REG - NewRiver REIT plc Capital & Regional - Recommended offer for Capital & Regional

Newriver ReitAnnouncement

24/09/2024 07:00

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RNS Number : 3413F  NewRiver REIT PLC  24 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 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 NEW NEWRIVER SHARES
EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE PROSPECTUS
WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 September 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

Summary and highlights

·                 The boards of NewRiver REIT plc
("NewRiver") and Capital & Regional plc ("Capital & Regional") are
pleased to announce that they have reached agreement on the terms and
conditions of a recommended cash and share offer 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
to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act.

·                 Under the terms of the Combination, Scheme
Shareholders will be entitled to receive:

 for each Capital & Regional Share      ·              31.25 pence in cash; and

                                        ·              0.41946 New NewRiver Shares

On the basis of the Closing Price per NewRiver Share of 74.5 pence on 22 May
2024 (being the last Business Day before the Offer Period commenced (the
"Offer Period Last Practicable Date")), the terms of the Combination imply a
value of 62.5 pence per Capital & Regional Share and approximately £147
million for the entire issued, and to be issued, ordinary share capital of
Capital & Regional, which represents a premium of approximately:

o     21 per cent. to the undisturbed Closing Price of a Capital &
Regional Share of 51.5 pence on the Offer Period Last Practicable Date;

o     21 per cent. to the three-month VWAP of 51.7 pence per Capital &
Regional Share on the Offer Period Last Practicable Date; and

o     18 per cent. to the six-month VWAP of 53.0 pence per Capital &
Regional Share on the Offer Period Last Practicable Date.

·                 Under the terms of the Combination, Capital
& Regional Shareholders will, in aggregate, receive approximately
98,527,475 New NewRiver Shares and, immediately following completion of the
Combination, will own approximately 21 per cent. of the issued ordinary share
capital of NewRiver (based on the existing issued ordinary share capital of
NewRiver and the issued and to be issued ordinary share capital of Capital
& Regional as at the Last Practicable Date).

·                 In addition, pursuant to the terms of the
Combination:

o     Capital & Regional Shareholders will be entitled to receive and
retain an interim dividend declared by Capital & Regional in respect of
the six month period to 30 June 2024, which is expected to be paid to entitled
Capital & Regional Shareholders on 27 September 2024, with such dividend
not to exceed an amount of 2.85 pence per Capital & Regional Share (the
"Capital & Regional Interim Dividend");

o     Capital & Regional Shareholders will, once they have become
NewRiver Shareholders following completion of the Combination, be entitled to
receive an interim dividend to be declared by NewRiver in respect of the six
month period to 30 September 2024, which is expected to be declared in
November 2024 and paid to NewRiver Shareholders on the register of members of
NewRiver on a record date to be set after the expected record time for the
Scheme to effect the Combination (the "Scheme Record Time"), with such interim
dividend to be in an amount of not less than 3.0 pence per NewRiver Share (the
"NewRiver Interim Dividend"). Therefore, Scheme Shareholders who retain their
New NewRiver Shares following completion of the Combination, and at the record
date to be set for the NewRiver Interim Dividend (assuming such record date
falls after the expected Scheme Record Time), will receive the NewRiver
Interim Dividend; and

o     if the record date for the NewRiver Interim Dividend is a date prior
to the Scheme Record Time, Capital & Regional will declare and pay, prior
to the Scheme Record Time, a further interim dividend of 1.3 pence per Capital
& Regional Share which Capital & Regional Shareholders will be
entitled to receive and retain (the "Capital & Regional Additional
Dividend").

·                 If, on or after the date of this
announcement and on or prior to the date on which the Combination becomes
Effective, Capital & Regional announces, declares, makes or pays:

o     any dividend, distribution or form of capital return in excess of
the Capital & Regional Interim Dividend;

o     in the event that the record date for the NewRiver Interim Dividend
is a date prior to the Scheme Record Time, any dividend, distribution or form
of capital return in excess of any Capital & Regional Additional Dividend;
and/or

o     any other dividend, distribution or form of capital return,

(each a "Capital & Regional Additional Distribution"), Capital &
Regional Shareholders will be entitled to receive and retain such Capital
& Regional Additional Distribution but NewRiver will be entitled to reduce
the consideration payable pursuant to the terms of the Combination by an
amount equivalent to all or any part of such Capital & Regional Additional
Distribution.

·                 The cash consideration payable by NewRiver
pursuant to the terms of the Combination will be funded from NewRiver's
existing cash resources, including the net proceeds of the Placing (as
announced on 18 September 2024, pursuant to which NewRiver raised net proceeds
of £48.9 million, in aggregate). The cash consideration is priced in pounds
sterling. However, Capital & Regional Shareholders on Capital &
Regional's South African Register will, as is required as a consequence of
Capital & Regional's secondary listing on the JSE, receive any cash
consideration due to them under the terms of the Combination (as well as any
Capital & Regional Additional Dividend) in South African Rand. The Scheme
Document will include further details in relation to these currency exchanges.
Further details in respect of the proposed treatment of Capital & Regional
Shareholders who hold their Capital & Regional Shares on Capital &
Regional's South African Register will also be set out in the Scheme Document.

·                 The Combination constitutes a "significant
transaction" for NewRiver for the purposes of the UK Listing Rules, and this
announcement constitutes a notification pursuant to Chapter 7 of the UK
Listing Rules.

Highlights of the Combination

·                 The boards of NewRiver and Capital &
Regional believe that the Combination has a strong strategic, operational and
financial rationale, further details of which are set out below:

o    Combination of high-quality, complementary assets - Capital &
Regional's portfolio comprises six community shopping centres predominantly
located in London and South East England and principally let to low-risk,
essential and value-oriented retailers that are highly complementary to
NewRiver's existing portfolio. Both portfolios comprise retail assets that are
well-located to satisfy convenience-led shopping by an attractive customer
base, with over 70 per cent. of shoppers in both NewRiver's and Capital &
Regional's assets travelling less than five miles and over 55 per cent. of
shoppers having above average post-tax net incomes. NewRiver believes that the
disposal of non-core assets in recent years and the acquisition of The Gyle in
Edinburgh in September 2023 have enhanced the quality and complementary nature
of Capital & Regional's remaining portfolio;

o    Creation of a c. £0.9 billion retail portfolio - the Combined Group
will have a portfolio focused on community shopping centres and retail parks,
generating annualised rent of approximately £90 million, valued in aggregate
at c.£889 million (based on the property valuation reports for NewRiver
prepared by Knight Frank and Colliers, as set out in Parts A and B of Appendix
4 to this announcement and the property valuation report on Capital &
Regional's portfolio prepared by Knight Frank, as set out in Part C of
Appendix 4 to this announcement) (comprising 47 assets) and with assets under
management of c.£2.4 billion (comprising 84 assets);

o    Low-risk tenant profile with an attractive income profile and
opportunities to add value - the Combined Group's portfolio will benefit from
complementary low-risk tenant bases with low levels of tenant concentration.
Approximately 87 per cent. of Capital & Regional's retail tenant base by
rent is comprised of retail tenants focused on value and essential goods and
services, comparable to approximately 80 per cent. of NewRiver's retail tenant
base. The Combined Group's portfolio risk profile will be aligned with UK
retail and industrial sector averages, by reference to the projected
cumulative tenant probability of failure, with the benefit of a material yield
premium and with an equivalent yield of approximately 8.5 per cent. compared
to the UK retail and industrial sector averages of 6.8 per cent. and 6.1 per
cent., respectively. With an affordable occupational cost ratio of c. 8.8 per
cent. and strong in-store sales growth, the combined portfolio would be
well-positioned for future rental growth, supported by ongoing asset
management opportunities within Capital & Regional's portfolio, such as
increasing occupancy and improving gross-to-net ratios;

o    Material cost savings and significant earnings accretion - the
Combination is expected to unlock approximately £6.2 million of net pre-tax
run-rate recurring annual cost synergies, the majority of which are expected
to be effective shortly following completion of the Combination with the full
benefit of the synergies from the Combination expected to be unlocked within
12 months of completion of the Combination on an annualised basis. These cost
savings are expected to arise from the removal of duplicative functions and
the rationalisation of listing and other administrative and operational
expenses, as outlined in the Quantified Financial Benefits Statement set out
in this announcement. The Combination is expected to generate a strong income
return and mid- to high-teens accretion to UFFO per share, enhancing the
Combined Group's ability to pay a materially higher, covered dividend;

o    Balance sheet strength maintained and debt maturity profile
diversified - the Combined Group will seek to preserve a robust and
conservatively leveraged balance sheet in line with NewRiver's existing LTV
guidance. On completion of the Combination, the Combined Group will benefit
from a weighted average cost of 3.5 per cent. across drawn debt of £444
million with no maturity on drawn debt until January 2027 as well as
continuing to benefit from substantial available liquidity, improved debt
optionality and expected cost of capital benefits resulting from the increased
scale of the Combined Group; and

o    Increased share liquidity with expanded shareholder base - the
Combination will create an enlarged REIT with enhanced equity market profile
and a broader shareholder base, with shareholders benefitting from the
potential for increased share liquidity and larger weightings in key indices.

Recommendations

Recommendation of Independent Capital & Regional Directors

·                 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, 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 each 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
Code.

·                 Accordingly, the Independent Capital &
Regional Directors intend to recommend unanimously that Capital & Regional
Shareholders vote, or procure the vote, in favour of the Scheme at the Court
Meeting (or, in the event that the Combination is implemented by a Takeover
Offer, accept, or procure the acceptance of, such Takeover Offer) and in
favour of the Capital & Regional Resolution(s) to be proposed at the
Capital & Regional General Meeting.

·                 Norbert Sasse and Panico Theocharides,
non-executive directors of Capital & Regional, are Growthpoint's nominated
representatives on the Capital & Regional Board. As noted below,
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(s) 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.

·                 Those Capital & Regional Directors who
hold Capital & Regional Shares have irrevocably undertaken to vote, or
procure the vote, in favour of the Scheme at the Court Meeting (or, in the
event that the Combination is implemented by a Takeover Offer, accept, or
procure the acceptance of, such Takeover Offer) and in favour of the Capital
& Regional Resolution(s) to be proposed at the Capital & Regional
General Meeting in respect of their own, and their connected persons',
beneficial holdings of, in aggregate, 437,212 Capital & Regional Shares,
representing approximately 0.19 per cent. of the issued ordinary share capital
of Capital & Regional on the Last Practicable Date.

Recommendation of NewRiver Directors

·                 The NewRiver Board, which has been so
advised by Jefferies International Limited ("Jefferies") as to the financial
terms of the Combination, considers the Combination to be in the best
interests of NewRiver Shareholders, as a whole. In providing its advice,
Jefferies has taken into account the commercial assessments of the NewRiver
Board.

·                 The NewRiver Board intends unanimously to
recommend that NewRiver Shareholders vote, or procure the vote, in favour of
the NewRiver Resolutions to be proposed at the NewRiver General Meeting which
is to be convened to approve, amongst other things, certain matters in
connection with the Combination, as those NewRiver Directors who hold NewRiver
Shares have irrevocably undertaken to do in respect of their own beneficial
holdings of, in aggregate, 1,383,602 NewRiver Shares, representing
approximately 0.37 per cent. of the issued ordinary share capital of NewRiver
on the Last Practicable Date.

Shareholder support

·                 All Capital & Regional Directors that
hold Capital & Regional Shares have irrevocably undertaken to vote, or
procure the vote, in favour of the Scheme at the Court Meeting and of the
Capital & Regional Resolution(s) to be proposed at the Capital &
Regional General Meeting (or in the event that the Combination is implemented
by a Takeover Offer, to accept, or procure the acceptance of, such Takeover
Offer) in respect of 437,212 Capital & Regional Shares in aggregate,
representing approximately 0.19 per cent. of the issued ordinary share capital
of Capital & Regional on the Last Practicable Date.

·                 Capital & Regional's largest
shareholder, Growthpoint, is fully supportive of the Combination and,
accordingly, has irrevocably undertaken to vote, or procure the vote, in
favour of the Scheme at the Court Meeting and of the Capital & Regional
Resolution(s) 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), in
respect of 160,648,081 Capital & Regional Shares, in aggregate,
representing approximately 69 per cent. of the issued ordinary share capital
of Capital & Regional on the Last Practicable Date. Following completion
of the Combination, Growthpoint is expected to hold NewRiver Shares equivalent
to approximately 14 per cent. of the enlarged issued ordinary share capital of
NewRiver (based on the existing issued ordinary share capital of NewRiver and
the issued and to be issued ordinary share capital of Capital & Regional
as at the Last Practicable Date). Growthpoint has also undertaken not to sell
any New NewRiver Shares which may be issued to it under the terms of the
Combination (i) for a period of five months following the Effective Date
without the prior written consent of NewRiver and other than through
NewRiver's financial adviser; and (ii) for a further period of four months
thereafter, without first giving NewRiver reasonable written notice of any
such sale, in both cases subject to certain customary exceptions.

·                 In total, NewRiver has therefore received
irrevocable undertakings in respect of, in aggregate, 161,085,293 Capital
& Regional Shares, representing approximately 69.1 per cent. of the issued
ordinary share capital of Capital & Regional on the Last Practicable Date.

·                 Further details of these irrevocable
undertakings, including the circumstances in which the obligations thereunder
cease to apply, are set out in Appendix 3 to this announcement.

Dividend policy

·                 Following the completion of the
Combination, the Combined Group would continue to pursue NewRiver's dividend
policy of paying dividends equivalent to 80 per cent. of UFFO, with any
top-up, including where required to ensure compliance with the REIT regime, to
be confirmed at the Combined Group's full year results.

Conditions and timetable

·                 It is intended that the Combination will be
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act although NewRiver reserves the right to effect the
Combination by way of a Takeover Offer, subject to the consent of the Panel.

·                 NewRiver will also be required to produce a
circular and a prospectus (the "Prospectus") in connection with, amongst other
things: (i) facilitating the admission to trading and listing of the New
NewRiver Shares to be allotted and issued to Capital & Regional
Shareholders as consideration in connection with the Combination; and (ii)
convening a general meeting of NewRiver Shareholders to seek certain
shareholder approvals that are required to facilitate the Combination,
including the approval of the NewRiver Combination Resolution(s). It is
expected that the Prospectus will be published at or around the same time as
the Scheme Document is published and posted to Capital & Regional
Shareholders.

·                 Under the terms of the Combination, the
Scheme will be put to Scheme Shareholders at the Court Meeting, the Capital
& Regional Resolution(s) will be put to Capital & Regional
Shareholders at the Capital & Regional General Meeting and the NewRiver
Resolution(s) (including the NewRiver Combination Resolution(s) will be put to
NewRiver Shareholders at the NewRiver General Meeting. The Combination is
conditional upon the resolutions to be put to Scheme Shareholders at the Court
Meeting, Capital & Regional Shareholders at the Capital & Regional
General Meeting and the NewRiver Combination Resolution(s) to NewRiver
Shareholders at the NewRiver General Meeting, in each case, being passed by
the requisite majorities. The Combination is not conditional upon the NewRiver
Additional Resolutions being passed by the requisite majorities at the
NewRiver General Meeting.

·                 In order to become Effective, the Scheme
must be approved by a majority in number of Scheme Shareholders present and
voting (and entitled to vote) at the Court Meeting, whether in person or by
proxy, representing 75 per cent. or more in value of the Scheme Shares held by
those Scheme Shareholders (or, if applicable, the relevant class or classes
thereof).

·                 In addition, at the Capital & Regional
General Meeting, the Capital & Regional Resolution(s) must be passed by
Capital & Regional Shareholders representing at least 75 per cent. of the
votes validly cast on the resolution(s), whether in person or by proxy. The
Capital & Regional General Meeting will be held immediately after the
Court Meeting.

·                 At the NewRiver General Meeting, the
NewRiver Combination Resolution(s), which will authorise the NewRiver
Directors to allot New NewRiver Shares to Capital & Regional Shareholders
as consideration for the Combination, will require the approval of a simple
majority of votes cast, in person or by proxy, in order to be passed. The
NewRiver General Meeting will be held at or around the same time as the
Capital & Regional Meetings.

·                 In addition, the NewRiver Additional
Resolutions will also be proposed at the NewRiver General Meeting. The
NewRiver Additional Resolutions will be proposed: (i) to grant the NewRiver
Directors authority to allot new NewRiver Shares on ongoing basis until the
conclusion of NewRiver's annual general meeting in 2025 pursuant to section
551 of the Companies Act, which resolution must be passed by NewRiver
Shareholders representing more than 50 per cent. of the votes validly cast on
such resolution, whether in person or by proxy, and (ii) to dis-apply
statutory pre-emption rights in connection with the allotment of any such new
NewRiver Shares on an ongoing basis until the conclusion of NewRiver's annual
general meeting in 2025 pursuant to section 571 of the Companies Act, which
resolution must be passed by NewRiver Shareholders representing at least 75
per cent. of the votes validly cast on such resolution(s), whether in person
or by proxy. The NewRiver Directors have no present intention to utilise the
authorities proposed to be granted to them pursuant to the NewRiver Additional
Resolutions.

·                 In addition to the conditions relating to
the Capital & Regional and NewRiver shareholder approvals referred to
above, the other principal conditions to which the Combination is subject are
as follows:

o  the receipt of approval from the FCA to the proposed change of control of
a regulated entity within the Capital & Regional Group;

o  the FCA having acknowledged that the application for the admission of the
New NewRiver Shares to the Equity Shares (Commercial Companies) category of
the Official List has been approved and will become effective subject to the
satisfaction of any listing conditions;

o  the London Stock Exchange having acknowledged to NewRiver that the New
NewRiver Shares will be admitted to trading on the Main Market of the London
Stock Exchange;

o  the Scheme being sanctioned by the Court (without modification, or with
modification on terms agreed by NewRiver and Capital & Regional with the
consent of the Panel); and

o  following such sanction, a copy of the Scheme Court Order being delivered
to the Registrar of Companies.

·                 Subject to the satisfaction or waiver (as
applicable) of the Conditions and the further terms set out in Appendix 1 to
this announcement and to the full terms and conditions relating to the
Combination to be set out in the Scheme Document, the Scheme is expected to
become Effective in early 2025. An expected timetable of principal events will
be included in the Scheme Document.

·                 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 this announcement (or such later
date as may be agreed by NewRiver and Capital & Regional with the consent
of the Panel).

Comments on the Combination

Commenting on the Combination, Lynn Fordham, Chair of NewRiver said:

"This is a compelling transaction which has a strong strategic, operational
and financial rationale at an attractive point in the market cycle. Combining
the complementary retail portfolios of NewRiver and Capital & Regional
will create an enlarged specialist REIT with a c. £0.9 billion portfolio of
high quality, well-located assets, including 29 community shopping centres and
13 retail parks across the UK and Northern Ireland. Both portfolios share a
focus on convenience, value and essential goods and services, and are well
positioned to benefit from future rental growth, supported by NewRiver's
retail asset management platform.

"In addition to providing enhanced scale with total assets under management,
including NewRiver's existing Capital Partnerships business, of approximately
£2.4 billion, the transaction will offer substantial cost savings and
significant earnings accretion, enhancing the Combined Group's ability to pay
a materially higher, covered dividend, whilst increased scale should also
benefit future share liquidity for shareholders".

Commenting on the Combination, David Hunter, Chair of Capital & Regional
said:

"The combination of these two complementary portfolios provides our
shareholders with both upfront liquidity through the cash element and equity
exposure to an enlarged UK REIT, offering increased share liquidity from a
broader shareholder base. In addition, the Combination will result in further
asset and tenant diversification and lower operating costs than would
otherwise be achieved by Capital & Regional on a standalone basis. Capital
& Regional Shareholders will also benefit from exposure to a business with
a £0.9 billion property portfolio, a strong balance sheet and a combined
track record of sustained dividend growth, providing an excellent opportunity
to deliver ongoing value for shareholders.

"When weighing the standalone prospects of Capital & Regional against the
Combination, and in light of Growthpoint's intentions regarding its majority
stake, we believe this offer is in the best interests of Capital &
Regional Shareholders and are pleased to unanimously recommend it to them".

The above summary should be read in conjunction with, and is subject to, the
full text of this announcement (including its Appendices). The Combination
will be subject to the Conditions and other terms set out in Appendix 1 and to
the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 contains bases and sources of certain information contained in this
announcement. Details of irrevocable undertakings received are set out in
Appendix 3. Property valuation reports for Capital & Regional and NewRiver
(as at 30 June 2024) are set out in Appendix 4 pursuant to Rule 29 of the
Code. These property valuation reports will, subject to the requirements of
the Code, be reproduced in the Scheme Document and the Prospectus. Each of
Knight Frank, Colliers and CBRE has given and has not withdrawn its consent to
the publication of its valuation report in this announcement in the form and
context in which it is included. Appendix 5 sets out the Quantified Financial
Benefits Statement relating to cost savings and synergies arising out of the
Combination and provides underlying information and bases of belief. Appendix
5 also includes reports from NewRiver's reporting accountant, BDO, and its
lead financial adviser, Jefferies, in connection with the Quantified Financial
Benefits Statement, as required pursuant to Rule 28.1(a) of the Code. Each of
BDO and Jefferies has given and not withdrawn its consent to the publication
of its report in this announcement in the form and context in which it
appears. Appendix 6 sets out certain information in relation to the Combined
Group's debt position. Appendix 7 sets out certain additional information in
relation to the Combined Group's portfolio. Appendix 8 contains certain
information in relation to the top five tenants of each of NewRiver, Capital
& Regional and the Combined Group. Appendix 9 contains certain additional
property information disclosures. Certain terms used in this summary and this
announcement are defined in Appendix 10.

Analyst and Investor Presentation

NewRiver will host a presentation for analysts and investors via webcast at
9.30 a.m. (UK time) today (24 September 2024) to discuss the Combination. To
participate in this webcast, please use the following access details:

https://secure.emincote.com/client/newriver/offer-for-capital-regional
(https://url.uk.m.mimecastprotect.com/s/bUpRCvo2DFgxQRQtQf8CQYdvT?domain=secure.emincote.com)

The presentation will also be accessible on-demand later today on NewRiver's
website:
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc
(https://url.uk.m.mimecastprotect.com/s/KPUACwmpZiQKB2BHqh2CJiZiP?domain=nrr.co.uk)
.

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

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.

Further Information

This announcement contains inside information in relation to NewRiver and
Capital & Regional for the purposes of Article 7 of the Market Abuse
Regulation. This announcement has been authorised for release on behalf of
NewRiver by the NewRiver Board. The person responsible for arranging the
release of this announcement on behalf of NewRiver is Kerin Williams, Company
Secretary.

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.

Forward-looking Statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Combination, and other
information published by NewRiver and Capital & Regional contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections 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. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
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; and (ii) business and management strategies and the
expansion and growth of NewRiver's or Capital & Regional's or the Combined
Group's operations and potential synergies resulting from the Combination.

Although NewRiver and Capital & Regional believe that the expectations
reflected in such forward-looking statements are reasonable, neither NewRiver
nor Capital & Regional can give assurance that such expectations will
prove to be correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on circumstances that
will occur in the future.

There is a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Combination; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Combination not being realised as a result of changes in general economic and
market conditions; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which NewRiver and Capital & Regional operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.

Neither NewRiver nor Capital & Regional, nor any of their respective
associates or directors, officers 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.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements. Other than in accordance with their legal
or regulatory obligations, neither NewRiver nor Capital & Regional is
under any obligation, and each of NewRiver and Capital & Regional
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, 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, (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.

Quantified Financial Benefits Statement

Statements of estimated cost savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not
be achieved, may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither the Quantified
Financial Benefits Statement nor any other statement in this announcement
should be construed as a profit forecast or interpreted to mean that the
Combined Group's earnings in the first full year following the Effective Date,
or in any subsequent period, would necessarily match or be greater than or be
less than those of NewRiver or Capital & Regional for the relevant
preceding financial period or any other period. For the purposes of Rule 28 of
the Code, the Quantified Financial Benefits Statement contained in this
announcement is the responsibility of NewRiver and the NewRiver Directors.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for NewRiver or
Capital & Regional for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for NewRiver or Capital & Regional.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables and paragraphs may vary slightly and figures shown as totals
in certain tables and paragraphs may not be an arithmetic aggregation of the
figures that precede them.

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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Capital & Regional Shareholders
and persons with information rights may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement), free of charge, by contacting Equiniti during business hours on
0371 384 2438 (from within the United Kingdom) and +44 (0) 121 415 7047 (from
outside the United Kingdom) or by submitting a request in writing to Equiniti,
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. 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
will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales.

Capital & Regional Shareholders recorded on the South African Register may
request hard copies of this announcement by contacting JSE Investor Services
at One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or on
011 713 0800 (from within South Africa) and +27 11 713 0800 (from outside
South Africa) between 8.30 a.m. and 5.30 p.m. (London 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.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement 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.

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.

Scheme Process

In accordance with Section 5 of Appendix 7 of the Code, Capital & Regional
will announce through a Regulatory Information Service key events in the
Scheme process including the outcomes of the Capital & Regional Meetings
and the Scheme Sanction Hearing.

Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the Capital & Regional Meetings (or any later date to which such
meetings are adjourned). In accordance with Section 11 of Appendix 7 of the
Code, if the Scheme lapses or is withdrawn, all documents of title will be
returned as soon as practicable and in any event within 14 days of such
lapsing or withdrawal.

Information relating to Capital & Regional Shareholders

Please be aware that addresses, electronic addresses and certain other
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 under Section 4 of Appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.

Rule 2.9 of the Code

In accordance with Rule 2.9 of the Code, as at the close of business on the
Last Practicable Date, NewRiver confirms that its issued share capital
consisted of 378,176,668 ordinary shares of one penny each, of which 3,109,959
ordinary shares are held in the Employee Benefit Trust ("EBT"). Accordingly,
the total number of voting rights in the Company is 375,066,709. The Company
does not hold any shares in treasury.  The International Securities
Identification Number ("ISIN") of the ordinary shares is GB00BD7XPJ64.

 

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 NEW NEWRIVER SHARES
EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE PROSPECTUS
WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 September 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

1.           INTRODUCTION

The boards of NewRiver REIT plc ("NewRiver") and Capital & Regional plc
("Capital & Regional") are pleased to announce that they have reached
agreement on the terms and conditions of a recommended cash and share offer
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 to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.

