RDI.L Regulatory News (RDI)

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

 25 March 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

On 26 February 2021, the independent directors of RDI REIT P.L.C. ("RDI REIT") and the board of SOF-12 Cambridge BidCo Limited ("Bidco") announced that they had 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"). The Acquisition is to be effected by means of a court sanctioned scheme of arrangement under Chapter 2 of Part X of the IOM Act (the "Scheme").

RDI REIT is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, is being published today and will be sent to RDI REIT Shareholders shortly.

The Scheme Document will be made available on RDI REIT's website at https://www.rdireit.com and at Bidco's website at www.projectcambridge.com and will also be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Scheme Document sets out, amongst other things, an explanatory statement, the full terms and conditions of the Scheme, an expected timetable of principal events, notices convening the Court Meeting and Extraordinary General Meeting and details of the actions to be taken by RDI REIT Shareholders.

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, each of 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 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 Extraordinary General Meeting, RDI REIT Shareholders vote in favour of the Special Resolution (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover 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 close of business on the Business Day before the date of the Scheme Document).

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.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Valuations

The RDI REIT Group's portfolio was revalued as at 28 February 2021 and those valuations are set out in Part 11 of the Scheme Document, in accordance with the requirements of Rule 29 of the Takeover Code.

Based on 28 February 2021 valuations (other than in the case of Bahnhof, Altona, Hamburg, as set out below), the portfolio currently totals £930.5 million. After adjusting for disposals exchanged but not yet completed, the pro-forma portfolio value of £842.4 million comprises Hotels (36.6 per cent.), Industrial and Distribution (31.8 per cent.), Offices (24.2 per cent.) and Retail (7.4 per cent.). Pro-forma adjustments include Bahnhof, Altona, Hamburg (€91.0 million), Bremen (€7.5 million) and Plymouth (£2.75 million) which have all exchanged contracts for sale, but have not yet completed. Bahnhof, Altona, Hamburg, which has exchanged contracts for sale prior to 28 February 2021, but has not yet completed, is accounted for in the audited accounts of RDI REIT for the financial year ended 31 August 2020 as an asset held for sale at €91.0 million. In accordance with RDI REIT's audit process this is not required to be revalued and has not been revalued as at 28 February 2021. A summary of the like-for-like market valuation movements between 31 August 2020 and 28 February 2021 is provided in the Scheme Document. There has been significant divergence in performance between sectors, largely as a result of the ongoing COVID-19 pandemic and national lockdown in the UK. Income from Hotels, London Serviced Offices and Retail has been negatively impacted by COVID-19 related travel restrictions and government guidance to work from home while the Distribution and Industrial portfolio has benefited from strong demand from both occupational and investment markets. The overall modest like-for-like market valuation decline of 1.0 per cent. is in line with expectations. It should be noted that there has been a substantial number of disposals in the period including the UK retail park portfolio, 127 Charing Cross Road and West Orchards Shopping Centre. Based on the revised property valuations, and as set out in further detail in the Scheme Document, as at 28 February 2021 the estimated EPRA NAV is 142.7 pence per share and the estimated EPRA NNNAV is 138.2 pence per share.

Notice of the Court Meeting and Extraordinary General Meeting

As described in the Scheme Document, in order to become Effective, the Scheme must be approved by a majority in number of those Scheme Shareholders who are present and vote either in person, through the Virtual Meeting Platform, or by proxy at the Court Meeting (or any adjournment thereof) and who represent 75 per cent. or more in value of all Scheme Shares voted by such Scheme Shareholders. The Scheme also requires the passing of the Special Resolution by RDI REIT Shareholders at the Extraordinary General Meeting and the subsequent sanction of the Court.

The Court Meeting and the Extraordinary General Meeting will both be held at 33 Regent Street, London SW1Y 4NB. The Court Meeting will be held at 10.00 a.m. UK time (11.00 a.m. South African standard time) on 16 April 2021 and the Extraordinary General Meeting will be held at 10.15 a.m. UK time (11.15 a.m. South African standard time) on the same date (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Due to UK Government restrictions in light of the COVID-19 outbreak, save for the Chairperson of the relevant Meeting and/or anyone nominated by the Chairperson of the relevant Meeting, Scheme Shareholders, RDI REIT Shareholders and other attendees will not be able to attend the Court Meeting or the Extraordinary General Meeting in person, but will be able to attend remotely, submit written questions (and, in the case of the Court Meeting only, submit any written objections) and vote at the relevant meeting through the Virtual Meeting Platform. Scheme Shareholders and RDI REIT Shareholders are therefore strongly encouraged to vote by appointing the Chairperson of each of the Court Meeting and the Extraordinary General Meeting as their proxy (as set out below) before the relevant deadline. The Chairperson of the relevant Meeting will vote in accordance with the voting instructions of the appointing Scheme Shareholder or RDI REIT Shareholder.

