Starwood Capital Operations, LLC made an offer to acquire remaining 70.48% stake in RDI REIT P.L.C. (LSE:RDI) for approximately £330 million on February 26, 2021. As of March 25, 2021, Starwood Capital Operations, LLC signed an agreement to acquire remaining 70.48% stake in RDI REIT P.L.C. Under the terms offer price is £1.213 per share to be paid in cash. 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. If, on or after the date of announcement, any dividend or other distribution or other return of capital is declared 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 or distribution or return of capital. 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. Prior to the acquisition Starwood Capital Operations, LLC holds 29.59% stake in RDI REIT P.L.C. Starwood Funds owns 112,597,728 RDI REIT Shares representing approximately 29.52%. Following the Acquisition, RDI REIT will continue to operate as a standalone business group. As of March 25, 2021, Matthew Parrott is a director of RDI REIT 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. 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% 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. 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 in relation to acquisition of any RDI REIT Shares or otherwise intervene having expired, lapsed, or been terminated, Confirmation of absence of adverse circumstances, Certain events occurring since August 31, 2020, except as Disclosed, No material adverse change, No discovery of certain matters, Environmental liabilities, Intellectual Property, Anti-corruption and sanctions, except as Disclosed have been arisen. JP Morgan Cazenove and Peel Hunt consider the terms of the Acquisition to be fair and reasonable. The Independent RDI REIT Directors intend to recommend unanimously that, in the case of the Court Meeting, the Scheme Shareholders vote in favor of the Scheme and, in the case of the General Meeting, RDI REIT Shareholders vote in favor of the RDI REIT Resolutions. Gavin Tipper, Stephen Oakenfull and Donald Grant have given Irrevocable commitments to vote in favor of the Scheme at the Court Meeting, 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 February 25, 2021, being the last Business Day prior to this announcement. As on April 16, 2021, transaction is approved by court and shareholders of RDI REIT. On April 28, 2021, High Court of Justice in the Isle of Man sanctioned the Scheme. The Acquisition is currently expected to complete during the second quarter of 2021. As of March 25, 2021, the offer will become effective on May 4, 2021. Bronson Albery, Celia Murray and Tara Morrison of JPMorgan Cazenove Ltd., Capel Irwin, Carl Gough, James Britton and Michael Nicholson of Peel Hunt LLP and Kevin Joselowitz and Jean Tyndale- Biscoe of Java Capital (Proprietary) Limited acted as financial advisor to RDI REIT P.L.C. Max von Hurter of Eastdil Secured, L.L.C. acted as financial advisor to Starwood Capital Operations, LLC. Mark Thompson, Matthew Elliott and Annette Baillie of Kirkland & Ellis International LLP and Garry Manley, Mark Holligon, Christophe Kalinauckas, Chris Smedley and Claire Corkish of Appleby (Isle of Man) LLC acted as legal advisors to Starwood Capital Operations, LLC. Howard Gill and Alasdair Steele of CMS Cameron McKenna Nabarro Olswang LLP and Simcocks Advocates Limited acted as legal advisors to RDI REIT P.L.C. Kevin Joselowitz and Jean Tyndale - Biscoe of Java Capital (Proprietary) Limited and Java Capital Trustees and Sponsors (Proprietary) Limited acted as financial advisors to RDI REIT. James Fletcher of The Ashurst advised Eastdil Secured International Limited, while Kirkland & Ellis and Appleby. Starwood Capital Operations, LLC completed the acquisition of remaining 70.48% stake in RDI REIT P.L.C. (LSE:RDI) on May 4, 2021. As the Scheme has now become Effective, Gavin Tipper, Sue Ford and Elizabeth Peace have resigned as directors of RDI REIT and Thomas Tolley and Krysto Nikolic have been appointed to the board of directors of RDI REIT. Dealings in RDI REIT Shares on the JSE were suspended on May 3, 2021. The listing of RDI REIT Shares on the premium listing segment of the Official List of the Financial Conduct Authority and the admission to trading of RDI REIT Shares on the London Stock Exchange's main market for listed securities were suspended on May 4, 2021. An application has been made to The International Stock Exchange Authority Limited for the listing of all RDI REIT Shares to be admitted to trading on The International Stock Exchange in Guernsey and such listing is expected to take effect on May 5, 2021. Applications have been made for the delisting of RDI REIT Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of RDI REIT Shares on the London Stock Exchange's main market which are expected to take effect on May 6, 2021. Application has also been made to the Main Board of the JSE for the cancellation of the listing and trading of RDI REIT Shares on the JSE which is expected to take effect on May 7, 2021.