2.           THE COMBINATION

Under the terms of the Combination, Scheme Shareholders will be entitled to
receive:

 for each Capital & Regional Share      ·              31.25 pence in cash; and

                                        ·               0.41946 New NewRiver Shares

On the basis of the Closing Price per NewRiver Share of 74.5 pence on 22 May
2024 (being the last Business Day before the Offer Period commenced (the
"Offer Period Last Practicable Date")), the terms of the Combination imply a
value of 62.5 pence per Capital & Regional Share and approximately £147
million for the entire issued, and to be issued, ordinary share capital of
Capital & Regional, which represents a premium of approximately:

·              21 per cent. to the undisturbed Closing Price of
a Capital & Regional Share of 51.5 pence on the Offer Period Last
Practicable Date;

·              21 per cent. to the three-month VWAP of 51.7
pence per Capital & Regional Share on the Offer Period Last Practicable
Date; and

·              18 per cent. to the six-month VWAP of 53.0 pence
per Capital & Regional Share on the Offer Period Last Practicable Date.

Under the terms of the Combination, Capital & Regional Shareholders will,
in aggregate, receive approximately 98,527,475 New NewRiver Shares and,
immediately following completion of the Combination, will own approximately 21
per cent. of the issued ordinary share capital of NewRiver (based on the
existing issued ordinary share capital of NewRiver and the issued and to be
issued ordinary share capital of Capital & Regional as at the Last
Practicable Date).

In addition, pursuant to the terms of the Combination:

·              Capital & Regional Shareholders will be
entitled to receive and retain an interim dividend declared by Capital &
Regional in respect of the six month period to 30 June 2024, which is expected
to be paid to entitled Capital & Regional Shareholders on 27 September
2024, with such dividend not to exceed an amount of 2.85 pence per Capital
& Regional Share (the "Capital & Regional Interim Dividend");

·              Capital & Regional Shareholders will, once
they have become NewRiver Shareholders following completion of the
Combination, be entitled to receive an interim dividend to be declared by
NewRiver in respect of the six month period to 30 September 2024, which is
expected to be declared in November 2024 and paid to NewRiver Shareholders on
the register of members of NewRiver on a record date to be set after the
expected record time for the Scheme to effect the Combination (the "Scheme
Record Time"), with such interim dividend to be in an amount of not less than
3.0 pence per NewRiver Share (the "NewRiver Interim Dividend"). Therefore,
Scheme Shareholders who retain their New NewRiver Shares following completion
of the Combination, and at the record date to be set for the NewRiver Interim
Dividend (assuming such record date falls after the expected Scheme Record
Time), will receive the NewRiver Interim Dividend; and

·              if the record date for the NewRiver Interim
Dividend is a date prior to the Scheme Record Time, Capital & Regional
will declare and pay, prior to the Scheme Record Time, a further interim
dividend of 1.3 pence per Capital & Regional Share which Capital &
Regional Shareholders will be entitled to receive and retain (the "Capital
& Regional Additional Dividend").

If, on or after the date of this announcement and on or prior to the date on
which the Combination becomes Effective, Capital & Regional announces,
declares, makes or pays:

·              any dividend, distribution or form of capital
return in excess of the Capital & Regional Interim Dividend;

·              in the event that the record date for the
NewRiver Interim Dividend is a date prior to the Scheme Record Time, any
dividend, distribution or form of capital return in excess of any Capital
& Regional Additional Dividend; and/or

·              any other dividend, distribution or form of
capital return,

(each a "Capital & Regional Additional Distribution"), Capital &
Regional Shareholders will be entitled to receive and retain such Capital
& Regional Additional Distribution but NewRiver will be entitled to reduce
the consideration payable pursuant to the terms of the Combination by an
amount equivalent to all or any part of such Capital & Regional Additional
Distribution.

The cash consideration payable by NewRiver pursuant to the terms of the
Combination will be funded from NewRiver's existing cash resources, including
the net proceeds of the Placing (as announced on 18 September 2024, pursuant
to which NewRiver raised net proceeds of £48.6 million, in aggregate). The
cash consideration is priced in pounds sterling. However, Capital &
Regional Shareholders on Capital & Regional's South African Register will,
as is required as a consequence of Capital & Regional's secondary listing
on the JSE, receive any cash consideration due to them under the terms of the
Combination (as well as any Capital & Regional Additional Dividend) in
South African Rand. The Scheme Document will include further details in
relation to these currency exchanges. Further details in respect of the
proposed treatment of Capital & Regional Shareholders who hold their
Capital & Regional Shares on Capital & Regional's South African
Register will also be set out in the Scheme Document.

The New NewRiver Shares will be issued credited as fully paid and will rank
pari passu in all respects with the NewRiver Shares in issue at that time,
including the right to receive and retain dividends and other distributions
(if any) announced, declared, made or paid by reference to a record date on or
after the Effective Date (including, for the avoidance of doubt, the NewRiver
Interim Dividend in the event that the record date for such dividend falls
after the expected Scheme Record Time). Applications will be made to the FCA
for the New NewRiver Shares to be admitted to the Equity Shares (Commercial
Companies) category of the Official List and to the London Stock Exchange for
the New NewRiver Shares to be admitted to trading on the Main Market of the
London Stock Exchange for listed securities.

The Capital & Regional Shares which will be acquired under the Combination
will be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by reduction
of share capital or share premium account or otherwise) made or paid on or
after the date of this announcement, save for the Capital & Regional
Interim Dividend and any Capital & Regional Additional Dividend.

The Combination constitutes a "significant transaction" for NewRiver for the
purposes of the UK Listing Rules, and this announcement constitutes a
notification pursuant to Chapter 7 of the UK Listing Rules.

3.           BACKGROUND TO, AND REASONS FOR, THE COMBINATION

NewRiver is a leading real estate investment trust specialising in buying,
managing and developing retail assets throughout the UK. Its community
shopping centres and conveniently located retail parks are occupied by tenants
predominantly focused on providing essential goods and services. Alongside its
balance sheet assets, and in order to leverage its high-quality retail asset
management platform, NewRiver also has a Capital Partnership business, which
generates recurring fee income by providing asset management services to a
high quality roster of institutional, private equity and public sector
partners. NewRiver's objective is to own and manage the most resilient retail
portfolio in the UK, focused on core shopping centres, retail parks, and
regeneration opportunities in order to deliver long term attractive recurring
income returns and capital growth for its shareholders.

Capital & Regional is a UK-focused retail property REIT specialising in
shopping centres serving the non-discretionary and value-orientated needs of
their local communities. It has a track record of delivering value enhancing
retail and leisure asset management opportunities across a portfolio of
tailored in-town community shopping centres. Capital & Regional is listed
on the Main Market of the London Stock Exchange and has a secondary listing on
the Main Board of the Johannesburg Stock Exchange, with gross assets of £350
million at 30 June 2024 (based on the property valuation report on Capital
& Regional's portfolio prepared by Knight Frank, as set out in Part C of
Appendix 4 to this announcement) and a market capitalisation of approximately
£145 million as at the Last Practicable Date.

The NewRiver Board believes that there is a strong strategic, operational and
financial rationale for the Combination and that the Combined Group will
benefit from enhanced scale, material cost savings, mid- to high-teens
accretion to UFFO per share, better access to acquisition and asset management
opportunities, improved debt optionality, expected cost of capital benefits
and the potential for increased share liquidity.

Following a challenging period for the UK retail real estate sector, in which
capital values have materially rebased, with the MSCI UK Shopping Centres
Index declining by 53 per cent. between June 2019 and June 2024, the NewRiver
Board believes the Combination represents a unique opportunity to create a
significantly enlarged portfolio at an attractive point in the market cycle.

In particular, the NewRiver Board believes that the Combination will have the
following benefits for the Combined Group:

·                 Combination of high-quality, complementary
assets - Capital & Regional's portfolio comprises six community shopping
centres predominantly located in London and South East England and principally
let to low-risk, essential and value-oriented retailers that are highly
complementary to NewRiver's existing portfolio. Both portfolios comprise
retail assets that are well-located to satisfy convenience-led shopping by an
attractive customer base, with over 70 per cent. of shoppers in both
NewRiver's and Capital & Regional's assets travelling less than five miles
and over 55 per cent. of shoppers having above average post-tax net incomes.
NewRiver believes that the disposal of non-core assets in recent years and the
acquisition of The Gyle in Edinburgh in September 2023 have enhanced the
quality and complementary nature of Capital & Regional's remaining
portfolio;

·                 Creation of a c. £0.9 billion retail
portfolio - the Combined Group will have a portfolio focused on community
shopping centres and retail parks, generating annualised rent of approximately
£90 million, valued in aggregate at c.£889 million (based on the property
valuation reports for NewRiver prepared by Knight Frank and Colliers, as set
out in Parts A and B of Appendix 4 to this announcement and the property
valuation report on Capital & Regional's portfolio prepared by Knight
Frank, as set out in Part C of Appendix 4 to this announcement) (comprising 47
assets) and with assets under management of c. £2.4 billion (comprising 84
assets);

·                 Low-risk tenant profile with an attractive
income profile and opportunities to add value - the Combined Group's portfolio
will benefit from complementary low-risk tenant bases with low levels of
tenant concentration. Approximately 87 per cent. of Capital & Regional's
retail tenant base by rent is comprised of retail tenants focused on value and
essential goods and services, comparable to approximately 80 per cent. of
NewRiver's retail tenant base. The Combined Group's portfolio risk profile
will be aligned with UK retail and industrial sector averages, by reference to
the projected cumulative tenant probability of failure, with the benefit of a
material yield premium and with an equivalent yield of approximately 8.5 per
cent. compared to the UK retail and industrial sector averages of 6.8 per
cent. and 6.1 per cent., respectively. With an affordable occupational cost
ratio of c. 8.8 per cent. and strong in-store sales growth, the combined
portfolio would be well-positioned for future rental growth, supported by
ongoing asset management opportunities within Capital & Regional's
portfolio, such as increasing occupancy and improving gross-to-net ratios;

·                 Material cost savings and significant
earnings accretion - the Combination is expected to unlock approximately £6.2
million of net pre-tax run-rate recurring annual cost synergies, the majority
of which are expected to be effective shortly following completion of the
Combination with the full benefit of the synergies from the Combination
expected to be unlocked within 12 months of completion of the Combination on
an annualised basis. These cost savings are expected to arise from the removal
of duplicative functions and the rationalisation of listing and other
administrative and operational expenses, as outlined in the Quantified
Financial Benefits Statement set out in this announcement. The Combination is
expected to generate a strong income return and mid- to high-teens accretion
to UFFO per share, enhancing the Combined Group's ability to pay a materially
higher, covered dividend;

·                 Balance sheet strength maintained and debt
maturity profile diversified - the Combined Group will seek to preserve a
robust and conservatively leveraged balance sheet in line with NewRiver's
existing LTV guidance. On completion of the Combination, the Combined Group
will benefit from a weighted average cost of 3.5 per cent. across drawn debt
of £444 million with no maturity on drawn debt until January 2027 as well as
continuing to benefit from substantial available liquidity, improved debt
optionality and expected cost of capital benefits resulting from the increased
scale of the Combined Group; and

·                 Increased share liquidity with expanded
shareholder base - the Combination will create an enlarged REIT with enhanced
equity market profile and a broader shareholder base, with shareholders
benefitting from the potential for increased share liquidity and larger
weightings in key indices.

Portfolio valuations

NewRiver and its advisers have carried out extensive due diligence on Capital
& Regional's real estate portfolio and operations. This has included, but
is not limited to, a detailed review of corporate, real estate and other
information provided by Capital & Regional, site visits, sessions with
Capital & Regional's senior management, rigorous internal valuation work
and the commissioning of Knight Frank, which values the majority of NewRiver's
existing portfolio, to conduct an external valuation of the Capital &
Regional portfolio in accordance with the latest version of the RICS Valuation
- Global Standards (the "Red Book"). Knight Frank's external valuation report
on Capital & Regional's portfolio, which is unqualified and has been
prepared in accordance with the requirements of Rule 29 of the Code by a
valuer who has had access to sufficient information to prepare such report, is
disclosed in Part C of Appendix 4 to this announcement.

In particular, the NewRiver Board has focused on understanding the impact of
the Combination and, in particular, the potential acquisition of Capital &
Regional's property portfolio, on the Combined Group's balance sheet and
related financial metrics. Taking into account the Knight Frank valuation, the
NewRiver Board has determined that a valuation for NewRiver's financial
reporting purposes is £350 million. The NewRiver Board recognises that this
is different to the Red Book valuation provided by CBRE, as set out in Part D
of Appendix 4 to this announcement. It is recognised that real estate
valuations, and the assumptions underlying them, are in some cases subjective
and that differences of opinion can and do occur between valuers. NewRiver
does not contest the factual accuracy of CBRE's and Knight Frank's valuations
or the reasonableness of the assumptions adopted by either valuer.

However, given that, in the event that a transaction is concluded, it is the
intention that Knight Frank will conduct independent valuations of the Capital
& Regional assets on behalf of NewRiver for future financial reporting
purposes, the NewRiver Board believes it appropriate to incorporate the Knight
Frank valuation when analysing the Combined Group's balance sheet and related
financial metrics.

4.           QUANTIFIED FINANCIAL BENEFITS STATEMENT

The NewRiver Directors, having undertaken a review and analysis of the
potential cost savings of the Combined Group, as well as taking into account
factors they can influence, believe the Combined Group could deliver
shareholder value through the expected realisation of approximately £7.3
million of gross pre-tax run-rate recurring annual cost synergies. These are
expected to be realised primarily from consolidation of:

·              board, senior management, central and support
functions and savings related to Capital & Regional's status as a publicly
traded company (which will no longer be required on a standalone basis),
together with third party support, including professional advisory fees, which
is expected to contribute approximately 85 per cent. (approximately £6.2
million) of the gross pre-tax run-rate recurring annual cost synergies; and

 

·              head office and other operating infrastructure
such as technology and IT, which is expected to contribute approximately 15
per cent. (approximately £1.1 million) of the gross pre-tax run-rate
recurring annual cost synergies.

 

Potential areas of dis-synergy have been considered by the NewRiver Directors,
with the principal area of dis-synergy being income generated from property
management services (equating to approximately £1.1 million per annum), which
is assumed to cease on completion of the Combination because Capital &
Regional provides these services to tenants but NewRiver intends to align this
approach with its existing portfolio whereby these services are provided by a
third party specialist. Potential cost savings associated with the outsourcing
of these services have been reflected in the expected net pre-tax run-rate
recurring annual cost synergy figure.

 

Accordingly, the NewRiver Directors believe that the Combined Group could
deliver approximately £6.2 million of net pre-tax run-rate recurring annual
cost synergies.

 

The majority of the above cost synergies are expected to be effective shortly
following completion of the Combination and it is expected that the full
benefit of the synergies will be unlocked within 12 months of completion of
the Combination on an annualised basis.

The identified cost savings are contingent on the completion of the
Combination and would not be achieved by either NewRiver or Capital &
Regional independently. The estimated cost synergies referred to above reflect
both the beneficial elements and the relevant costs.

The NewRiver Directors have considered one-off costs in connection with
realising the expected cost synergies and estimated these to be approximately
£2.9 million, which will predominantly be incurred in the first 12 months
following completion. For the avoidance of doubt, this approximate £2.9
million is not factored into the £6.2 million of net pre-tax run-rate
recurring annual cost synergies referred to above.

These statements of estimated cost savings and synergies relate to future
actions or circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a consequence, the identified synergies and estimated
savings referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. For the purposes of Rule 28 of the Code, the statements of
estimated cost savings and synergies contained in this announcement are solely
the responsibility of NewRiver and the NewRiver Directors. Any statement of
intention, belief or expectation for the Combined Group following the
Effective Date is also an intention, belief or expectation of the NewRiver
Directors and not of the Capital & Regional Directors.

These statements are not intended as a profit forecast and should not be
interpreted as such. No part of these statements, or this announcement
generally, should be construed or interpreted to mean that the Combined
Group's earnings in the first year following the Effective Date, or in any
subsequent period, would necessarily match or be greater than or be less than
those of NewRiver and/or Capital & Regional for the relevant preceding
financial period or any other period.

Appendix 5 to this announcement includes a copy of these statements of
anticipated cost savings and synergies arising from the Combination and
provides underlying information and bases of belief and calculation.

Appendix 5 to this announcement also includes reports from NewRiver's
reporting accountant, BDO, and its lead financial adviser, Jefferies, in
connection with the anticipated Quantified Financial Benefits Statement, as
required pursuant to Rule 28.1(a) of the Code, and provides underlying
information and bases of belief. Jefferies, as lead financial adviser to
NewRiver, has provided such report for the purposes of the Code stating that,
in its opinion and subject to the terms of its report, the Quantified
Financial Benefits Statement, for which the NewRiver Directors are
responsible, has been prepared with due care and consideration.

Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out in Appendix 5 to this announcement.

Each of BDO and Jefferies has given and not withdrawn its consent to the
inclusion of its report on the Quantified Financial Benefits Statement in
Parts B and C, respectively, of Appendix 5 to this announcement.

5.           RECOMMENDATIONS

Recommendation of the Independent Capital & Regional Directors

The Independent Capital & Regional Directors, who have been so advised by
Deutsche Numis and Stifel as to the financial terms of the Combination,
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 each 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 Code.

Accordingly, the Independent Capital & Regional Directors intend to
recommend unanimously that Capital & Regional Shareholders vote, or
procure the vote, in favour of the Scheme at the Court Meeting (or, in the
event that the Combination is implemented by a Takeover Offer, accept, or
procure the acceptance of, such Takeover Offer) and in favour of the Capital
& Regional Resolution(s) to be proposed at the Capital & Regional
General Meeting.

Norbert Sasse and Panico Theocharides, non-executive directors of Capital
& Regional, are Growthpoint's nominated representatives on the Capital
& Regional Board. As noted below, 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(s) 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.

Those Capital & Regional Directors who hold Capital & Regional Shares
have irrevocably undertaken to vote, or procure the vote, in favour of the
Scheme at the Court Meeting (or, in the event that the Combination is
implemented by a Takeover Offer, accept, or procure the acceptance of, such
Takeover Offer) and in favour of the Capital & Regional Resolution(s) to
be proposed at the Capital & Regional General Meeting in respect of their
own, and their connected persons', beneficial holdings of, in aggregate,
437,212 Capital & Regional Shares, representing approximately 0.19 per
cent. of the issued ordinary share capital of Capital & Regional on the
Last Practicable Date.

NewRiver Recommendation

The NewRiver Board, which has been so advised by Jefferies as to the financial
terms of the Combination, considers the Combination to be in the best
interests of NewRiver Shareholders, as a whole. In providing its advice,
Jefferies has taken into account the commercial assessments of the NewRiver
Board.

The NewRiver Board intends unanimously to recommend that NewRiver Shareholders
vote, or procure the vote, in favour of the NewRiver Resolutions to be
proposed at the NewRiver General Meeting which is to be convened to approve,
amongst other things, certain matters in connection with the Combination, as
those NewRiver Directors who hold NewRiver Shares have irrevocably undertaken
to do in respect of their own beneficial holdings of, in aggregate, 1,383,602
NewRiver Shares, representing approximately 0.37 per cent. of the issued
ordinary share capital of NewRiver on the Last Practicable Date.

6.           BACKGROUND TO, AND REASONS FOR, THE INDEPENDENT CAPITAL
& REGIONAL DIRECTORS' RECOMMENDATION

The Independent Capital & Regional Directors believe that the Combination
brings together two high-quality, complementary portfolios of
community-focused shopping centres and retail parks capable of achieving
significant strategic, operational and financial benefits as follows:

·              by establishing a c. £0.9 billion (based on the
property valuation reports for NewRiver prepared by Knight Frank and Colliers,
as set out in Parts A and B of Appendix 4 to this announcement and the
property valuation report on Capital & Regional's portfolio prepared by
Knight Frank, as set out in Part C of Appendix 4 to this announcement) retail
portfolio of 29 shopping centres, and 13 retail parks, with Capital &
Regional Shareholders benefiting from increased geographic and tenant
diversification from the NewRiver portfolio;

·              providing Capital & Regional Shareholders
with exposure to retail parks, where vacancy rates and rental growth are being
driven by robust occupational demand;

·              providing Capital & Regional Shareholders
with significantly enhanced scale which should have the following benefits:

o      improved share liquidity, with a significantly improved free float
and diversified shareholder base;

o      access to cheaper and more flexible sources of capital through an
enlarged security pool and greater income diversification; and

o      larger weightings in key indices;

·              providing material cost synergies of
approximately £6.2 million on a net pre-tax run-rate recurring annual cost
basis, the majority of which are expected to be effective shortly following
completion of the Combination; and

·              giving Capital & Regional Shareholders the
opportunity to share in the upside from the Combined Group, with Capital &
Regional Shareholders holding, immediately following completion of the
Combination, in aggregate, approximately 21 per cent. of the issued share
capital of NewRiver (based on the existing issued ordinary share capital of
NewRiver and the issued and to be issued ordinary share capital of Capital
& Regional as at the Last Practicable Date). Capital & Regional
Shareholders will also benefit from partial liquidity from the cash component
of the offer. On the basis of the Closing Price per NewRiver Share of 74.5
pence on the Offer Period Last Practicable Date, the implied value of 62.5
pence per Capital & Regional Share under the terms of the Combination
represents an attractive premium of approximately:

o      21 per cent. to the undisturbed Closing Price of a Capital &
Regional Share of 51.5 pence on the Offer Period Last Practicable Date;

o      21 per cent. to the three-month VWAP of 51.7 pence per Capital
& Regional Share on the Offer Period Last Practicable Date; and

o      18 per cent. to the six-month VWAP of 53.0 pence per Capital &
Regional Share on the Offer Period Last Practicable Date.

In addition, under the terms of the Combination, Capital & Regional
Shareholders will also be entitled to receive and retain (i) the Capital &
Regional Interim Dividend of 2.85 pence per Capital & Regional Share for
the six months ended 30 June 2024 which is expected to be paid on 27 September
2024 as well as (ii) the NewRiver Interim Dividend (in the event that the
record date for the NewRiver Interim Dividend is a date falling after the
expected Scheme Record Time). If the record date for the NewRiver Interim
Dividend is a date prior to the Scheme Record Time, Capital & Regional
will declare and pay, prior to the Scheme Record Time, the Capital &
Regional Additional Dividend which is economically equivalent to the NewRiver
Interim Dividend, and Capital & Regional Shareholders will be entitled to
receive and retain such Capital & Regional Additional Dividend. The
NewRiver Interim Dividend or the Capital & Regional Additional Dividend
(as the case may be) therefore represents an additional 1.3 pence per Capital
& Regional Share of value uplift for Capital & Regional Shareholders
as a result of the Combination.

The Independent Capital & Regional Directors believe that Capital &
Regional has a proven strategy, high quality assets, a highly regarded
internalised management team and strong prospects. While the Independent
Capital & Regional Directors consider that Capital & Regional can
execute its strategy on a standalone basis, the Independent Capital &
Regional Directors accept that the business continues to be impacted by scale
and liquidity challenges and that developments in the UK REIT sector are
typically favouring larger REITs with greater liquidity, lower costs and
better availability of capital.

Growthpoint has recently indicated to the Independent Capital & Regional
Directors that it has undertaken a detailed, group-wide strategic and capital
allocation review with the aim of simplifying its business, identifying assets
that are deemed to be non-core and directing its focus to its core assets.
Whilst Growthpoint maintains its belief that Capital & Regional is an
attractive platform with a high quality portfolio of assets and strong
prospects, Capital & Regional has been identified by Growthpoint as a
non-core asset. The Independent Capital & Regional Directors note that
this change in Growthpoint's position has an impact on Capital &
Regional's prospects. Further to this change in Growthpoint's position,
Growthpoint and Capital & Regional received certain unsolicited
expressions of interest in exploring a possible offer for Capital &
Regional. As at the date of this announcement, NewRiver is the only interested
party to have presented a comprehensive proposal to the Independent Capital
& Regional Directors and completed due diligence. Growthpoint has advised
the Independent Capital & Regional Directors that it believes the
Combination represents an attractive opportunity to realise value for its
investment in Capital & Regional. Given that Growthpoint has agreed to
support the Combination by way of an irrevocable undertaking over its c. 69
per cent. shareholding, the Independent Capital & Regional Directors
believe that the offer from NewRiver is highly likely to succeed.

As there is a share consideration component to the Combination which will
result in Capital & Regional Shareholders holding NewRiver Shares
representing, following completion of the Combination, 21 per cent. of the
enlarged issued share capital of NewRiver (on the basis described above), the
Independent Capital & Regional Directors and their advisers have conducted
due diligence on NewRiver. This diligence included a review of corporate and
legal matters and the use of external independent real estate valuers and
advisers to review NewRiver's portfolio of assets. This analysis was not,
however, conducted in accordance with the latest version of the Red Book. The
Independent Capital & Regional Directors carefully considered the output
from the reverse due diligence in coming to their conclusions on the terms of
the Combination.

The Independent Capital & Regional Directors have taken all of the above
factors into consideration when assessing the value and deliverability of the
offer from NewRiver and have concluded that the significant strategic,
operational and financial benefits of the Combination are superior to the
medium-term standalone prospects of the Capital & Regional business.

In addition to their consideration of the terms of the Combination, in their
evaluation of NewRiver as a suitable owner of Capital & Regional from the
perspective of all stakeholders, the Capital & Regional Directors have
taken into account NewRiver's intentions for the business. The Capital &
Regional Directors note that NewRiver has confirmed that the existing
contractual and statutory employment rights, including in relation to
pensions, of all Capital & Regional's management and employees will be
fully safeguarded in accordance with applicable law.

Accordingly, following careful consideration of the above factors, including
the intentions of Growthpoint, the Independent Capital & Regional
Directors unanimously intend to recommend the Combination to Capital &
Regional Shareholders on the terms, and subject to the conditions, set out in
this announcement.

Capital & Regional Board's views on valuation of Capital & Regional
portfolio

The Board of Capital & Regional notes the difference between the valuation
carried out by CBRE as at 30 June 2024 of £375 million and that commissioned
by NewRiver's Board by Knight Frank of £350 million.

The Board of Capital & Regional supports the CBRE valuation of the Capital
& Regional portfolio but acknowledges that real estate valuation by its
nature is subjective and it is not unusual for independent and highly regarded
valuation firms to use differing sets of assumptions and opinions to arrive at
estimated market value.

7.           IRREVOCABLE UNDERTAKINGS

All Capital & Regional Directors that hold Capital & Regional Shares
have irrevocably undertaken in respect of their own, and their connected
persons', beneficial holdings of Capital & Regional Shares,  to vote, or
procure the vote, in favour of the Scheme at the Court Meeting and of the
Capital & Regional Resolution(s) to be proposed at the Capital &
Regional General Meeting (or in the event that the Combination is implemented
by a Takeover Offer, to accept, or procure the acceptance of, such Takeover
Offer) in respect of 437,212 Capital & Regional Shares in aggregate,
representing approximately 0.19 per cent. of the issued ordinary share capital
of Capital & Regional on the Last Practicable Date.

