or body or person (or any agreement or

arrangement relating to any such business or interests) being, or

becoming capable of being, terminated or adversely modified or affected

or any onerous obligation or liability arising or any adverse action being

taken or arising thereunder;

(iii) any member of the Wider RDI REIT Group ceasing to be able to carry

on business under any name under which it presently carries on business

which is material in the context of the Wider RDI REIT Group;

(iv) any assets or interests of, or any asset the use of which is enjoyed by,

any member of the Wider RDI REIT Group being or falling to be

disposed of or charged or ceasing to be available to any such member or

any right arising under which any such asset or interest could be required

to be disposed of or charged or could cease to be available to any such

member of the Wider RDI REIT Group otherwise than in the ordinary

course of business;

(v) other than in the ordinary course of business, the creation or enforcement

of any mortgage, charge or other security interest over the whole or any

part of the business, property, assets or interest of any member of the

Wider RDI REIT Group or any such mortgage, charge or other security

interest (whenever created, arising or having arisen), being or becoming

enforceable;

(vi) the business, assets, value, financial or trading position, profits,

prospects or operational performance of any member of the Wider RDI

REIT Group being prejudiced or adversely affected;

(vii) the creation or acceleration of any liability (actual or contingent) by any

member of the Wider RDI REIT Group (including any material tax

liability) other than trade creditors or other liabilities incurred in the

ordinary course of business;

(viii) any liability of any member of the Wider RDI REIT Group to make any

severance, termination, bonus or other payment to any of its directors or

other officers other than in the ordinary course of business; or

(ix) any requirement on any member of the Wider RDI REIT Group to

acquire, subscribe, pay up or repay any shares or other securities (or the

equivalent).

Certain events occurring since 31 August 2020

(f) except as Disclosed, no member of the Wider RDI REIT Group having, since

31 August 2020:

(i) save as between RDI REIT and its wholly-owned subsidiaries or

between such wholly-owned subsidiaries and save for the issue or

transfer out of treasury of RDI REIT Shares on the exercise of options

or vesting of awards granted in the ordinary course under the RDI REIT

Share Plans, issued or agreed to issue or authorised or proposed or

announced its intention to authorise or propose the issue of additional

shares of any class, or securities or securities convertible into, or

exchangeable for, or rights, warrants or options to subscribe for or

acquire, any such shares or convertible securities or transferred or sold

or agreed to transfer or sell or authorised or proposed the transfer or sale

of RDI REIT Shares out of treasury;

(ii) other than to another member of the RDI REIT Group, recommended,

declared, paid or made or agreed to recommend, declare, pay or make

any bonus issue, dividend or other distribution (whether payable in cash

or otherwise);

(iii) save as between RDI REIT and its wholly-owned subsidiaries or

between such wholly-owned subsidiaries, merged with (by statutory

merger or otherwise) or demerged from or acquired any body corporate,

partnership or business or acquired or disposed of, or (other than in the

ordinary course of business) transferred, mortgaged or charged or

created any security interest over, any assets or any right, title or interest

in any asset (including shares and trade investments) or authorised,

proposed or announced any intention to do so, in each case to an extent

which is material in the context of the Wider RDI REIT Group taken as

a whole;

(iv) save as between RDI REIT and its wholly-owned subsidiaries or

between such wholly-owned subsidiaries, made, authorised, proposed or

announced an intention to propose any change in its loan capital to an

extent which is material in the context of the Wider RDI REIT Group

taken as a whole;

(v) issued, authorised or proposed or announced an intention to authorise or

propose the issue of, or made any change in or to the terms of, any

debentures or (save in the ordinary course of business and save as

between RDI REIT and its wholly-owned subsidiaries or between such

wholly-owned subsidiaries) incurred or increased any indebtedness or

become subject to any contingent liability to an extent which is material

in the context of the Wider RDI REIT Group taken as a whole or in the

context of the Acquisition;

(vi) entered into, varied, authorised or proposed entry into or variation of, or

announced its intention to enter into or vary, any contract, transaction,

arrangement or commitment (whether in respect of capital expenditure

or otherwise) (otherwise than in the ordinary course of business) which

is of a long term, unusual or onerous nature or magnitude or which

involves or could reasonably be expected to involve an obligation of

such nature or magnitude which is or would be reasonably likely to be

restrictive on the business of any member of the Wider RDI REIT Group

taken as a whole;

(vii) entered into any licence or other disposal of intellectual property rights

of any member of the Wider RDI REIT Group which are material in the

context of the Wider RDI REIT Group and outside the normal course of

business;

(viii) entered into, varied, authorised or proposed entry into or variation of, or

announced its intention to enter into or vary the terms of or made any

offer (which remains open for acceptance) to enter into or vary the terms

of, any contract, commitment, arrangement or any service agreement

with any director or senior executive of the Wider RDI REIT Group save

for salary increases, bonuses or variations of terms in the ordinary

course;

