RDI REIT P L C : Listings

This Lis ng Document is not an offering of securi es for sale in any jurisdic on and does not cons tute or form part of any offer or invita on to sell or issue, or any solicita on of any offer to purchase or subscribe for any shares in the Company nor shall it (or any part of it) or the fact of its distribu on form the basis of, or be relied on in connec on with, any contract therefor.

If you are in any doubt about the contents of this Lis ng Document, you should consult your stockbroker, bank manager, solicitor, accountant or financial adviser.

______________________________________________________________________________________

RDI REIT P.L.C.

(a company limited by shares incorporated under the laws of the Isle of Man having its registered office at 2nd Floor, St Mary's Court, 20 Hill Street, Douglas, IM1 1EU, Isle of Man and registered with company number 010534V)

		(the "Company")
	Dated:		2021
Executed by		for and on behalf of each director of the Company:
			Date: _________________ 2021

______________________________________________________________________________________

Applica on has been made to The Interna onal Stock Exchange Authority Limited (the "Authority") for 381,471,041 ordinary shares of 40p each of the Company (the "Lis ng Shares") to be admi ed to the Official List (the "Official List") of The Interna onal Stock Exchange (the "Exchange") by means of an introduc on.

Dealings in the Lis ng Shares are expected to commence on the date of admission of the Lis ng Shares to the Official List. No market for the Lis ng Shares is expected to be made or develop and any market for the Lis ng Shares is likely to be small, illiquid and concentrated in a small number of investors.

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IMPORTANT NOTICE

The Company accepts responsibility for the informa on contained in this Lis ng Document and to the best of the knowledge and belief of the Company (which has taken all reasonable care to ensure that such is the case) the informa on contained in this Lis ng Document is in accordance with the facts and does not omit anything likely to affect the import of such informa on.

Neither the admission of the Lis ng Shares to the Official List nor the approval of this Lis ng Document pursuant to the lis ng requirements of the Authority shall cons tute a warranty or representa on by the Authority as to the competence of the service providers to, or any other party connected with, the Company, the adequacy and accuracy of informa on contained in this Lis ng Document or the suitability of the Company for investment or for any other purpose.

Carey Olsen Corporate Finance Limited (the "Lis ng Sponsor") is ac ng for the Company and for no one else in connec on with the lis ng of the Lis ng Shares and will not be responsible to anyone other than the Company.

This Lis ng Document may refer to (and include extracts from) financial informa on including pictures, tables and graphs. Where financial informa on in this Lis ng Document has been obtained from third par es, such informa on has been accurately reproduced and, so far as the Company is aware, does not omit any informa on that would render it misleading or inaccurate. The source of third party informa on is iden fied where it is used.

Certain figures included in this Lis ng Document have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithme c aggrega on of the figures which precede them.

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1053500/0008/G12872566v1

FORWARD LOOKING STATEMENTS

This Lis ng Document contains certain forward looking statements. These forward looking statements can be iden fied by use of the words "an cipates", "believes", "es mates", "expects", "intends", "plans", "may", "projects", "should" or "will", or, in each case their nega ve or other varia ons or comparable terminology or by discussions of strategy, plans, objec ve, goals, future events or inten ons. These forward looking statements include all ma ers that are not historical facts. They appear in a number of places throughout this Lis ng Document and include, but are not limited to, statements regarding the Company's and the Group's inten ons, beliefs or current expecta ons, concerning, among other things, the Company and the Group's results of opera ons, financial posi on, prospects, growth, target returns, investment strategy, development plans, an cipated schedules in respect of projects and an cipated expenditures.

By their nature, forward looking statements involve risk and uncertainty as they relate to future events and circumstances. Forward looking statements are not guarantees of future performance and the actual results of the Company and the development of the markets and the industry in which it operates, may differ materially from those described in or suggested by, the forward looking statements in this Lis ng Document. Some or all of these forward looking statements are based on es mates and assump ons made by the Company which, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon such es mates and statements. No assurance can be given that any of such es mates or statements will be realised, and it is likely that actual results will differ materially from those contemplated by such forward looking statements.

These forward-looking statements speak only as at the date of this Lis ng Document. Subject to its legal and regulatory obliga ons (including under the Lis ng Rules), the Company expressly disclaims any obliga ons to update or revise any forward-looking statement contained herein to reflect any change in expecta ons with regard thereto or any change in events, condi ons or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including the Authority and the Lis ng Rules.

Nothing in the preceding paragraphs should be taken as limi ng the working capital statement in the sec on en tled "Addi onal Informa on Rela ng to the Company and the Group", on page 29 below.

DOCUMENTS INCORPORATED BY REFERENCE

All amendments and supplements to this Lis ng Document prepared by the Company from me to me shall be deemed to be incorporated in, and to form part of, this Lis ng Document, provided, however,

that any statement contained in this Lis ng Document or in any of the documents incorporated by reference in, and forming part of, this Lis ng Document shall be deemed to be modified or superseded for the purpose of this Lis ng Document to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement.

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DEFINITIONS

In this Lis ng Document, the following words and phrases have the meaning set forth below:

Accoun ng Date	31 August in each year or such other date that may be
	determined by the Company in accordance with the Act.
Act	The Isle of Man Companies Act 2006, including any statutory
	modifica on or re-enactment thereof, from	me to	me.
Admission	the admission of the Company's Lis	ng Shares to lis	ng on
	the Official List of the Exchange.
AIFMD	Direc ve 2011/61/EU of the European Parliament and of
	the Council of 8 June 2011 on Alterna ve Investment Fund
	Managers and amending Direc ve 2003/41/EC and
	2009/65/EC and Regula ons (EC) No 1060/2009 and (EU) No
	1095/2010 each as implemented and as implemented and
	retained in the United Kingdom.
Ar cles	the memorandum and ar cles of associa on of the
	Company adopted on 16 April 2021, as amended from	me
	to me.
Auditors	the auditors of the Company from	me to	me, currently
	KPMG LLP. See "The Directory".
Authority	The Interna onal Stock Exchange Authority Limited.
Board	the board of directors of the Company.
Company	RDI REIT P.L.C., a company limited by shares incorporated
	under the Laws of the Isle of Man with registered number
	010534V whose registered office is at 2nd Floor, St Mary's
	Court, 20 Hill Street, Douglas, IM1 1EU, Isle of Man.
Company Secretary	the company secretary of the Company from me to	me,
	currently Lisa Hibberd.
CTA 2009	the United Kingdom Corpora	on Tax Act 2009 as amended
	from me to me.
CTA 2010	the United Kingdom Corpora	on Tax Act 2010 as amended
	from me to me.
Directors	the Directors of the Company from	me to	me or any duly
	authorised commi ee thereof. See "The Directory".
Exchange	The Interna onal Stock Exchange.
Lis ng Document	this Lis ng Document and any supplement designed to be
	read and construed together with and to form part of this
	Lis ng Document, together with the a ached copy of the

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		current Ar cles.
Group	the Company, any holding en	es of the Company and its
		or their subsidiary undertakings from me to	me.
HMRC	Her Majesty's Revenue & Customs in the United Kingdom.
Lis	ng Rules	the Lis ng Rules of the Authority as amended from	me to
		me.
Lis	ng Sponsor	Carey Olsen Corporate Finance Limited of Carey House, Les
		Banques, St Peter Port, Guernsey, GY1 4BZ.
Official List	the Official List of the Exchange.
PID		a distribu on referred to in Sec	on 548(1) of the CTA 2010,
		being a distribu on paid by the Company in respect of
		profits or gains of the Qualifying Property Rental Business of
		the Group (other than gains within sec on 535A(11)	of the
		CTA 2010 and profits of an overseas property business
		within the meaning of Sec on 206 CTA 2009 arising to non-
		UK resident Group Companies) arising at a	me when the
		Group is a REIT and insofar as they derive from the Group's
		Qualifying Property Rental Business.
Property Por olio	the proper es as set out at Annex II of this Lis ng
		Document.
Qualifying Property Rental	a property rental business within the meaning of Sec on
Business	205 of the CTA 2009 or an overseas property business
		within the meaning of Sec on 206 CTA 2009, but in each
		case excluding certain specified types of business (as per
		Sec on 519(3) of the CTA 2010).
REIT	a group or company which has elected for real estate
		investment trust status under Part 12 of the CTA 2010.
Shareholder	a holder of Lis ng Shares.
Starwood Funds	funds managed, controlled or advised by Starwood Capital
		Group or its affiliates.
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland.
£ or GBP	Pounds Sterling, the lawful currency of the United Kingdom.

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