Capital & Regional's largest shareholder, Growthpoint, is fully supportive
of the Combination and, accordingly, has irrevocably undertaken to vote, or
procure the vote, in favour of the Scheme at the Court Meeting and of the
Capital & Regional Resolution(s) 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), in respect of 160,648,081 Capital & Regional Shares, in
aggregate, representing approximately 69 per cent. of the issued ordinary
share capital of Capital & Regional on the Last Practicable Date.
Following completion of the Combination, Growthpoint is expected to hold
NewRiver Shares equivalent to approximately 14 per cent. of the enlarged
issued ordinary share capital of NewRiver (based on the existing issued
ordinary share capital of NewRiver and the issued and to be issued ordinary
share capital of Capital & Regional as at the Last Practicable Date).
Growthpoint has also undertaken not to sell any New NewRiver Shares which may
be issued to it under the terms of the Combination (i) for a period of five
months following the Effective Date without the prior written consent of
NewRiver and other than through NewRiver's financial adviser; and (ii) for a
further period of four months thereafter, without first giving NewRiver
reasonable written notice of any such sale, in both cases subject to certain
customary exceptions. Following this, Growthpoint may look to sell down its
residual stake, in line with its communicated strategy to simplify its
business and optimise its international investments.

In total, NewRiver has therefore received irrevocable undertakings in respect
of, in aggregate, 161,085,563 Capital & Regional Shares, representing
approximately 69.1 per cent. of the issued ordinary share capital of Capital
& Regional on the Last Practicable Date.

Further details of these irrevocable undertakings, including the circumstances
in which the obligations thereunder cease to apply, are set out in Appendix 3
to this announcement.

8.           INFORMATION ON NEWRIVER

NewRiver is an established UK real estate investor, asset manager and
developer which is listed on the Equity Shares (Commercial Companies) category
of the Official List of the FCA, has its ordinary shares admitted to trading
on the Main Market of the London Stock Exchange (ticker: NRR) and is a
constituent member of the FTSE All-Share and the FTSE EPRA Indices.

NewRiver's community shopping centres and conveniently located retail parks
are occupied by tenants predominantly focused on providing essential goods and
services. Alongside its balance sheet assets, and in order to leverage its
high-quality retail asset management platform, NewRiver also has a Capital
Partnership business, which generates recurring fee income by providing asset
management services to a high quality roster of institutional, private equity
and public sector partners. NewRiver's objective is to own and manage the most
resilient retail portfolio in the UK, focused on core shopping centres, retail
parks, and regeneration opportunities in order to deliver long term attractive
recurring income returns and capital growth for its shareholders. NewRiver is
one of the largest owners and managers of retail real estate assets in the UK
with gross assets of approximately £539 million as at 30 June 2024 and a
market capitalisation of approximately £311 million as at the Last
Practicable Date.

The NewRiver Group's purpose and strategy is to deliver a reliable and
recurring income led 10 per cent. total accounting return by leveraging its
significant knowledge and experience of the consumer, retail and capital
markets and is underpinned by its business model:

•             Disciplined capital allocation - NewRiver assesses
the long-term resilience of its assets, with capital allocation decisions made
by comparing risk-adjusted returns on its assets to those available from other
uses of capital. Capital allocation options include investing into its
existing portfolio, acquiring assets in the direct real estate market and
share buybacks. Assets can be acquired either on its balance sheet or in
capital partnerships.

•             Leveraging its platform - NewRiver leverages its
market leading platform to enhance and protect income returns through active
asset management across its assets and on behalf of its capital partnerships.
The latter also provide enhanced returns through asset management fee income
and the opportunity to receive promote fees.

•             Flexible balance sheet - NewRiver's operating
platform is underpinned by a conservative, unsecured balance sheet. NewRiver
is focused on maintaining its prudent covenant headroom position and has
access to significant cash reserves which provide it with the flexibility to
pursue opportunities which support its strategy for growth.

The NewRiver Group owns and/or manages a portfolio of approximately £2.0
billion, of which approximately 74 per cent. is owned by its capital partners,
and collects almost £190 million per annum of rent from over 3,000 tenants
across 43 shopping centres and 30 retail parks (including Ellandi) (as at 30
June 2024).

The NewRiver Group's portfolio totals approximately 5.9 million sq. ft. and an
occupancy rate of approximately 97 per cent. (as at 30 June 2024).

9.           INFORMATION ON CAPITAL & REGIONAL

Capital & Regional is a UK-focused retail property REIT specialising in
community shopping centres listed on the Equity Shares (Commercial Companies)
category of the Official List of the FCA. Its ordinary shares are admitted to
trading on the Main Market of the London Stock Exchange (ticker: CAL) and it
is a constituent member of the FTSE All-Share and the FTSE EPRA Indices.
Capital & Regional also has a secondary listing on the Main Board of the
Johannesburg Stock Exchange (ticker: CRP).

Capital & Regional has demonstrated a track record of delivering
value-enhancing retail and leisure asset management opportunities across its
portfolio of tailored and centrally located community shopping centres in
Edinburgh, Hemel Hempstead, Ilford, Maidstone, Walthamstow and Wood Green.
Capital & Regional also owns and manages the UK's largest indoor ski slope
operator, Snozone, which has centres in Milton Keynes, Yorkshire and Madrid
(Spain), delivering £8.3 million of revenue for the six months ended 30 June
2024. Capital & Regional focuses on shopping centres providing a strong
retail offering consisting of services and non-discretionary retail in
locations with strong transport links. Since the launch of Capital &
Regional's community shopping centre strategy in 2017, Capital & Regional
has seen a change in merchandising mix with 'Value Fashion' (24.0 per cent.),
Health and Beauty (18.9 per cent.) and 'Food & Grocery' (18.2 per cent.)
presently representing the largest segments across its portfolio. Capital
& Regional had gross assets of £350 million as at 30 June 2024 (based on
the property valuation report on Capital & Regional's portfolio prepared
by Knight Frank, as set out in Part C of Appendix 4 to this announcement) and
a market capitalisation of approximately £145 million as at the Last
Practicable Date.

Capital & Regional's aim of driving sustainable growth, ultimately leading
to sustained shareholder returns through dividend payments, is the product of
its long-term strategy to:

•             define and own the community shopping centre
category in the UK, guided by consumer insight and consistent with global best
practice;

•             hold assets that sit at the heart of local
communities, typically located adjacent to local transport hubs enabling easy
access via public transport as well as available car parking;

•             focus around repositioning and re-purposing spaces
to incorporate new stores and uses that reflect the demands of the communities
they serve; and

•             ensure that Capital & Regional shopping
centres provide the right offering to drive footfall and dwell time, boosting
retailer sales and thus increasing demand, improving rental income, property
values and consequently revenue and shareholder returns.

The Capital & Regional Group owns a portfolio of approximately £350
million (based on the property valuation report on Capital & Regional's
portfolio prepared by Knight Frank, as set out in Part C of Appendix 4 to this
announcement) and collected £38.2 million of rent from over 399 occupiers
across six shopping centres for the six months ended 30 June 2024.

The Capital & Regional portfolio totals over 2.5 million sq. ft. of
lettable space with 632 lettable units and an occupancy rate of 94 per cent.
(as at 30 June 2024).

10.         CERTAIN RISKS ASSOCIATED WITH THE COMBINATION

There are certain risks associated with the Combination, which are summarised
below:

The Combination is subject to the Conditions which may not be satisfied or
waived

Completion of the Combination is subject to the Conditions being satisfied
(or, if permitted, waived). A summary of the principal Conditions to which the
Combination is subject is set out at paragraph 17 below and the Conditions are
set out in full in Appendix 1 to this announcement.

There is no guarantee that the Conditions will be satisfied in the necessary
time frame (or waived, if applicable) and the Combination may, therefore, be
delayed or not complete. Delay in completing the Combination will prolong the
period of uncertainty for the NewRiver Group and the Capital & Regional
Group and both delay and failure to complete may result in the accrual of
additional costs to their businesses without any of the potential benefits of
the Combination having been achieved.

Therefore, the aggregate consequences of a material delay in completing, or
failure to complete, the Combination may have a material adverse effect on the
business, results of operations and financial condition of the NewRiver Group
and the Capital & Regional Group.

NewRiver's ability to invoke a Condition (other than the Conditions set out in
paragraphs 1, 2(a)(i), 2(b)(i) and 2(c)(i) and 4(a) to (c) (inclusive) of Part
A of Appendix 1 to this announcement) to either lapse its offer or to delay
completion of the Combination is subject to the Panel's consent. The Panel
will need to be satisfied that the underlying circumstances are of "material
significance" to NewRiver in the context of the Combination and this is a high
threshold to fulfil. Consequently, there is a significant risk that NewRiver
may be required to complete the Combination even where certain Conditions have
not been satisfied or where a material adverse change has occurred to the
Capital & Regional Group. If any of the events described above were to
occur, they may result in additional costs and/or the delay or the failure
(partial or otherwise) to realise the financial benefits and synergies
relating to the Combination identified by the parties or may otherwise impact
NewRiver's strategy and operations.

If the Combination completes, the integration of the Capital & Regional
Group with the NewRiver Group could result in operating difficulties and other
adverse consequences

If the Combination completes, the process of integrating Capital &
Regional and its subsidiaries into the NewRiver Group may create unforeseen
operating difficulties and expenditures and pose management, administrative
and financial challenges. Specifically, integrating operations and personnel
and pre-completion or post-completion costs may prove more difficult and/or
more expensive than anticipated, thereby rendering the value of the Capital
& Regional Group less than the value paid. The integration of the Capital
& Regional Group may require significant time and effort on the part of
NewRiver's management. The challenges of integrating the Capital &
Regional Group may also be exacerbated by differences between the NewRiver
Group's and the Capital & Regional Group's operational and business
culture, the need to implement cost-cutting measures, difficulties in
maintaining internal controls and difficulties in establishing control over
cash flows and expenditures. Such difficulties in successfully integrating
Capital & Regional could have an adverse effect on the Company's financial
condition and results of operations.

The NewRiver Group may fail to realise the business growth opportunities,
revenue benefits, cost savings, operational efficiencies and other benefits
anticipated from the Combination

As stated at paragraph 3 above, the NewRiver Board believes that there is a
strong strategic, operational and financial rationale for the Combination and
that the Combined Group will benefit from enhanced scale, material cost
savings, mid- to high-teens accretion to earnings per share, better access to
acquisition and asset management opportunities, improved debt optionality,
expected cost of capital benefits and the potential for increased share
liquidity. However, these benefits may not be realised, for various reasons,
including because the assumptions upon which the NewRiver Board determined the
process of integration and the proposed cost savings may prove to be
incorrect.

Under any of these circumstances, the cost savings, accretion to earnings per
share, better access to acquisition and asset management opportunities,
improved debt optionality, expected cost of capital benefits and the potential
for increased share liquidity anticipated by the NewRiver Board to result from
the Combination may not be achieved as expected, or at all, or may be delayed,
or may involve additional costs. To the extent that the NewRiver Group incurs
higher integration costs or achieves lower revenue benefits or fewer cost
savings than expected, the NewRiver Group's operating results, and prospects
and the price of NewRiver Shares may suffer.

11.         CURRENT TRADING AND OUTLOOK

NewRiver

For details of NewRiver's current trading and prospects, please refer to
NewRiver's First Quarter Company Update for the period from 1 April 2024 to 30
June 2024, released on 5 August 2024. A copy of the update is available on
NewRiver's website at https://www.nrr.co.uk/investors/regulatory-news
(https://www.nrr.co.uk/investors/regulatory-news) .

Capital & Regional

For details of Capital & Regional's current trading and prospects, please
refer to Capital & Regional's Half Year Results to 30 June 2024, released
on 1 August 2024. A copy of the announcement is available on Capital &
Regional's website at
https://capreg.com/wp-content/uploads/2024/09/cr-interim-press-release-hy24-final-aug-24.pdf
(https://url.uk.m.mimecastprotect.com/s/Mf53CkZRDc03YPrF2fOCGfa5o?domain=capreg.com)
.

12.         INTENTIONS FOR THE COMBINED GROUP

Listing and registered office

 

Following the Effective Date, NewRiver will remain listed on the Equity Shares
(Commercial Companies) category of the Official List and admitted to trading
on the Main Market of the London Stock Exchange. The registered office of
NewRiver will remain in London.

 

REIT status

 

Both the NewRiver Group and the Capital & Regional Group fall within the
UK REIT regime and benefit from the tax efficiencies provided by that regime.
The Combined Group is expected to fall within the UK REIT regime and the
relevant tax measures will continue to apply to the Combined Group.

 

Board and governance arrangements

 

As referred to in the section headed "Trading facilities" below, applications
will be made to: (i) the FCA to cancel the listing and trading of the Capital
& Regional Shares on the Equity Shares (Commercial Companies) category of
the Official List and Main Market of the London Stock Exchange; and (ii) the
JSE for the cancellation of the listing and trading of the Capital &
Regional Shares on the Main Board of the JSE. Consequently, while NewRiver
recognises the skills and experience of the Capital & Regional Board,
Capital & Regional will no longer require listed company governance
structures following the Combination and, accordingly, it is intended that the
chair and other non-executive Capital & Regional Directors will step down
from the Capital & Regional Board and the boards of Capital &
Regional's subsidiaries (as applicable) with effect from the Effective Date.

 

In addition, as announced by Capital & Regional on 8 May 2024, Lawrence
Hutchings has resigned from his role as Chief Executive of Capital &
Regional to take up a new role at Workspace Group PLC and it is intended that
he will also step down from the Capital & Regional Board and the boards of
Capital & Regional's subsidiaries (as applicable). It is also intended
that Stuart Wetherly (Capital & Regional Group Finance Director) will step
down from the Capital & Regional Board and the boards of Capital &
Regional's subsidiaries (as applicable) on completion of a period of handover.
It is anticipated that the current board and management structure of NewRiver
will become the board and management structure of the Combined Group on
completion of the Combination.

 

Portfolio

 

The NewRiver Directors believe that Capital & Regional's portfolio of
community shopping centres will be complementary to NewRiver's existing
portfolio and therefore intend to implement individual business plans in
respect of each asset and hold them within NewRiver's Core Shopping Centre
portfolio. NewRiver has a track record of disciplined capital recycling based
on risk-adjusted forward-looking returns and intends to monitor the
performance of Capital & Regional's assets in the 12 months
post-completion of the Combination and, subject to market conditions, may
consider the disposal of Capital & Regional's smaller shopping centres on
a selective basis which would reduce the Combined Group's leverage.

 

Snozone operates three indoor snow sports centres in the UK and Spain and is a
separate operating segment of Capital & Regional with its own management
team. While Snozone is expected to continue operating immediately
post-Combination broadly as it does as at the date of this announcement,
NewRiver is a specialist owner and manager of retail real estate and therefore
it is NewRiver's intention to undertake a strategic review of the Snozone
business within the first 12 months post-completion of the Combination to
establish whether it is a core hold for NewRiver or whether it would be more
appropriate to recycle capital through its disposal. As at the date of this
announcement, no decisions have been taken in relation to the Snozone
business.

 

Management, employees, pensions, locations of business and research and
development

 

Across the Combined Group, there will be duplicated costs and functions
following completion of the Combination. NewRiver therefore intends to seek
operating cost and synergy benefits from the rationalisation of the board (as
outlined above), and overlapping group functions including certain senior
management.

 

In order to achieve the full potential benefits of the Combination, including
the expected cost synergies, the NewRiver Directors will continue to undertake
a detailed business, operational and administrative review of the Combined
Group to assess how it can work most effectively and efficiently following
completion of the Combination. This evaluation includes an assessment of the
overlapping group functions of Capital & Regional and NewRiver, together
with consolidating support and asset and property management functions
(including the employment of certain Capital & Regional employees
currently in asset and property management roles potentially being transferred
by operation of law to one of NewRiver's current outsourced service
providers), as well as removing duplicated costs in respect of certain
corporate functions related to Capital & Regional's status as a listed and
publicly traded company, which will no longer be required by the Combined
Group. The Combination is likely to lead to a significant reduction in
duplicative senior, corporate and operational Capital & Regional Group
headcount, impacting a minority of total Capital & Regional Group employee
headcount. Capital & Regional Group headcount will be further reduced by
the proposed transfer of asset and property management staff by operation of
law to one of NewRiver's current outsourced service providers (as referred to
above).

 

NewRiver intends to consolidate the head office functions of NewRiver and
Capital & Regional so that the Combined Group can operate from a single
location. It is anticipated that the Combined Group will operate from
NewRiver's existing head office at 89 Whitfield Street, London, and that
Capital & Regional's head office at Strand Bridge House, Strand, London,
will, in due course, be sub-let. It is not envisaged that material changes
will arise in relation to NewRiver's existing employees and headcount as a
result of the Combination.

 

The proposals referred to above remain subject to a fair and transparent
process in accordance with applicable legal requirements (including, but not
limited to, where required, any applicable prior information and consultation
obligations).

 

The Combined Group intends to safeguard existing statutory and contractual
employment rights following completion of the Combination and NewRiver does
not intend to make any material changes in the conditions of employment of
existing Capital & Regional employees, including with respect to pension
contributions.

 

Save as set out above, NewRiver does not otherwise intend any redeployment of
Capital & Regional's fixed asset base. Owing to the nature of its
business, Capital & Regional has no research and development function.

 

Neither Capital & Regional nor NewRiver have an existing defined benefit
pension scheme.

 

Trading facilities

 

The Capital & Regional Shares are currently listed on the Equity Shares
(Commercial Companies) category of the Official List and admitted to trading
on the Main Market of the London Stock Exchange. In addition, the Capital
& Regional Shares have a secondary listing and are admitted to trading on
the Main Board of the JSE.

 

As set out in paragraph 18 below, applications will be made to:

 

·                 the FCA to cancel the listing of the
Capital & Regional Shares on the Equity Shares (Commercial Companies)
category of the Official List;

·                 the London Stock Exchange to cancel the
admission of the Capital & Regional Shares to trading on the Main Market
of the London Stock Exchange; and

·                 the JSE for the cancellation of the listing
and trading of the Capital & Regional Shares on the Main Board of the JSE.

No statements in this paragraph 12 are "post-offer" undertakings for the
purposes of Rule 19.5 of the Code.

13.         FINANCING OF THE COMBINATION

The cash consideration payable by NewRiver to Capital & Regional
Shareholders pursuant to the terms of the Combination will be financed from
NewRiver's existing cash resources, including the net proceeds of the Placing.

Jefferies, in its capacity as lead financial adviser to NewRiver, is satisfied
that sufficient cash resources are available to NewRiver to enable it to
satisfy in full the cash consideration payable to Capital & Regional
Shareholders under the cash element of the terms of the Combination.

Further details in respect of these arrangements will be included in the
Scheme Document.

14.         OFFER RELATED ARRANGEMENTS

Capital & Regional Confidentiality Agreement

On 4 June 2024, Capital & Regional and NewRiver entered into a
confidentiality agreement in relation to the Combination (the "Capital &
Regional Confidentiality Agreement"), pursuant to which, amongst other things,
NewRiver gave certain undertakings in favour of Capital & Regional to: (a)
subject to certain exceptions, keep information relating to Capital &
Regional and the Combination confidential and not to disclose it to third
parties; and (b) use such confidential information only in connection with the
Combination. These confidentiality obligations will remain in force until the
earlier of 24 months from 24 June 2024 and completion of the Combination. In
the Capital & Regional Confidentiality Agreement, NewRiver has also
provided certain customary standstill undertakings in relation to it and its
concert parties, all of which cease to apply upon the release of this
announcement.

NewRiver Confidentiality Agreement

On 24 June 2024, NewRiver and Capital & Regional entered into a
confidentiality agreement in relation to the Combination (the "NewRiver
Confidentiality Agreement"), pursuant to which, amongst other things, Capital
& Regional gave certain undertakings in favour of NewRiver to: (a) subject
to certain exceptions, keep information relating to NewRiver and the
Combination confidential and not to disclose it to third parties; and (b) use
such confidential information only in connection with the Combination. These
confidentiality obligations will remain in force until the earlier of 24
months from 24 June 2024 and completion of the Combination. In the NewRiver
Confidentiality Agreement, Capital & Regional has also provided certain
customary standstill undertakings in relation to it and its concert parties.

Co-operation Agreement

On 24 September 2024, NewRiver and Capital & Regional entered into a
co-operation agreement in relation to the Combination (the "Co-operation
Agreement"), pursuant to which, amongst other things, NewRiver has agreed to
provide Capital & Regional promptly with certain information as may be
reasonably requested and is required for the Scheme Document, and Capital
& Regional has agreed to provide NewRiver promptly with certain
information as may be reasonably requested and is required for the Prospectus.

The Co-operation Agreement records the intention of NewRiver and Capital &
Regional to implement the Combination by way of the Scheme, subject to
NewRiver's right to switch to a Takeover Offer in certain circumstances.
NewRiver and Capital & Regional have agreed to certain customary
provisions if the Scheme should switch to a Takeover Offer.

The Co-operation Agreement also contains provisions that shall apply in
respect of NewRiver Shareholders' dividend entitlements, directors' and
officers' insurance and the Capital & Regional Share Plans, other
incentive and bonus arrangements and other employee-related matters as well as
provisions relating to co-operation and provision of assistance with respect
to obtaining any required regulatory clearances necessary to complete the
Combination, including (without limitation) the approval of the FCA to the
proposed change of control of a regulated entity within the Capital &
Regional Group (as referred to in paragraph 17 below).

The Co-operation Agreement shall be terminated with immediate effect:

·              if NewRiver and Capital & Regional so agree
in writing;

·              upon service of notice by NewRiver to Capital
& Regional if the Capital & Regional Directors change their
recommendation in respect of the Combination;

·              upon service of written notice by either NewRiver
or Capital & Regional to the other if: (i) a competing offer becomes
effective or is declared or becomes unconditional; (ii) the Combination is
withdrawn, terminates or lapses in accordance with its terms; (iii) prior to
the Long-Stop Date, a Condition which either (a) is not capable of being
waived, or (b) NewRiver has confirmed it will not waive, notwithstanding that
such Condition is capable of being waived, becomes incapable of satisfaction
by the Long-Stop Date in circumstances where invocation of the relevant
Condition is permitted by the Panel; (iv) the Scheme is not approved at the
Court Meeting, the resolutions to be proposed at the Capital & Regional
General Meeting are not passed or the Court refuses to sanction the Scheme;
(v) the NewRiver Combination Resolution(s) are not passed at the NewRiver
General Meeting; or (vi) unless otherwise agreed by NewRiver and Capital &
Regional in writing or required by the Panel, the Effective Date has not
occurred by the Long-stop Date; or

·              upon service of notice by Capital & Regional
to NewRiver if the NewRiver Directors change their recommendation in respect
of the Combination.

15.         DIVIDENDS

Capital & Regional

Each of NewRiver and Capital & Regional agrees and acknowledges that
Scheme Shareholders will be entitled to receive and retain, without any
reduction being made to the consideration payable pursuant to the terms of the
Combination, if the record date for the NewRiver Interim Dividend is a date
prior to the Scheme Record Time, a further interim dividend of 1.3 pence per
Capital & Regional Share (the "Capital & Regional Additional
Dividend").

If, on or after the date of this announcement and on or prior to the Effective
Date, Capital & Regional announces, declares, makes or pays:

·      any dividend, distribution or form of capital return in excess of
the Capital & Regional Interim Dividend;

·      in the event that the record date for the NewRiver Interim
Dividend is a date prior to the Scheme Record Time, any dividend, distribution
or form of capital return in excess of any Capital & Regional Additional
Dividend; and/or

·      any other dividend, distribution or form of capital return,

(each a "Capital & Regional Additional Distribution"), Capital &
Regional Shareholders will be entitled to receive and retain such Capital
& Regional Additional Distribution but NewRiver shall be entitled (without
prejudice to any right NewRiver may have, with the consent of the Panel, to
invoke Condition 4(h)(iii) in Part A of Appendix 1 to this announcement) to
reduce the consideration payable pursuant to the terms of the Combination by
an amount equivalent to all or any part of such Capital & Regional
Additional Distribution, in which case any reference in this announcement to
the consideration payable pursuant to the terms of the Combination will be
deemed to be a reference to the consideration as so reduced.

NewRiver also reserves the right to reduce the consideration payable pursuant
to the terms of the Combination in such circumstances as are, and by such
amount as is, permitted by the Panel. To the extent that a dividend or
distribution has been declared but not paid prior to the Effective Date, and
such dividend or distribution is cancelled, then the consideration payable
pursuant to the terms of the Combination will not be subject to change in
accordance with this paragraph 15. Any exercise by NewRiver of its rights
referred to in this paragraph 15 will be the subject of an announcement and,
for the avoidance of doubt, will not be regarded as constituting any revision
or variation of the Combination.

Combined Group

Following the completion of the Combination, the Combined Group would continue
to pursue NewRiver's dividend policy of paying dividends equivalent to 80 per
cent. of UFFO, with any top-up, including where required to ensure compliance
with the REIT regime, to be confirmed at the Combined Group's full year
results.

16.         CAPITAL & REGIONAL SHARE PLANS

Participants in the Capital & Regional Share Plans will be contacted
regarding the effect of the Combination on their rights under the Capital
& Regional Share Plans and, where relevant, an appropriate proposal will
be made to such participants pursuant to Rule 15 of the Code in due course.
Further details of the impact of the Combination on the Capital & Regional
Share Awards will be set out in the Scheme Document and separate proposal
documentation.

17.         SCHEME PROCESS AND CONDITIONS

It is intended that the Combination will be implemented by means of a
Court-sanctioned scheme of arrangement between Capital & Regional and the
Scheme Shareholders under Part 26 of the Companies Act, further details of
which are contained in this announcement and full details of which will be set
out in the Scheme Document to be published by Capital & Regional in due
course. NewRiver reserves the right to effect the Combination by way of a
Takeover Offer, subject to the consent of the Panel.

The purpose of the Scheme is to provide for NewRiver to become the holder of
the entire issued and to be issued ordinary share capital of Capital &
Regional. Under the Scheme, the Combination is to be achieved by the transfer
of the Scheme Shares held by Scheme Shareholders to NewRiver in consideration
for which Scheme Shareholders will receive the consideration on the basis set
out in paragraph 2 above. The procedure involves, among other things, a
petition by Capital & Regional to the Court to sanction the Scheme.

The New NewRiver Shares will be issued in registered form, credited as fully
paid, and will be capable of being held in both certificated and
uncertificated form. They will rank pari passu in all respects with the
existing NewRiver Shares, including the rights to receive all dividends and
other distributions (if any) declared, paid or made by NewRiver by reference
to a record date falling after the Effective Date.

