REG - Capital & Regional NewRiver REIT plc - PUBLICATION OF SCHEME DOCUMENT

Newriver ReitAnnouncement

21/10/2024 07:00

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RNS Number : 8584I  Capital & Regional plc  21 October 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

21 October 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

PUBLICATION OF SCHEME DOCUMENT

On 24 September 2024, the Boards of NewRiver REIT plc ("NewRiver") and Capital
& Regional plc ("Capital & Regional") announced that they had reached
agreement on the terms of a recommended cash and share offer by NewRiver
pursuant to which NewRiver will acquire the entire issued and to be issued
share capital of Capital & Regional (the "Combination", forming the
"Combined Group").

 

The Combination is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in
this announcement (the "Announcement") shall, unless otherwise defined, have
the same meanings as set out in the Scheme Document (as defined below). All
references to times in this Announcement are to London time unless stated
otherwise.

 

Publication of the Scheme Document

 

The Board of Capital & Regional is pleased to announce that a circular
relating to the Scheme (the "Scheme Document") setting out, among other
things, a letter from the Chair of Capital & Regional, the full terms and
conditions of the Scheme, an explanatory statement pursuant to section 897 of
the Companies Act, an expected timetable of principal events, two valuation
reports in respect of Capital & Regional's property portfolio as at 30
June 2024, two valuation reports in respect of NewRiver's property portfolio
as at 30 June 2024, notices of the Court Meeting and the Capital &
Regional General Meeting and details of the action to be taken by Capital
& Regional Shareholders, has been published today and, subject to certain
restrictions relating to persons in Restricted Jurisdictions, will be
available on Capital & Regional's website at
https://capreg.com/investor-info/possible-offer/ and on NewRiver's website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

 

A combined prospectus and circular relating to the New NewRiver Shares in
connection with the Combination is expected to be published today, following
and subject to approval by the Financial Conduct Authority, and, subject to
certain access restrictions, will be available on NewRiver's website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

 

Hard copies of the Scheme Document (or, depending on a Capital & Regional
Shareholder's communication preference, a letter or email giving details of
the website where the Scheme Document may be accessed) and Forms of Proxy for
the Court Meeting and the Capital & Regional General Meeting are being
sent to Capital & Regional Shareholders. Hard copies of a Form of Election
in connection with the making of a currency election are also being sent to
Capital & Regional Shareholders on the UK Register.

 

Action required

 

Notices of the Court Meeting and the Capital & Regional General Meeting,
each of which have been convened for Wednesday 13 November 2024 at the offices
of Deutsche Numis, 45 Gresham Street, London, EC2V 7BF, United Kingdom, are
set out in the Scheme Document. The Court Meeting will start at 11.00 a.m.
(London time) and the General Meeting at 11.15 a.m. (London time) (or as soon
thereafter as the Court Meeting has concluded or adjourned).

 

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible Capital & Regional Shareholders vote in favour
of the Capital & Regional Resolution at the Capital & Regional General
Meeting. The Scheme must be sanctioned by the Court. The Scheme is also
subject to the satisfaction or (if capable of waiver) waiver of the other
Conditions and further terms, as described more fully in the Scheme Document.

 

Any changes to the arrangements for the Court Meeting and the Capital &
Regional General Meeting will be communicated to Capital & Regional
Shareholders before the Capital & Regional Meetings, through Capital &
Regional's website www.capreg.com and by announcement through a Regulatory
Information Service.

 

Capital & Regional Shareholders are asked to complete and sign the Forms
of Proxy in accordance with the instructions provided thereon and return them
as soon as possible to Capital & Regional's Registrar, Equiniti, at Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, but in
any event so as to be received by no later than the relevant times set out
below:

 

·   PINK Forms of Proxy for the Court Meeting: 11.00 a.m. (12.00 p.m. South
African standard time) on 11 November 2024

 

·      BLUE Forms of Proxy for the Capital & Regional General
Meeting: 11.15 a.m. (12.15 p.m. South African standard time) on 11 November
2024

 

or, if in either case the Meeting is adjourned, no later than 48 hours before
the time fixed for the holding of the adjourned meeting (excluding any day
that is not a Business Day).