Under the IOM Act, the Scheme is also subject to the sanction of the Court at the Court Hearing. In light of the COVID-19 pandemic, it may not be practical or possible to attend the Court Hearing in person. On that basis, any Scheme Shareholder who wishes to raise an objection to the Scheme may, as an alternative to appearing in person or by counsel, email their objection to chancery.courts@courts.im with a copy to RDI REIT's Company Secretary at info@rdireit.com by 4.00 p.m. on 27 April 2021 and it will be raised with the Court.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinions.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of RDI REIT Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective on or around 4 May 2021.

The dates and times given are indicative only and are based on RDI REIT's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to RDI REIT Shareholders by announcement through a Regulatory Information Service and SENS.

Enquiries:

Financial Advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for RDI REIT and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than RDI REIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Acquisition or any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for RDI REIT and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than RDI REIT for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Acquisition or any matter referred to herein.

Java Capital Proprietary Limited and Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which are authorised and regulated in South Africa by the JSE, 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 connection with the Acquisition or any matter referred to herein.

Eastdil Secured International Limited ("Eastdil Secured"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser for Bidco and Starwood and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Bidco and Starwood for providing the protections afforded to clients of Eastdil Secured, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Eastdil Secured nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Eastdil Secured in connection with the Acquisition, this announcement, any statement or other matter or arrangement referred to herein or otherwise.

IMPORTANT NOTICE

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

No person has been authorised to make any representations on behalf of RDI REIT or Bidco concerning the Acquisition which are inconsistent with the statements contained in this announcement and any such representations, if made, may not be relied upon as having been so authorised.

The summary of the principal provisions of the Scheme contained in this announcement is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part 3 of the Scheme Document and further explained in Part 2. Each RDI REIT Shareholder is advised to read and consider carefully the text of the Scheme itself. The Scheme Document, and in particular the letter from the Chairman of RDI REIT and the Explanatory Statement, has been prepared solely to assist Scheme Shareholders in respect of voting on the resolution to approve the Scheme to be proposed at the Court Meeting and to assist RDI REIT Shareholders in respect of voting on the Special Resolution to be proposed at the Extraordinary General Meeting.

RDI REIT Shareholders should not construe the contents of this announcement as legal, tax or financial advice and should consult with their own advisers as to the matters described in this announcement.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and neither the service of this announcement nor the holding of the Meetings shall give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, the Bidco Group, RDI REIT or the RDI REIT Group except where otherwise stated.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom, the Isle of Man or South Africa may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom, the Isle of Man or South Africa into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Overseas Shareholders

This announcement and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English and Isle of Man law, the Takeover Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and the Isle of Man. Nothing in this announcement or the accompanying documents should be relied on for any other purpose.

The availability of the Acquisition to RDI REIT Shareholders who are not resident in and citizens of the United Kingdom, the Isle of Man or South Africa may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom, the Isle of Man or South Africa should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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 Extraordinary General Meeting, or to appoint another person as proxy to vote at the Court Meeting and/or the Extraordinary 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.

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 a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in RDI REIT

The Acquisition relates to the shares in an Isle of Man company and is proposed to be made by means of a scheme of arrangement or takeover offer, as applicable, provided for under the laws of the Isle of Man. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and the Isle of Man to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. 

The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Bidco reserves the right, subject to obtaining the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, and determines to extend the Takeover Offer into the United States, such Takeover Offer and the Acquisition will be made in compliance with the applicable US laws and regulations including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. Such a Takeover Offer would be made in the United States by Bidco and no one else.