Fractions of New NewRiver Shares will not be allotted or issued pursuant to
the Scheme and entitlements of Scheme Shareholders will be rounded down to the
nearest whole number of New NewRiver Shares. All fractional entitlements to
New NewRiver Shares will be aggregated and sold in the market as soon as
practicable after the Effective Date. The net proceeds of such sale (after
deduction of all expenses and commissions incurred in connection with the
sale) will be distributed by NewRiver in due proportions to Scheme
Shareholders who would otherwise have been entitled to such fractions, save
that individual entitlements to amounts of less than £5 will be retained for
the benefit of the Combined Group.

The Combination will be subject to the Conditions and the further terms
referred to in Appendix 1 to this announcement and the full terms and
conditions to be set out in the Scheme Document, and will only become
Effective if, among other things, the following events occur on or before the
Long Stop Date (or such later date as NewRiver and Capital & Regional may,
with the consent of the Panel, agree and, if required, the Court may allow):

·                 the receipt of approval from the FCA to the
proposed change of control of a regulated entity within the Capital &
Regional Group;

·                 a resolution to approve the Scheme is
passed by a majority in number of the Scheme Shareholders present and voting
(and entitled to vote) at the Court Meeting (or at any adjournment thereof),
whether in person or by proxy, representing 75 per cent. or more in value of
each class of the Scheme Shares held by those Scheme Shareholders;

·                 the Capital & Regional Resolution(s)
are passed at the Capital & Regional General Meeting by the requisite
majorities, whether in person or by proxy;

·                 the NewRiver Combination Resolution(s) is
or are passed at the NewRiver General Meeting by the requisite majority or
majorities, whether in person or by proxy;

·                 the FCA having acknowledged to NewRiver or
its agent (and such acknowledgement not having been withdrawn) that the
application for the admission of the New NewRiver Shares to the Equity Shares
(Commercial Companies) category of the Official List has been approved and
(after satisfaction of any conditions to which such approval is expressed to
be subject) will become effective as soon as a dealing notice has been issued
by the FCA and any listing conditions having been satisfied;

·                 the London Stock Exchange having
acknowledged to NewRiver or its agent (and such acknowledgement not having
been withdrawn) that the New NewRiver Shares will be admitted to trading on
the Main Market of the London Stock Exchange;

·                 following the Capital & Regional
Meetings and the NewRiver General Meeting, the Scheme is sanctioned by the
Court (without modification, or with modification on terms agreed by NewRiver
and Capital & Regional with the consent of the Panel); and

·                 following such sanction, a copy of the
Scheme Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Capital & Regional Meetings (and if they attended and voted, whether or
not they voted in favour); and (ii) share certificates in respect of Capital
& Regional Shares will cease to be valid and entitlements to Capital &
Regional Shares held within the CREST system will be cancelled. In accordance
with the applicable provisions of the Code, the consideration payable in cash
for the transfer of the Scheme Shares to NewRiver will be despatched no later
than 14 days after the Effective Date.

Any Capital & Regional Shares issued at or before the Scheme Record Time
will be subject to the terms of the Scheme. The Capital & Regional
Resolutions to be proposed at the Capital & Regional General Meeting will,
amongst other matters, provide that the Articles be amended to incorporate
provisions requiring any Capital & Regional Shares issued after the Scheme
Record Time (other than to NewRiver and/or its nominees) to be automatically
transferred to NewRiver on the same terms as the Combination (other than terms
as to timings and formalities). The provisions of the Articles (as amended)
will avoid any person (other than NewRiver and its nominees) holding Capital
& Regional Shares after the Effective Date.

The Scheme will lapse if:

·                 the Court Meeting or the Capital &
Regional General Meeting are not held on or before the 22nd day after the
expected date of such Capital & Regional Meeting to be set out in the
Scheme Document in due course (or such later date as may be agreed between
NewRiver and Capital & Regional with the consent of the Panel (and that
the Court may allow if required));

·                 the Scheme Sanction Hearing is not held on
or before the 22nd day after the expected date of the Scheme Sanction Hearing
to be set out in the Scheme Document in due course (or such later date as may
be agreed between NewRiver and Capital & Regional with the consent of the
Panel (and that the Court may allow if required)); or

·                 the Scheme does not become Effective on or
before the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the
Capital & Regional General Meeting and the Scheme Sanction Hearing, to be
set out in the Scheme Document in due course, may be waived by NewRiver, and
the Long Stop Date may be extended by agreement in writing between NewRiver
and Capital & Regional (with the Panel's consent and as the Court may
allow, if such consent and/or approval is/are required). If any of the dates
and/or times of the Capital & Regional Meetings to be set out in the
Scheme Document change, the revised dates and/or times will be notified to
Capital & Regional Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on Capital
& Regional's website at https://capreg.com/investor-info/possible-offer/
(https://capreg.com/investor-info/possible-offer/) .

The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the Capital & Regional General Meeting
and the expected timetable, and will specify the action to be taken by Scheme
Shareholders. It is expected that the Scheme Document, together with the
Capital & Regional Forms of Proxy, will be published as soon as
practicable and, in any event, within 28 days of the date of this announcement
(or such later date as may be agreed by NewRiver and Capital & Regional
with the consent of the Panel).

Subject, amongst other things, to the satisfaction or waiver (as applicable)
of the Conditions, it is expected that the Scheme will become Effective in
early 2025. The Scheme will be governed by English law and will be subject to
the jurisdiction of the Court. The Scheme 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.

18.         DELISTING, CANCELLATION OF ADMISSION TO TRADING AND
RE-REGISTRATION

It is expected that the last day of dealings in Capital & Regional Shares
on the Main Market of the London Stock Exchange and on the Main Board of the
JSE will be the third Business Day prior to the Effective Date following which
all Capital & Regional Shares will be suspended from the Official List and
from trading on the Main Market of the London Stock Exchange and Capital &
Regional Shares will be disabled in CREST and also suspended from trading on
the Main Board of the JSE and disabled in the STRATE system. No transfers will
be registered after 6.00 p.m. (London time) on that date.

It is intended that applications will be made to:

·              the FCA to cancel the listing of the Capital
& Regional Shares on the Equity Shares (Commercial Companies) category of
the Official List;

·              the London Stock Exchange to cancel the admission
of the Capital & Regional Shares to trading on the Main Market of the
London Stock Exchange; and

·              the JSE for the cancellation of the listing and
trading of the Capital & Regional Shares on the Main Board of the JSE,

in each case, to take effect shortly after the Effective Date.

Following the Scheme becoming Effective and after the delisting and
cancellation of admission to trading of the Capital & Regional Shares on
the Main Market of the London Stock Exchange and the delisting and
cancellation of trading of the Capital & Regional Shares on the Main Board
of the JSE, it is intended that Capital & Regional be re-registered as a
private limited company as soon as practicable following the Effective Date.

On the Effective Date, share certificates in respect of Capital & Regional
Shares shall cease to be valid and should be destroyed. Entitlements to
Capital & Regional Shares held within the CREST or STRATE systems will be
cancelled on, or shortly after, the Effective Date (as the case may be).

19.         ADMISSION OF, AND COMMENCEMENT OF DEALINGS IN, THE NEW
NEWRIVER SHARES

The existing NewRiver Shares are listed on the Equity Shares (Commercial
Companies) category of the Official List and admitted to trading on the Main
Market of the London Stock Exchange.

An application will be made to the FCA and to the London Stock Exchange,
respectively, for the New NewRiver Shares to be issued pursuant to the
Combination to be admitted to listing on the Equity Shares (Commercial
Companies) category of the Official List and to trading on the Main Market of
the London Stock Exchange (together, "Admission").

It is expected that Admission will become effective, and that unconditional
dealings in the New NewRiver Shares will commence on the London Stock
Exchange, at 8.00 a.m. (London time) on the first Business Day following the
date on which the Scheme becomes Effective. The existing NewRiver Shares are
admitted to CREST. It is expected that all of the New NewRiver Shares, when
issued and fully paid, will also be capable of being held and transferred by
means of CREST.

Details of how Capital & Regional Shareholders can hold, access and trade
in NewRiver Shares will be set out in the Scheme Document. Capital &
Regional Shareholders resident in the United Kingdom will be able to hold
their NewRiver Shares through any of the ways currently available to NewRiver
Shareholders, including through an intermediary of their own choice should
they wish to do so.

20.         NEWRIVER SHAREHOLDER APPROVAL

The NewRiver Directors do not currently have the authority to issue and allot
the New NewRiver Shares in accordance with section 551 of the Companies Act
which will form part of the consideration in connection with the Combination
and, accordingly, the approval of NewRiver Shareholders is required to grant
the NewRiver Directors this authority.

The Combination will therefore be conditional on, among other things, the
NewRiver Combination Resolution(s) being passed by the requisite majority or
majorities of NewRiver Shareholders at the NewRiver General Meeting.

In addition, the NewRiver Additional Resolutions will also be proposed at the
NewRiver General Meeting. The NewRiver Additional Resolutions will be
proposed: (i) to grant the NewRiver Directors authority to allot new NewRiver
Shares on ongoing basis until the conclusion of NewRiver's annual general
meeting in 2025 pursuant to section 551 of the Companies Act, which resolution
must be passed by NewRiver Shareholders representing more than 50 per cent. of
the votes validly cast on such resolution, whether in person or by proxy, and
(ii) to dis-apply statutory pre-emption rights in connection with the
allotment of any such new NewRiver Shares on an ongoing basis until the
conclusion of NewRiver's annual general meeting in 2025 pursuant to section
571 of the Companies Act, which resolution must be passed by NewRiver
Shareholders representing at least 75 per cent. of the votes validly cast on
such resolution(s), whether in person or by proxy. The NewRiver Directors have
no present intention to utilise the authorities proposed to be granted to them
pursuant to the NewRiver Additional Resolutions.

As stated above, the Combination is conditional only on the passing of the
NewRiver Combination Resolution(s) at the NewRiver General Meeting.

The NewRiver Board considers the Combination to be in the best interests of
NewRiver and NewRiver Shareholders, as a whole. Accordingly, the NewRiver
Board intends unanimously to recommend that NewRiver Shareholders vote, or
procure the vote, in favour of the NewRiver Resolutions to be proposed at the
NewRiver General Meeting, which is to be convened to approve, amongst other
things, certain matters in connection with the Combination, as those NewRiver
Directors who hold NewRiver Shares have irrevocably undertaken to do in
respect of their own holdings of, in aggregate, 1,383,602 NewRiver Shares,
representing approximately 0.37 per cent. of the issued ordinary share capital
of NewRiver on the Last Practicable Date.

NewRiver is required to publish a prospectus in connection with Admission.
Accordingly, NewRiver will prepare the Prospectus which will summarise,
amongst other things, the background to, and reasons for, the Combination and
contain a notice convening the NewRiver General Meeting and information
relating to, amongst other things, the Combined Group, the New NewRiver Shares
and Admission.

It is expected that the Prospectus (together with the NewRiver Form of Proxy
for use in connection with the NewRiver General Meeting) will be published and
posted to NewRiver Shareholders at the same time as the Scheme Document is
posted to Capital & Regional Shareholders. The Prospectus will be made
available by NewRiver on its 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)
and by Capital & Regional on its website at
https://capreg.com/investor-info/possible-offer/
(https://capreg.com/investor-info/possible-offer/) . Capital & Regional
and NewRiver urge Capital & Regional Shareholders to read the Scheme
Document and the Prospectus carefully as each will contain important
information relating to, amongst other things, the Combination. Capital &
Regional Shareholders are also advised to read the Prospectus, as it will
contain important information relating to the New NewRiver Shares. Any vote,
decision in respect of or other response to the Combination (or the Scheme, if
applicable) should only be made on the basis of the information contained in
the Scheme Document and the Prospectus.

21.         DISCLOSURE OF INTERESTS

Except for the irrevocable undertakings referred to above, as at the close of
business on the Last Practicable Date, neither NewRiver nor any of the
NewRiver Directors, nor, so far as NewRiver is aware, any person acting in
concert (within the meaning of the Code) with NewRiver:

·                 has any interest in, or right to subscribe
for, any relevant securities of Capital & Regional; nor

·                 has any short position in respect of
relevant securities of Capital & Regional, including any short position
under a derivative, any agreement to sell, any delivery obligation or right to
require another person to purchase or take delivery of relevant securities of
Capital & Regional; nor

·                 has borrowed or lent any relevant
securities of Capital & Regional or entered into any financial collateral
arrangements relating to relevant securities of Capital & Regional; nor

·                 is party to any dealing arrangement of the
kind referred to in Note 11 on the definition of "acting in concert" in the
Code in relation to relevant securities of Capital & Regional.

An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an "interest" by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.

"Relevant securities of Capital & Regional" for these purposes are Capital
& Regional Shares or securities convertible or exchangeable into Capital
& Regional Shares.

22.         CONSENTS

Jefferies, Kinmont, Panmure Liberum, Shore Capital, Deutsche Numis, Stifel and
Java Capital have each given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the references
to their names in the form and context in which they appear.

Knight Frank, Colliers and CBRE have each given and not withdrawn their
consent to the publication of their valuation reports in this announcement and
the inclusion herein to the references to their names in the form and context
in which they appear.

BDO has given and not withdrawn its consent to the inclusion of its report on
the Quantified Financial Benefits Statement in Part B of Appendix 5 to this
announcement.

23.         DOCUMENTS PUBLISHED ON A WEBSITE

In accordance with Rule 26.2 of the Code, copies of the following documents
will, to the extent not already published there, by no later than 12.00 noon
on the Business Day following the date of this announcement, be published 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)
during the Offer Period:

·                 this announcement;

·                 the investor presentation in connection
with the Placing;

·                 the irrevocable undertakings referred to in
paragraph 7 above and summarised in Appendix 3 to this announcement;

·                 the Capital & Regional Confidentiality
Agreement referred to in paragraph 14 above;

·                 the NewRiver Confidentiality Agreement
referred to in paragraph 14 above;

·                 the Co-operation Agreement referred to in
paragraph 14 above;

·                 the consent letters from each of Jefferies,
Kinmont, Panmure Liberum, Shore Capital, Deutsche Numis, Stifel, Java Capital,
BDO, Knight Frank, Colliers and CBRE referred to in paragraph 22 above;

·                 the no material change letters from each of
Knight Frank, Colliers and CBRE;

·                 the reports from each of BDO and Jefferies
in relation to the Quantified Financial Benefits Statement contained in Parts
B and C, respectively, of Appendix 5 to this announcement;

·                 the Knight Frank valuation reports;

·                 the Colliers valuation report; and

·                 the CBRE valuation report.

The contents of Capital & Regional's website and NewRiver's website, and
any website accessible from hyperlinks, are not incorporated into and do not
form part of this announcement.

24.         OVERSEAS CAPITAL & REGIONAL SHAREHOLDERS

The availability of the Combination to Capital & Regional Shareholders who
are not resident in and citizens of the United Kingdom 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. Capital & Regional Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities, nor is it a solicitation of any
vote or approval in any jurisdiction, nor will there be any purchase or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law or regulation.

US Capital & Regional Shareholders should see the "Notice to US investors
in Capital & Regional" below.

25.         GENERAL

NewRiver reserves the right to elect (with the consent of the Panel) to
implement the Combination by way of a Takeover Offer as an alternative to the
Scheme. In such event, the Takeover Offer will be implemented on substantially
the same terms (subject to appropriate amendments), so far as applicable, as
those which would apply to the Scheme including (without limitation) the
inclusion of an acceptance condition set at 90 per cent. of the Capital &
Regional Shares (or such other percentage as NewRiver may, subject to the
rules of the Code and with the consent of the Panel, decide, being in any case
more than 50 per cent. of the Capital & Regional Shares), or any
amendments required by applicable law. Further, if sufficient acceptances of
such Takeover Offer are received and/or sufficient Capital & Regional
Shares are otherwise acquired, it would be the intention of NewRiver to apply
the provisions of the Companies Act to acquire compulsorily any outstanding
Capital & Regional Shares to which such Takeover Offer relates.

The Combination will be on the terms and subject to the Conditions set out in
Appendix 1 to this announcement, and to the full terms and conditions to be
set out in the Scheme Document. The formal Scheme Document containing further
information about the Combination and notices of the Capital & Regional
Meetings, together with the Capital & Regional Forms of Proxy, will be
sent to Capital & Regional Shareholders as soon as practicable and, in any
event, within 28 days of this announcement (or on such later date as may be
agreed between NewRiver and Capital & Regional with the consent of the
Panel).

Appendix 2 to this announcement contains bases and sources of certain
information contained in this announcement. Details of irrevocable
undertakings received are set out in Appendix 3. Property valuation reports
for Capital & Regional and NewRiver (as at 30 June 2024) pursuant to Rule
29 of the Code are set out in Appendix 4. Certain terms used in this
announcement are defined in Appendix 6.

In the event that the assets within either Capital & Regional's or
NewRiver's property portfolios were to be sold at the valuations contained in
the valuation reports set out in Appendix 4 to this announcement, any gains
realised on such disposals may be subject to taxation in the UK.

Generally, disposals by a UK REIT of assets located in the UK held for the
purpose of a property rental business should be exempt from UK corporation
tax, however, there are specific rules which can result in assets held as part
of the property rental business being subject to tax on disposal, for example,
when a property is materially developed and sold within three years of
completion of that development. In connection with the Combination, it is not
contemplated that the aforementioned liability to taxation will crystallise.

For the purposes of Rule 29.5 of the Code, the NewRiver Board confirms that
each of Knight Frank and Colliers has confirmed to it that an updated
valuation of the relevant properties within NewRiver's property portfolio
(and, in the case of Knight Frank, Capital & Regional's property
portfolio) as at the date of this announcement which it has valued would not
be materially different from the valuations given by each of Knight Frank and
Colliers as at 30 June 2024 and contained in their respective valuation
reports set out in Appendix 4 to this announcement.

For the purposes of Rule 29.5 of the Code, the Capital & Regional Board
confirms that CBRE has confirmed to it that an updated valuation of Capital
& Regional's property portfolio as at the date of this announcement would
not be materially different from the valuation given by CBRE as at 30 June
2024 and contained in CBRE's valuation report set out in Appendix 4 to this
announcement.

For the purposes of Rule 28 of the Code, the Quantified Financial Benefits
Statement is the responsibility of NewRiver and the NewRiver Directors.
Appendix 5 to this announcement sets out the Quantified Financial Benefits
Statement relating to cost savings and synergies arising out of the
Combination and provides underlying information and bases of belief. Appendix
5 also includes reports from NewRiver's reporting accountant, BDO, and its
lead financial adviser, Jefferies, in connection with the Quantified Financial
Benefits Statement, as required pursuant to Rule 28.1(a) of the Code.

Appendix 6 to this announcement sets out certain information in relation to
the Combined Group's debt position. Appendix 7 to this announcement sets out
certain additional information in relation to the Combined Group's portfolio.
Appendix 8 contains certain information in relation to the top five tenants of
each of NewRiver, Capital & Regional and the Combined Group. Appendix 9
contains certain additional property information disclosures.

This announcement does not constitute an offer for sale of any securities or
an invitation to purchase or subscribe for any securities. Capital &
Regional Shareholders are advised to read carefully the Scheme Document and
related Capital & Regional Forms of Proxy once these have been dispatched.

Analyst and Investor Presentation

NewRiver will host a presentation for analysts and investors via webcast at
9.30 a.m. (UK time) today (24 September 2024) to discuss the Combination. To
participate in this webcast, please use the following access details:

https://secure.emincote.com/client/newriver/offer-for-capital-regional
(https://url.uk.m.mimecastprotect.com/s/bUpRCvo2DFgxQRQtQf8CQYdvT?domain=secure.emincote.com)

The presentation will also be accessible on-demand later today on NewRiver's
website:
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc
(https://url.uk.m.mimecastprotect.com/s/KPUACwmpZiQKB2BHqh2CJiZiP?domain=nrr.co.uk)
.

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

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.

Further Information

This announcement contains inside information in relation to NewRiver and
Capital & Regional for the purposes of Article 7 of the Market Abuse
Regulation. This announcement has been authorised for release on behalf of
NewRiver by the NewRiver Board. The person responsible for arranging the
release of this announcement on behalf of NewRiver is Kerin Williams, Company
Secretary.

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.

Forward-looking Statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Combination, and other
information published by NewRiver and Capital & Regional contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections 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. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
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; and (ii) business and management strategies and the
expansion and growth of NewRiver's or Capital & Regional's or the Combined
Group's operations and potential synergies resulting from the Combination.

Although NewRiver and Capital & Regional believe that the expectations
reflected in such forward-looking statements are reasonable, neither NewRiver
nor Capital & Regional can give assurance that such expectations will
prove to be correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on circumstances that
will occur in the future.

There is a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Combination; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Combination not being realised as a result of changes in general economic and
market conditions; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which NewRiver and Capital & Regional operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.

Neither NewRiver nor Capital & Regional, nor any of their respective
associates or directors, officers 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.
Given the risks and uncertainties, you are cautioned not to place any reliance
on these forward-looking statements. Other than in accordance with their legal
or regulatory obligations, neither NewRiver nor Capital & Regional is
under any obligation, and each of NewRiver and Capital & Regional
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, 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, (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.

Quantified Financial Benefits Statement

Statements of estimated cost savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not
be achieved, may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither the Quantified
Financial Benefits Statement nor any other statement in this announcement
should be construed as a profit forecast or interpreted to mean that the
Combined Group's earnings in the first full year following the Effective Date,
or in any subsequent period, would necessarily match or be greater than or be
less than those of NewRiver or Capital & Regional for the relevant
preceding financial period or any other period. For the purposes of Rule 28 of
the Code, the Quantified Financial Benefits Statement contained in this
announcement is the responsibility of NewRiver and the NewRiver Directors.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for NewRiver or
Capital & Regional for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for NewRiver or Capital & Regional.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables and paragraphs may vary slightly and figures shown as totals
in certain tables and paragraphs may not be an arithmetic aggregation of the
figures that precede them.

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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Capital & Regional Shareholders
and persons with information rights may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement), free of charge, by contacting Equiniti during business hours on
0371 384 2438 (from within the United Kingdom) and +44 (0) 121 415 7047 (from
outside the United Kingdom) or by submitting a request in writing to Equiniti,
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. 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
will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales.

Capital & Regional Shareholders recorded on the South African Register may
request hard copies of this announcement by contacting JSE Investor Services
at One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or on
011 713 0800 (from within South Africa) and +27 11 713 0800 (from outside
South Africa) between 8.30 a.m. and 5.30 p.m. (London 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.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement 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.

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.

Scheme Process

In accordance with Section 5 of Appendix 7 of the Code, Capital & Regional
will announce through a Regulatory Information Service key events in the
Scheme process including the outcomes of the Capital & Regional Meetings
and the Scheme Sanction Hearing.

Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the Capital & Regional Meetings (or any later date to which such
meetings are adjourned). In accordance with Section 11 of Appendix 7 of the
Code, if the Scheme lapses or is withdrawn, all documents of title will be
returned as soon as practicable and in any event within 14 days of such
lapsing or withdrawal.

Information relating to Capital & Regional Shareholders

Please be aware that addresses, electronic addresses and certain other
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 under Section 4 of Appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.

Rule 2.9 of the Code

In accordance with Rule 2.9 of the Code, as at the close of business on the
Last Practicable Date, NewRiver confirms that its issued share capital
consisted of 378,176,668 ordinary shares of one penny each, of which 3,109,959
ordinary shares are held in the Employee Benefit Trust ("EBT"). Accordingly,
the total number of voting rights in the Company is 375,066,709. The Company
does not hold any shares in treasury.  The International Securities
Identification Number ("ISIN") of the ordinary shares is GB00BD7XPJ64.

appendix 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE COMBINATION

Part A

Conditions to the Scheme and Combination

1.           The Combination will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Code, by no later than 11:59 p.m. on the Long Stop Date.

Conditions to the Scheme

2.           The Scheme will be conditional upon:

(a)

(i)                  its approval by a majority in number
representing not less than 75 per cent. in value of Scheme Shareholders who
are on the register of members of Capital & Regional (or the relevant
class or classes thereof) at the Voting Record Time, present and voting (and
entitled to vote), whether in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required (or any adjournment thereof);
and

(ii)                 such Court Meeting (and any separate
class meeting which may be required) or any adjournment of any such meeting
being held on or before the 22nd day after the expected date of the Court
Meeting to be set out in the Scheme Document in due course (or such later date
as may be agreed between NewRiver and Capital & Regional with the consent
of the Panel (and that the Court may allow if required));

(b)

(i)                  the Capital & Regional Resolution(s)
being duly passed at the Capital & Regional General Meeting (or any
adjournment thereof); and

(ii)                 such Capital & Regional General
Meeting or any adjournment of that meeting being held on or before the 22nd
day after the expected date of the Capital & Regional General Meeting to
be set out in the Scheme Document in due course (or such later date as may be
agreed between NewRiver and Capital & Regional with the consent of the
Panel (and that the Court may allow if required)); and

(c)

(i)                  the sanction of the Scheme by the Court
(with or without modification (but subject to any such modification being
acceptable to NewRiver and Capital & Regional)) and the delivery of a copy
of the Scheme Court Order to the Registrar of Companies; and

(ii)                 the Scheme Sanction Hearing being held on
or before the 22nd day after the expected date of the Scheme Sanction Hearing
to be set out in the Scheme Document in due course (or such later date as may
be agreed between NewRiver and Capital & Regional with the consent of the
Panel (and that the Court may allow)).

Regulatory Condition

3.           The Combination will be conditional upon, in relation
to Capital & Regional Property Management Limited (an indirect,
wholly-owned subsidiary of Capital & Regional), the FCA: (i) having given
written notice for the purposes of section 189(4) of the United Kingdom
Financial Services and Markets Act 2000 ("FSMA") that the FCA has determined
to approve the acquisition of Control by any person who would as a result of
the Combination be treated as a Controller unconditionally; or (ii) having
given written notice for the purposes of section 189(7) of FSMA that the FCA
has determined to approve the acquisition of Control by any person who would
as a result of the Combination be treated as a Controller subject to
conditions satisfactory to NewRiver (acting reasonably); or (iii) being
treated, by virtue of section 189(6) of FSMA, as having approved the
acquisition of Control by any person who would as a result of the Combination
be treated as a Controller. For the purposes of this Condition only,
references to acquiring "Control" are to be read, where applicable, as having
the meaning ascribed to it in Section 181 of FSMA (the threshold for which
being modified, where relevant, by the FSMA (Controllers) (Exemption) Order
2009 as amended) and references to "Controller" having the meaning ascribed to
it in Section 422 of FSMA.