(ix) proposed, agreed to provide or modified the terms of any share option

scheme, incentive scheme, or other benefit relating to the employment

or termination of employment of any employee of the Wider RDI REIT

Group which, taken as a whole, are material in the context of the Wider

RDI REIT Group taken as a whole;

(x) (I) made, agreed or consented to or procured any change to: (a) the terms

of the trust deeds, rules, policy or other governing documents

constituting any pension scheme or other retirement or death benefit

arrangement established for the directors, former directors, employees

or former employees of any entity in the Wider RDI REIT Group or their

dependants and established by a member of the Wider RDI REIT Group

(a “Relevant Pension Plan”); (b) the basis on which benefits accrue,

pensions which are payable or the persons entitled to accrue or be paid

benefits, under any Relevant Pension Plan; (c) the basis on which the

liabilities of any Relevant Pension Plan are funded, valued or made; (d)

the manner in which the assets of any Relevant Pension Plan are

invested; (e) the basis or rate of employer contribution to a Relevant

Pension Plan; or

(II) entered into or proposed to enter into one or more bulk annuity

contracts in relation to any Relevant Pension Plan; or

(III) carried out any act: (a) which would or could reasonably be

expected to lead to the commencement of the winding up of any

Relevant Pension Plan; (b) which would or is reasonably likely to create

a material debt owed by an employer to any Relevant Pension Plan; (c)

which would or might accelerate any obligation on any employer to fund

or pay additional contributions to any Relevant Pension Plan; or (d)

which would or might, having regard to the published guidance of the

Pensions Regulator, give rise directly or indirectly to a liability in

respect of a Relevant Pension Plan arising out of the operation of

sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant

Pension Plan,

in each case to an extent which is material in the context of the Wider

RDI REIT Group taken as a whole or in the context of the Acquisition

and other than as required in accordance with applicable law;

(xi) changed the trustee or trustee directors or other fiduciary of any Relevant

Pension Plan;

(xii) entered into, implemented or effected, or authorised, proposed or

announced its intention to implement or effect, any joint venture, asset

or profit sharing arrangement, partnership, composition, assignment,

reconstruction, amalgamation, commitment, scheme or other transaction

or arrangement (other than the Scheme) otherwise than in the ordinary

course of business which is material in the context of the Wider RDI

REIT Group taken as a whole or in the context of the Acquisition;

(xiii) purchased, redeemed or repaid or announced any proposal to purchase,

redeem or repay any of its own shares or other securities or reduced or,

save in respect of the matters mentioned in sub-paragraph (i) above,

made any other change to any part of its share capital to an extent which

(other than in the case of RDI REIT) is material in the context of the

Wider RDI REIT Group taken as a whole;

(xiv) other than with respect to claims between RDI REIT and its wholly

owned subsidiaries (or between such subsidiaries), waived,

compromised, abandoned or settled any claim or regulatory proceeding

(whether actual or threatened and whether by or against any member of

the Wider RDI REIT Group) otherwise than in the ordinary course of

business and which is material in the context of the Wider RDI REIT

Group taken as a whole or in the context of the Acquisition;

(xv) made any alteration to its articles of association or other constitutional

documents (in each case, other than in connection with the Acquisition)

which is material in the context of the Wider RDI REIT Group taken as

a whole or in the context of the Acquisition;

(xvi) (other than in respect of a member of the Wider RDI REIT Group which

is dormant and was solvent at the relevant time) taken or proposed any

steps, corporate action or had any legal proceedings instituted or

threatened against it in relation to the suspension of payments, a

moratorium of any indebtedness, its winding-up (voluntary or

otherwise), dissolution, reorganisation or for the appointment of any

administrator, receiver, manager, administrative receiver, trustee or

similar officer of all or any of its assets or revenues or any analogous

proceedings in any jurisdiction or appointed any analogous person in

any jurisdiction or had any such person appointed which is material in

the context of the Wider RDI REIT Group taken as a whole or in the

context of the Acquisition;

(xvii) been unable or deemed unable under section 163(1) of the Isle of Man

Companies Act 1931, which applies to RDI REIT by virtue of section

182 of the IOM Act, or admitted in writing that it is unable, to pay its

debts or commenced negotiations with one or more of its creditors with

a view to rescheduling or restructuring any of its indebtedness, or having

stopped or suspended (or threatened to stop or suspend) payment of its

debts generally or ceased or threatened to cease carrying on all or a

substantial part of its business which is material in the context of the


(xviii) terminated or varied the terms of any agreement or arrangement between

any member of the Wider RDI REIT Group and any other person in a

manner which would or might reasonably be expected to have a material

adverse effect on the financial position of the Wider RDI REIT Group

taken as a whole;

(xix) having taken (or agreed or proposed to take) any action which requires,

or would require, the consent of the Panel or the approval of RDI REIT

Shareholders in general meeting in accordance with, or as contemplated

by, Rule 21 of the Takeover Code; or

(xx) entered into any contract, commitment, agreement or arrangement

otherwise than in the ordinary course of business or passed any

resolution or made any offer (which remains open for acceptance) with

respect to or announced an intention to, or to propose to, effect any of

the transactions, matters or events referred to in this Condition;

