Simcocks has successfully acted for listed property investment trust RDI Reit plc on the Isle of Man aspects of its £467.9 million sale.
RDI Reit is an Isle of Man registered real estate investment trust which was, until recently, listed in London and Johannesburg. It announced on 26 February 2021 its intended acquisition by private-equity investor Starwood Capital Group. SOF-12 Cambridge BidCo Ltd, a newly formed company owned by Starwood Capital Europe Advisers LLP, proposed a scheme of arrangement under Chapter 2 of Part X of the Companies Act 2006, pursuant to which all shareholders would be bought out at the offer price, if the scheme were approved by the Court.
Such a scheme requires, firstly, court permission to convene a court meeting of shareholders to consider the terms of the scheme of arrangement, and then, if the court meeting approves the scheme, court approval of the scheme and the consideration of any objections.
Director Alex Spencer and Kevin O’Loughlin of Simcocks’ Corporate & Commercial team worked with CMS Cameron McKenna, RDI Reit’s solicitors in London, on the commercial aspects and Head of Litigation & Dispute Resolution at Simcocks, Chris Brooks, represented RDI Reit at the Isle of Man High Court Of Justice before His Honour Deemster Needham.
Having heard the arguments on behalf of the proposed scheme, His Honour concluded:
“Having read all the documentation I do consider that an intelligent and honest ordinary shareholder of the Company acting in their own interests objectively might reasonably approve the Scheme on the information put forward. I am therefore content to sanction the Scheme and I approve the terms of the draft order submitted.”
Alex Spencer commented:
“We are delighted to have assisted RDI Reit in this very high value, high profile matter. The teams at Simcocks have been working together in synergy – and throughout the lockdown period – to ensure the smooth achievement of a positive conclusion for our client.”