General Conditions

4.           In addition, subject as stated in Part B below and
subject to the requirements of the Panel in accordance with the Code, NewRiver
and Capital & Regional have agreed that the Combination will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:

(a)            any resolution or resolutions of NewRiver
Shareholders required to implement the Combination, including (without
limitation), the NewRiver Combination Resolution(s), being duly passed by the
requisite majority or majorities at the NewRiver General Meeting (or at any
adjournment thereof, provided that the NewRiver General Meeting may not be
adjourned beyond the 22nd day after the expected date of the NewRiver General
Meeting to be set out in the Prospectus in due course or such later date (if
any) as NewRiver and Capital & Regional may agree);

(b)            the FCA having acknowledged to NewRiver or its agent
(and such acknowledgement not having been withdrawn) that the application for
the admission of the New NewRiver Shares to listing on the Equity Shares
(Commercial Companies) category of the Official List has been approved and
(after satisfaction of any conditions to which such approval is expressed to
be subject ("Listing Conditions")) admission will become effective as soon as
a dealing notice has been issued by the FCA and any Listing Conditions having
been satisfied;

(c)            the London Stock Exchange having acknowledged to
NewRiver or its agent (and such acknowledgement not having been withdrawn)
that the New NewRiver Shares will be admitted to trading on the Main Market of
the London Stock Exchange;

(d)            all necessary filings or applications having been
made, all necessary waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with, in each case, in connection
with the Combination or the acquisition by any member of the Wider NewRiver
Group of any shares or other securities in, or control of, any member of the
Wider Capital & Regional Group, where the direct consequence of a failure
to make such a notification or filing or to wait for the expiry, lapse, or
termination of any such waiting or time period would be unlawful in any
relevant jurisdiction;

(e)            all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals which
are necessary for the proposed acquisition of any shares or other securities
in, or control of, Capital & Regional by any member of the Wider NewRiver
Group having been obtained in terms and in a form reasonably satisfactory to
NewRiver from all necessary Third Parties (as defined below) or persons with
whom any member of the Wider Capital & Regional Group has entered into
contractual arrangements or other material business relationships, together
with all authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals, necessary or appropriate
to carry on the business of any member of the Wider Capital & Regional
Group, remaining in full force and effect and all filings necessary for such
purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the same
at the time at which the Combination becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with, in each case, which is or could be material in the context of
the Combined Group, taken as a whole, or material in the context of the
Combination;

(f)             no relevant government or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution, any entity
owned or controlled by any relevant government or state, or any other body or
person whatsoever in any jurisdiction (each a "Third Party") having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and, in each case, not
having withdrawn the same), or having enacted, made or proposed any statute,
regulation, decision or order, or change to published practice or having taken
any other steps, and there not continuing to be outstanding any statute,
regulation, decision or order, which, in each case, would reasonably be
expected to:

(i)                  require, prevent or delay the
divestiture, or alter the terms envisaged for any proposed divestiture by any
member of the Wider NewRiver Group or any member of the Wider Capital &
Regional Group of all or any part of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or to own, control or manage any
of their respective assets or properties or any part thereof, to an extent
which, in any such case, is material in the context of the Wider NewRiver
Group or the Wider Capital & Regional Group, taken as a whole;

(ii)                 require, prevent or materially delay the
divestiture by any member of the Wider NewRiver Group of any shares or other
securities in Capital & Regional;

(iii)                 impose any limitation on, or result in a
delay in, the ability of any member of the Wider NewRiver Group, directly or
indirectly, to acquire or to hold or to exercise effectively all or any rights
of ownership in respect of shares or any other securities in, or to exercise
voting or management control over, any member of the Wider Capital &
Regional Group to an extent which is material in the context of the Combined
Group, taken as a whole, or material in the context of the Combination;

(iv)                make the Scheme or the Combination or, in
each case, its implementation or the acquisition, or proposed acquisition, by
NewRiver or any member of the Wider NewRiver Group of any shares or other
securities in, or control of, Capital & Regional or any member of the
Wider Capital & Regional Group, void, illegal, and/or unenforceable under
the laws of any jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or impose additional adverse conditions or
obligations with respect thereto to an extent which is, or could be, material
in the context of the Combined Group, taken as a whole, or material in the
context of the Combination;

(v)                 except pursuant to the implementation of
the Combination or, if applicable, sections 974 to 991 of the Companies Act,
require any member of the Wider NewRiver Group or the Wider Capital &
Regional Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider NewRiver Group or the Wider
Capital & Regional Group owned by any third party;

(vi)                limit the ability of any member of the
Wider NewRiver Group or the Wider Capital & Regional Group to co-ordinate
its business, or any part of it, with the businesses of any other members of
the Wider NewRiver Group and/or the Wider Capital & Regional Group which
is adverse to, and material in the context of, the Wider NewRiver Group and/or
the Wider Capital & Regional Group, as the case may be, taken as a whole,
or material in the context of the Combination; or

(vii)                otherwise adversely affect any or all of
the business, assets, profits, financial or trading position or prospects of
any member of the Wider NewRiver Group or of any member of the Wider Capital
& Regional Group to an extent which is material in the context of the
Wider NewRiver Group or the Wider Capital & Regional Group, in either
case, taken as a whole;

Certain matters arising as a result of any arrangement, agreement etc.

(g)            save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Capital & Regional Group is a party or by or to which
any such member or any of its assets is or are or may be bound, entitled or
subject, or any circumstance which, in each case, as a consequence of the
Scheme, the Combination or the acquisition or proposed acquisition by any
member of the Wider NewRiver Group of any shares or other securities (or
equivalent) in Capital & Regional or because of a change in the control or
management of Capital & Regional, would, or would reasonably be expected
to, result in any of the following (in any case, to an extent which is adverse
to, and material, in the context of the Wider Capital & Regional Group,
taken as a whole, or in the context of the Combination):

(i)                  any monies borrowed by or any other
indebtedness or liabilities (actual or contingent) of, or grant available to
any member of the Wider Capital & Regional Group, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;

(ii)                 any asset or interest of any member of
the Wider Capital & Regional Group being or falling to be disposed of or
charged or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
member of the Wider Capital & Regional Group otherwise than in the
ordinary course of business;

(iii)                 other than in the ordinary course of
business, the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any member of the Wider Capital & Regional Group or any
such mortgage, charge or other security interest (whenever arising or having
arisen) becoming enforceable;

(iv)                the rights, liabilities, obligations or
interests of any member of the Wider Capital & Regional Group, or the
business of any such member with, any person, firm, company or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;

(v)                 the value or financial or trading position
of any member of the Wider Capital & Regional Group being prejudiced or
adversely affected; or

(vi)                the creation or acceleration of any
material liability, actual or contingent, by any member of the Wider Capital
& Regional Group other than trade creditors or other liabilities incurred
in the ordinary course of business or in connection with the Combination,

and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Capital & Regional Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject, would
or might reasonably be expected to result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (vi) above, in each
case, to an extent material and adverse in the context of the Wider Capital
& Regional Group, taken as a whole;

Certain events occurring since 30 December 2023

(h)            save as Disclosed, no member of the Wider Capital
& Regional Group having, since 30 December 2023:

(i)                  save as between Capital & Regional
and wholly-owned subsidiaries and/or subsidiary undertakings of Capital &
Regional or between such wholly-owned subsidiaries and/or subsidiary
undertakings, issued or agreed to issue, authorised or proposed the issue of
additional shares of any class;

(ii)                 save as between Capital & Regional
and wholly-owned subsidiaries and/or subsidiary undertakings of Capital &
Regional or between such wholly-owned subsidiaries and/or subsidiary
undertakings, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;

(iii)                 save as between Capital & Regional
and wholly-owned subsidiaries and/or subsidiary undertakings of Capital &
Regional or between such wholly-owned subsidiaries and/or subsidiary
undertakings, prior to the Combination becoming Effective, but excluding the
Capital & Regional Interim Dividend and any Capital & Regional
Additional Dividend, recommended, declared, paid or made any dividend or other
distribution payable in cash or otherwise or made any bonus issue;

(iv)                save as between Capital & Regional and
wholly-owned subsidiaries and/or subsidiary undertakings of Capital &
Regional or between such wholly-owned subsidiaries and/or subsidiary
undertakings, merged or demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or announced any
intention to effect any acquisition, disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course of business
and, in each case, to an extent which is material in the context of the Wider
Capital & Regional Group, taken as a whole;

(v)                 save as between Capital & Regional and
wholly-owned subsidiaries and/or subsidiary undertakings of Capital &
Regional or between such wholly-owned subsidiaries and/or subsidiary
undertakings, made or authorised or announced an intention to propose any
change in its loan capital, in each case, other than in the ordinary course of
business and to an extent which is material in the context of the Wider
Capital & Regional Group, taken as a whole;

(vi)                issued, authorised or announced its
intention for the issue of, or made any change in or to, any debentures or
(save for intra-Capital & Regional Group transactions), incurred or
increased any indebtedness or become subject to any liability (actual or
contingent) to an extent which is material in the context of the Wider Capital
& Regional Group, taken as a whole;

(vii)                purchased, redeemed or repaid or announced
its intention to purchase, redeem or repay any of its own shares or other
securities or reduced or, save in respect to the matters mentioned in
sub-paragraphs (i) or (ii) above, made any other change to any part of its
share capital, in each case, to an extent which is material in the context of
the Wider Capital & Regional Group, taken as a whole;

(viii)               (other than in respect of a member which is
dormant and was solvent at the relevant time) implemented, or authorised,
proposed or announced its intention to implement, any reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement which, in
any case, is material in the context of the Wider Capital & Regional
Group, taken as a whole;

(ix)                entered into, varied or authorised any
agreement, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:

(A)     is of a long term, onerous or unusual nature or magnitude or which
is reasonably likely to involve an obligation of such nature or magnitude; or

(B)     would, or would reasonably be likely to, restrict the business of
any member of the Wider Capital & Regional Group other than to a nature
and extent which is normal in the context of the business concerned,

and, in either case, which is, or would be expected to be, material and
adverse in the context of the Wider Capital & Regional Group, taken as a
whole;

(x)                 (other than in respect of a member which
is dormant and was solvent at the relevant time) taken any corporate action or
steps or had any legal proceedings started or threatened against it in
relation to the suspension of payments, a moratorium of any indebtedness, or
petition presented or order made for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed which,
in any case, is material in the context of the Wider Capital & Regional
Group, taken as a whole;

(xi)                other than claims between Capital &
Regional and its wholly-owned subsidiaries and/or subsidiary undertakings, or
between such wholly-owned subsidiaries and/or subsidiary undertakings, waived,
settled, abandoned or compromised any claim which is material in the context
of the Wider Capital & Regional Group, taken as a whole;

(xii)                made any alteration to its memorandum or
articles of association or other incorporation documents (in each case other
than in connection with the Scheme) which is material in the context of the
Combination;

(xiii)               been unable, or admitted in writing that it
is unable, to pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business to an extent which is
material in the context of the Wider Capital & Regional Group, taken as a
whole;

(xiv)               entered into any contract, commitment,
arrangement or agreement or passed any resolution or made any offer (which
remains open for acceptance) with respect to, or announced any intention to,
effect any of the transactions, matters or events referred to in this
paragraph (h) which is material in the context of the Wider Capital &
Regional Group, taken as a whole;

(xv)               entered into, varied, authorised entry into
or variation of, the terms of, or made any offer (which remains open for
acceptance) to enter into or vary the terms of appointment of, any contract or
any service agreement with any director of the Wider Capital & Regional
Group; or

(xvi)               except with the consent of NewRiver, taken
(or agreed or proposed to take) any action which requires, or would require,
the consent of the Panel or the approval of Capital & Regional
Shareholders at a general meeting of Capital & Regional in accordance
with, or as contemplated by, Rule 21.1 of the Code;

No material adverse change

(i)             save as Disclosed, since 30 December 2023:

(i)                  no adverse change or deterioration
having occurred in the business, assets, financial or trading position or
profits or prospects or operational performance of the Wider Capital &
Regional Group, taken as a whole (in each case, to an extent which is, or
could be, material in the context of the Wider Capital & Regional Group,
taken as a whole);

(ii)                 no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the Wider
Capital & Regional Group is, or may become, a party (whether as a
plaintiff, defendant or otherwise) and no enquiry, review or investigation by,
or complaint or reference to, any Third Party against or in respect of any
member of the Wider Capital & Regional Group having been instituted,
announced, implemented or threatened in writing by or against or remaining
outstanding in respect of any member of the Wider Capital & Regional Group
which, in any such case, has had, or would reasonably be expected to have, a
material adverse effect on the Wider Capital & Regional Group, taken as a
whole;

(iii)                 no contingent or other liability of any
member of the Wider Capital & Regional Group or of any member of the Wider
NewRiver Group having arisen or become apparent or increased, which has had,
or might reasonably be expected to have, an adverse effect on the Wider
Capital & Regional Group, taken as a whole, or the Wider NewRiver Group,
taken as a whole, and is material to the Wider Capital & Regional Group,
taken as a whole, or the Wider NewRiver Group, taken as a whole;

(iv)                no member of the Wider Capital &
Regional Group having conducted its business in breach of any applicable laws
and regulations and which, in any case, is material in the context of the
Wider Capital & Regional Group, taken as a whole; and

(v)                 no steps having been taken which are
reasonably likely to result in the withdrawal, cancellation, termination or
modification of any licence or permit held by any member of the Wider Capital
& Regional Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which would reasonably be expected to have a material adverse effect on the
Wider Capital & Regional Group, taken as a whole;

No discovery of certain matters

(j)             save as Disclosed, NewRiver not having discovered
(in each case to an extent which is, or could reasonably be expected to be,
material in the context of the Wider Capital & Regional Group, taken as a
whole, or material in the context of the Combination) that:

(i)                  any financial, business or other
information concerning the Wider Capital & Regional Group as contained in
the information publicly disclosed at any time by or on behalf of any member
of the Wider Capital & Regional Group is materially misleading, contains a
material misrepresentation of fact or omits to state a fact necessary to make
that information not misleading and which was not subsequently corrected
before the date of this announcement by disclosure by or on behalf of the
Wider Capital & Regional Group either publicly or otherwise to NewRiver or
its professional advisers;

(ii)                 any member of the Wider Capital &
Regional Group is subject to any liability (contingent or otherwise), other
than in the ordinary course of business;

(iii)                 any past or present member of the Wider
Capital & Regional Group has failed to comply with any applicable
legislation or regulation, of any jurisdiction with regard to the use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health or animal
health or otherwise relating to environmental matters or the health and safety
of humans, or that there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
which, in each case, non-compliance would be likely to give rise to any
material liability (actual or contingent) or cost on the part of any member of
the Wider Capital & Regional Group; or

(iv)                there is any material liability (actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider Capital & Regional Group under any environmental legislation,
regulation, notice, circular or order of any government, governmental, quasi-
governmental, state or local government, supranational, statutory or other
regulatory body, agency, court, association or body in any jurisdiction; and

Anti-corruption and sanctions

(k)            save as Disclosed, NewRiver not having discovered:

(i)                  any:

(A)     past or present member, director or officer of the Wider Capital
& Regional Group is or has at any time, in connection with their position
in the Wider Capital & Regional Group, engaged in any activity, practice
or conduct which would constitute an offence under the Bribery Act 2010, the
US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery legislation; or

(B)     person that performs, or has performed, services for or on behalf
of the Wider Capital & Regional Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery legislation;

(ii)                 any asset of any member of the Wider
Capital & Regional Group constitutes criminal property as defined by
section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph
(b) of that definition);

(iii)                 any past or present member of the Wider
Capital & Regional Group, is or has engaged in any business with, made any
investments in, made any funds or assets available to or received any funds or
assets from:

(A)     any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US, UK or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control, or His Majesty's Revenue
and Customs; or

(B)     any government, entity or individual targeted by any of the
economic sanctions of the UK, US, United Nations or the European Union or any
of their respective member states; or

(iv)                any member of the Wider Capital &
Regional Group is, or has been, engaged in any transaction which would cause
the Wider Capital & Regional Group or the Wider NewRiver Group to be in
breach of any law or regulation prior to, or upon, completion of the
Combination, including (but not limited to) the economic sanctions of the
United States Office of Foreign Assets Control, or His Majesty's Revenue and
Customs, or any other relevant government authority,

which, in any case, is material in the context of the Wider Capital &
Regional Group, taken as a whole, or material in the context of the
Combination.

 

Part B

Further terms of the Combination

1.           Conditions 2(a), 2(b), 3 and 4(a) to 4(k) (inclusive)
of Part A of this Appendix 1 must each be fulfilled or (if capable of waiver)
be waived by no later than 11:59 p.m. on the date immediately preceding the
date of the Scheme Sanction Hearing (or such later date as NewRiver and
Capital & Regional may agree and the Panel and, if required, the Court,
may allow), failing which the Scheme will lapse.

2.           Notwithstanding the paragraph above and subject to the
requirements of the Panel and the Code, NewRiver reserves the right in its
sole discretion to waive:

(a)            any of the deadlines set out in paragraph 2 of Part
A of this Appendix 1 for the timing of the Capital & Regional Court
Meeting, Capital & Regional General Meeting and the Scheme Sanction
Hearing. If any such deadline is not met, NewRiver shall make an announcement
by 8.00 a.m. (London time) on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with Capital & Regional to extend the deadline in relation to the relevant
Condition; and

(b)            in whole or in part, all or any of the Conditions
set out in paragraphs 3 and 4(d) to (k) (inclusive) of Part A of this Appendix
1.

3.           Subject to the requirements of the Panel, Capital &
Regional reserves the right in its sole discretion to waive that part of the
Condition in paragraph 4(a) of Part A of this Appendix 1 relating to the
deadline for the NewRiver General Meeting. If such deadline is not met,
Capital & Regional shall make an announcement by 8.00 a.m. (London time)
on the Business Day following such deadline confirming whether it has invoked
the relevant Condition, waived the deadline or agreed with NewRiver to extend
the deadline.

4.           Save as set out in paragraphs 2 and 3 of this Part B of
this Appendix 1, the Conditions in paragraphs 1, 2 and 4(a), 4(b) and 4(c)
(inclusive) of Part A of this Appendix 1 may not be waived.

5.           Neither NewRiver nor Capital & Regional shall be
under any obligation to waive (if capable of waiver) or treat as satisfied any
of the Conditions set out in paragraphs 3 and 4(a) to 4(k) (inclusive) of Part
A of this Appendix 1 that it is entitled (with the consent of the Panel and
subject to the requirements of the Code and the Co-operation Agreement) to
invoke, by a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of fulfilment.

6.           Under Rule 13.5(a) of the Code, NewRiver may only
invoke a Condition so as to cause the Combination not to proceed, to lapse or
to be withdrawn with the consent of the Panel. The Panel will normally only
give its consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to NewRiver in the context of the
Combination. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. The Conditions set out in
paragraphs 1, 2(a), 2(b) and 2(c) and paragraphs 4(a) to 4(c) (inclusive) of
Part A of this Appendix 1 and, if applicable, any acceptance condition if the
Combination is implemented by means of a Takeover Offer, are not subject to
Rule 13.5(a) of the Code.

7.           If NewRiver is required by the Panel to make an offer
for Capital & Regional Shares under the provisions of Rule 9 of the Code,
NewRiver may make such alterations to any of the above Conditions and the
terms of the Combination as are necessary to comply with the provisions of
Rule 9.

8.           NewRiver reserves the right to elect to implement the
Combination by way of a Takeover Offer as an alternative to the Scheme
(subject to the Panel's consent and subject to the terms of the Co-operation
Agreement). In such event, the Combination will be implemented on the same
terms and conditions (subject to appropriate amendments (including any
amendments which are either required by applicable law or necessary to reflect
the Takeover Offer) and subject to the terms of the Co-operation Agreement
including (without limitation) the inclusion of an acceptance condition set at
90 per cent. of the issued share capital of Capital & Regional (or such
lower percentage as NewRiver may, subject to the rules of the Code and with
the consent of the Panel and in accordance with the provisions of the
Co-operation Agreement, decide, being in any case more than 50 per cent. of
the issued share capital of Capital & Regional)) as those which would
apply to the Scheme. Further, if sufficient acceptances of the Takeover Offer
are received and/or sufficient Capital & Regional Shares are otherwise
acquired, it is the intention of NewRiver to apply the provisions of Chapter 3
of Part 28 of the Companies Act to compulsorily acquire any outstanding
Capital & Regional Shares to which such Takeover Offer relates.

9.           The Capital & Regional Shares will be acquired
under the Scheme, fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature whatsoever and together with all rights now or
hereafter attaching or accruing to them, including voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of capital or value (whether by
reduction of share capital or share premium account or otherwise) made on or
after the Effective Date.

10.

10.1       Each of NewRiver and Capital & Regional agrees and
acknowledges that Capital & Regional Shareholders will be entitled to
receive and retain, in each case without any reduction being made to the
consideration payable pursuant to the terms of the Combination:

10.1.1       to the extent that the Scheme Record Time occurs after the
record date in respect of, the Capital & Regional Interim Dividend; and

10.1.2       if the record date for the NewRiver Interim Dividend is a
date prior to the Scheme Record Time, any Capital & Regional Additional
Dividend.

10.2       Subject to the terms of the Scheme, if, on or after the date
of this announcement and prior to the Effective Date, Capital & Regional
announces, declares, makes or pays any Capital & Regional Additional
Distribution, Capital & Regional Shareholders will be entitled to receive
and retain such Capital & Regional Additional Distribution but NewRiver
shall be entitled (without prejudice to any right NewRiver may have, with the
consent of the Panel, to invoke Condition 4(h)(iii) in Part A of Appendix 1 to
this announcement) to reduce the consideration payable pursuant to the terms
of the Combination by an amount equivalent to all or any part of such Capital
& Regional Additional Distribution, in which case any reference in this
announcement to the consideration payable pursuant to the terms of the
Combination will be deemed to be a reference to the consideration as so
reduced. To the extent that any such Capital & Regional Additional
Distribution has been declared but is cancelled, then the consideration
payable pursuant to the terms of the Combination will not be subject to change
in accordance with this paragraph. Any exercise by NewRiver of its rights
referred to in this paragraph will be the subject of an announcement and, for
the avoidance of doubt, will not be regarded as constituting any revision or
variation of the Combination.

11.         The Combination will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms and conditions which will be set out in the Scheme Document
to be published in due course and such further terms as may be required to
comply with the provisions of the Code.

12.         This announcement and any rights or liabilities arising
hereunder are, and the Combination, the Scheme and any Capital & Regional
Forms of Proxy will be, governed by English law and subject to the
jurisdiction of the courts of England and Wales. 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.

13.         The Combination is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
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.

14.         The availability of the Combination to Capital &
Regional Shareholders who are not resident in and citizens of the United
Kingdom 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. Further information
in relation to Overseas Shareholders will be contained in the Scheme Document.

15.         Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

 

appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

Unless otherwise stated, the following constitute the sources of information
and bases of calculations in this announcement:

1.           All prices quoted for NewRiver Shares and Capital &
Regional Shares are closing middle market quotations of a NewRiver Share or
Capital & Regional Share (as applicable) derived from the Daily Official
List of the London Stock Exchange on the relevant date(s).

2.           As at the close of business on the Last Practicable
Date, 378,176,668 NewRiver Shares and 232,996,247 Capital & Regional
Shares (including 399,297 Capital & Regional Shares held by the trustee of
the Capital & Regional plc Employee Share Ownership Trust 2002 and
available to be used to satisfy Capital & Regional Share Awards) were in
issue and admitted to trading on the Main Market of the London Stock Exchange.
The legal entity identifier for NewRiver is 2138004GX1VAUMH66L31. The ISIN for
the NewRiver Shares is GB00BD7XPJ64. The legal entity identifier for Capital
& Regional is 21380097W74N9OYF5Z25. The ISIN for the Capital &
Regional Shares is GB00BL6XZ716.

3.           As at the close of business on the Last Practicable
Date, there was an aggregate maximum of 4,627,179 Capital & Regional
Shares subject to subsisting Capital & Regional Share Awards. This number
does not include any additional Capital & Regional Shares which will be
added to such subsisting Capital & Regional Share Awards in respect of any
dividends which have not yet been paid, including the Capital & Regional
Interim Dividend. The remuneration committee of the Capital & Regional
Board has resolved that, in the context of the Combination, Capital &
Regional Share Awards will vest (if not already vested) and be exercisable on
the Scheme being sanctioned by the Court in respect of a maximum of (i)
1,631,777 Capital & Regional Shares plus (ii) 120,800 Capital &
Regional Shares pursuant to a Capital & Regional Share Award expected to
be granted immediately prior to the Scheme being sanctioned by the Court, and
to vest and be exercisable on the Scheme being sanctioned by the Court plus
(iii) any additional Capital & Regional Shares which will be added to such
subsisting Capital & Regional Share Awards in respect of any dividends
which have not been paid as at the Last Practicable Date. In the event that
the Scheme is sanctioned by the Court on or after 1 January 2025, Capital
& Regional Share Awards will vest and be exercisable on the Scheme being
sanctioned by the Court in respect of an additional maximum of 454,692 Capital
& Regional Shares (excluding any additional Capital & Regional Shares
which will be added to such subsisting Capital & Regional Share Awards in
respect of any dividends which have not yet been paid, including the Capital
& Regional Interim Dividend).

4.           Any references to the issued, and to be issued,
ordinary share capital of Capital & Regional are based on:

4.1         the 232,996,247 Capital & Regional Shares referred to
in paragraph 2 above; plus

4.2         the 1,752,577 Capital & Regional Shares expected to be
subject to Capital & Regional Share Awards when the Scheme is sanctioned
by the Court; less

4.3         the 399,297 Capital & Regional Shares held by the
trustee of the Capital & Regional plc Employee Share Ownership Trust 2002
and available to be used to satisfy Capital & Regional Share Awards; plus

4.4       the 454,692 additional Capital & Regional Shares in
respect of which Capital & Regional Share Awards will vest and be
exercisable if the Scheme is sanctioned by the Court after 1 January 2025;
plus

4.5         up to 87,009 additional Capital & Regional Shares
which may be added to subsisting Capital & Regional Share Awards in
respect of the Capital & Regional Interim Dividend.

5.           All volume-weighted average NewRiver and Capital &
Regional share prices are derived from data provided by Bloomberg for the
relevant time periods.

6.           Property portfolio and valuation information relating
to NewRiver is from the valuation reports produced by each of Knight Frank and
Colliers as set out in Appendix 4 to this announcement.

7.           Property portfolio and valuation information relating
to Capital & Regional is from the valuation report produced by Knight
Frank and CBRE as set out in Appendix 4 to this announcement.

8.           The balance sheet financial information (excluding the
property valuations) relating to Capital & Regional is extracted from the
unaudited interim results of Capital & Regional for the six month period
ended 30 June 2024 published on 1 August 2024.

9.           The profit and loss financial information relating to
Capital & Regional is extracted from the audited consolidated financial
statements of Capital & Regional for the year ended 30 December 2023
published on 30 April 2024, adjusted for the annualised impact of the
acquisition of The Gyle, Edinburgh, which completed in September 2023, and the
disposal of Luton and Redditch, which completed in March 2023 and September
2023, respectively.

