RDI Reit : Statement Re Cromwell Withdrawal

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 April 2019

RDI REIT P.L.C

('RDI ' or the 'Company')

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00BH3JLY32

LEI: 2138006NHZUMMRYQ1745

STATEMENT RE CROMWELL PROPERTY GROUP ('CROMWELL') WITHDRAWAL

The Board of RDI notes the announcement by Cromwell that it does not intend to make an offer for RDI and that it is consequently bound by the restrictions under Rule 2.8 of the City Code on Takeovers and Mergers (the 'Code').

Since the initial unsolicited approach from Cromwell, the Board has actively engaged with Cromwell in order to facilitate its due diligence requirements. However, following such engagement, the Board recently received a conditional proposal from Cromwell. The Board considered the proposal to undervalue the Company and its prospects and, as a result, the Board took the unanimous decision not to support a further period of due diligence.

The Board has also received confirmation from Redefine Properties Limited, the Company's largest shareholder, that the proposal was unacceptable to it.

The Board welcomes the clarification provided by the announcement from Cromwell and looks forward to updating its shareholders at its half year results on Thursday 25^th April.

For further information, please contact:

J.P. Morgan Cazenove Tel: [phone]

Bronson Albery

Kirshlen Moodley

Tara Morrison

Henry Capper

Peel Hunt Tel: [phone]

Capel Irwin

James Britton

Michael Nicholson

FTI Consulting Tel: [phone]

Dido Laurimore

Claire Turvey

Ellie Sweeney

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

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for RDI and for no-one else in connection with the matters referred to in this announcement and will not be responsible to any person other than RDI for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this announcement, or otherwise.

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

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

The person responsible for arranging the release of this announcement on behalf of the company is Lisa Hibberd, Company Secretary.