No material adverse change

(g) since 31 August 2020, and except as Disclosed, there having been:

(i) no adverse change or deterioration in the business, assets, value,

financial or trading position, profits, prospects or operational

performance of any member of the Wider RDI REIT Group to an extent

which is material to the Wider RDI REIT Group taken as a whole and

no circumstances have arisen which would or might reasonably be

expected to result in such adverse change or deterioration;

(ii) no litigation, arbitration proceedings, prosecution or other legal

proceedings including, without limitation, with regard to intellectual

property rights used by the Wider RDI REIT Group having been

threatened, announced, implemented or instituted by or against or

remaining outstanding against any member of the Wider RDI REIT

Group or to which any member of the Wider RDI REIT Group is or may

become a party (whether as claimant or defendant or otherwise) and no

enquiry, review, investigation or enforcement proceedings by, or

complaint or reference to, any Third Party against or in respect of any

member of the Wider RDI REIT Group having been threatened,

announced, implemented or instituted by or against, or remaining

outstanding in respect of, any member of the Wider RDI REIT Group

which, in any such case, has had or might be expected to have a material

adverse effect on the Wider RDI REIT Group taken as a whole;

(iii) no contingent or other liability having arisen, increased or become

apparent which has had or is reasonably likely to adversely affect the

business, assets, financial or trading position, profits, prospects or

operational performance of any member of the Wider RDI REIT Group

to an extent which is material to the Wider RDI REIT Group taken as a

whole;

(iv) no steps having been taken and no omissions having been made which

are reasonably likely to result in the withdrawal, cancellation,

termination or modification of any licence or permit held by any

member of the Wider RDI REIT Group, which is necessary for the

proper carrying on of its business and the withdrawal, cancellation,

termination or modification of which has had, or would reasonably be

expected to have, a material adverse effect on the Wider RDI REIT

Group taken as a whole; and

(v) no member of the Wider RDI REIT Group having conducted its business

in breach of any applicable laws and regulations which in any case is

material in the context of the Wider RDI REIT Group taken as a whole.

No discovery of certain matters

(h) except as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider

RDI REIT Group publicly announced or disclosed to any member of the

Wider Bidco Group at any time prior to this announcement by or on

behalf of any member of the Wider RDI REIT Group or to any of their

advisers is misleading, contains a misrepresentation of fact or omits to

state a fact necessary to make that information not misleading and which

was not subsequently corrected before the date of this announcement by

disclosure either publicly or otherwise to Bidco or its professional

advisers and which is, in any case, material in the context of the Wider

RDI REIT Group taken as a whole or in the context of the Acquisition;

(ii) that, since 31 August 2020, any member of the Wider RDI REIT Group

is subject to any liability, contingent or otherwise and which is material

in the context of the Wider RDI REIT Group taken as a whole; or

(iii) any information which affects the import of any information disclosed

at any time prior to this announcement by or on behalf of any member

of the Wider RDI REIT Group which is material in the context of the


Environmental liabilities

(i) except as Disclosed, Bidco not having discovered that:

(i) any past or present member of the Wider RDI REIT Group has failed to

comply with any and/or all applicable legislation or regulation or other

requirements of any jurisdiction with regard to the use, treatment,

handling, storage, carriage, disposal, spillage, release, discharge, leak or

emission of any waste or hazardous substance or any substance likely to

impair the environment (including property) or harm human health or

animal health or otherwise relating to environmental matters or the

health and safety of humans, or that there has otherwise been any such

use, treatment, handling, storage, carriage, disposal, spillage, release,

discharge, leak or emission (whether or not the same constituted a non-

compliance by any person with any such legislation or regulations, and

wherever the same may have taken place) any of which disposal,

spillage, release, discharge, leak or emission would be likely to give rise

to any liability (actual or contingent) or cost on the part of any member

of the Wider RDI REIT Group; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any

liability (actual or contingent) of any past or present member of the

Wider RDI REIT Group to make good, remediate, repair, reinstate or

clean up any property or any controlled waters now or previously

owned, occupied, operated or made use of or controlled by any such past

or present member of the Wider RDI REIT Group (or on its behalf) or

by any person for which a member of the Wider RDI REIT Group is or

has been responsible, or in which any such member may have or

previously have had or be deemed to have had an interest, under any

environmental legislation, common law, regulation, notice, circular or

order of any Third Party or to contribute to the cost thereof or associated

therewith or indemnify any person in relation thereto,

in each case, which is or would be material in the context of the Wider RDI

REIT Group taken as a whole;

Intellectual Property

(j) no circumstance having arisen or event having occurred in relation to any

intellectual property owned or used by any member of the Wider RDI REIT

Group which would have a material adverse effect on the Wider RDI REIT

Group taken as a whole or is otherwise material in the context of the

Acquisition;

Anti-corruption and sanctions

(k) except as Disclosed, Bidco not having discovered that:

(i) any past or present member, director, officer or employee of the Wider

RDI REIT Group or any other person that performs or has performed

services for or on behalf of any such entity and for whom the Wider RDI

REIT Group is liable is or has at any time engaged in any activity,

practice or conduct (or omitted to take any action) in contravention of

the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977,

as amended or any other applicable anti-corruption or anti-bribery law,

rule or regulation or any other applicable law, rule, or regulation

concerning improper payments or kickbacks;

(ii) any member of the Wider RDI REIT Group is found to have engaged in

activities constituting money laundering under any applicable law, rule,

or regulation concerning money laundering;

(iii) any member of the Wider RDI REIT Group, or any of their respective

directors, officers or employees, is ineligible to be (or any past member

of the Wider RDI REIT Group was, or any past director, officer or

employee who was at any time during the course of their engagement

with any past or present member of the Wider RDI REIT Group,

ineligible to be) awarded any contract or business under section 57 of

the Public Contracts Regulations 2015 or section 80 of the Utilities

Contracts Regulations 2016 (each as amended);

(iv) any past or present member, director, officer or employee of the Wider

RDI REIT Group, or any other person for whom any such person may

be liable or responsible, is or has engaged in any business or activity

with, or made any investments in, or made any funds or assets available

to or received any funds or assets from: (a) any government, entity or

individual in respect of which US, UK or European Union persons, or

persons operating in those territories, are prohibited from engaging in

activities or doing business, or from receiving or making available funds

or economic resources, by United States, UK or European Union laws

or regulations, including the economic sanctions administered by the US

Office of Foreign Assets Control, or HM Treasury in the UK; or (b) any

government, entity or individual targeted by any of the economic

sanctions of the United Nations, the United States, the UK, the European

Union or any of its member states; or

(v) a member of the RDI REIT Group has engaged in a transaction which

would cause any member of the Wider Bidco Group to be in breach of

any law or regulation on completion of the Acquisition, including but

not limited to the economic sanctions administered by the United States

Office of Foreign Assets Control or HM Treasury & Customs or any

government, entity or individual targeted by any of the economic

sanctions of the United Nations, United States, the UK or the European

Union or any of its member states or any other relevant government

authority.

No criminal property

(l) except as Disclosed, Bidco not having discovered that any asset of any member

of the Wider RDI REIT Group constitutes criminal property as defined by

section 340(3) of the Proceeds of Crime Act 2002 (but disregarding

paragraph (b) of that definition).

Part B: Further terms of the Acquisition

1. The Scheme will not become Effective unless the Conditions have been fulfilled or (to

the extent capable of waiver) waived or, where appropriate, have been determined by

Bidco to be or remain satisfied by no later than 11.59 p.m. on the Long Stop Date (or

such later date as agreed between RDI REIT and Bidco with the approval of the Court

and with the agreement of the Panel if required).

2. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco

reserves the right to waive, in whole or in part, all or any of the Conditions in Part A

above, except for Conditions 2(a)(i), 2(b)(i) and 2(c)(i) (Conditions of the Scheme)

which cannot be waived.

3. If any of the deadlines set out in Condition 2 of Part A above for the timing of the Court

Meeting, General Meeting or the Sanction Hearing is not met, Bidco shall make an

announcement by 7.00 a.m. on the Business Day following such deadline confirming

whether they have invoked or waived the relevant Condition or agreed with RDI REIT

to extend the deadline in relation to the relevant Condition.

4. Conditions 3(a) to (l) (inclusive) must each be fulfilled, determined by Bidco to be or

to remain satisfied or (if capable of waiver) be waived by Bidco by no later than 11.59

p.m. on the date immediately preceding the date of the Sanction Hearing, failing which

the Acquisition will lapse.

5. Bidco shall be under no obligation to waive or treat as satisfied any of the Conditions

that it is entitled (with the consent of the Panel) to waive or treat as satisfied, by a date

earlier than the latest date specified above for the fulfilment or waiver thereof,

notwithstanding that the other Conditions may at such earlier date have been waived or

fulfilled and that there are at such earlier date no circumstances indicating that any of

such Conditions may not be capable of fulfilment.

6. Each of the Conditions shall be regarded as a separate Condition and shall not be limited

by reference to any other Condition.

7. If Bidco is required by the Panel to make an offer for RDI REIT Shares under the

provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of

the above Conditions as are necessary to comply with the provisions of that Rule.

8. Under Rule 13.5(a) of the Takeover Code, Bidco will not invoke a Condition so as to

cause the Acquisition not to proceed, to lapse or to be withdrawn unless the

circumstances which give rise to the right to invoke the Condition are of material

significance to Bidco in the context of the Acquisition. The Conditions contained in

paragraphs 1 and 2 above and, if applicable, any acceptance condition in the event the

Acquisition is implemented by means of an Offer, are not subject to this provision of

the Takeover Code.

