REG - NewRiver REIT plc Capital & Regional - Publication of Prospectus

Newriver ReitAnnouncement

21/10/2024 10:30

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RNS Number : 9621I  NewRiver REIT 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.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS
EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE COMBINATION OR THE NEW NEWRIVER SHARES
EXCEPT ON THE BASIS OF INFORMATION IN THE COMBINED CIRCULAR AND PROSPECTUS AND
THE SCHEME DOCUMENT.

21 October 2024

NEWRIVER REIT PLC

("NewRiver", or the "Company")

Publication of Prospectus

Further to the announcement on 24 September 2024 in relation to the
recommended cash and share offer pursuant to which NewRiver will acquire the
entire issued and to be issued share capital of Capital & Regional plc
("Capital & Regional") (the "Rule 2.7 Announcement"), NewRiver announces
that the combined circular and prospectus (the "Prospectus") relating to the
issue of the Consideration Shares was approved by the Financial Conduct
Authority earlier today.

 

The Prospectus, incorporating the Notice of General Meeting (which will be
held at the offices of Eversheds Sutherland (International) LLP, One Wood
Street, London EC2V 7WS at 10:15 a.m. on 13 November 2024), will be posted to
NewRiver Shareholders today.

 

NewRiver Shareholders are encouraged to vote on the Resolutions contained in
the Notice of General Meeting but should carefully read the Prospectus in its
entirety before making any decision. The notes to the Notice of General
Meeting on pages 168 to 170 of the Prospectus provide an explanation of how to
attend and vote at the General Meeting, including how to appoint a proxy.

 

The expected timetable of principal events is as follows:

 

 Publication of the Prospectus and Notice of General Meeting                  21 October 2024

 Latest time and date for receipt of forms of proxy for the NewRiver General  10:15 a.m. on 11 November 2024
 Meeting

 NewRiver General Meeting                                                     10:15 a.m. on 13 November 2024
 Scheme Effective date                                                        10 December 2024

All references in this announcement to times are to times in London (unless
otherwise stated).

 

Subject to the requisite approval of Scheme Shareholders at the Capital &
Regional Court Meeting and of the Capital & Regional Shareholders at the
Capital & Regional General Meeting, which are expected to be held on 13
November 2024, the satisfaction or waiver (if capable of waiver) of the other
Conditions set out in the Scheme Document and the Sanction Hearing, the Scheme
is currently expected to become Effective on or around 10 December 2024. An
expected timetable of principal events for the Scheme is set out in the Scheme
Document.

 

The Prospectus (and Scheme Document) will shortly be made available on the
Company's website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc
(https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc)
. A copy of the Prospectus will shortly be available for inspection on the
National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

NewRiver also notes that a copy of the Scheme Document is expected to be
posted or made available by Capital & Regional to its shareholders today.
The Scheme Document contains, amongst other things, notices convening the
Capital & Regional Court Meeting and the Capital & Regional General
Meeting.

 

This announcement together with the information set out in the Prospectus
constitutes a notification pursuant to Chapter 7 of the UK Listing Rules.

 

Capitalised terms used in this announcement have the meanings given to them in
the Prospectus and/or the Scheme Document (as applicable).

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

 Amrit Mahbubani

 David Watkins

 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

 

Important Notice

 

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 corporate broker exclusively for
NewRiver and no one else in connection with the Combination and shall not be
responsible to anyone other than NewRiver for providing the protections
afforded to their clients, nor for providing advice in connection with the
Combination or any matter referred to herein. None of the Joint Brokers nor
any of their affiliates (nor any of them or their respective directors,
officers, employees, representatives or agents) owe or accept any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of such Joint Broker in connection with the
Combination, this announcement, any statement contained herein or otherwise.

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

This 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 or invitation to purchase, or 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 purchase, sale, issuance, exchange or transfer of
securities of NewRiver or Capital & Regional or such solicitation
pursuant to the Combination in any jurisdiction in which such offer,
invitation, solicitation, purchase, sale, issuance, exchange or transfer is
unlawful. The Combination will be implemented solely pursuant to the terms of
the Scheme Document (or, in the event that the Combination is to be
implemented by means of a Takeover Offer, the relevant offer document), which
together with the forms of proxy accompanying the Scheme Document (or form of
acceptance, if applicable), will contain the full terms and conditions of the
Combination, including details of how to vote in respect of the Combination.
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.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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  Excluded
Territories 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 Excluded Territories 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 Excluded Territories 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 Excluded Territories. 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 Excluded Territories 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,
the JSE Listing Requirements and the South African Reserve Bank.

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.

Information for 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 the Prospectus 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.

Forward-looking statements

This announcement, the Prospectus and the Scheme Document, oral statements
regarding the Combination and other information published by NewRiver and
Capital & Regional contain certain forward-looking statements with respect
to the financial condition, strategies, objectives, results of operations and
businesses of NewRiver and Capital & Regional and their respective groups
and certain plans and objectives with respect to the Combined Group. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of NewRiver and Capital
& Regional about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include statements
relating to the expected effects of the Combination on NewRiver and Capital
& Regional, the expected timing and scope of the Combination and other
statements other than historical facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are
based on assumptions and assessments made by NewRiver, and/or Capital &
Regional in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
are expected to occur in the future and the factors described in the context
of such forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and readers are therefore cautioned not to place undue reliance on these
forward-looking statements.

There are several factors which could cause actual results to differ
materially from those 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 changes in global,
political, economic, business and/or competitive conditions, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

Each forward-looking statement speaks only as at the date of this
announcement. Neither NewRiver nor Capital & Regional, nor their
respective groups assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law or by the rules of
any competent regulatory authority.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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 p.m. (London time) on the 10th
Business Day (as defined in the Takeover Code) following the commencement of
the Offer Period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day (as defined in the Takeover
Code) 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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 p.m. (London time) on the Business Day (as
defined in the Takeover Code) 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 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 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.

Requesting Hard Copy Documents

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or duly authorised under the Financial Advisory and Intermediary
Services Act 37 of 2002 (as amended) if you are resident in South Africa or,
if not, from an appropriately authorised independent financial adviser.

Publication on website

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 Excluded Territories, on
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.

The Combination is subject to the provisions of the Code.

 

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