10.         The financial information relating to NewRiver is
extracted from the audited consolidated financial statements of NewRiver for
the year ended 31 March 2024 published on 21 June 2024 and includes the
proportionate share of joint ventures and associates (note that debt maturity
does not include the impact of associate debt) and is adjusted for:

10.1       the disposals in the Napier joint venture in June 2023
(adjustment only made to profit and loss financial information);

10.2       the disposal of two Work Out assets during the financial year
ended 31 March 2024 (adjustment only made to profit and loss financial
information);

10.3       the disposal of one Work Out asset during the financial year
ending 31 March 2025 (adjustment made to profit and loss and balance sheet
financial information); and

10.4       the acquisition of Ellandi during the financial year ending
31 March 2025 (adjustment made to profit and loss and balance sheet financial
information).

11.         UK Retail, UK Shopping Centres and UK Industrial sector
average equivalent yields are extracted from the MSCI quarterly index as at
June-2024.

12.         ICR is calculated by comparing actual net property income
received versus net cash interest payable on a 12 month look-back basis.

13.         LTV is net debt divided by gross asset value per the
Knight Frank valuation reports included in Appendix 4 to this announcement.

14.         All occupational metrics including, Occupational Cost
Ratio, in-store sales growth, distance travelled and shopper average net
income are calculated based on information provided by Lloyds Bank on customer
spend, covering 98 per cent. by value of Capital & Regional's assets and
67 per cent. by value of NewRiver's assets.

15.         Combined portfolio statistics are calculated by the
addition of the relevant figures for NewRiver and Capital & Regional on
the basis outlined above.

16.         Combined capital structure statistics are calculated by
the addition of the relevant figures for NewRiver and Capital & Regional
adjusted for:

16.1       the cash component of the consideration payable pursuant to
the Combination;

16.2       estimated transaction costs;

16.3       estimated net pre-tax run-rate recurring annual cost
synergies of £6.2 million (see Appendix 5 to this announcement for the
Quantified Financial Benefit Statement);

16.4       the estimated net proceeds of the Placing; and

16.5       the repayment of Capital & Regional's Hemel Hempstead,
Ilford and Edinburgh secured loan facilities totalling £59 million.

17.         For the purposed of calculating the relevant shareholdings
in NewRiver following the completion of the Combination, the enlarged issued
ordinary share capital of NewRiver includes 62,737,200 new NewRiver Shares
issued in connection with the Placing.

 

appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Capital & Regional Directors' Irrevocable Undertakings

The following Capital & Regional Directors who hold Capital & Regional
Shares have given irrevocable undertakings to vote, or procure the vote, in
favour of the Scheme at the Court Meeting and the Capital & Regional
Resolution(s) at the Capital & Regional General Meeting in respect of
their beneficial holdings (including those of their connected persons) of
Capital & Regional Shares (or those Capital & Regional Shares over
which they have control):

 Name                Total number of Capital & Regional Shares      Percentage of Capital & Regional Shares in issue on the Last Practicable
                                                                    Date (%)
 Capital & Regional Directors
 David Hunter        142,824                                        0.06
 Lawrence Hutchings  87,042                                         0.04
 Stuart Wetherly     87,812                                         0.04
 Laura Whyte         36,950                                         0.02
 Norbert Sasse       82,584                                         0.04
 Total               437,212                                        0.19

The undertakings provided by the Capital & Regional Directors will cease
to be binding if:

·                 the Combination terminates, lapses or is
withdrawn in accordance with its terms;

·                 the Scheme has not become Effective, or the
Offer has not been declared unconditional in all respects (as the case may
be), in accordance with the requirements of the Code by 11.59 p.m. on the Long
Stop Date or such later time or date as agreed between Capital & Regional
and NewRiver with the approval of the Court and/or the Panel, if required; or

·                 the NewRiver Board withdraws, amends or
changes its recommendation for the NewRiver Shareholders to vote in favour of
the NewRiver Combination Resolution(s).

Growthpoint's Irrevocable Undertaking

Growthpoint has given an irrevocable undertaking to vote, or procure the vote,
in favour of the Scheme at the Court Meeting and the Capital & Regional
Resolution(s) at the Capital & Regional General Meeting in respect of its
beneficial holdings of Capital & Regional Shares (or those Capital &
Regional Shares over which it has control):

 Name         Total number of Capital & Regional Shares      Percentage of Capital & Regional Shares in issue on the Last Practicable
                                                             Date (%)
 Growthpoint  160,648,081                                    68.9
 Total        160,648,081                                    68.9

The obligations of Growthpoint under the irrevocable undertaking shall lapse
and cease to have effect on and from the following occurrences:

·      NewRiver announces, following the release of this announcement,
with the consent of the Panel and before the Scheme Document (or Takeover
Offer document, if applicable) is published, that it does not intend to
proceed with the Combination and no new, revised or replacement Scheme or
Takeover Offer is announced by NewRiver in accordance with Rule 2.7 of the
Code;

·      the Combination does not become Effective, is withdrawn or lapses
in accordance with its terms, unless:

·      the Combination is withdrawn or lapses solely as a result of
NewRiver exercising its right to implement the Combination by way of a
Takeover Offer rather than a Scheme or vice versa; or

·      if the lapse or withdrawal either is not confirmed by NewRiver or
is followed within 10 Business Days by an announcement under Rule 2.7 of the
Code by NewRiver (or a person acting in concert with it) to implement the
Combination either by a new, revised or replacement Scheme or Takeover Offer;

·       any competing offer for Capital & Regional is made which
becomes, or is declared, unconditional or otherwise becomes effective; or

·       an announcement is made in accordance with Rule 2.7 of the Code
of a competing offer (whether by means of a takeover offer within the meaning
of section 974 of the Companies Act 2006 or by way of a scheme of arrangement
under section 895 of the Companies Act 2006) for the ordinary shares in
Capital & Regional, the value of the consideration per Capital &
Regional Share available under which at the time it is made exceeds 68.75
pence per Capital & Regional Share and NewRiver does not match that
competing offer with a revised offer that is at least equivalent to the value
of such competing offer (in the reasonable opinion of the Capital &
Regional Board, having taken advice from its financial adviser(s)) with 10
days of such competing offer being made.

Growthpoint has also undertaken not to sell any New NewRiver Shares which may
be issued to it under the terms of the Combination (i) for a period of five
months following the Effective Date without the prior written consent of
NewRiver and other than through NewRiver's financial adviser; and (ii) for a
further period of four months thereafter, without first giving NewRiver
reasonable written notice of any such sale, in both cases subject to certain
customary exceptions.

NewRiver Directors' Irrevocable Undertakings

The following NewRiver Directors who hold NewRiver Shares have given
irrevocable undertakings to vote, or procure the vote, in favour of the
NewRiver Resolution(s) at the NewRiver General Meeting in respect of their
beneficial holdings (including those of their connected persons) of NewRiver
Shares (or those NewRiver Shares over which they have control):

 Name             Total number of NewRiver Shares  Percentage of NewRiuver Shares in issue on the Last Practicable Date (%)
 NewRiver Directors
 Lynn Fordham     187,500                          0.05
 Allan Lockhart   630,541                          0.17
 Will Hobman      425,551                          0.11
 Alastair Miller  99,806                           0.03
 Karen Miller     18,750                           0.00
 Charlie Parker   21,454                           0.01
 Total            1,383,602                        0.37

The undertakings provided by the NewRiver Directors will cease to be binding
if:

·                 the Combination terminates, lapses or is
withdrawn in accordance with its terms;

·                 the Scheme has not become Effective, or the
Offer has not been declared unconditional in all respects (as the case may
be), in accordance with the requirements of the Code by 11.59 p.m. on the Long
Stop Date or such later time or date as agreed between Capital & Regional
and NewRiver with the approval of the Court and/or the Panel, if required; or

·                 NewRiver announces that it does intend to
proceed with the Combination and no revised Scheme or Takeover Offer is
announced at the same time; or

·                 any competing offer for Capital &
Regional is made which becomes, or is declared, unconditional or otherwise
becomes effective.

appendix 4

VALUATION REPORTS

Part A - Knight Frank Valuation Report (NewRiver Portfolio)

 

 

Valuation Report

 

 

 

 

NewRiver REIT plc

Valuation date: 30 June 2024

 

 

 

 

 

 

Important Notice to all readers of this report

Unless you are the Client named within this report, or have been explicitly
identified by us as a party to whom we owe a responsibility, a duty of care
and who is entitled to rely on this report, Knight Frank LLP does not owe or
assume any duty of care to you in respect of the contents of this report and
you are not entitled to rely upon it.

 NewRiver REIT plc

 89 Whitfield Street

 London

W1T 4DE (hereinafter referred to as the "Client" and the "Offeror")

 Jefferies International Limited (acting as lead financial adviser and joint

 corporate broker to the Client)

 100 Bishopsgate

 London

 EC2N 4JL (hereinafter referred to as the "Offeror Financial Adviser")

 Panmure Liberum Limited (acting as sole sponsor and joint corporate broker to
 the Client)

 Ropemaker Place

 Level 12

 25 Ropemaker Street

 London

 EC2Y 9LY (hereinafter referred to as the "Offeror Sponsor")

 Kinmont Limited (acting as joint financial adviser to the Client)

 5 Clifford Street

 London

 W1S 2LG

 Shore Capital Stockbrokers Limited (acting as joint corporate broker to the

 Client)

 Cassini House

 57 St James's Street

 London

 SW1A 1LD

 (together, hereinafter referred to as the "Offeror Addressees")

 Capital & Regional plc

Strand Bridge House

138-142 Strand

London

WC2R 1HH (hereinafter referred to the "Offeree")

 Numis Securities Limited (trading as Deutsche Numis) (acting as joint
 financial adviser and joint corporate broker to Offeree)

 45 Gresham Street

 London

 EC2V 7BF

 Stifel Nicolaus Europe Limited (acting as joint financial adviser and joint
 corporate broker to Offeree)

 4(th) Floor

 150 Cheapside

 London

 EC2V 6ET

 (together, hereinafter referred to as the "Offeree Joint Financial Advisers")

 (each an "Addressee" and together the "Addressees")

Our Ref: 1148756

Date of issue: 24 September 2024

 

Dear Sir/Madam

Valuation Report in respect of the properties of NewRiver REIT plc as at 30
June 2024 for inclusion in a Rule 2.4 Announcement, Rule 2.7 Announcement,
Scheme Document and Prospectus ("Valuation Report")

 

Further to your instructions, we are pleased to provide our Valuation Report
in respect of the freehold, heritable or leasehold interests in the properties
("Properties") set out in Appendix 1 (Schedule of Properties) below in
connection with inclusion in a Rule 2.4 Announcement, Rule 2.7 Announcement,
Scheme Document to be published by the Offeree and a Prospectus to be
published by the Offeror, in connection with a possible acquisition of the
entire issued, and to be issued, share capital of the Offeree by the Offeror
(the "Transaction").

 

 

 Knight Frank

 55 Baker Street, London, W1U 8AN

 +44 20 7629 8171

 knightfrank.co.uk

 Knight Frank is the trading name of Knight Frank LLP. Knight Frank LLP is a
 limited liability partnership registered in England and Wales with registered
 number OC305934. Our

 registered office is at 55 Baker Street, London W1U 8AN where you may look at
 alist of members' names. If we use the term 'partner' when referring to one
 of our representatives, that person will either be a member, employee, worker
 or consultant of Knight Frank LLP and not a partner in a partnership.

 

Signed for and on behalf of Knight Frank LLP

 Signature.                                         Signature.
 Gavin Spreyer MRICS

 RICS Registered Valuer

 Partner, Valuation & Advisory

 gavin.spreyer@knightfrank.com

 T          +44 20 7861 1585

 M         +44 7771 635 198
                                                    Tom Withey MRICS

                                                    RICS Registered Valuer

                                                    Partner, Valuation & Advisory

                                                    tom.withey@knightfrank.com

                                                    T          +44 20 7861 1583

                                                    M         +44 7500 092 478

 

Signature.

Tom Withey MRICS

RICS Registered Valuer

Partner, Valuation & Advisory

tom.withey@knightfrank.com

T          +44 20 7861 1583

M         +44 7500 092 478

1.   About this report

Engagement of Knight Frank LLP

1.1          This Valuation Report sets out our valuation, as at 30
June 2024 ("Valuation Date"), of the Properties ("Valuation"). This Valuation
Report has been prepared in accordance with our Terms of Engagement letter
dated 13 September 2024 addressed to the Addressees, and our General Terms of
Business for Valuation Services (together the "Agreement").

Client

1.2          We have been instructed to prepare this Valuation Report
by NewRiver REIT plc. However as set out above, this Valuation Report has also
been addressed to other Addressees.

Valuation standards

1.3          The Valuation has been undertaken in accordance with and
complies with: (a) the current editions of RICS Valuation - Global Standards,
which incorporate the International Valuation Standards, and the RICS UK
National Supplement. References to the "Red Book" refer to either or both of
these documents, as applicable; (b) Rule 29 of the City Code on Takeovers and
Mergers (the "Code") as issued by the UK Panel on Takeovers and Mergers; (c)
paragraphs 128-130 of the Financial Conduct Authority ("FCA") Primary Market
Technical Note 619.1 (the "FCA Technical Note"); and (d) Rules 5.4.5 and 5.4.6
of the UK Prospectus Regulation Rules published by the FCA. This Valuation
Report is an unqualified valuation report prepared in accordance with the
requirements of Rule 29 of the Code by a valuer who has had access to
sufficient information to prepare it.

1.4          The Properties have been valued by a valuer who is
qualified for the purposes of the Valuation in accordance with Rule 29 of the
Code. For the purposes of this Valuation Report, "UK Prospectus Regulation
Rules" shall mean the prospectus regulation rules made by the FCA for the
purposes of part 6 of the Financial Services and Markets Act 2000, as amended.

Status and experience of valuer

Valuer and expertise

1.5          The valuers, on behalf of Knight Frank LLP, with the
responsibility for this Valuation Report are Gavin Spreyer MRICS, RICS
Registered Valuer and Tom Withey MRICS, RICS Registered Valuer ("Responsible
Valuers").  Parts of the Valuation have been undertaken by additional valuers
as listed on our file.

1.6          We confirm that the Responsible Valuers and any
additional valuers who value the Properties meet the requirements of the Red
Book and Rule 29.3(a)(iii) of the Code in having sufficient current knowledge
of the particular market and the skills and understanding to undertake the
Valuation and prepare this Valuation Report competently and are appropriately
qualified for the purposes of the Valuation as required by Rule 29.3(a)(ii) of
the Code and are independent of the parties to the offer as required by Rule
29.3(a)(i) of the Code.

1.7          We confirm that we are not aware of any reason why we
would not satisfy the requirements of Rule 29.3(a)(i) of the Code.

Conflicts of Interest:  Declaration and Disclosures

1.8          We confirm that the Responsible Valuers and additional
valuers meet the requirements of the Red Book, having sufficient current
knowledge of the particular market and the skills and understanding to
undertake the Valuation competently.

1.9          We confirm that we have no material interest in the
Client and we have acted as an External Valuer for the purpose of valuing the
Properties pursuant to the terms of our letter of engagement dated 14 August
2017.

1.10        This Valuation Report has been vetted as part of Knight
Frank LLP's quality assurance procedures.

1.11        We recognise and support the RICS Rules of Conduct and have
procedures for identifying conflicts of interest.

Independence

1.12        Knight Frank LLP currently values the Properties, for
financial reporting purposes, on behalf of the Client. The total fees for this
assignment, earned by Knight Frank LLP (or other companies forming part of the
same group of companies within the UK) from the Client (or other companies
within the UK) is less than 5.0% of the total UK revenues. It is not
anticipated that there will be a material increase in the proportion of the
fees payable, or likely to be payable, by the Client.

1.13        Other than these valuation services, Knight Frank LLP has
no material involvement with the assets being valued and we confirm that we
can report without any material conflict.

Use of this Valuation

Purpose of valuation

1.14        The Valuation and this Valuation Report are each provided
solely for the purpose of:

(A)     inclusion in an announcement proposed to be made by the Offeror
pursuant to Rule 2.4 of the Code in connection with the Transaction (the "Rule
2.4 Announcement");

(B)     inclusion in an announcement proposed to be made by the Offeror
and the Offeree pursuant to Rule 2.7 of the Code in connection with the
Transaction (the "Rule 2.7 Announcement");

(C)     inclusion in a scheme circular to be published by the Offeree in
connection with the Transaction (the "Scheme Document");

(D)     inclusion in a prospectus to be published by the Offeror in
connection with the Transaction and the issue and allotment of new shares in
the capital of the Offeror pursuant, amongst other things, to the terms of the
Transaction (the "Prospectus");

(E)     inclusion and/or reference to it in any other announcements,
documents and/or supplementary documents required to be released by the
Offeror and/or the Offeree pursuant to the Code and which directly relate to
the Transaction (each a "Code Document"); and

(F)      publication on the Offeror's website and the Offeree's website
in accordance with the requirements of Rule 26.3 of the Code and the UK
Prospectus Regulation Rules,

(together, the "Purpose").

Reliance

1.15        This Valuation Report has been prepared for the Addressees
only and is for the use of, and may be relied upon by, the Addressees for the
Purpose. Notwithstanding the General Terms, we acknowledge that this Valuation
Report will also be for the use of the shareholders of the Offeror and the
Offeree for the Purpose set out above.

1.16        Save for: (a) the Addressees; and (b) any responsibility
arising under the Code and/or the UK Prospectus Regulation Rules to any person
as and to the extent there provided, in accordance with Clauses 3 & 4 of
the General Terms and to the fullest extent permitted by law, we do not assume
any responsibility and will not accept any liability to any other person for
any loss suffered by any such other person as a result of, arising out of, or
in accordance with this Valuation Report or our statement, required by and
given solely for the purposes of complying with the UK Prospectus Regulation
Rules and Rule 29 of the Code.

Disclosure & publication

1.17        The Valuation has been prepared for the Client and in
accordance with the Agreement which governs its purpose and use. As stated in
the Agreement, this Valuation Report is confidential to the Addressees and
must not be disclosed to any person other than for the Purpose without our
express written consent. Other than for the Purpose, neither the whole, nor
any part of this Valuation Report nor any reference thereto may be included in
any prospectus, listing particulars, published document, circular or statement
nor published in any way without our prior written approval of the form or
context in which it may appear.

1.18        Notwithstanding paragraph ‎1.17 above, this Valuation
Report may be disclosed as set out below:

Subject to the terms and conditions (but disregarding for these purposes
clauses 4.3 to 4.6 (inclusive) of the General Terms) of the Agreement and our
approval of the form and context thereof, we hereby confirm that we will
authorise and consent to the disclosure of this Valuation Report:

i.          as may be required by any applicable court of competent
jurisdiction or other competent judicial or governmental body or any
applicable law or regulation or pursuant to government action, regulatory
requirement or request;

ii.         to each Addressee's affiliates and each Addressee's
affiliates' respective directors, officers, employees, agents, professional
advisers, insurers, auditors and bankers that need to see the Valuation in
connection with the Purpose;

iii.         in the case of the Offeror Addressees, in seeking to
establish a defence or otherwise in connection with any actual or threatened
legal or regulatory proceedings or investigation relating to the matters set
out in this Valuation Report or claims that may be brought against them
arising from their roles as financial adviser, sponsor and/or joint corporate
broker (as applicable) to the Offeror;

iv.        in the case of the Offeree Joint Financial Advisers, in
seeking to establish a defence or otherwise in connection with any actual or
threatened legal or regulatory proceedings or investigation relating to the
matters set out in this Valuation Report or claims that may be brought against
them arising from their roles as joint financial adviser and/or joint
corporate broker (as applicable) to the Offeree;

v.         in investor presentations and other investor education
materials prepared in connection with the Transaction, and in any private
discussions with Investors or other third parties in connection with the
Transaction;

vi.        for the Purpose; and

vii.        to any Addressee's insurers in respect of any claim or
potential claim relating to the Transaction, but in each case only on the
basis that: (a) such disclosure is made to inform the recipient that Knight
Frank have no duty of care and therefore shall have no liability to the
recipient in respect of the relevant document; and (b) such recipient agrees
not to provide a copy of the document to any other person without the prior
written consent of Knight Frank.

1.19        It is a condition of such disclosure that each party in
receipt of this Valuation Report that is not an Addressee agrees and
acknowledges that this Valuation Report cannot be relied upon by them, and we
do not accept any responsibility, duty of care or liability to them, whether
in contract, tort (including negligence), misrepresentation or otherwise in
respect of the Valuation and the information it contains.  For the avoidance
of doubt, nothing in the preceding sentence shall affect our responsibility,
for the purposes of Rule 5.3.2R(2)(f) of the UK Prospectus Regulation Rules,
or under paragraphs 1.15 and 1.16 of this Valuation Report for the information
contained in this Valuation Report.

1.20        This Valuation Report complies with Rule 29 of the Code and
we understand that the publication or reproduction by the Offeror or the
Offeree of this Valuation Report and/or the information contained herein as
required by Rules 26 and 29 of the Code is necessary, including in the Rule
2.4 Announcement, the Rule 2.7 Announcement, the Scheme Document and any Code
Document.

1.21        We confirm that this Valuation Report complies with Rules
5.4.5G and 5.4.6G of the UK Prospectus Regulation Rules and paragraphs 128 to
130 of the FCA Technical Note.

1.22        We confirm that the information contained in the Prospectus
which is extracted from this Valuation Report is accurate, balanced and
complete and is not misleading or inconsistent with this Valuation Report as
prepared by us and has been properly extracted, derived or computed from this
Valuation Report.

1.23        The Addressees agree and acknowledge that we shall have no
liability for any error, omission or inaccuracy in this Valuation Report to
the extent resulting from our reliance on information provided by or on behalf
of the Client unless otherwise stated. Notwithstanding the above, we highlight
the restricted nature of this instruction, in accordance with the Red Book; as
a result the reliance that can be placed on the Valuation is limited.

Verification

1.24        We recommend that before any financial transaction is
entered into based upon the Valuation, you obtain verification of any
third-party information contained within this Valuation Report.

1.25        We would advise you that whilst we have valued the
Properties reflecting current market conditions, there are certain risks which
may be, or may become, uninsurable. Before undertaking any financial
transaction based upon this Valuation, you should satisfy yourselves as to the
current insurance cover and the risks that may be involved should an uninsured
loss occur.

Limitations on liability

1.26        Knight Frank LLP's total liability for any direct loss or
damage (whether caused by negligence or breach of contract or otherwise)
arising out of or in connection with this Valuation is limited in accordance
with the terms of the Agreement. Knight Frank LLP accepts no liability for any
indirect or consequential loss or for loss of profits.

1.27        We confirm that we hold adequate and appropriate PII cover
for this instruction.

1.28        No claim arising out of or in connection with this
Valuation may be brought against any member, employee, partner or consultant
of Knight Frank LLP.  Those individuals will not have a personal duty of care
to any party and any claim for losses must be brought against Knight Frank
LLP.

1.29        Nothing in this Valuation shall exclude or limit our
liability in respect of fraud or for death or personal injury caused by our
negligence or for any other liability to the extent that such liability may
not be excluded or limited as a matter of law or regulation.

Scope of work

General Scope of Valuation Work

1.30        The Valuation has been undertaken, and this Valuation
Report prepared, in accordance with the General Scope of Valuation Work
appended to this Valuation Report at Appendix 2.

Information to be relied upon

1.31        We have relied upon the information previously provided to
us by the Client, or by third parties in respect of the 30 June 2024 Valuation
and will assume it to be correct for the purposes of the Valuation unless you
inform us otherwise, subject only to any valuation that we have agreed to
undertake.

1.32        Where we express an opinion in respect of (or which depends
upon) legal issues, any such opinion must be verified by your legal advisors
before any Valuation can be relied upon.

1.33        We are instructed to rely on floor areas and tenancy
information provided by the Client. We have not read lease agreements nor
verified accordance between tenancy schedule and lease terms.

1.34        Knight Frank LLP cannot be held liable as regards the legal
description of the Properties, its use, non-compliance with statutory
requirements, technological and natural risks, the areas taken into account,
the existence of concealed defects, presence of asbestos, adverse ground
condition, presence of soil contamination, presence of insects, noxious
animals or plants, rot, or deleterious materials, etc. This Valuation Report
comments on the above on the basis of Technical or Environmental reports, if
provided.

Inspections

1.35        In undertaking the Valuation and in our role as External
Valuers under the existing statutory valuation, we have carried out an
inspection of the Properties internally and externally. Our inspections of all
the Properties have been undertaken within the last six months.

Information Provided

1.36        In this Valuation Report we have been provided with
information by the Client, its advisors and other third parties. We have
relied upon this information as being materially correct in all aspects.

1.37        In the absence of any documents or information provided, we
have had to rely solely upon our own enquiries as outlined in this Valuation
Report.

1.38        We have assumed there to be good and marketable titles to
the Properties. We have made oral enquiries with the Client where appropriate
and have taken account, insofar as we are aware, of unusual outgoings,
planning proposals and onerous restrictions or local authority intentions
which affect the Properties. However, this information has been provided to us
on the basis that it should not be relied upon.

1.39        We have been supplied with details of tenure and tenancies
and have valued on the basis that there are no undisclosed matters which would
affect our valuation.

1.40        We have not undertaken any building surveys or
environmental audits and are therefore unable to report that the Properties
are free of any structural fault, rot, infestation or defects of any other
nature, including inherent weaknesses due to the use in construction of
materials now suspect. No tests were carried out on any of the technical
services. However, we have reflected any apparent wants of repair in our
opinion of value as appropriate.

1.41        The Properties have been valued individually, not as part
of a portfolio.

Assumptions

1.42        We have assumed, except where we have been informed to the
contrary, that there are no adverse ground or soil conditions or environmental
contaminations which would affect the present or future use of the Properties
and that the load bearing qualities of the site of each property are
sufficient to support the buildings constructed or to be constructed thereon.

1.43        The valuation of the long leasehold interest held in The
Martlets, Burgess Hill, RH15 9NN has been undertaken on a residual basis
reflecting the partial refurbishment and part re-development of the property.
Planning consent dated 2 July 2021 exists and has been implemented and the
intention is to construct 100 one bedroom and 72 two bedroom apartments,
together with commercial accommodation extending to 10,358 sq m (111,496 sq
ft) and 16 additional residential units above. There are proposals to sell the
land for the development of the 172 residential apartments, subject to
restructure of the title. The total gross development value of the
refurbishment/redevelopment is in the order of £77,150,000 with the total
construction costs including professional fees and finance of £63,400,000.

1.44        With regard to the valuation of the freehold interest in
Grays Shopping Centre, Grays, RM17 6QE we have had regard to the existing
occupational profile. The Client is pursuing the potential for a comprehensive
residential redevelopment and has submitted a planning application for up to
860 residential units, subject to viability. The valuation is based on the
existing use value of the property but has regard to the 'hope' for future
redevelopment that is implied in the scheme yield.