 

Capital & Regional Shareholders who hold their shares in uncertificated
form (i.e. through CREST) can submit their CREST proxy instructions in
accordance with the procedures described in the CREST Manual, which can be
viewed at www.euroclear.com/CREST.

 

If you hold your Capital & Regional Shares in uncertificated form on the
South African Register and do not have "own name" registration you should not
complete the Forms of Proxy. In order to vote at or attend the Capital &
Regional Meetings you should be in contact with your CSDP or broker. If you
have not been contacted by your CSDP or broker, it is advisable for you to
contact your CSDP or broker immediately and furnish your CSDP or broker with
your voting instructions in the manner and by the cut-off time stipulated by
your CSDP or broker in terms of the custody agreement between you and your
CSDP or broker.

 

Capital & Regional Shareholders are strongly encouraged to submit proxy
appointments and instructions for the Court Meeting and the Capital &
Regional General Meeting as soon as possible, using any of the methods (by
post, online or electronically through CREST (as applicable)) set out in the
Scheme Document. Any institutional investor in Capital & Regional may be
able to appoint a proxy electronically via the Proxymity platform. For further
information regarding Proxymity, please go to www.proxymity.io.

 

If the PINK Form of Proxy for use at the Court Meeting is not lodged by 11.00
a.m. (12.00 p.m. South African standard time) on 11 November 2024 (or, in the
case of adjournment, no later than 48 hours before the time fixed for the
holding of the adjourned meeting (excluding any day that is not a Business
Day)), it may be handed to the chair of the Court Meeting or to Capital &
Regional's Registrar, Equiniti, on behalf of the chair at the Court Meeting
before the taking of the poll and will still be valid.

 

However, in the case of the Capital & Regional General Meeting, unless the
BLUE Form of Proxy is lodged so as to be received by 11.15 a.m. (12.15 p.m.
South African standard time) on 11 November 2024 (or, in the case of
adjournment, no later than 48 hours before the time fixed for the holding of
the adjourned meeting (excluding any day that is not a Business Day)), it will
be invalid.

 

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS
POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE
SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF THE OPINION OF
SCHEME SHAREHOLDERS. WHETHER OR NOT YOU INTEND TO ATTEND THE COURT MEETING
AND/OR THE CAPITAL & REGIONAL GENERAL MEETING IN PRESON, YOU ARE THEREFORE
STRONGLY URGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST, OR TO APPOINT
AN ELECTRONIC OR CREST PROXY, AS SOON AS POSSIBLE.

 

 

Expected timetable of principal events

 

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
Announcement.

 

The Scheme remains conditional on the approval of the requisite majority of
eligible Scheme Shareholders voting (in person or by proxy) at the Court
Meeting and the requisite majority of eligible Capital & Regional
Shareholders voting (in person or by proxy) at the Capital & Regional
General Meeting and the satisfaction (or, where applicable, waiver) of the
other Conditions set out in the Scheme Document, including the sanction of the
Court.

 

Prior to the Scheme becoming Effective, applications will be made to the FCA
for the cancellation of the listing of Capital & Regional Shares on the
Equity Shares (Commercial Companies) category of the Official List and to the
London Stock Exchange to cancel the admission to trading of the Capital &
Regional Shares on the Main Market. The JSE will, subject to the Scheme
becoming Effective, and to Capital & Regional no longer meeting the JSE
spread requirements and therefore no longer qualifying for listing, take steps
to implement the delisting of Capital & Regional Shares from the Main
Board of the JSE pursuant to paragraph 1.12 of the JSE Listings Requirements.

 

The Scheme is expected to become Effective on 10 December 2024.

 

The last day of dealings in Capital & Regional Shares on the Main Market
for listed securities of the London Stock Exchange and on the Main Board of
the JSE will be the Business Day prior to the Effective Date, being 9 December
2024. No transfers shall be registered after 6.00 p.m. on that date.