9. The Acquisition will lapse if: (a) in so far as the Acquisition or any matter arising from

or relating to the Scheme or Acquisition constitutes a concentration with a European

Union dimension within the scope of Council Regulation (EC) 139/2004, the European

Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EC)

139/2004 or (b) the Acquisition or any matter arising from or relating to the Scheme or

Acquisition becomes subject to a Phase 2 CMA Reference, in either case before the

later of the Court Meeting and the General Meeting. In such events, RDI REIT will not

be bound by the terms of the Scheme.

10. Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an

alternative to the Scheme (subject to the Panel’s consent). In such event, the Offer will

be implemented on the same terms and conditions, so far as applicable, as those which

would apply to the Scheme (subject to appropriate amendments for an acquisition being

made by way of an Offer, including (without limitation) compliance with JSE Listings

Requirements and the inclusion of an acceptance condition set at 75 per cent. of the

voting rights normally exercisable at a general meeting of RDI REIT (or such lesser

percentage as may be required by the Panel or determined by Bidco after consultation

with the Panel (if necessary), being in any case more than 50 per cent. of the voting

rights normally exercisable at a general meeting of RDI REIT, including, for this

purpose, any such voting rights attaching to RDI REIT Shares that are issued before the

Offer becomes or is declared unconditional as to acceptances, whether pursuant to the

exercise of any outstanding subscription or conversion rights or otherwise). Further, if

Bidco implemented the Acquisition by the Offer and if sufficient acceptances of the

Offer are received and/or sufficient RDI REIT Shares are otherwise acquired, it is the

intention of Bidco to apply the provisions of the IOM Act to compulsorily acquire any

outstanding RDI REIT Shares to which the Offer related.

11. The Scheme and any proxies in respect thereof will be governed by Isle of Man law

and subject to the jurisdiction of the Isle of Man courts and to the Conditions and further

terms set out above and to be set out in full in the Scheme Document. The Acquisition

will be subject to the applicable requirements of the Takeover Code, the Panel, the

London Stock Exchange, the JSE, the Listing Rules, the JSE Listings Requirements and

the FCA.

12. The Scheme Shares will be acquired under the Acquisition fully paid and free from all

liens, equities, charges, encumbrances, options, rights of pre-emption and any other

third party rights and interests of any nature and together with all rights now or hereafter

attaching or accruing to them, including (without limitation) voting rights and the right

to receive and retain in full all dividends and other distributions (if any) declared, made

or paid on or after the Scheme Record Time.

13. If, on or after the date of this announcement, any dividend and/or other distribution








dividend or other distribution and/or return of capital. To the extent that any such

dividend and/or distribution and/or other return of capital announced, declared, made

or paid is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to

receive the dividend or distribution or return of capital and to retain it; or (ii) cancelled,

then in either case the consideration payable in respect of the Acquisition will not be

subject to change in accordance with this paragraph. Any reduction in the Cash





Time.

14. The Acquisition will be subject, inter alia, to the Conditions and certain further terms

which are set out in this Appendix 1 and those terms which will be set out in the Scheme

Document and such further terms as may be required to comply with the Listing Rules,

the JSE Listings Requirements and the provisions of the Takeover Code.

15. The availability of the Acquisition to persons not resident in the United Kingdom, the

Isle of Man or South Africa may be affected by the laws of the relevant jurisdiction.

Any persons who are subject to the laws of, or are otherwise resident in, any jurisdiction

other than the United Kingdom, the Isle of Man or South Africa should inform

themselves about and observe any applicable requirements. Further information in

relation to Overseas Shareholders will be contained in the Scheme Document.

16. Unless otherwise determined by Bidco or required by the Takeover Code, the

Acquisition is not being made, directly or indirectly, in, into or from, or by use of the

mails of, or any means of instrumentality (including, without limitation, facsimile, e-

mail or other electronic transmission, telex or telephone) of interstate or foreign

commerce of, or any facility of a national, state or other securities exchange of, any

Restricted Jurisdiction and shall not be capable of acceptance by any such use, means,

instrumentality or facility or from within any Restricted Jurisdiction.

17. Bidco reserves the right, with the consent of RDI REIT, for any other entity directly or

indirectly owned by Bidco or by any fund managed or advised by Starwood from time

to time to implement the Acquisition.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated in this announcement:

1. the value attributed to the fully diluted issued share capital of RDI REIT is based on:

(a) 380,590,061 RDI REIT Shares in issue on 25 February 2021 (being the latest

practicable date prior to the date of this announcement); and

(b) 4,964,225 RDI REIT Shares which may be issued on or after the date of this

announcement to satisfy the exercise of options and vesting of awards outstanding

under the RDI REIT Share Plans as at 25 February 2021 (being the latest practicable

date prior to the date of this announcement for such figures); less

(c) 64,179 RDI REIT Shares as at 25 February 2021 (being the latest practicable date prior

to the date of this announcement for such figures) held by Redefine International

Management Holdings Limited which can be used to satisfy the exercise of options and

vesting of awards granted under the RDI REIT Share Plans;