1.45        Since 30 June 2024 we are aware that Carpetright Plc which
occupy a retail warehouse at Vale Gate Retail Park, Cardiff, CF5 6EH, have
served notice of intent to file for administration. The full implications of
any potential administration are as yet unknown and our valuation currently
reflects the uncertainty of the situation.

1.46        We have been informed that there was a fire at Blackburn
Retail/Leisure Park, Lower Audley Street, Blackburn, BB2 3DY on 6 May 2023
affecting Unit 2 which was vacant at the date of the fire and Unit 4 which was
let to the tenant, B&M Retail Limited. We understand that Unit 4 has been
subject to substantial damage and temporary closure and Unit 2 was vacant and
also subject to substantial damage.  We understand that all insurance
re-instatement policies are in place for both Unit 2 and Unit 4 and there is a
sufficient level of rent cover on Unit 4, until such time as the building is
fully repaired. We have valued both Unit 2 and Unit 4 adopting the investment
method of valuation and at the date of valuation Unit 2 was being fitted out
by the new tenant Jollyes and Unit 4 was not occupied by B&M and was still
undergoing repair works.

1.47        The valuation of the Sprucefield Retail Park, Hillsborough
Road, Lisburn, BT27 5UQ and The Moor, Sheffield, South Yorkshire, S1 4PF
presented within this valuation report is the 100% freehold or long leasehold
interests held in the properties by the respective partnerships.  The
valuation does not detail the proportionate ownership and value thereof held
by the Client. We understand NewRiver REIT plc have a 10% interest in the
Partnerships.

1.48        In valuing the property at the Sprucefield Retail Park,
Hillsborough Road, Lisburn, BT27 5UQ, terms have been agreed, subject to
planning, for Lidl to acquire 2.70 acres of land for the development of a
27,000 sq ft foodstore.  There is also surplus development land without
planning to which we have applied a value of £1m.  We have also had regard
to the anticipated practical completion of three retail units in September
2024 pre-let to SC Hospitality Ltd (t/a Slim Chickens), Nandos Chickenland Ltd
(t/a Nandos), and Tolren Ltd (t/a Starbucks) and have deducted the remaining
construction costs of £1,866,999.

2.   Valuation

Methodology

2.1          The Valuation has been undertaken using appropriate
valuation methodology and our professional judgement.

Comparative method

2.2          In undertaking the Valuation, we have made our
assessment on the basis of a collation and analysis of appropriate comparable
transactions, together with evidence of demand within the vicinity of the
subject properties.  With the benefit of such transactions we have then
applied these to the Properties, taking into account size, location, aspect
and other material factors.

Investment method

2.3          The Valuation has been carried out using the comparative
and investment methods.  In undertaking the Valuation, we have made our
assessment on the basis of a collation and analysis of appropriate comparable
investment and rental transactions, together with evidence of demand within
the vicinity of the subject Properties. With the benefit of such transactions
we have then applied these to the Properties, taking into account size,
location, terms, covenant and other material factors.

Valuation bases

2.4          The basis of value for the Valuation as required by the
Code is Market Value and therefore these valuations have been prepared on a
Market Value basis.

Market Value

2.5          Market Value is defined within RICS Valuation - Global
Standards as:

"The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."

Portfolios

2.6          In a valuation of a property portfolio, we have valued
the individual properties separately and we have assumed that the individual
properties have been marketed in an orderly way.

Market Value

Market Value of Non Partnership Properties

2.7          We are of the opinion that the aggregate Market Value of
the freehold, heritable and long leasehold interests in the Properties,
subject to the existing tenancies on the assumptions highlighted above, as at
the Valuation Date is:

£300,455,000 (Three Hundred Million, Four Hundred and Fifty Five Thousand
Pounds).

 

2.8          The number of Freehold/Heritable and Long Leasehold
interests in the Non Partnership Properties and aggregate Market Value is
summarised in the table below.

 Property Type                                               Freehold/Heritable  Long Leasehold  Total
 Market Value of Properties held for Investment/Development  11 Properties       8 Properties    19 Properties

                                                                                                 £300,455,000

Market Value of Partnership Properties

2.9          We are of the opinion that the aggregate Market Value of
the freehold and long leasehold interests in the Properties, subject to the
existing tenancies on the assumptions highlighted above, as at the Valuation
Date is:

£99,200,000 (Ninety Nine Million, Two Hundred Thousand Pounds).

 

2.10        The number of Freehold and Long Leasehold interests in the
Partnership Properties and aggregate Market Value is summarised in the table
below.

 Property Type                                   Freehold    Long Leasehold  Total
 Market Value of Properties held for Investment  1 Property  1 Property      2 Properties

                                                                             £99,200,000

 

2.11        For the purposes of Rule 29.5 of the Code, we confirm that
in our opinion the current valuation of the Properties as at the date of this
Valuation Report would not be materially different from the valuation of the
Properties as at the Valuation Date.

2.12        We are not aware, as a result of our role as an External
Valuer of the Properties of any matter which would materially affect the
Market Value of the Properties which is not disclosed in this Valuation Report
(subject to the assumptions set out in this Valuation Report) and we are not
aware of any matter in relation to this Valuation Report that we believe
should be and has not yet been brought to the attention of the Addressees.

2.13        For the purposes of paragraph 130(vi) of the FCA Technical
Note, we consider the: (i) 0.20% difference in respect of the Non Partnership
Properties; and (ii) -0.77% difference in respect of the Partnership
Properties, between the valuation figures in this Valuation Report and the
equivalent figures reported in the Client's latest published annual or
consolidated accounts for 31 March 2024 to be as a result of the occupational
changes, capital expenditure and market movements.

Responsibility

2.14        For the purposes of the Code, we are responsible for this
Valuation Report and accept responsibility for the information contained in
this Valuation Report and confirm that to the best of our knowledge (having
taken all reasonable care to ensure this is the case), the information
contained in this Valuation Report is in accordance with the facts and
contains no omissions likely to affect its import. This Valuation Report
complies with and is prepared in accordance with, and on the basis of, the
Code. We authorise its contents for the purposes of Rule 29 of the Code.
 Knight Frank LLP has given and has not withdrawn its consent to the
inclusion of this Valuation Report in the Rule 2.4 Announcement, the Rule 2.7
Announcement, the Scheme Document and in the Prospectus.

2.15        We accept responsibility (including for the purpose of Rule
5.3.2R(2)(f) of the UK Prospectus Regulation Rules) for the information
contained in this Valuation Report and to the best of our knowledge, the
information contained in this Valuation Report is in accordance with the facts
and the Valuation Report makes no omission likely to affect its import.

Consent

2.16        Knight Frank LLP has given and has not withdrawn its
consent to the inclusion of this Valuation Report in the Rule 2.4
Announcement, the Rule 2.7 Announcement, the Scheme Document and in the
Prospectus  published by the Client and/or the Offeree in the form and
context in which it is included.

2.17        We consent to the inclusion of the Valuation and this
Valuation Report and any extracts or references thereto in the Prospectus and
the reference to our name in the form and context in which they are included
in the Prospectus (subject to us first approving the form and context in which
our Valuation Report will appear).

Appendix 1    List of Properties

 

 Property Address - Retail Warehouse / Supermarket                       Tenure          Property Type                 Date of Inspection  Ownership Purpose
 Hollywood Retail & Leisure, Barrow-In-Furness, LA14 2NA                 Freehold        Retail Warehouses             01/07/2024          Investment
 Waterfront Retail Park, Barry, CF63 4BA                                 Long Leasehold  Retail Warehouses             07/02/2024          Investment
 Blackburn Retail/Leisure Park, Lower Audley Street, Blackburn, BB2 3DY  Long Leasehold  Retail Warehouses             02/07/2024          Investment
 Enterprise 5 Retail Park, Bradford Road, Bradford, BD10 8EG             Long Leasehold  Retail Warehouses             02/07/2024          Investment
 Vale Gate Retail Park, Cardiff, CF5 6EH                                 Freehold        Retail Warehouses             07/02/2024          Investment
 Rishworth Centre & Railway St, Dewsbury, WF12 8EQ                       Freehold        Retail Warehouses             02/07/2024          Investment
 Cuckoo Bridge Retail Park, Glasgow Road, Dumfries, DG2 9BF              Heritable       Retail Warehouses             01/07/2024          Investment
 Eastham Point, New Chester Road Wirral, Eastham, CH62 8HJ               Freehold        Supermarket and Retail Shops  02/07/2024          Investment
 South Lakeland Retail Park, Appleby Road, Kendal, LA9 6DU               Long Leasehold  Retail Warehouses             01/07/2024          Investment
 Kirkstall Retail Park, 1 Savins Mill Way, Leeds, LS5 3RP                Long Leasehold  Retail Warehouses             02/07/2024          Investment
 The Speke Retail Park, Speke, Liverpool, L24 2WZ                        Long Leasehold  Retail Warehouses             02/07/2024          Investment

 

 Property Address - Retail Warehouse (Partnership Property)     Tenure    Property Type      Date of Inspection  Ownership Purpose
 Sprucefield Retail Park, Hillsborough Road, Lisburn, BT27 5UQ  Freehold  Retail Warehouses  14/08/2024          Investment

 

 

 

 

 

 

 Property Address - Shopping Centres & Single Retail Unit      Tenure          Property Type                                         Date of Inspection  Ownership Purpose
 60-64 Church Walk, Burgess Hill, RH15 9AS                     Freehold        Single shop unit with vacant upper parts              30/06/2024          Investment
 The Martlets, Burgess Hill, RH15 9NN                          Long Leasehold  Former shopping centre for Development/Refurbishment  30/06/2024          Development
 Locks Heath Shopping Village, Fareham, SO31 6DX               Freehold        Shopping centre                                       29/06/2024          Investment
 Grays Shopping Centre, Grays, RM17 6QE                        Freehold        Shopping centre                                       28/06/2024          Investment
 Priory Meadow Shopping Centre, Hastings, TN34 1PH             Long Leasehold  Shopping centre                                       30/06/2024          Investment
 The Avenue Shopping Centre, Newton Mearns, G77 6AA            Heritable       Shopping centre                                       01/07/2024          Investment
 Abbey Centre, Newtownabbey, BT37 9UH                          Freehold        Shopping centre                                       02/07/2024          Investment
 The Forum Shopping Centre, Wallsend, NE28 8JP                 Freehold        Shopping centre                                       02/07/2024          Investment

 

 Property Address - Shopping Centre (Partnership Property)  Tenure          Property Type    Date of Inspection  Ownership Purpose
 The Moor, Sheffield, S1 4PF                                Long Leasehold  Shopping Centre  14/08/2024          Investment

Appendix 2        General Scope of Valuation Work

General Scope of Valuation Work

As required by the RICS Valuation - Global Standards (the "Red Book") this
General Scope of Valuation Work describes information we will rely on, the
investigations that we will undertake, the limits that will apply to those
investigations and the assumptions we will make, unless we are provided with
or find information to the contrary.

Definitions

"Assumption" is something which it is agreed the valuer can reasonably accept
as being true without specific investigation or verification.

"Property"  is the interest which we are instructed to value in land
including any buildings or other improvements constructed upon it.

"Valuation" shall mean any valuation report, supplementary report or
subsequent/update report, produced pursuant to this engagement and any other
replies or information we produce in respect of any such report and/or any
relevant property.

1.      Property to be valued

1.1    We will exercise reasonable care and skill (but will not have an
absolute obligation to you) to ensure that the Property, identified by the
address provided in your instructions, is the Property inspected by us and
included within our Valuation.  If there is ambiguity as to the Property
address, or the extent of the Property to be valued, this should be drawn to
our attention in your instructions or immediately upon receipt of our
Valuation.

1.2    We will rely upon information provided by you or your legal advisers
relating to the Property to be valued, including any tenancies, sub-tenancies
or other third-party interests.  Any information on title and tenure we are
provided with by a third party during the course of our investigations will be
summarised in our Valuation but will be subject to verification by your legal
advisers.  We will be under no obligation to make any searches of publicly
available land registers.  We will not make or commission any investigations
to verify any of this information.  In particular, we will not investigate or
verify that :

(a)  all title information relied upon and referred to in our Valuation is
complete and correct,

(b)  all documentation is satisfactorily drawn,

(c)  there are no undisclosed onerous conditions or restrictions that could
impact on the marketability of the Property valued, and

(d)  there is no material litigation pending, relating to the Property
valued.

1.3    Where we provide a plan of the Property in our Valuation this is for
identification only.  While the plan reflects our understanding based on the
information provided to us it must not be relied upon to define boundaries,
title or easements.

1.4    Our Valuation will include those items of plant and machinery
normally considered to be part of the service installations to a building and
which would normally pass with the Property on a sale or letting.  We will
exclude all other items of process plant, machinery, trade fixtures and
equipment, chattels, vehicles, stock and loose tools, and any tenant's
fixtures and fittings.

1.5    Unless agreed otherwise in writing we will neither investigate nor
include in our Valuation any unproven or unquantified mineral deposits, felled
timber, airspace or any other matter which may or may not be found to be part
of the Property but which would not be known to a buyer or seller on the
valuation date.

1.6    Unless agreed otherwise our Valuation will make the Assumption that
all parts of the Property occupied by the current owner on the valuation date
would be transferred with vacant possession and any tenancies, sub-tenancies
or other third party interests existing on the valuation date will continue.

1.7    Where requested legal title and tenancy information is not provided
in full, in the absence of any information provided to the contrary, our
Valuation will make the Assumption that the subject Property has good title
and is free from any onerous restrictions and/or encumbrances or any such
matter which would diminish its value.

2.      Portfolios

2.1    Where instructed to value a portfolio of properties, unless
specifically agreed with you otherwise, we will value each Property separately
on the basis that it is offered individually to the market.

3.      Building specification and condition

3.1    We will note the general condition of any building and any building
defect brought to our attention and reflect this in our Valuation.  We will
not undertake a detailed investigation of the materials or methods of
construction or of the condition of any specific building element.  We will
not test or commission a test of service installations.  Unless we become
aware during our normal investigations of anything to the contrary and mention
this in our Valuation, our Valuation will , make the Assumption that:

(a)  any building is in a condition commensurate with its age, use and design
and is free from significant defect,

(b)  no construction materials have been used that are deleterious, or likely
to give rise to structural defects,

(c)  no potentially hazardous or harmful materials are present, including
asbestos,

(d)  all relevant statutory requirements relating to use, construction and
fire safety have been complied with,

(e)  any building services, together with any associated computer hardware
and software, are fully operational and free from impending breakdown or
malfunction and

(f)   the supply to the building of electricity, data cable network and
water, are sufficient for the stated use and occupancy.

3.2    If you require information on the structure or condition of any
building our specialist building surveyors can provide a suitable report.as a
separate service.

4.      Environment and sustainability

4.1    Our Valuation will reflect the market's perception of the
environmental performance of the Property and any identified environmental
risks as at the valuation date.  This may include reflecting information you
provide to us that has been prepared by suitably qualified consultants on
compliance of existing or proposed buildings with recognised sustainability
metrics.  Where appropriate we will research any freely available information
issued by public bodies on the energy performance of existing buildings.

4.2    We will investigate whether the Property has a current Energy
Performance Certificate on the relevant government register and report  our
findings.  As part of our valuation service we will not advise on the extent
to which the Property complies with any other Environmental, Social or
Governance (ESG) metrics or to what extent the building, structure, technical
services, ground conditions, will be impacted by future climate change events,
such as extreme weather, or legislation aimed at mitigating the impact of such
events.  If required KF may be able to advise on ESG considerations and their
long-term impact on a Property as a separate service.

5.      Ground conditions and contamination

5.1    We may rely on any information you provide to us about the findings
and conclusions of any specialist investigations into ground conditions or any
contamination that may affect the Property.  Otherwise our investigations
will be limited to research of freely available information issued by
Government Agencies and other public bodies for flood risk, recorded mining
activity and radon.  We will also record any common sources or indicators of
potential contamination observed during our inspection.

5.2    Unless specifically instructed by you to do so, we will not
commission specialist investigations into past or present uses either of the
Property or any neighbouring property to establish whether there is
contamination or potential for contamination, or any other potential
environmental risk.  Neither will we be able to advise on any remedial or
preventive measures.

5.3    We will comment on our findings and any other information in our
possession or discovered during our investigations in our Valuation.

5.4    Unless we become aware of anything to the contrary and mention this
in our Valuation, for each Property valued our Valuation will make the
Assumption that:

(g)  the site is physically capable of development or redevelopment, when
appropriate, and that no extraordinary costs will be incurred in providing
foundations and infrastructure,

(h)  there are no archaeological remains on or under the land which could
adversely impact on value,

(i)   the Property is not adversely affected by any form of pollution or
contamination,

(j)   there is no abnormal risk of flooding,

(k)  there are no high voltage overhead cables or large electrical supply
equipment affecting the Property

(l)   the Property does not have levels of radon gas that will require
mitigation work, and

(m) there are no invasive species present at the Property or within close
proximity to the Property.

(n)  There are no protected species which could adversely affect the use of
the Property.

6.      Planning and highway enquiries

6.1    We may research freely available information on planning history and
relevant current policies or proposals relating to any Property being valued
using the appropriate local authority website.   We will not commission a
formal local search.  Our Valuation will make the Assumption that any
information obtained will be correct, but our findings should not be relied on
for any contractual purpose.

6.2    Unless we obtain information to the contrary, Our Valuation will
make the Assumption that:

(o)  the use to which the Property is put is lawful and that there is no
pending enforcement action,

(p)  there are no local authority proposals that might involve the use of
compulsory purchase powers or otherwise directly affect the Property.

6.3    We do not undertake searches to establish whether any road or
pathways providing access to the Property are publicly adopted.  Unless we
receive information to the contrary or have other reason to suspect an
adjoining road or other access route is not adopted, our Valuation will make
the Assumption that  all such routes are publicly adopted.

7.      Other statutory and regulatory requirements

7.1    A property owner or occupier may be subject to statutory regulations
depending on their use.  Depending on how a particular owner or occupier uses
a building, the applicable regulations may require alterations to be made to
buildings.  Our valuation service does not include identifying or otherwise
advising on works that may be required by a specific user in order to comply
with any regulations applicable to the current or a proposed use of the
Property.  Unless it is clear that similar alterations would be required by
most prospective buyers in the market for a property, our Valuation will make
the Assumption that no work would be required by a prospective owner or
occupier to comply with regulatory requirements relating to their intended
use.

7.2    We will not investigate or comment on licences or permits that may
be required by the current or any potential users of the Property relating to
their use or occupation.

8.      Measurements

8.1    Where building floor areas are required for our valuation, unless we
have agreed to rely on floor areas provided by you or a third party, we will
take measurements and calculate the appropriate floor areas for buildings in
accordance with the RICS Property Measurement Professional Standard.   These
measurements will either be wholly taken by us during our inspection or from
scaled drawings provided to us and checked by sample measurements on site.
The floor areas will be within a tolerance that is appropriate having regard
to the circumstances and purpose of the valuation instruction.

8.2    Where required, any site areas will be calculated from our
understanding of the boundaries using digital mapping technology, subject to
clause 1.3 above.

9.      Investment properties

9.1    Where the Property valued is subject to a tenancy or tenancies, we
will have regard to the market's likely perception of the financial status and
reliability of tenants in arriving at our valuation.  We will not undertake
detailed investigations into the financial standing of any tenant. Unless
advised by you to the contrary our Valuation will be make the Assumption that
there are no material rent arrears or breaches of other lease obligations.

10.    Development properties

10.1  If we are instructed to value Property for which development,
redevelopment or substantial refurbishment is proposed or in progress, we
strongly recommend that you supply us with build cost and other relevant
information prepared by a suitably qualified construction cost professional,
such as a quantity surveyor.  We shall be entitled to rely on such
information in preparing our valuation.  If a professional estimate of build
costs is not made available, we will rely on published build cost data but
this must be recognised as being less reliable as it cannot account for
variations in site conditions and design.  This is particularly true for
refurbishment work or energy efficiency and environmental upgrades.  In the
absence of a professionally produced cost estimate for the specific project we
may need to qualify our report and the reliance that can be placed on our
valuation.

10.2  For Property in the course of development, we will reflect the stage
reached in construction and the costs remaining to be spent at the date of
valuation.  We will  have regard to the contractual liabilities of the
parties involved in the development and any cost estimates that have been
prepared by the professional advisers to the project.  For recently completed
developments we will take no account of any retentions, nor will we make
allowance for any outstanding development costs, fees, or other expenditure
for which there may be a liability.

11.    VAT, taxation and costs

11.1  The reported valuation will be our estimate of the price that would be
agreed with no adjustment made for costs that would be incurred by the parties
in any transaction, including any liability for VAT, stamp duty or other
taxes.  It is also gross of any mortgage or similar financial encumbrance.

12.    Property insurance

12.1  Except to the limited extent provided in clause 3 and clause 4 above we
do not investigate or comment on how potential risks would be viewed by the
insurance market.  Our Valuation will be on the Assumption that each Property
would, in all respects, be insurable against all usual risks including fire,
terrorism, ground instability, extreme weather events, flooding and rising
water table at normal, commercially acceptable premiums.

13.    Reinstatement cost estimates

13.1  We can only accept a request to provide a building reinstatement cost
estimate for insurance purposes alongside our Valuation of the Property
interest on the following conditions:

(q)  the assessment provided is indicative, without liability and only for
comparison with the current sum insured, and

(r)   The building is not specialised or listed as being of architectural or
historic importance.

13.2  Otherwise we can provide an assessment of the rebuilding cost by our
specialist building surveyors as a separate service.

14.    Legal advice

14.1  We are appointed to provide valuation opinion(s) in accordance with our
professional duties as valuation surveyors.  The scope of our service is
limited accordingly.  We are not qualified legal practitioners and we do not
provide legal advice.  If we indicate what we consider the effect of any
provision in the Property's title documents, leases or other legal
requirements may have on value, we strongly recommend that this be reviewed by
a qualified lawyer before you take any action relying on our valuation.

15.    Loan security

15.1  If we are requested to comment on the suitability of the Property as a
loan security we are only able to comment on any risk to the reported value
that is inherent in either its physical attributes or the interest valued.
We will not comment on the degree and adequacy of capital and income cover for
an existing or proposed loan or on the borrower's ability to service payments.

 

Part B - Colliers Valuation Report (NewRiver Portfolio)

 

 

 

 

 

 

Valuation Report

 

Project Gold-Portfolio of 21 Properties

 

 

Valuation as at 30th June 2024

 

 

 

 

Prepared For: NewRiver REIT plc

Prepared by: Colliers International Property Consultants Limited

 

 

 

 

 

 

Table of Contents

Valuation

 

 

 Introduction                                                      2
 Purpose                                                           2
 Valuation                                                         2
 Valuation Standards                                               3
 Basis of Valuation                                                3
 Date of Valuation                                                 4
 Status of Valuer and Conflicts of Interest                        4
 The Properties                                                    5
 Assumptions, Extent of Investigations and Sources of Information  5
 Property Inspections & Measurements                               6
 Tenure                                                            6
 Valuation Summary                                                 7
 Material Changes since the Valuation Date                         8
 Reliance, Confidentiality and Disclosure                          8

 

 

 

 

 

 
 
 

 

 24(th) September 2024
 NewRiver REIT Plc

 89 Whitfield Street

 London W1T 4DE (referred to hereafter as the "Offeror" or "you")

 Jefferies International Limited (acting as lead financial adviser and joint
 corporate broker to the Offeror)

 100 Bishopsgate

 London

 EC2N 4JL (hereinafter referred to as the "Offeror Financial Adviser")

 Panmure Liberum Limited (acting as sole sponsor and joint corporate broker to
 the Offeror)

 Ropemaker Place

 25 Ropemaker Street

 London

 EC2Y 9LY (hereinafter referred to as the "Offeror Sponsor")

 Kinmont Limited (acting as joint financial adviser to the Offeror)

 5 Clifford Street

 London

 W1S 2LG

 Shore Capital Stockbrokers Limited (acting as joint corporate broker to the
 Offeror)

 Cassini House

 57 St James's Street

 London

 SW1A 1LD (together, hereinafter referred to as the "Offeror Addressees")

 Capital & Regional plc

 Strand Bridge House

 138-142 Strand

 London

 WC2R 1HH (hereinafter referred to as the "Offeree")

 Numis Securities Limited (trading as Deutsche Numis) (acting as joint
 financial adviser and joint corporate broker to the Offeree)

 45 Gresham Street

 London

 EC2V 7BF

 Stifel Nicolaus Europe Limited (acting as joint financial adviser and joint
 corporate broker to the Offeree)

 4(th) Floor

 150 Cheapside

 London

 EC2V 6ET (together, hereinafter referred to as the "Offeree Joint Financial
 Advisers")

Dear Sirs,

 

The Client:                             NewRiver
REIT Plc

The Portfolio:                        21 Properties
Within The 'NewRiver REIT' Portfolio

Date Of Valuation:                30th June 2024

Introduction

Colliers International Property Consultants Limited (hereafter referred to as
either "Colliers" or "we") have been instructed by NewRiver REIT Plc
(hereafter referred to as either the "Company" or "you") to provide an
indication of value for 21 properties held within the 'NewRiver REIT'
portfolio (the "Properties") as at 30(th) June 2024 (the "Valuation Date")
(the Valuation).

Purpose of Valuation

This valuation report (the "Valuation Report") is provided for the purpose of:

a)   inclusion in an announcement proposed to be made by the Company under
Rule 2.4 of the City Code on Takeovers and Mergers as issued by the UK Panel
on Takeovers and Mergers (the "Code") in connection with the proposed
acquisition by the Offeror of the entire issued share capital of the Offeree
(the" Transaction") (the "Rule 2.4 Announcement"). For this purpose, the
Report will be dated with the same date as the Rule 2.4 Announcement;

 

b)   inclusion in an announcement proposed to be made by the Company and/or
the Offeree under Rule 2.7 of the Code in connection with the Transaction (the
"Rule 2.7 Announcement"). For this purpose, the Report will be dated with the
same date as the Rule 2.7 Announcement;

 

c)   inclusion in a scheme circular to be published by the Offeree in
connection with the Transaction effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme Document"). For this
purpose, the Report will be dated with the same date as the Scheme Document;

 

d)   in the event that the Transaction is to be effected by way of a
takeover offer under Part 28 of the Companies Act 2006, inclusion in an offer
document to be published by the Company in connection with the Transaction
(the "Offer Document"). For this purpose, the Report will be dated with the
same date as the Offer Document;

 

e)   inclusion in a combined circular and prospectus to be published by the
Company in connection with the Transaction and the issue and allotment of new
shares in the capital of the Company, amongst other things, pursuant to the
terms of the Transaction (the "Prospectus"). For this purpose, the Report will
be dated with the same date as the Prospectus;

 

f)    inclusion and/or reference to it in any other announcements,
documents and/or supplementary documents required to be released by the
Company and/or the Offeree which directly relate to the Transaction (each a
"Code Document"); and

 

g)   publication on the Offeror's website and/or the Offeree's website in
accordance with the requirements of Rule 26.3 of the Code and the UK
Prospectus Regulation Rules,

 

(together, the "Purpose").

