RDI REIT PLC AGM Voting Results and Changes to the Board (7748A)

TIDMRDI

RNS Number : 7748A

RDI REIT PLC

23 January 2020

RDI REIT P.L.C.

("RDI" or the "Company")

(Registered number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00BH3JLY32

LEI: 2138006NHZUMMRYQ1745

Annual General Meeting Voting Results and Changes to the Board

RDI, the income-focused UK-REIT, announces that at the Annual General Meeting ("AGM") held today all the proposed resolutions set out below (except Resolution 15) were duly passed by the required majority on votes conducted by way of a poll.

The results of voting by shareholders on the resolutions, which can be found in the Notice of the AGM, were as follows: -

 
 Ordinary Resolution                                  For           %        Against       %       Withheld 
      To receive and adopt the Annual 
       Report and audited financial 
       statements for the year ended 
 1     31 August 2019                              282,833,221     99.99        41,286     0.01     1,503,799 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To approve the Annual Report 
       on Remuneration for the year 
 2     ended 31 August 2019                        281,950,469     99.61     1,105,418     0.39     1,322,419 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
 3    To re-elect GR Tipper as a Director.         239,322,166     85.07    42,011,252    14.93     3,044,888 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To re-elect MJW Farrow as an 
 4     Independent Director                        282,329,945     99.74       729,124     0.26     1,319,238 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To re-elect SE Ford as an Independent 
 5     Director                                    282,423,226     99.78       635,843     0.22     1,319,238 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To re-elect EA Peace as an Independent 
 6     Director                                    282,678,247     99.87       380,822     0.13     1,319,238 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
 7    To elect P Prinsloo as a Director            282,742,442     99.89       316,421     0.11     1,319,444 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To re-elect MJ Watters as a 
 8     Director                                    282,507,940     99.80       552,038     0.20     1,318,329 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
 9    To re-elect DA Grant as a Director           282,481,714     99.80       578,027     0.20     1,318,566 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To appoint KPMG LLP as the Company's 
 10    Independent Auditor                         281,794,487     99.55     1,271,792     0.45     1,312,027 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To authorise the Audit and Risk 
       Committee to determine the remuneration 
 11    of the Independent Auditor                  282,961,458     99.97        98,721     0.03     1,318,127 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To authorise the new Remuneration 
 12    Policy.                                     279,530,761     99.37     1,766,680     0.63     3,080,865 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To authorise the Directors to 
       allot Ordinary Shares up to 
       the limit contained in the Notice 
 13    of the AGM                                  211,982,383     74.89    71,080,685    25.11     1,315,239 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
 Special Resolutions 
                                                --------------  --------  ------------  -------  ------------ 
      To authorise the Directors to 
       dis-apply pre-emption rights 
       up to the limit stated in the 
 14    Notice of AGM                               214,240,165     75.69    68,825,757    24.31     1,312,384 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To authorise the Directors to 
       dis-apply pre-emption rights 
       in connection with a Specified 
       Investment up to the limit set 
 15    out in the Notice of the AGM.               210,425,005     74.34    72,640,224    25.66     1,313,077 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 
      To authorise the Directors to 
       make market purchases of Ordinary 
       Shares up to the limit set out 
 16    in the Notice of the AGM                    280,459,541     99.09     2,567,147     0.91     1,351,618 
     -----------------------------------------  --------------  --------  ------------  -------  ------------ 
 

A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

The Company's total issued share capital as at 23 January 2020 is 380,315,623 ordinary shares of 40 pence each.

It has been noted that 14.93% of votes were registered against the re-election of Gavin Tipper, the Chairman of RDI. The Company is aware that Mr Tipper is classified as being overboarded, and there are shareholder concerns regarding his ability to devote sufficient time to the Company. The Board considers Mr Tipper to be an exceptional Chairman who has attended all scheduled and unscheduled Board and Committee meetings during the year. He took an active role following an approach from the Cromwell Property Group and was heavily involved in all material and strategic discussions during the past 12 months. RDI therefore has no concerns regarding his ability to devote sufficient time to the Company.

It has been further noted that a significant number of shareholders on the JSE register have voted against Resolution 13, 14 and 15, with Resolution 15 marginally failing to be passed. Following substantial votes against the same resolutions previously, management has had continuous dialogue with the major dissenting South African shareholders and has reduced the directors authority to issue shares from 66% in 2017, to just 10% in 2020. It is therefore disappointing that South African shareholders have voted against this resolution again but liaison with shareholders will continue in light of the fact that management believe it important to allow acquisitions to take place via share placements as opposed to holding cash pending investment, which could cause a drag on earnings in the short term.

An update will be made in accordance with the UK Corporate Governance Code within six months of the AGM.

Board Changes

Following the conclusion of the Annual General Meeting, Marc Wainer has retired as a Director of RDI. We offer our thanks to Marc for his considerable contribution during his eight-year tenure. Pieter Prinsloo will act as Redefine Properties Limited's ("RDF") sole representative on the RDI Board and Andrew Konig, a Director of RDF, will be appointed his alternate with effect from 23 January 2020.

Stephen Oakenfull and Adrian Horsburgh have also stepped down as members of the Board, with effect from today, but will continue their roles as Deputy CEO and Property Director, respectively, on the executive committee. This will result in the RDI Board comprising seven directors, which better reflects the current size of the Company. The changes will improve the balance between independent and non-independent directors, aligning the composition of the Board with the requirements of the 2018 UK Corporate Governance Code, whilst also improving Board diversity.

In accordance with LR 9.6.2 R of the Listing Rules of the UKLA, copies of all resolutions passed by the Company, other than resolutions concerning ordinary business, have been submitted to the UK's National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company's website, www.rdireit.com.

For further information:

 
RDI REIT P.L.C. 
Mike Watters, Stephen Oakenfull  Tel: [phone] 
FTI Consulting 
UK Public Relations Adviser 
Dido Laurimore, Claire Turvey,   Tel: [phone] 
 Ellie Sweeney 
Instinctif Partners 
SA Public Relations Adviser 
Frederic Cornet                   Tel: [phone] 
JSE Sponsor 
Java Capital                     Tel: + 27 (0) 11 722 3050 
 

Note to editors:

About RDI

RDI is an income focused UK-REIT with a diversified portfolio invested principally in the UK. The investment approach is driven by an in depth understanding of occupational demand including the impact of technology, transport and infrastructure investment. The portfolio has been repositioned in recent years to increase its weighting to London and the South East and to provide greater exposure to our leading hotel and serviced office operating platforms.

RDI is committed to delivering attractive income led total returns across the real estate cycle. The current strategic objectives of a lower leverage capital structure and more focused allocation of capital are targeted at delivering an industry leading and sustainable income return.

RDI is a UK Real Estate Investment Trust (UK-REIT) and holds a primary listing on the London Stock Exchange and a secondary listing on the JSE. The Company is included within the EPRA, GPR, JSE All Property and JSE Tradeable Property indices.

For more information on RDI, please refer to the Company's website www.rdireit.com

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January 23, 2020 10:30 ET (15:30 GMT)