 

Recommendation

 

The Independent Capital & Regional Directors, who have been so advised by
Numis Securities Limited ("Deutsche Numis") and Stifel Nicolaus Europe Limited
("Stifel") as to the financial terms of the Combination, unanimously consider
the terms of the Combination to be fair and reasonable. In providing their
advice to the Independent Capital & Regional Directors, Deutsche Numis and
Stifel have taken into account the commercial assessments of the Independent
Capital & Regional Directors. Deutsche Numis and Stifel are providing
independent financial advice to the Independent Capital & Regional
Directors for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the Independent Capital & Regional Directors recommend
unanimously that Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and that Capital & Regional Shareholders vote in favour of the
Capital & Regional Resolution to be proposed at the Capital & Regional
General Meeting as they have irrevocably undertaken to do in respect of their,
and their connected persons', own beneficial holdings of, in aggregate,
437,212 Capital & Regional Shares representing, in aggregate,
approximately 0.19 per cent. of the issued ordinary share capital of Capital
& Regional as at the Last Practicable Date.

 

Norbert Sasse and Panico Theocharides, non-executive directors of Capital
& Regional, are Growthpoint's nominated representatives on the Capital
& Regional Board. Growthpoint, in its capacity as Capital & Regional's
largest shareholder, has given an irrevocable undertaking to vote, or procure
the vote, in favour of the Scheme at the Court Meeting and of the Capital
& Regional Resolution to be proposed at the Capital & Regional General
Meeting (or, in the event that the Combination is implemented by way of a
Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer).
As a result of this, and of Growthpoint's interest in Capital & Regional,
Norbert Sasse and Panico Theocharides have not participated in the decision to
recommend the Combination to Capital & Regional Shareholders.

 

Capital & Regional Shareholders should carefully read the Scheme Document
and the Combined Circular and Prospectus (subject to any restrictions on its
use or distribution set out therein) in their entirety before making a
decision with respect to the Scheme.

 

Capital & Regional Shareholder helpline

 

Capital & Regional Shareholders on the UK Register with any queries may
contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
or by calling Equiniti on +44 (0) 371 384 2050. For deaf and speech impaired
shareholders, calls are welcomed via Relay UK. Please see www.relayuk.bt.com
for more information. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m.
(London time), Monday to Friday (except public holidays in England and Wales).
Please note that Equiniti cannot provide any financial, legal or tax advice.
Calls may be recorded and monitored for security and training purposes.

 

Capital & Regional Shareholders on the South African Register with any
queries may contact JSE Investor Services at One Exchange Square, 2 Gwen Lane,
Sandown, Sandton 2196, South Africa or by calling JSE Investor Services on
0861472644 (from within South Africa) and +27 11 029 0112 (from outside South
Africa) between 8.00 a.m. and 4.30 p.m. (South African standard time) Monday
to Friday (public holidays excepted). Calls to this number from persons who
are not resident in South Africa are charged at the applicable international
rate. Calls from a mobile device may incur network extras.

 

Additional information for Capital & Regional Shareholders

 

Copies of this Announcement and the Scheme Document will be available for
viewing on Capital & Regional's website at
https://capreg.com/investor-info/possible-offer/ and NewRiver's website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/
by no later than 12.00 p.m. on 22 October 2024, being the Business Day
following the date of publication of the Scheme Document (subject to any
applicable restrictions relating to persons in Restricted Jurisdictions), up
to and including the Effective Date or the date the Scheme lapses or is
withdrawn, whichever is earlier.

 

A copy of the Scheme Document, once published, will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 

 

Enquiries

 Capital & Regional plc
 Lawrence Hutchings                                                                 Via FTI Consulting

 Stuart Wetherly
 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

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

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

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times in this announcement are London times, unless otherwise stated.

 Event                                                                            Time and/or date
 Record date to receive the Scheme Document                                       Friday, 11 October 2024
 Date of publication of the Scheme Document on Capital & Regional's website       Monday, 21 October 2024
 and distribution to Capital & Regional Shareholders
 Date of publication of the Prospectus on NewRiver's website                      Monday, 21 October 2024
 Last day to trade on the South African Register in order to be eligible to       Wednesday, 6 November 2024
 vote at the Court Meeting
 Last day to trade on the South African Register in order to be eligible to       Wednesday, 6 November 2024
 vote at the Capital & Regional General Meeting
 Latest time for lodging Form of Proxy for the Court Meeting (PINK form)          11.00 a.m. London time (12.00 p.m. South African standard time) on Monday,
                                                                                  11 November 2024(2)
 Latest time for lodging Form of Proxy for the Capital & Regional General         11.15 a.m. on London time (12.15 p.m. South African standard time) on
 Meeting (BLUE form)                                                              Monday, 11 November 2024(3)
 Record date to be entitled to participate at the Court Meeting and the           Monday, 11 November 2024
 Capital & Regional General Meeting
 Scheme Voting Record Time and record time for the Capital & Regional             6.30 p.m. on Monday, 11 November 2024(4)
 General Meeting
 NewRiver General Meeting                                                         10.15 a.m. London time (11.15 a.m. South African standard time) on
                                                                                  Wednesday, 13 November 2024
 Court Meeting                                                                    11.00 a.m. London time (12.00 p.m. South African standard time) on
                                                                                  Wednesday, 13 November 2024
 Capital & Regional General Meeting                                               11.15 a.m. London time (12.15 p.m. South African standard time) on
                                                                                  Wednesday, 13 November 2024(5)
 Results of the Court Meeting and the Capital & Regional General Meeting          Wednesday, 13 November 2024
 published on Regulatory Information Service and on SENS
 No transfers between the UK Register and South African Register can be           Friday, 29 November 2024
 processed after
 Certain of the following dates are subject to change (please see Note 1
 below):
 Last day of receipt of Form of Election and IPS Application Form and for         1.00 p.m. London time on
 submitting a TTE Instruction in respect of a Currency Election
Thursday, 5 December 2024(6)
 Scheme Sanction Hearing                                                          Friday, 6 December 2024
 Last day of dealings in, and for registration of transfers of, Capital &     Monday, 9 December 2024
 Regional Shares on the London Stock Exchange, and disablement of
 Capital & Regional Shares in CREST
 Last day to trade on the JSE                                                     Monday, 9 December 2024
 Capital & Regional Shares on the South African Register may not be               Monday, 9 December 2024
 dematerialised or rematerialised after
 Finalisation Announcement including announcement of the GBP/Rand Exchange Rate   By 10.00 a.m. London time (11.00 a.m. South African standard time) on
 in respect of the cash payment made to Capital & Regional Shareholders on        Monday, 9 December 2024
 the South African Register and UK Register in respect of the cash component of
 the Combination Consideration to be published on Regulatory Information
 Service and on SENS
 Process for delisting of Capital & Regional Shares(7)                            Monday, 9 December 2024
 Scheme Record Time                                                               6.00 p.m. London time (7.00 p.m. South African standard time) on Monday,
                                                                                  9 December 2024
 Suspension of listing of, and dealings in, Capital & Regional Shares on          7.30 a.m. London time (8.30 a.m. South African standard time) on Tuesday,
 the London Stock Exchange                                                        10 December 2024
 Suspension of listing of, and dealings in, Capital & Regional Shares on          9.00 a.m. South African standard time on Tuesday, 10 December 2024
 the JSE
 Effective Date                                                                   Tuesday, 10 December 2024
 New NewRiver Shares issued to Capital & Regional Shareholders (excluding         8.00 a.m. London time (9.00 a.m. South African standard time) on Wednesday,
 shareholders on the South African Register)                                      11 December 2024
 Admission and commencement of dealings in New NewRiver Shares on the London      8.00 a.m. London time (9.00 a.m. South African standard time) on Wednesday,
 Stock Exchange                                                                   11 December 2024
 CREST accounts of Capital & Regional Shareholders credited with New              On or after 8.00 a.m. London time (9.00 a.m. South African standard time) on
 NewRiver Shares                                                                  Wednesday, 11 December 2024
 Cancellation of admission to trading on the London Stock Exchange of             8.00 a.m. London time (9.00 a.m. South African standard time) on Wednesday,
 Capital & Regional Shares                                                        11 December 2024
 Last day for settlement of trades made prior to Scheme Record Time on South      Thursday, 12 December 2024
 African Register
 Cash payment made to Capital & Regional Shareholders on the South African        Friday, 13 December 2024
 Register in respect of the cash component of the Combination Consideration via
 Strate in respect of dematerialised shareholders and via the transfer
 secretaries in respect of certificated shareholders
 Latest date for despatch of GBP payment or settlement through CREST in respect   Within 14 days of the Effective Date
 of the cash component of the Combination Consideration
 Latest date for despatch of share certificates for New NewRiver Shares due       Within 14 days of the Effective Date
 under the Combination or settlement through CREST
 Announcement of GBP/Rand Exchange Rate in respect of the cash payment made to    By 10.00 a.m. London time (11.00 a.m. South African standard time) on a date
 Capital & Regional Shareholders on the South African Register in respect         within 14 days of the Effective Date
 of the share component of the Combination Consideration to be published on
 Regulatory Information Service and on SENS.
 Cash payment made to Capital & Regional Shareholders on the South African        Within 14 days
 Register in respect of the share component of the Combination Consideration
of the Effective Date
 via Strate in respect of dematerialised shareholders and via the transfer
 secretaries in respect of certificated shareholders ("SA Settlement Date")
 Delisting of Capital & Regional Shares from the JSE                              SA Settlement Date + 1 day
 Long-stop Date                                                                   30 April 2025(8)

Notes:

(1) These times and dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and the date on
which the Conditions are satisfied or, if capable of waiver, waived. If any of
the dates and/or times in this expected timetable change, the revised dates
and/or times will be notified to Capital & Regional Shareholders by
announcement through a Regulatory Information Service and on SENS and, if
required by the Panel, posting notice(s) of the change(s) to Capital &
Regional Shareholders and persons so entitled. All Scheme Shareholders have
the right to attend the Scheme Sanction Hearing. Capital & Regional must
implement the Scheme in accordance with the expected timetable unless (i) the
Independent Capital & Regional Directors withdraw their recommendation of
the Scheme, (ii) the Board of Capital & Regional announces its decision
to propose an adjournment of any of the Capital & Regional Meetings or
the Scheme Sanction Hearing, (iii) any of the Capital & Regional
Meetings or the Scheme Sanction Hearing is adjourned, or (iv) any Condition
is invoked in accordance with the Code.

(2) The PINK Form of Proxy for the Court Meeting, if not returned by the time
stated above, or, if the Court Meeting is adjourned, by no later than
48 hours (excluding any part of a day that is not a Business Day) before the
time fixed for the holding of the adjourned meeting, may be handed to the
Company's registrar at the Court Meeting or to the chair of the Court Meeting
before the taking of the poll at the Court Meeting and will still be valid.

(3) The BLUE Form of Proxy for the Capital & Regional General Meeting
must be lodged by the time stated above in order to be valid or, if the
Capital & Regional General Meeting is adjourned, by no later than
48 hours (excluding any part of a day that is not a Business Day) before the
time fixed for the holding of the adjourned meeting. BLUE Forms of Proxy that
are not so lodged may NOT be handed to the chair of the Capital &
Regional General Meeting or the Company's registrar before the start of, or
at, the Capital & Regional General Meeting.

(4) If either the Court Meeting or the Capital & Regional General Meeting
is adjourned, the record time of the adjourned meeting(s) will be 6.30 p.m.
on the second Business Day before the day fixed for the adjourned meeting.

(5) The Capital & Regional General Meeting will commence at 11.15 a.m.
(London time) on the day of the Court Meeting or as soon thereafter as the
Court Meeting has been concluded or adjourned.

(6) The latest time for Equiniti to receive a Form of Election is expected to
be 1.00 p.m. (London time) on the Business Day prior to the Scheme Sanction
Hearing, which is expected to take place on 6 December 2024. You should allow
for sufficient time for posting for your Form of Election to be received.

(7) The JSE will, subject to the Scheme becoming Effective, and to Capital
& Regional no longer meeting the JSE spread requirements and therefore no
longer qualifying for listing, take steps to implement the delisting of
Capital & Regional Shares from the Main Board of the JSE pursuant to
paragraph 1.12 of the JSE Listings Requirements.

(8) The Long-stop Date is the latest date by which the Scheme may become
Effective. However, the Long-stop Date may be extended to such later date as
Capital & Regional and NewRiver may agree in writing (with the Panel's
consent and as the Court may approve (should such approval(s) be required)).

 

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities of Capital & Regional or NewRiver
in any jurisdiction in contravention of applicable law. In particular, this
Announcement does not constitute an offer of securities to the public as
contemplated in the South African Companies Act, 71 of 2008.

The Combination will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Combination is implemented by way of a Takeover Offer,
the Offer Document), which contains the full terms and conditions of the
Combination, including details of how Capital & Regional Shareholders may
vote, or procure the vote, in respect of the Combination.

NewRiver will publish the Prospectus, containing information on the New
NewRiver Shares and the Combined Group, subject to FCA approval.

Capital & Regional and NewRiver urge Capital & Regional Shareholders
to read the Scheme Document and the Prospectus carefully because they contain
important information in relation to the Combination, the New NewRiver Shares
and the Combined Group.

NewRiver also urges NewRiver Shareholders to read the Prospectus carefully
because it contains important information in relation to the Combination, the
New NewRiver Shares and the Combined Group.

Any decision in respect of, or other response to, the Combination should be
made on the basis of the information contained in the Scheme Document (or, in
the event that the Combination is to be implemented by means of a Takeover
Offer, the Offer Document) and the Prospectus.

Any vote in respect of resolutions to be proposed at the Capital &
Regional Meetings or the NewRiver General Meeting, the Scheme or related
matters, should be made only on the basis of the information contained in the
Scheme Document (or, if the Combination is implemented by way of a Takeover
Offer, the Offer Document) and the Prospectus.

In the event of any ambiguity or conflict between the Scheme Document and the
Prospectus in respect of the terms and conditions of the Combination or the
Scheme, the Scheme Document shall prevail.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

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.

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Code, and information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside England.

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom and South Africa may be restricted
by law and therefore persons into whose possession this Announcement comes who
are not resident in the United Kingdom or South Africa or who are subject to
the laws of other jurisdictions should inform themselves about, and observe,
any applicable restrictions. Capital & Regional Shareholders who are in
any doubt regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws of any
such jurisdiction.

Unless otherwise determined by NewRiver or required by the Code, and permitted
by applicable law and regulation, participation in the Combination will not be
made available, and the New NewRiver Shares to be issued pursuant to the
Combination will not be issued, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and no person may vote, or procure the vote, in favour of the
Combination by any such use, means, instrumentality or form from within a
Restricted Jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of all documentation relating to the
Combination are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from any Restricted Jurisdictions where to do so would violate the
laws in that jurisdiction. Any person (including, without limitation, any
custodian, nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this Announcement and/or
any other related document to any jurisdiction other than the United Kingdom
and South Africa should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction.

If the Combination is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction, and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities from within
any Restricted Jurisdiction.

The availability of the New NewRiver Shares under the Combination to Capital
& Regional Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are resident
(which may also affect the ability of such Capital & Regional Shareholders
to vote their Capital & Regional Shares with respect to the Scheme and the
Combination at the Capital & Regional Meetings, or to execute and deliver
Forms of Proxy appointing another to vote at the Capital & Regional
Meetings on their behalf). Persons who are not resident in the United Kingdom
or who are subject to the laws and/or regulations of another jurisdiction
should inform themselves of, and should observe, any applicable legal and/or
regulatory requirements.

For those Capital & Regional Shareholders who hold their Capital &
Regional Shares on the South African Register, it is anticipated that, as a
consequence of certain South African regulatory requirements which make it
unduly onerous for NewRiver to allot and issue the New NewRiver Shares to
which they would otherwise be entitled pursuant to the terms of the
Combination, such Capital & Regional Shareholders will not receive such
New NewRiver Shares and will instead receive a cash sum in South African Rand,
further details of which are set out in the Scheme Document. Capital &
Regional Shareholders on the South African Register who wish to receive New
NewRiver Shares can do so by transferring their shareholding to an equivalent
interest on the UK Register, provided that their foreign exposure falls within
their foreign portfolio investment allowance or foreign allowance,
respectively. The costs associated with the removal of shares from the South
African Register to the UK Register will be borne by the Capital &
Regional Shareholder concerned.

Each Capital & Regional Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Combination.

The statements contained in this Announcement are not to be construed as
legal, business, financial or tax advice.

Notice to US investors in Capital & Regional

Capital & Regional Shareholders located in the United States should note
that the Combination relates to the securities of an English company with a
listing on the London Stock Exchange and is proposed to be implemented
pursuant to a scheme of arrangement under English law. A transaction effected
by means of a scheme of arrangement is not subject to the tender offer rules
or the proxy solicitation rules under the US Exchange Act. Accordingly, the
Scheme is subject to procedural and disclosure requirements and practices
applicable to a scheme of arrangement involving a target company in England
listed on the London Stock Exchange, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.

The Combination may, in circumstances described in the Scheme Document,
instead be carried out by way of a Takeover Offer under English law. If in the
future NewRiver exercises its right to implement the Combination by way of a
Takeover Offer, such Takeover Offer will be made in compliance with applicable
US tender offer and securities laws and regulations, including the exemptions
therefrom. Such Takeover Offer would be made in the United States by NewRiver
and no one else. In addition to any such Takeover Offer, in accordance with
normal practice in the United Kingdom, NewRiver, certain affiliated companies,
and their nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, Capital & Regional Shares outside the
United States, other than pursuant to the Takeover Offer, until the date on
which such Takeover Offer would become effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made, they
would be made outside the United States and would comply with applicable law,
including the US Exchange Act. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed, as required in the
United Kingdom, will be reported to a Regulatory Information Service of the
FCA and on SENS and will be available on the London Stock Exchange website:
www.londonstockexchange.com.

The financial information included in this Announcement, the Scheme Document
and other documentation related to the Combination has been or will have been
prepared in accordance with IFRS and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.

The New NewRiver Shares to be issued pursuant to the Scheme in connection with
the Combination will be issued in reliance on the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof Capital & Regional will advise the Court that its
sanction of the Scheme will be relied upon by NewRiver as an approval of the
scheme of arrangement following a hearing on its fairness to Capital &
Regional Shareholders at which hearing all such Capital & Regional
Shareholders are entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which notification
has been given to all Capital & Regional Shareholders.

The New NewRiver Shares to be issued to Capital & Regional Shareholders in
connection with the Combination pursuant to a scheme of arrangement under
English law may generally be resold without restriction under the US
Securities Act, except for resales by persons who are or will be affiliates
(within the meaning of Rule 144 under the US Securities Act). "Affiliates" of
a company are generally defined as persons who directly, or indirectly
through one or more intermediaries, control, or are controlled by, or are
under common control with, that company. Whether a person is an affiliate of
a company for purposes of the US Securities Act depends on the circumstances,
but affiliates can include certain officers, directors and significant
shareholders of Capital & Regional or of NewRiver prior to, or of NewRiver
after, the Effective Date. Capital & Regional Shareholders who believe
that they may be or will be affiliates for purposes of the US Securities Act
should consult their own legal advisers prior to any resale of New NewRiver
Shares received under the Scheme.

None of the securities referred to in the Scheme Document have been approved
or disapproved by the SEC or any US state securities commission, nor have any
such authorities passed judgment upon the fairness or the merits of the
Combination or the Scheme or determined if the Scheme Document is accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.

US holders of Capital & Regional Shares also should be aware that the
transaction contemplated herein may have tax consequences in the United States
and that such consequences, if any, are not described herein, as well as
foreign and other tax consequences. US holders of Capital & Regional
Shares are urged to consult with independent professional advisers regarding
the legal, tax and financial consequences of the Combination applicable to
them.