It may be difficult for US holders of RDI REIT Shares to enforce their rights and any claim arising out of the US federal laws in connection with the Acquisition, since each of Bidco and RDI REIT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RDI REIT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

US RDI REIT Shareholders also should be aware that the transaction contemplated herein (including the receipt of consideration pursuant to the Acquisition) may have tax consequences in the US and that such consequences, if any, are not described herein. US RDI REIT Shareholders are urged to consult their independent legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, RDI REIT securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the US until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code, the Listing Rules and the JSE Listings Requirements. Any information about such purchases will be disclosed to the Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchange website at www.londonstockexchange.com and via SENS.

Further details in relation to Overseas Shareholders are contained in paragraph 17 of Part 2 of the Scheme Document. All RDI REIT Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to the Scheme Document and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom, the Isle of Man or South Africa should refrain from doing so and seek appropriate professional advice before taking any action.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and RDI REIT contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are statements of future expectations which are prospective in nature and are not based on historical facts, but rather on current expectations, projections and assumptions of the management of Bidco and RDI REIT about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied in these statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and RDI REIT (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases and statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Although Bidco and RDI REIT believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and RDI REIT (and their respective associates, directors, officers and advisers) can give no representation, assurance or guarantee that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and RDI REIT operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and RDI REIT operate, the impact of COVID-19 and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor RDI REIT, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies, if any, relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Each forward-looking statement speaks only as of the date of this announcement. Other than in accordance with their legal or regulatory obligations, neither Bidco nor RDI REIT is under any obligation, and Bidco and RDI REIT expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for RDI REIT for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for RDI REIT.

DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

ELECTRONIC COMMUNICATIONS

Addresses, electronic addresses and certain other information provided by RDI REIT Shareholders, persons with information rights and other relevant persons for the receipt of communications from RDI REIT will be provided to Bidco and Starwood Funds during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

This announcement, together with all information incorporated into this announcement by reference to another source, will be available free of charge by no later than 12:00 p.m. (London time) on the Business Day following the date of publication of this announcement, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the following websites:

· www.projectcambridge.com

· www.rdireit.com

Save where expressly stated in this announcement, neither the contents of Bidco's website, nor those of RDI REIT's website, nor those of any other website accessible from hyperlinks on either Bidco's or RDI REIT's website are incorporated into or form part of this announcement.

You may request a hard copy of the Scheme Document (and any information expressly incorporated by reference in the Scheme Document) by contacting RDI REIT's Company Secretary during business hours on +44 (0)207 811 0100 or by submitting a request in writing to info@rdireit.com. For persons that receive a copy of the Scheme Document and any such information incorporated by reference in it electronically, it is important that you note that unless you make such a request, a hard copy of the Scheme Document and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information be sent to you in relation to the Acquisition should be in hard copy form.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this announcement are London times, unless otherwise stated.

Notes

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be emailed after that time to post_proxy_deadline_court_votes@linkgroup.co.uk or proxy@computershare.co.za (as the case may be) prior to the commencement of the Court Meeting and will still be valid. Please see "Action to be taken" in paragraph 20 of Part 2 of the Scheme Document.

(2) White Forms of Proxy for the Extraordinary General Meeting must be lodged at least 48 hours prior to the time appointed for the Extraordinary General Meeting. White Forms of Proxy may NOT be emailed after this time to the IoM Registrar or the South African Registrar (as applicable). Please see "Action to be taken" in paragraph 20 of Part 2 of the Scheme Document.

(3) If either the Court Meeting or the Extraordinary General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. UK time on the day which is two days before the date set for such adjourned Meeting.

(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5) These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 of the Scheme Document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Companies Registry. RDI REIT will give notice of the change(s) by issuing an announcement through a Regulatory Information Service. RDI REIT must implement the Scheme in accordance with the expected timetable unless (i) the Board withdraws its recommendation of the Scheme, (ii) the Board announces its decision to propose an adjournment of the Meetings or the Court Hearing, (iii) a Meeting or the Court Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code.

(6) This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be extended to such later date as may be agreed between Bidco and RDI REIT (and, if required, subject to the Takeover Panel's consent and approval by the Court).

The dates and times given are indicative only and are based on RDI REIT's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to RDI REIT Shareholders by announcement through a Regulatory Information Service and SENS.

RDI REIT shareholders on the South African Register should note that as transactions in RDI REIT shares are settled in the electronic settlement system used by Strate, settlement of trades takes place 3 (three) business days after such trade. Therefore, persons who acquire RDI REIT shares after the last day to trade in order to be eligible to attend and vote at the Court Meeting will not be eligible to vote at the Court Meeting.