South Africa-based real estate investment trust Redefine Properties Ltd. is selling its entire 29.42% shareholding in RDI REIT PLC for approximately £106.3 million in a bid to exit the U.K. real estate market.

Controlled affiliates of Starwood Capital Group agreed to acquire up to 111,883,113 RDI shares from Redefine at 95 pence apiece.

Redefine also launched a tender offer for its outstanding €150.0 million of 1.50% secured exchangeable bonds due September 2021, exchangeable into RDI ordinary shares. As of June 29, €117.2 million of the bonds are outstanding.

Redefine plans to accept bonds tendered under the offer if it receives valid tender instructions relating to a total principal amount of bonds which, when added to the aggregate of the principal amount of bonds previously exchanged, redeemed, acquired and cancelled by the company is equal to 85% of the principal amount of the bonds originally issued. The share sale agreement is contingent on the fulfillment of the tender offer condition.

Redefine noted that it will transfer 52,132,196 unencumbered RDI shares and all RDI shares released as security for the bonds redeemed under the tender offer to Starwood. The company has already received irrevocable commitments from bond holders holding 60.3% of the principal amount of the bonds originally issued and 77.1% of the principal amount of the bonds outstanding to accept the offer.

Redefine will use the sale proceeds to settle the 2021 bonds and to further lower its other debt facilities.

The transfer of the remaining shares is conditional upon acceptances of the tender offer being at a level that entitles Redefine to exercise a clean-up call.

If the offer condition is met or waived but the clean-up condition is not satisfied, Starwood will acquire at least 95,078,906 RDI shares from Redefine.

The deadline for accepting the tender offer is July 6, while Redefine expects to exercise the clean-up call on or about Sept. 10.