2. all prices for RDI REIT Shares have been derived from the Daily Official List and

represent Closing Prices on the relevant date(s);

3. the six month daily Volume Weighted Average Price (“VWAP”) per RDI REIT Share

of 87.8 pence from 25 August 2020 until 25 February 2021 is derived from data

provided by Bloomberg;

4. the three month daily VWAP per RDI REIT Share of 87.2 pence from 25 November

2020 until 25 February 2021 is derived from data provided by Bloomberg; and

5. the financial information relating to RDI REIT is extracted (without material

adjustment) from the 2020 RDI REIT Annual Report.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

1. Directors

The following Independent RDI REIT Directors (being all Independent RDI REIT

Directors who hold RDI REIT Shares) have given irrevocable undertakings to vote in

favour of the resolutions relating to the Acquisition at the Meetings in respect of their

own beneficial holdings of RDI REIT Shares (or those RDI REIT Shares over which

they have control):

Name Total Number of

RDI REIT Shares(1)

Percentage of

existing issued

share capital

Gavin Tipper 101,726 0.03

Stephen Oakenfull 207,282 0.05

Donald Grant 84,839 0.02

Note:

1. These figures refer only to the RDI REIT Shares to which the relevant Independent RDI REIT Director

is beneficially entitled or otherwise able to control the exercise of the rights attaching thereto at 25

February 2021 (being the latest practicable date prior to the date of this announcement). Any options or

awards which are outstanding under the RDI REIT Share Plans are excluded, however, any shares

awarded under the RDI REIT Share Plans on or prior to the Effective Date would be included in the

scope of the irrevocable undertakings.

The irrevocable undertakings referred to in paragraph 1 above cease to be binding on

the earlier of the following occurrences (i) the Panel requires that Bidco not proceed, or

consents to Bidco not proceeding, with the Acquisition; (ii) the date on which any

competing offer for the entire issued and to be issued share capital of RDI REIT

becomes wholly unconditional or, if proceeding by way of a scheme or arrangement,

becomes effective; (iii) the Scheme or, if applicable, the Offer is withdrawn or, in the

case of a Scheme, does not become effective, or in the case of an Offer (if applicable)

does not become wholly unconditional, in each case in accordance with its terms,

provided that the reason is not because of Bidco electing to proceed by way of an Offer

rather than by way of a Scheme.

Except as set out above, the irrevocable undertakings described in paragraph 1 above

remain binding in the event of a competing offer.

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise

requires:

“2006 Act” the Companies Act 2006, as amended from

time to time

“2020 RDI REIT Annual

Report”

the annual report and audited accounts of the

RDI REIT Group for the year ended 31

August 2020

“Acquisition” the proposed cash acquisition by Bidco of

the entire issued and to be issued share

capital of RDI REIT (other than RDI REIT

Shares already held by Bidco, Starwood

Funds or their affiliates, if any), by means of

the Scheme (and other matters to be

considered at the Meetings), or, should

Bidco so elect (with the consent of the

Panel), by means of an Offer

“Articles” the articles of association of RDI REIT from

time to time

“associated undertaking” shall be construed in accordance with

paragraph 19 of Schedule 6 to The Large and

Medium-sized Companies and Groups

(Accounts and Reports) Regulations 2008

(SI 2008/410) but for this purpose ignoring

paragraph 19(1)(b) of Schedule 6 to those

regulations)

“Authorisations” authorisations, orders, grants, recognitions,

confirmations, consents, licences,

clearances, certificates, permissions,

exemptions or approvals, in each case of a

Third Party

“Bidco” SOF-12 Cambridge BidCo Limited, a

company owned by funds managed and/or

advised by Starwood

“Bidco Group” Bidco and its subsidiary undertakings and

where the context permits, each of them

“Board” the board of directors of RDI REIT

“Business Day” a day, not being a public holiday, Saturday

or Sunday, on which clearing banks in

London, the Isle of Man and Guernsey are

open for normal business

“Closing Price” the closing middle market price of a RDI

REIT Share as derived from the Daily

Official List on any particular date

“Companies Registry” the Isle of Man Companies Registry

“Conditions” the conditions to the Acquisition, as set out

in Part A of Appendix 1, and to be set out in

the Scheme Document

“Court” the High Court of Justice of the Isle of Man

“Court Meeting” the meeting(s) of Scheme Shareholders to be

convened at the direction of the Court

pursuant to section 157 of the IOM Act at

which a resolution will be proposed to

approve the Scheme, including any

adjournment, postponement or reconvention

thereof

“Court Order” the order of the Court sanctioning the

Scheme under section 157 of the IOM Act

“CREST” the relevant system (as defined in the

Regulations) in respect of which Euroclear is

the operator (as defined in the Regulations)

“Daily Official List” the daily official list of the London Stock

Exchange

“Disclosed” the information fairly disclosed by or on

behalf of RDI REIT: (i) in the 2020 RDI

REIT Annual Report; (ii) in this

announcement; (iii) in any other

announcement to a Regulatory Information

Service prior to the date of this

announcement; and (iv) in writing (including

via the virtual data room operated by or on

behalf of RDI REIT in respect of the

Acquisition) prior to the date of this

announcement to Bidco or its advisers (in

their capacity as such)

“Effective” in the context of the Acquisition: (i) if the

Acquisition is implemented by way of the

Scheme, the Scheme having become

effective pursuant to its terms; or (ii) if the

Acquisition is implemented by way of the

Offer, the Offer having been declared or

having become unconditional in all respects

in accordance with the requirements of the

Takeover Code

“Effective Date” the date on which the Acquisition becomes

Effective

“EPRA” European Public Real Estate Association

“Equity Commitment Letter” the equity commitment letter entered into

between each of Starwood Distressed

Opportunity Fund XII Global, L.P. and SOF-

12 International Master Fund SCSp on the

one hand, and Bidco on the other hand, dated

on the date of this announcement

“Euroclear” Euroclear UK & Ireland Limited

“Exchange Act” the US Securities and Exchange Act of 1934,

as amended and the rules and regulations

promulgated thereunder

“Excluded Shares” any RDI REIT Shares which, at the relevant

time, are beneficially owned by Starwood

Funds or their affiliates or the Wider Bidco

Group

“FCA” Financial Conduct Authority or its successor

from time to time

“FCA Handbook” the FCA’s Handbook of rules and guidance

as amended from time to time

“General Meeting” the general meeting of RDI REIT

Shareholders (including any adjournment,

postponement or reconvention thereof) to be

convened to consider and if thought fit pass

the RDI REIT Resolutions

“Independent RDI REIT

Directors”

the board of directors of RDI REIT other

than Matthew Parrott

“IOM Act” the Isle of Man Companies Act 2006, as

amended from time to time

“JSE” (i) JSE Limited, a public company

incorporated in accordance with the

laws of South Africa and licensed as

an exchange under the South African

Financial Markets Act, 19 of 2012; or

(ii) the securities exchange operated by

JSE Limited, as the context indicates

“JSE Listings Requirements” the Listings Requirements issued by the JSE

from time to time

“Listing Rules” the rules and regulations made by the FCA

under Part VI of the Financial Services and

Markets Act 2000, as amended, and

contained in the FCA’s publication of the

same name (as amended from time to time)

“London Stock Exchange” the London Stock Exchange plc or its

successor from time to time

“Long Stop Date” 26 August 2021 or such later date as may be

agreed between Bidco and RDI REIT and, if

required, with the Panel’s consent and as the

Court may allow

“Meetings” the Court Meeting and the General Meeting

“NAV” net asset value

“NNNAV” triple net asset value

“Offer” subject to the consent of the Panel, should

the Acquisition be implemented by way of a

takeover offer as defined in Chapter 3 of Part

28 of the 2006 Act, the offer to be made by

or on behalf of Bidco to acquire the entire

issued and to be issued share capital of RDI

REIT (reflecting any amendments made to

Chapter 1 of Part 28 of the 2006 Act as a

result of RDI REIT being a company

incorporated in the Isle of Man) and, where

the context admits, any subsequent revision,

variation, extension or renewal of such offer

“Offer Document” the document to be sent to Scheme

Shareholders and persons with information

rights containing the terms and conditions of

the Offer in the event Bidco effects the

Acquisition, with the consent of the Panel,

by way of an Offer

“Official List” the Official List of the FCA

“Overseas Shareholders” RDI REIT Shareholders (or nominees of, or

custodians or trustees for RDI REIT

Shareholders) who are resident in, ordinarily

resident in, or citizens of, jurisdictions

outside the United Kingdom or the Isle of

Man

“Panel” the Panel on Takeovers and Mergers

“Phase 2 CMA Reference” a reference of the Acquisition to the chair of

the CMA for the constitution of a group

under Schedule 4 to the Enterprise and

Regulatory Reform Act 2013

“PRA” Prudential Regulation Authority or its

successor from time to time

“RBH” RBH Hotel Group Limited

“RDI REIT” RDI REIT P.L.C.

“RDI REIT Group” RDI REIT and its subsidiary undertakings

and where the context permits, each of them

“RDI REIT Resolutions” such shareholder resolutions of RDI REIT as

are necessary to approve, implement and

effect the Scheme and the Acquisition,

including (without limitation) a resolution to

amend the articles of association of RDI

REIT by the adoption of a new article (in

terms approved by Bidco) under which any

RDI REIT Shares issued or transferred after

the General Meeting shall either be subject

to the Scheme or (after the Effective Date)

shall be immediately transferred to Bidco (or

as it may direct) in exchange for the same

consideration as is due under the Scheme

“RDI REIT Share Plans” the RDI REIT Long Term Performance

Share Plan, the RDI REIT Restricted Stock

Plan and the RDI REIT Senior Management

Short Term Incentive Plan (which is

constituted by an addendum to the service

agreements of the executive directors of RDI

REIT)

