REG - Capital & Regional NewRiver REIT plc - DE-LISTING AND CANCELLATION OF TRADING OF SHARES

Newriver ReitAnnouncement

11/12/2024 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241211:nRSK6609Pa&default-theme=true

RNS Number : 6609P  Capital & Regional plc  11 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

11 December 2024

RECOMMENDED CASH AND SHARE OFFER

by

NEWRIVER REIT PLC

for

CAPITAL & REGIONAL PLC

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

DE-LISTING AND CANCELLATION OF TRADING OF CAPITAL & REGIONAL SHARES

 

Further to the announcement made by the Boards of Capital & Regional plc
("Capital & Regional") and NewRiver REIT plc ("NewRiver") on 10 December
2024 that the Scheme has become Effective in accordance with its terms,
Capital & Regional today announces that, following an application made by
Capital & Regional, the Financial Conduct Authority has cancelled the
listing of Capital & Regional Shares on the equity shares (commercial
companies) category of the Official List and the London Stock Exchange has
cancelled the trading of  Capital & Regional Shares on the Main Market,
in each case with effect from 8.00 a.m. London time (10.00 a.m. South African
standard time) today, 11 December 2024.

 

Capital & Regional Shares will be delisted from the JSE on 27 December
2024 following settlement of the cash consideration on 24 December 2024
payable to Capital & Regional Shareholders on the South African Register
in respect of the share component of the Combination Consideration.

 

General

 

Unless otherwise defined, all capitalised terms in this announcement shall
have the same meaning given to them in the Scheme Document, a copy of which is
available on the Capital & Regional website at
https://capreg.com/investor-info/possible-offer/ and on the NewRiver website
at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

 

 

Enquiries

 Capital & Regional plc
 Stuart Wetherly                                                                    Via FTI Consulting

 James Ryman
 Deutsche Numis (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker
 to Capital & Regional)
 Ben Stoop                                                                          +44 20 7260 1000

 Stuart Ord

 Jack McLaren
 Stifel (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to
 Capital & Regional)
 Mark Young                                                                         +44 20 7710 7600

 Nick Harland

 Jonathan Wilkes-Green

 Catriona Neville
 Java Capital (JSE Sponsor to Capital & Regional)
 Daniel Ross                                                                        +27 (0)83 716 8665

 Shivani Bhikha                                                                     +27 (0)78 120 6931
 FTI Consulting (Communications Adviser to Capital & Regional)
 Richard Sunderland                                                                 +44 20 3727 1000

 Bryn Woodward

 Oliver Parsons
 NewRiver REIT plc
 Allan Lockhart (Chief Executive)                       +44 20 3328 5800

 Will Hobman (Chief Financial Officer)
 Jefferies International Limited (Lead Financial Adviser and Joint Corporate
 Broker to NewRiver)
 Philip Noblet                                          +44 20 7029 8600

 Rishi Bhuchar

 Ed Matthews

 Andrew Morris

 William Brown
 Kinmont Limited (Joint Financial Adviser to NewRiver)
 Gavin Kelly                                            +44 20 7087 9100

 Mat Thackery
 Panmure Liberum Limited (Sole Sponsor and Joint Corporate Broker to NewRiver)
 Jamie Richards                                         +44 20 3100 2000

 David Watkins

 Amrit Mahbubani

 Nikhil Varghese
 Shore Capital Stockbrokers Limited (Joint Corporate Broker to NewRiver)
 Mark Percy (Corporate Advisory)                        +44 20 7408 4090

 James Thomas (Corporate Advisory)

 Ben Canning (Corporate Broking)

 Malachy McEntyre (Corporate Broking)
 FTI Consulting (Communications Adviser to NewRiver)
 Dido Laurimore                                         +44 20 3727 1000

 Giles Barrie

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Capital
& Regional in connection with the Combination.

Eversheds Sutherland (International) LLP is acting as legal adviser to
NewRiver in connection with the Combination.

Capital & Regional is listed on the main market of the London Stock
Exchange and has a secondary listing on the Johannesburg Stock Exchange.

Disclaimers

Numis Securities Limited (which is trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Capital & Regional 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 in this
Announcement and will not be responsible to anyone other than Capital &
Regional for providing the protections afforded to clients of Deutsche Numis,
nor for providing advice in relation to any matter referred to herein. Neither
Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), 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
Deutsche Numis in connection with this Announcement, any statement contained
herein or otherwise. No representation or warranty, express or implied, is
made by Deutsche Numis as to the contents of this document.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Capital &
Regional 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 in this Announcement and will not be responsible to anyone other
than Capital & Regional for providing the protections afforded to clients
of Stifel, nor for providing advice in relation to any matter referred to
herein.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which
is authorised and regulated in South Africa by the JSE, which is licensed as a
securities exchange and is regulated by the Financial Sector Conduct Authority
and the Prudential Authority of South Africa, is acting as JSE sponsor
exclusively for Capital & Regional and for no one else in connection with
the matters referred to in this Announcement and will not be responsible to
anyone other than Capital & Regional for providing the protections
afforded to clients of Java Capital or for providing advice in relation to the
contents of, or matters referred to in, this Announcement or any matter
referred to herein. Neither Java Capital nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Java
Capital in connection with this Announcement, any statement or other matter or
arrangement referred to herein or otherwise.

Jefferies International Limited ("Jefferies"), Panmure Liberum Limited
("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital",
and together with Jefferies and Panmure Liberum, the "Joint Brokers") are
authorised and regulated by the FCA in the United Kingdom. Jefferies is acting
as lead financial adviser, Panmure Liberum is acting as sole sponsor, and the
Joint Brokers are each acting as joint broker exclusively for NewRiver and no
one else in connection with the Combination and shall not be responsible to
anyone other than NewRiver for providing the protections afforded to their
clients, nor for providing advice in connection with the Combination or any
matter referred to herein. None of the Joint Brokers nor any of their
affiliates (nor any of them or their respective directors, officers,
employees, representatives or agents) owe or accept any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of such Joint Broker in connection with the Combination, this
Announcement, any statement contained herein or otherwise.

Kinmont Limited ("Kinmont"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for NewRiver and no one else in
connection with the Combination and shall not be responsible to anyone other
than NewRiver for providing the protections afforded to clients of Kinmont,
nor for providing advice in connection with the Combination or any matter
referred to herein. Neither Kinmont nor any of its affiliates (nor any of its
or their respective directors, officers, employees, representatives or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of Kinmont in connection with
the Combination, this Announcement, any statement contained herein or
otherwise.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCGRBDDGUBDGSB