REG - Capital & Regional NewRiver REIT plc - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Newriver ReitAnnouncement

10/12/2024 12:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241210:nRSJ5367Pa&default-theme=true

RNS Number : 5367P  Capital & Regional plc  10 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

10 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

Further to Capital & Regional plc's ("Capital & Regional")
announcement on 6 December 2024 that the Court had sanctioned the Scheme, the
Boards of Capital & Regional and NewRiver REIT plc ("NewRiver") are
pleased to announce that the Court Order has been delivered to the Registrar
of Companies today and, accordingly, the Scheme has now become Effective in
accordance with its terms. The entire issued ordinary share capital of Capital
& Regional is therefore now owned by NewRiver.

 

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on
the register of members of Capital & Regional at the Scheme Record Time,
6.00 p.m. London time (8.00 p.m. South African standard time) on 9 December
2024, will be entitled to receive 31.25 pence in cash and 0.41946 New NewRiver
Shares for each Capital & Regional Share held by them at that time.

 

Admission of the Capital & Regional Shares to trading on the London Stock
Exchange will be cancelled with effect from 8.00 a.m. London time (10.00 a.m.
South African standard time) on 11 December 2024. The listing of and dealings
in Capital & Regional Shares on the JSE was suspended at 9.00 a.m. South
African standard time) on 10 December 2024.

 

Applications have been made to the FCA and to the London Stock Exchange for
98,321,755 New NewRiver Shares to be admitted to the equity shares (commercial
companies) category of the Official List and to trading on the Main Market,
respectively. Admission of the New NewRiver Shares to the equity shares
(commercial companies) category of the Official List and to trading on the
Main Market is expected to take place at 8.00 a.m. London time (10.00 a.m.
South African standard time) on 11 December 2024.

 

As set out in the Scheme Document, New NewRiver Shares held in uncertificated
form are expected to be credited to CREST accounts on or after 8.00 a.m.
London time (10.00 a.m. South African standard time) on 11 December 2024 and
NewRiver will procure the despatch of share certificates in respect of New
NewRiver Shares held in certificated form within 14 days of the Effective
Date, being today, 10 December 2024.

 

Cash Consideration Currency Exchange Rate

 

The cash component of the Combination Consideration payable to Capital &
Regional Shareholders on the South African Register is required to be settled
in South African Rand converted at the GBP/Rand Exchange Rate. Further to the
indicative GBP/Rand Exchange Rate announced on 6 December 2024, the final
GBP/Rand Exchange Rate, in respect of the cash component of the Combination
Consideration to be paid to Capital & Regional Shareholders on the South
African Register, will be ZAR22.250:GBP1.00, being the exchange spot rate
obtained by or on behalf of NewRiver on 10 December 2024.  Accordingly, each
Capital & Regional Shareholder on the South African Register will receive
695.31250 ZAR cents per Scheme Share which will be payable by NewRiver on 13
December 2024.

 

The announcement of the GBP/Rand Exchange Rate and the cash consideration in
ZAR cents payable per Capital & Regional Share in respect of the share
component of the Combination Consideration will be published on a Regulatory
Information Service and on SENS on 23 December 2024. The cash payment to
Capital & Regional Shareholders on the South African Register in respect
of the share component of the Combination Consideration will be made on 24
December 2024. Capital & Regional Shares will be delisted from the JSE
with effect from the commencement of trading on 27 December 2024.

 

Director resignations

 

As the Scheme has now become Effective, David Hunter (Non-Executive Chairman),
Laura Whyte (Non-Executive Senior Independent Director), Panico Theocharides
(Non-Executive Director), Norbert Sasse (Non-Executive Director), Katie Wadey
(Non-Executive Director) and Gerry Murphy (Non-Executive Director) have each
resigned from the Capital & Regional Board with effect from today, 10
December 2024.

 

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.

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.

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.
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 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.

 

 

 

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  SOAFZMMZMGKGDZM