It may be difficult for US holders of Capital & Regional Shares to enforce
their rights and claims arising out of the US federal securities laws since
NewRiver and Capital & Regional are organised in countries other than the
United States and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in, jurisdictions other
than the United States. US holders of Capital & Regional Shares may have
difficulty effecting service of process within the United States upon those
persons or recovering against judgments of US courts, including judgments
based upon the civil liability provisions of the US federal securities laws.
US holders of Capital & Regional Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgment.

Forward-looking Statements

This Announcement, any oral statements made by Capital & Regional or
NewRiver in relation to the Combination, and other information published by
Capital & Regional or NewRiver may contain statements about Capital &
Regional and/or NewRiver and/or the Combined Group that are or may be
forward-looking statements. All statements other than statements of historical
facts included in this Announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "goals", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "estimates", "projects", hopes", "continues", "would",
"could", "should" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Capital
& Regional's or NewRiver's or the Combined Group's operations and
potential synergies resulting from the Combination; and (iii) the effects of
government regulation on Capital & Regional's or NewRiver's or the
Combined Group's business.

These forward-looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward-looking
statements involve known and unknown risks and uncertainties that could
significantly affect expected results and/or the operations of Capital &
Regional, NewRiver or the Combined Group and are based on certain assumptions
and assessments made by Capital & Regional and NewRiver in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. Many of these
risks and uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely.

There are several factors which could cause actual results to differ
materially from those projected, expressed or implied in forward-looking
statements. Among the factors that could cause actual results to differ
materially from those described in the forward-looking statements are the
satisfaction of or failure to satisfy all or any of the conditions to the
Combination, as well as additional factors, such as changes in the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates, changes in tax rates and future
business acquisitions or disposals, the success of business and operating
initiatives and restructuring objectives and the outcome of any litigation.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Except as expressly provided in
this Announcement, they have not been reviewed by the auditors of Capital
& Regional or NewRiver.

Neither Capital & Regional nor NewRiver, or any of their respective
associates or directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date of this Announcement. All subsequent oral or
written forward-looking statements attributable to Capital & Regional or
NewRiver or any of their respective members, directors, officers, employees or
advisers or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Capital & Regional and
NewRiver disclaim any obligation to update any forward-looking or other
statements contained in this Announcement, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the Announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the Announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website and requesting hard copy documents

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Capital & Regional's website at
https://capreg.com/investor-info/possible-offer/ and on NewRiver's website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/
by no later than 12.00 p.m. (London time) on 22 October 2024.

In accordance with Rule 30.3 of the Code, Capital & Regional Shareholders
on the UK Register and any persons with information rights may request a hard
copy of documents, announcements and information relating to the Combination
(including information incorporated by reference into such documents by
reference to another source) free of charge, by contacting Capital &
Regional's registrar, Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA or by calling Equiniti on +44 (0) 371 384 2050. For deaf and
speech impaired shareholders, calls are welcomed via Relay UK. Please see
www.relayuk.bt.com for more information. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays
in England and Wales). Please note that Equiniti cannot provide any financial,
legal or tax advice. Calls may be recorded and monitored for security and
training purposes. For persons who receive documents in electronic form or via
a website notification, hard copies will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information to be sent to them in relation to the Combination should be in
hard copy form.

Capital & Regional Shareholders on the South African Register may request
hard copies of documents by contacting JSE Investor Services at One Exchange
Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or by calling JSE
Investor Services on 0861472644 (from within South Africa) and +27 11 029 0112
(from outside South Africa) between 8.00 a.m. and 4.30 p.m. (South African
standard time) Monday to Friday (public holidays excepted). Calls to this
number from persons who are not resident in South Africa are charged at the
applicable international rate. Calls from a mobile device may incur network
extras.

Save as expressly referred to in this Announcement, the contents of the
aforementioned websites, and any websites accessible from hyperlinks on those
websites, are not incorporated into and do not form part of this Announcement.

Information relating to Capital & Regional Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Capital & Regional Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Capital & Regional may be provided to NewRiver during the Offer Period as
required by Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of
the Code.

 

 

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