“RDI REIT Share(s)” the existing unconditionally allotted or

issued and fully paid ordinary shares of 40p

each in the capital of RDI REIT and any

further shares which are unconditionally

allotted or issued before the Scheme

becomes Effective but excluding in both

cases any such shares held or which become

held in treasury

“RDI REIT Shareholder(s)” holders of RDI REIT Shares

“Regulations” the Isle of Man Uncertificated Securities

Regulations 2006, as amended from time to

time

“Regulatory Information

Service”

a regulatory information service as defined

in the FCA Handbook

“REIT” a UK Real Estate Investment Trust under

Part 12 of the Corporation Tax Act 2010

“relevant securities” as the context requires, RDI REIT Shares,

other RDI REIT share capital and any

securities convertible into or exchangeable

for, and rights to subscribe for, any of the

foregoing

“Restricted Jurisdiction” any jurisdiction where local laws or

regulations may result in a significant risk of

civil, regulatory or criminal exposure if

information concerning the Acquisition is

sent or made available to RDI REIT

Shareholders in that jurisdiction

“Sanction Hearing” the Court hearing to sanction the Scheme

“Scheme” the proposed scheme of arrangement under

Chapter 2 of Part X of the IOM Act between

RDI REIT and the Scheme Shareholders,

with or subject to any modification, addition

or condition approved or imposed by the

Court and agreed by RDI REIT and Bidco

“Scheme Document” the document to be sent to Scheme

Shareholders and persons with information

rights containing, amongst other things, the

Scheme and notices of the Meetings and

proxy forms in respect of the Meetings,

including the particulars required by section

157(2) of the IOM Act, and any

supplementary scheme document

“Scheme Record Time” the time and date to be specified in the

Scheme Document, expected to be 6.00 p.m.

on the Business Day immediately prior to the

date of the Sanction Hearing or such other

time as Bidco and RDI REIT may agree

“Scheme Shareholders” holders of Scheme Shares and a “Scheme

Shareholder” shall mean any one of those

Scheme Shareholders

“Scheme Shares” all RDI REIT Shares:

(i) in issue at the date of the Scheme

Document and which remain in issue at the

Scheme Record Time;

(ii) (if any) issued after the date of the

Scheme Document but before the Voting

Record Time and which remain in issue at

the Scheme Record Time; and

(iii) (if any) issued at or after the Voting

Record Time but at or before the Scheme

Record Time Time on terms that the holder

thereof shall be bound by the Scheme or in

respect of which the original or any

subsequent holders thereof are, or shall have

agreed in writing to be, bound by the Scheme

and which remain in issue at the Scheme

Record Time,

but excluding, in any case, any Excluded

Shares at the Scheme Record Time

“SENS” or “Stock Exchange

News Service”

the Stock Exchange News Service of the JSE

“Starwood” Starwood Capital Group

“Starwood Funds” funds managed, controlled or advised by

Starwood or its affiliates

“STRATE” the settlement and clearing system used by

the JSE, managed by Strate Proprietary

Limited, a limited liability company duly

incorporated and registered under the laws of

South Africa under registration number

1998/022242/07, and licensed as a central

securities depository under the South

African Financial Markets Act, 19 of 2012

“subsidiary”, “subsidiary

undertaking” and “undertaking”

shall be construed in accordance with the

2006 Act

“Takeover Code” the City Code on Takeovers and Mergers,

issued by the Panel, as amended from time to

time

“UK” or “United Kingdom” United Kingdom of Great Britain and

Northern Ireland

“US” or “United States” the United States of America, its territories

and possessions, any state of the United

States of America, the District of Columbia,

and all other areas subject to jurisdiction

“Voting Record Time” the time and date to be specified in the

Scheme Document by reference to which

entitlement to vote on the Scheme will be

determined

“Wider Bidco Group” Bidco and its subsidiaries, subsidiary

undertakings and associated undertakings

and any other body corporate, partnership,

joint venture or person in which Bidco

and/or such undertakings (aggregating their

interests) have a direct or indirect interest of

more than 20 per cent. of the voting or equity

capital or the equivalent

“Wider RDI REIT Group” RDI REIT Group and its subsidiaries,

subsidiary undertakings and associated

undertakings and any other body corporate,

partnership, joint venture or person in which

RDI REIT and/or such undertakings

(aggregating their interests) have a direct or

indirect interest of more than 20 per cent. of

the voting or equity capital or the equivalent

“£” or “Sterling” Pounds sterling, the lawful currency for the

time being of the UK and references to

“pence” and “p” shall be construed

accordingly

“$” or “dollars” US dollars, the lawful currency of the United

States and references to “cents” and “c” shall

be construed accordingly

All times referred to are London time unless otherwise stated.

All references to a statutory provision or law or to any order or regulation shall be construed

as a reference to that provision, law, order or regulation as extended, modified, replaced or re-

enacted from time to time and all statutory instruments, regulations and orders from time to

time made thereunder and deriving validity therefrom.

References to the singular include the plural and vice versa.

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