REG - NewRiver REIT plc Capital & Regional - Announcement of FCA approval

Newriver ReitAnnouncement

26/09/2024 16:15

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RNS Number : 8716F  NewRiver REIT PLC  26 September 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

26 September 2024

RECOMMENDED CASH AND SHARE OFFER

by

NEWRIVER REIT PLC

for

CAPITAL & REGIONAL PLC

ANNOUNCEMENT OF FCA APPROVAL

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 for
the entire issued and to be issued share capital of Capital & Regional
(the "Combination") pursuant to Rule 2.7 of the Takeover Code (the "2.7
Announcement"), to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

As set out in Appendix 1 to the 2.7 Announcement, the Combination and proposed
Scheme were subject to a number of Conditions, including receipt or deemed
receipt of approval from the Financial Conduct Authority ("FCA") in respect of
the proposed change in control of Capital & Regional Property Management
Limited (an indirect, wholly-owned subsidiary of Capital & Regional), upon
completion of the acquisition of Capital & Regional by NewRiver.

NewRiver and Capital & Regional are pleased to announce that the requisite
approval has been received from the FCA.

It is expected that the Scheme Document containing, amongst other things,
further information about the Combination and notices of the Capital &
Regional Meetings, together with the Capital & Regional Forms of Proxy,
and the Prospectus containing, amongst other things, further information on
NewRiver and the Combined Group and notice of the NewRiver General Meeting,
together with the NewRiver Form of Proxy, will be published within 28 days of
the date of the 2.7 Announcement (or such later date as may be agreed by
NewRiver and Capital & Regional with the consent of the Panel).

A further update regarding the other outstanding Conditions and envisaged
timetable will be made as and when appropriate.

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the 2.7 Announcement.

Enquiries

 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
 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

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

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 will contain 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 prepare the Prospectus, containing information on the New
NewRiver Shares and the Combined Group.

Capital & Regional and NewRiver urge Capital & Regional Shareholders
to read the Scheme Document and the Prospectus carefully when they become
available because they will 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
when it becomes available because it will contain 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 and the
Prospectus (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.

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

Disclaimers

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, joint global co-ordinator and
joint bookrunner 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.

Numis Securities Limited ("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.

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.

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
certain jurisdictions other than the United Kingdom and South Africa may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom and South Africa should inform
themselves about, and observe any applicable requirements of their
jurisdictions.

In connection with the Combination, Capital & Regional Shareholders who
are not resident in and citizens of the United Kingdom or may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.

In particular, the ability of persons who are not resident in the United
Kingdom or South Africa to vote their Capital & Regional Shares with
respect to the Scheme at the Court Meeting, or to execute and deliver Capital
& Regional Forms of Proxy appointing another to vote at the Court Meeting
on their behalf; and persons who are not resident in the United Kingdom
(including, in this instance, persons who are resident in South Africa) to
receive New NewRiver Shares in part consideration pursuant to terms of the
Combination, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Combination disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by NewRiver or required by the Code, and permitted
by applicable law and regulation, the Combination will not be made available,
in whole or in part, 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 in favour of the Combination by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
relating to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Combination. 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, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of 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.

The Combination will be subject to the applicable requirements of the
Companies Act, the Code, the Panel, the UK Listing Rules, MAR, the Financial
Conduct Authority, the London Stock Exchange, the Johannesburg Stock Exchange
and the JSE Listing Requirements.

The information contained in this announcement constitutes factual information
as contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not
be construed as express or implied advice (as that term is used in the FAIS
Act and/or the South African Financial Markets Act, 19 of 2012, as amended)
that any particular transaction in respect of the Combination, is appropriate
to the particular investment objectives, financial situations or needs of a
shareholder, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. NewRiver is not a financial services provider
licensed as such under the FAIS Act.

Nothing in this announcement should be viewed, or construed, as "advice", as
that term is used in the South African Financial Markets Act, 19 of 2012, as
amended.

Notice to US investors in Capital & Regional

US holders of Capital & Regional Shares should note that the Combination
relates to the shares of an English company and is being made by means of a
scheme of arrangement provided for under, and governed by, English company
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 Combination is subject to the disclosure and
procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme
Document (or, if the Combination is implemented by way of a Takeover Offer,
the Offer Document) has been, or will have been, prepared in accordance with
International Financial Reporting Standards and thus may not be comparable to
the 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 are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereunder,
Capital & Regional will advise the Court that its sanctioning of the
Scheme will be relied on by NewRiver as an approval of the Scheme following a
hearing on the fairness of the terms and conditions of the Scheme to Capital
& Regional Shareholders, at which Court hearing all 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 such holders.

None of the securities referred to in this announcement 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 determined if this announcement is accurate or complete. Any
representation to the contrary is a criminal offence in the United States.

Capital & Regional Shareholders who are or will be affiliates (within the
meaning of Rule 144 under the US Securities Act) of NewRiver after the
Effective Date will be subject to certain US transfer restrictions relating to
the New NewRiver Shares received pursuant to the Scheme as will be further
described in the Scheme Document.

However, if, in the future, NewRiver exercises the right to implement the
Combination by way of a Takeover Offer and determines to extend the offer into
the United States, the Takeover Offer will be made in compliance with
applicable United States tender offer and securities laws and regulations and
the requirements of US state securities laws, in each case, to the extent any
exemptions thereunder are not applicable.

A US holder of Capital & Regional Shares should be aware that the
transactions contemplated herein may have tax consequences for US federal
income tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Capital & Regional Shareholder is
therefore urged to consult with legal, tax and financial advisers in
connection with making a decision regarding the Combination.

It may be difficult for US holders of Capital & Regional Shares to enforce
their rights and any claims arising out of US federal laws, since each of
NewRiver and Capital & Regional are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. 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
judgement.

To the extent permitted by applicable law, in accordance with normal UK
practice, NewRiver, certain affiliated companies and their nominees or brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Capital & Regional Shares outside of the US,
other than pursuant to the Combination, until the date on which the
Combination and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
UK, will be reported to the Regulatory News Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) and via SENS.

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, (https://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

In accordance with Rules 26.1 and 26.2 of the Code, a copy of this
announcement and other documents in connection with the Combination 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/
(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/disclaimer
(https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/disclaimer)
by no later than 12 noon (London time) on the first Business Day following the
date of this announcement.

For the avoidance of doubt, neither the contents of these websites nor the
contents of any websites accessible from any hyperlinks is incorporated into
or forms part of this announcement.

 

 

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