Therefore, in accordance with PS 2.5 of the Red Book (as defined below) and UK VPS 3 we have made certain disclosures in connection with this Valuation instruction and our relationship with you. These are included below.

For the purposes of this Valuation Report, "Prospectus Regulation Rules" means
the prospectus regulation rules made by the FCA for the purposes of part 6 of
the Financial Services and Markets Act 2000, as amended.

Valuation Standards

This Valuation Report has been prepared for a Regulated Purpose as defined in
accordance with the RICS Valuation - Global Standards (2022), which
incorporates the International Valuation Standards, and the RICS UK National
Supplement (2018), in each case current as at the Valuation Date (the "Red
Book"). The Valuation has been undertaken in accordance with and complies with
(i) Rule 29 of the Code : (ii) the FCA's Primary Market Technical Note 619.1;
(iii) the UK Listing Rules; and (iv) the UK Prospectus Regulation Rules (and
in particular Rule 5.4.5G) published by the FCA. This Valuation Report is an
unqualified valuation report prepared in accordance with the requirements of
Rule 29 of the Code by a valuer who has had access to sufficient information
to prepare it.

 

We confirm that Colliers complies with the competency and objectivity
guidelines under PS 2 of the Red Book and that we have undertaken the
Valuation acting as 'external valuers' qualified for the purposes of this
Valuation.

 

In order to comply with these Valuation Standards, our files may be subject to
monitoring by the RICS.

Basis of Valuation

The basis of value (as required by the Code) is "Market Value", as defined in
International Valuation Standards 104, Paragraph 30.1 (and the Red Book):

 

'The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion.'

 

This is also set out in the General Assumptions and Definitions contained in
Appendix 1 attached to this Valuation Report.

 

Our Valuation has been undertaken using appropriate valuation methodology and
our professional judgment.

 

The Valuers' (as defined below) opinion of Market Value was primarily derived
using recent comparable market transactions on arm's length terms, where
available, and appropriate valuation techniques (The Investment Method).

Date of Valuation

30th June 2024.

Status of Valuer and Conflicts of Interest

Colliers has been instructed as External Valuer, as defined in accordance with
the Red Book.

 

This Valuation has been prepared under the supervision of Richard Barrett BSc
MRICS and Sara Duncan FRICS MRTPI (the "Valuers"). We confirm that the Valuers
(and any additional valuers who may have undertaken parts of the Valuation)
collectively (i) fall within the requirements as to competence as set out in
PS2 of the Red Book and are registered in accordance with the RICS Valuer
Registration Scheme ("VRS") and that they are (a) appropriately qualified; and
(b) meet the requirements of the Red Book, having sufficient current local and
national knowledge of the property market involved and the skills and
understanding to undertake the Valuation and prepare the Valuation Report
competently; and (ii) meet the requirements of Rule 29.3(a)(iii) of the Code
in having sufficient current knowledge of the particular market and the skills
and understanding to undertake the Valuation and prepare this Valuation Report
competently and, are appropriately qualified for the purposes of the Valuation
as required by Rule 29.3(a)(ii) of the Code, and are independent of the
parties to the offer which is the subject of the Transaction as required by
Rule 29.3(a)(i) of the Code. We further confirm that we are not aware of any
reason why we would not satisfy the requirements of Rule 29.3(a)(i) of the
Code.

 

As fully disclosed to you previously, and as set out in our terms of
engagement (the "Engagement"), we confirm that Colliers have current,
anticipated and previous recent involvement with the Properties as follows:-

 

We have valued the Portfolio for accounting purposes since 2009.

 

We do not consider that this involvement represents a conflict of interest and
the Addressees have confirmed to us that they also consider this to be the
case. You have confirmed that all parties subject to the 'Purpose of
Valuation' have provided their Informed Consent to proceed with this
instruction.

 

The total fees, including the fee for this assignment, earned by Colliers (or
other companies forming part of the same group of companies within the UK)
from the Company (or other companies forming part of the same group of
companies) is less than 5.0% of the total UK revenues for the financial year
ending 31 December 2023.

 

We confirm that we comply with the requirements of independence and
objectivity under PS2 of the Red Book and have no conflict of interest in
respect of the Company or Properties to the best of our knowledge.

The Properties

The Properties comprise a portfolio of 21 properties (brief details of which
are set out in Appendix 2 to this report), located within towns and cities
throughout the United Kingdom.

 

The Properties are generally held as investments although there are parts of
some Properties which are vacant and non-income producing.

Assumptions, Extent of Investigations and Sources of Information

We have assumed that the information supplied to us by the Company and their
professional advisers, in respect of all material pertaining to the
Properties, is both complete, accurate and up to date. It follows that we have
made an assumption that details of all matters likely to affect value have
been provided to us. We have not independently verified the information
provided.

 

We have relied upon this information in preparing this Report and our
Valuation and do not accept responsibility or liability for any errors or
omissions in that information or documentation provided to us, nor for any
consequences arising. Colliers also accepts no responsibility for subsequent
changes in the information that we have not been made aware of.

 

Furthermore, we have assumed any information supplied can, if necessary, be
verified. Should any of the information provided be found to be inaccurate or
incomplete there could be a variation in value.

 

We have not inspected the title deeds and apart from those disclosed to us, we
have assumed that all the Properties are free from outgoings and that there
are no unusual, onerous or restrictive covenants in the titles or leases which
would affect the values. Similarly, we have not reviewed leases.

 

Our Valuation is prepared on the basis that the Properties have good and
marketable titles and are free of any undisclosed onerous burdens, outgoings
or restrictions.

 

Our General Assumptions and Definitions are contained within Appendix 1
attached to this Report.

 

Property Inspections & Measurements

All of the Properties were inspected close to the date of their acquisition by
suitably qualified surveyors and continue to be inspected, at least
tri-annually, on a rolling programme. We have not been instructed to reinspect
the Properties as part of this instruction and have therefore made the
assumption that there have been no material changes to the Properties or
immediate surroundings since our last inspection. Where there have been
material changes to the Properties, we have had regard to the information
provided to us by the Company. We have then reflected this in the Valuation.

 

As instructed, we have not measured any of the Properties and have relied on
areas provided by the Company.

 

We have assumed that the measurements and areas are correct and have been
assessed and calculated in accordance with professional statement 'RICS
Property Measurement, 2nd edition' (2018)' and with reference to the RICS
guidance note, Code of Measuring Practice, 6th edition (2015).

Tenure

We understand that the Properties are generally of freehold, or heritable,
tenure in respect of the Scottish Properties. We also understand that the
Properties are free from rent charge or any other outgoings and we have
assumed that there are no unusual, onerous or restrictive covenants in the
title which are likely to affect the Property adversely.

 

A number of the Properties are, however, of leasehold or part leasehold
tenure. In these cases, we have assumed that there are no unduly onerous
covenants within the leases.

 

We have generally been provided with copies of reports on title or reports on
the head leases, which were prepared on your behalf by your solicitors at the
time of acquisition although for some Properties we have relied upon summary
information provided by your representatives. For the purposes of our
Valuation, we have relied upon the information as to tenure and the like which
is set out within this Report.

 

Valuation Approach

 

We have approached our Valuation on the basis of assessing each of the
Properties individually, and not as part of a portfolio, having regard to what
we believe each of the Properties would achieve should it be brought to the
market in isolation at the date of valuation. Our Valuation makes no allowance
for the disposal of the Portfolio in its entirety as a single transaction, or
as a series of smaller portfolio lots. Our Valuation additionally makes no
allowance for any effect on values should all of the Properties be offered to
market at the same time.

 

Valuation Summary

We are of the opinion that the aggregate Market Value as at the Valuation Date
of the Properties subject to the existing lettings, or otherwise with vacant
possession, was:_

 

£228,445,000

(Two Hundred and Twenty-Eight Million Four Hundred and Forty-Five Thousand
Pounds)

 

The aforementioned valuation figure represents the aggregate of the individual
valuations of each Property and should not be regarded as the value of all the
Properties in the context of the sale of the single lot.

 

There are no negative values to report.

 

The effective date of Company's most recent published annual or consolidated
accounts was 31(st) March 2024.  The equivalent figure reported by the
Company as at 31(st) March 2024 was 1.09% higher than the Valuation reported
herein. For the purposes of paragraph 130(vi) of the FCA Technical Note, we
consider that the difference between the Valuation and the equivalent figure
reported in the Company's latest published annual or consolidated accounts for
31(st) March 2024 to be as a result of the occupational changes, capital
expenditure and market movements.

 

We set out in the table below details of the values of the freehold,mixed and
Leasehold assets respectively:-

 

 Tenure                        Market Value
 Freehold/Heritable            £90,685,000
 Leasehold                     £136,560,000
 Mixed Freehold and Leasehold  £1,200,000
 Aggregate                     £228,445,000

 

Material Changes since the Valuation Date

We hereby confirm that, as at the date of this Valuation Report, there has
been no material change since 30(th) June 2024 in any matter relating to the
Properties which, in our opinion, would have a material effect on the Market
Value of such Properties. For the purposes of Rule 29.5 of the Code, we
confirm that an updated valuation dated the date of this Valuation Report
would not be materially different from that presented in this Valuation Report
as at the Valuation Date.

 

We are not aware, as a result of our role as Valuers of the Properties of any
matter which would materially affect the Market Value of the Properties which
is not disclosed in this Valuation Report (subject to the assumptions set out
in this Valuation Report) and we are not aware of any matter in relation to
this Valuation Report that we believe should be and has not yet been brought
to the attention of the Addressees.

 
Reliance, Confidentiality and Disclosure and Consent

This Valuation Report has been prepared for inclusion in the Prospectus at the
Company's request.

 

Colliers International Property Consultants Limited has given and not
withdrawn its consent to the inclusion of this Valuation Report in the Rule
2.4 Announcement, the Rule 2.7 Announcement, the Scheme Document and in the
Prospectus published by the Company and/or the Offeree in the form and context
in which it is included. Colliers International Property Consultants Limited
has given and not withdrawn its consent to the inclusion of its name and
references to it in the Rule 2.4 Announcement, the Rule 2.7 Announcement, the
Scheme Document and in the Prospectus published by the Company and/or the
Offeree in the form and context in which they appear.

 

Colliers International Property Consultants Limited consents to the inclusion
of the Valuation and this Valuation Report and any extracts or references
thereto in the Prospectus and the reference to our name in the form and
context in which they are included in the Prospectus.

 

Colliers International Property Consultants Limited has given and not
withdrawn its consent to the inclusion of this Valuation Report in any further
announcement(s) to be published or made available by the Company or the
Offeree (as applicable) relating to the Transaction and/or the Capital Raising
and Admission, and to the references to this Valuation Report and Colliers
International Property Consultants Limited in the form and context in which
they appear.

 

This Report and Valuation is addressed to the Addressees for the Purpose and
is for the use of and may be relied upon by the Addressees and shareholders of
the Company and of the Offeree for the Purpose. Save in respect of the
Addressees, shareholders of the Company and of the Offeree: and any
responsibility arising under the Code to any person as and to the extent there
be provided , to the fullest extent permitted by applicable law and regulation
(including, without limitation, the Listing Rules and the Prospectus
Regulation Rules), we do not assume any responsibility and will not accept any
liability to any third party for any loss suffered by any such third party as
a result of, or arising out of, or in accordance with this Report and the
Valuation.

 

Nothing in this Valuation Report shall exclude or limit our liability in
respect of fraud or for death or personal injury caused by our negligence or
negligence of those for whom we are responsible, or for any other liability to
the extent that such liability may not be excluded or limited as a matter of
applicable law.

Notwithstanding the foregoing, in accordance with the Engagement and for the
purposes of the Code and Prospectus Regulation Rule 5.3.2(R)(2)(f), to the
best of our knowledge, the information contained in those parts of the
prospectus for which we are responsible is in accordance with the facts and
that those parts of the prospectus make no omission likely to affect their
import.

 

This Valuation Report complies with, and is prepared in accordance with, and
on the basis of, Rule 29 of the Code and we understand that the publication or
reproduction by the Offeror or the Offeree of this Valuation Report and/or the
information contained herein as required by Rules 26 and 29 of the Code is
necessary, including in the Rule 2.4 Announcement, the Rule 2.7 Announcement,
the Scheme Document and any Code Document.

 

This Valuation Report complies with, and is prepared in accordance with, (i)
the Prospectus Regulation Rules issued by the FCA, particularly Prospectus
Regulation Rule 5.4.5G; (ii) section III.1. Property Companies within the
guidance set out in the FCA's Primary Market Technical Note 619.1; and (iii)
the requirements of the Listing Rules of the FCA for a property valuation
report.

 

Except for any responsibility arising under the Code and Prospectus Regulation
Rule 5.3.2R(2)(f) to any person as and to the extent provided under the Code
and  Prospectus Regulation Rules, to the fullest extent permitted by law we
do not assume any responsibility and will not accept any liability to any
other person for any loss suffered by any such other person as a result of,
arising out of, or in accordance with the Valuation Report or our statement
set out above required by and given solely for the purposes of complying with
the Code and Annex 3, item 1.2 of the UK version of Commission Delegated
Regulation (EU) 2019/980.

 

For the avoidance of doubt, this Report and Valuation is provided by Colliers
International Property Consultants Limited and no partner, member or employee
assumes any personal responsibility for it nor shall owe a duty of care in
respect of it.

 

 

 

 

 

Yours faithfully,

 R D Barrett BSc MRICS                                     S Duncan FRICS MRTPI

 Director                                                  Director

 RICS Registered Valuer                                    RICS Registered Valuer

 For Colliers International Property Consultants Limited   For Colliers International Property Consultants Limited

 

 

 

Appendix 1:

 

General Assumptions and Definitions

General Assumptions and Definitions

 

Unless otherwise instructed, our valuations are carried out in accordance with
the following assumptions, conditions and definitions.  These form an
integral part of our appointment.

 

Our Report and Valuation is provided in accordance with the current edition of
the RICS Valuation - Global Standards (Incorporating the IVSC International
Valuation Standards) prepared by the Royal Institution of Chartered Surveyors
(the "Red Book"), and with any agreed instructions.  Any opinions of value
are valid only at the valuation date and may not be achievable in the event of
a future disposal or default, when both market conditions and the sale
circumstances may be different.

 

Within the Report and Valuation, we make assumptions in relation to facts,
conditions or situations that form part of the valuation We assume that all
information provided by the addressee of the report, any borrower or third
party (as appropriate) in respect of the property is complete and correct.
We assume that details of all matters relevant to value, such as prospective
lettings, rent reviews, legislation and planning decisions, have been made
available to us, and that such information is up to date.  In the event that
any of these assumptions prove to be incorrect then we reserve the right to
review our opinion(s) of value.

Valuation Definitions:

 

Market Value is defined in IVS 104 paragraph 30.1 as:

 

'The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion'.

 

The interpretative commentary on Market Value, within the International
Valuation Standards (IVS), has been applied.

 

Valuations produced for capital gains tax, inheritance tax and Stamp Duty Land
Tax / Land and Buildings Transaction Tax purposes will be based on the
statutory definitions, which are written in similar terms and broadly define
Market Value as:

 

'The price which the property might reasonably be expected to fetch if sold in
the open market at that time, but that price must not be assumed to be reduced
on the grounds that the whole property is to be placed on the market at one
and the same time.'

 

Market Rent is defined in IVS 104 paragraph 40.1 as:

 

'The estimated amount for which an interest in real property should be leased
on the valuation date between a willing lessor and a willing lessee on
appropriate lease terms in an arm's length transaction, after proper marketing
and where the parties had each acted knowledgeably, prudently and without
compulsion.'

 

The appropriate lease terms will normally reflect current practice in the
market in which the property is situated, although for certain purposes
unusual terms may need to be stipulated.  Unless stated otherwise within the
report, our valuations have been based upon the assumption that the rent is to
be assessed upon the premises as existing at the date of our inspection.

 

Investment Value or 'Worth', is defined in IVS 104 paragraph 60.1 as:

 

'the value of an asset to a particular owner or prospective owner for
individual investment or operational objectives.'.

This is an entity-specific basis of value and reflects the circumstances and
financial objectives of the entity for which the valuation is being
produced.  Investment value reflects the benefits received by an entity from
holding the asset and does not necessarily involve a hypothetical exchange.

 

Fair Value is defined according to one of the definitions below, as applicable
to the instructions.

 

Fair Value - International Accounting Standards Board (IASB) in IFRS 13.

 

'The price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants at the
measurement date'.

 

Fair Value - UK Generally Accepted Accounting Principles (UK GAAP) adopts the
FRS 102 definition:

 

"The amount for which an asset could be exchanged, a liability settled, or an
equity instrument granted could be exchanged, between knowledgeable, willing
parties in an arm's length transaction."

 

Existing Use Value is defined in UKVS 1.3 of the Red Book:

 

'The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing wherein the parties had acted
knowledgeably, prudently and without compulsion, assuming that the buyer is
granted vacant possession of all parts of the asset required by the business
and disregarding potential alternative uses and any other characteristics of
the asset that would cause its Market Value to differ from that needed to
replace the remaining service potential at least cost.'

Special Assumptions

 

Where we are instructed to undertake valuations subject to a Special
Assumption, these usually require certain assumptions to be made about a
potential alternative use or status of the property.  This is a hypothetical
scenario that we consider realistic, relevant and valid as at the valuation
date, but which may not necessarily be deliverable at a future date.

Reinstatement / Replacement Cost Assessment And Insurance

 

If we provide a reinstatement cost assessment, we do not undertake a detailed
cost appraisal and the figure is provided for guidance purposes only.  It is
not a valuation in accordance with the Red Book and is provided without
liability.  It must not be relied upon as the basis from which to obtain
building insurance.

In arriving at our valuation we assume that the building is capable of being
insured by reputable insurers at reasonable market rates.  If, for any
reason, insurance would be difficult to obtain or would be subject to an
abnormally high premium, it may have an effect on costs.

Purchase and Sale Costs, SDLT, LBTT and Taxation

 

No allowance is made for legal fees or any other costs or expenses which would
be incurred on the sale of the property.  However, where appropriate, and in
accordance with market practice for the asset type, we make deductions to
reflect purchasers' acquisition costs. Trade-related properties are usually
valued without deducting the costs of purchase.  Where appropriate,
purchasers' costs are calculated based on professional fees inclusive of VAT,
together with the appropriate level of Stamp Duty Land Tax (SDLT) / Land and
Buildings Transaction Tax (LBTT) / Land Transaction Tax (LTT).

 

Whilst we have regard to the general effects of taxation on market value, we
do not take into account any liability for tax that may arise on a disposal,
whether actual or notional, neither do we make any deduction for Capital Gains
Tax, VAT or any other tax.  We make no allowance for receipt or repayment of
any grants or other funding.

Plans, Floor Areas and Measurements

Where a site plan is provided, this is for indicative purposes only and should
not be relied upon.  Site areas are obtained from third party sources,
including electronic databases, and we are unable to warrant their accuracy.
Our assumptions as to site boundaries / demise should be verified by your
legal advisers.  If any questions of doubt arise the matter should be raised
with us so that we may review our valuation.

We obtain floor areas in accordance with our instructions.  This may comprise
one or more of the following approaches (i) we measure the floor areas during
the property inspection (ii) we calculate floor areas from plans provided to
us, supported by check measurements on site where possible, (iii) we rely upon
floor areas provided.  Under approaches (ii) and (iii), we wholly rely upon
the information provided, and assume that the areas have been calculated in
accordance with market standards.  We are unable to provide any warranties as
to accuracy.

 

Measurement is in accordance with the current edition of RICS Property
Measurement.  If we are instructed not to adopt International Property
Measurement Standards (IPMS), measurements are provided in accordance with the
latest version of the Code of Measuring Practice.  We adopt the appropriate
floor area basis for our valuation analysis to reflect the analysis of floor
areas in the comparable transactions. Where the basis of analysis of a
comparable is uncertain, we adopt a default assumption for that asset type.

 

Although every reasonable care is taken to ensure the accuracy of the surveys
there may be occasions when due to tenant's fittings, or due to restricted
access, professional estimations are required.  We recommend that where
possible, we are provided with scaled floor plans in order to cross-reference
the measurements.  In the event that a specialist measuring exercise is
undertaken for the property, we recommend that a copy is forwarded to us in
order that we may comment on whether there may be an impact on the reported
value.

Floor areas set out in our report are provided for the purpose described in
the Report and Valuation and are not to be used or relied upon for any other
purpose.

Condition, Structure and Services, Harmful / Deleterious Materials, Health
& Safety Legislation and EPCs

Our Report and Valuation takes account of the general condition of the
property as observed from the valuation inspection, and is subject to
access.  Where we have noticed items of disrepair during the course of our
inspections, they are reflected in our valuations, unless otherwise stated.

We do not undertake any form of technical, building or deleterious material
survey and it is a condition of our appointment that we will in no way review,
or give warranties as to, the condition of the structure, foundations, soil
and services.  Unless we are supplied with evidence to the contrary, we
assume that the property is fully in compliance with building regulations and
is fully insurable.  We assume it is free from any rot, infestation, adverse
toxic chemical treatments, and structural or design defects.  We assume that
none of the materials commonly considered deleterious or harmful are included
within the property, such as, inter alia, asbestos, high alumina cement
concrete, reinforced autoclaved aerated concrete (RAAC), calcium chloride as a
drying agent, wood wool slabs as permanent shuttering, aluminium composite
cladding material, polystyrene and polyurethane cladding insulation.

In the event that asbestos is identified in a property, we do not carry out an
asbestos inspection, nor are we able to pass comment on the adequacy of any
asbestos registers or management plans.  Where relevant, we assume that the
property is being managed in full compliance with the Control of Asbestos
Regulations 2012 and relevant HSE regulations, and that there is no
requirement for immediate expenditure, nor any risk to health.

We do not test any services, drainage or service installations.  We assume
that all services, including gas, water, electricity and sewerage, are
provided and are functioning satisfactorily.

We assume that the property has an economic life span similar to comparable
properties in the market, subject to regular maintenance and repairs in
accordance with appropriate asset management strategies.

We comment on the findings of Energy Performance Certificates (EPCs) and
Display Energy Certificates (DECs) if they are made available to us but may be
unable to quantify any impact on value.  If we are not provided with an EPC,
we assume that if one was available, its rating would not have had a
detrimental impact upon our opinion value or marketability.

Our valuations do not take account of any rights, obligations or liabilities,
whether prospective or accrued, under the Defective Premises Act, 1972.
Unless advised to the contrary, we assume that the properties comply with, and
will continue to comply with, the current Health & Safety and Disability
legislation.

We do not test any alarms or installations and assume that the property
complies with, and will continue to comply with, fire regulations and the
Smoke and Carbon Monoxide Alarm (England) Regulations 2015 legislation.

Where a specialist condition or structural survey is provided to us, we
reflect the contents of the report in our valuation to the extent that we are
able to as valuation surveyors, and our assumptions should be verified by the
originating consultant.  Should any issues subsequently be identified, we
reserve the right to review our opinion of value.

 

Ground Conditions, Environmental Matters, Constraints and Flooding

 

We are not chartered environmental surveyors and we will not provide a formal
environmental assessment.  Our investigations are therefore limited to
observations of fact, obtained from third party sources, such as local
authorities, the Environment Agency and professional reports that may be
commissioned for the valuation.

 

We do not carry out any soil, geological or other tests or surveys in order to
ascertain the site conditions or other environmental conditions of the
property. Unless stated to the contrary within the report, our valuation
assumes that there are no unusual features that may be harmful to people or
property, or that would inhibit the actual or assumed use or development of
the property. This includes, inter alia: ground conditions and load bearing
qualities, subterranean structures or services, contamination, pollutants,
mining activity, sink holes, archaeological remains, radon gas,
electromagnetic fields and power lines, invasive plants and protected species.

 

We do not undertake any investigations into flooding, other than is available
from public sources or professional reports provided to us.  Our findings are
outlined in the report for information only, without reliance or warranty.
We assume in our valuation that appropriate insurance is in place and may be
renewed to any owner of the property by reputable insurers at reasonable
market rates.  If, for any reason, insurance would be difficult to obtain or
would be subject to an abnormally high premium, it may have an effect on
value.

 

Should our enquiries or any reports indicate the existence of environmental
issues or other matters as described above, we expect them to contain
appropriate actions and costings to address the issue.  We rely on this
information and use it as an assumption in our valuation.  If such
information is not available, we may not be able to provide an opinion of
value.

 

We assume that the information and opinions we are given in order to prepare
our valuation are complete and correct and that further investigations would
not reveal more information sufficient to affect value.  However, a purchaser
in the market may undertake further investigations, and if these were
unexpectedly to reveal issues, then this might reduce the values reported.
We recommend that appropriately qualified and experienced specialists are
instructed to review our report and revert to us if our assumptions are
incorrect.

Plant And Machinery, Fixtures and Fittings

We disregard the value of all process related plant, machinery, fixtures and
fittings, and those items which are in the nature of occupiers' trade fittings
and equipment. We have regard to landlords' fixtures such as lifts,
escalators, central heating and air conditioning forming an integral part of
the buildings.

Where properties are valued as an operational entity and includes the fixtures
and fittings, it is assumed that these are not subject to any hire purchase or
lease agreements or any other claim on title.

No equipment or fixtures and fittings are tested in respect of Electrical
Equipment Regulations and Gas Safety Regulations and we assume that where
appropriate all such equipment meets the necessary legislation. Unless
otherwise specifically mentioned the valuation excludes any value attributable
to plant and machinery.

Operational Entities

Where the properties are valued as an operational entity and reference is made
to the trading history or trading potential of the property, we place reliance
on information supplied to us. Should this information subsequently prove to
be inaccurate or unreliable, the valuations reported could be adversely
affected. Our valuations do not make any allowance for goodwill.

Title, Tenure, Occupational Agreements and Covenants

Unless otherwise stated, we do not inspect the Land Registry records, title
deeds, leases or related legal documents and, unless otherwise disclosed to
us, we assume good and marketable title that is free from onerous or
restrictive covenants, rights of way and easements, and any other encumbrances
or outgoings that may affect value.  We disregard any mortgages (including
regulated mortgages), debentures or other charges to which the property may be
subject.

We assume that any ground rents, service charges other contributions are fair
and proportionate, and are not subject to onerous increases or reviews.

Where we have not been supplied with leases, unless we have been advised to
the contrary, we assume that all the leases are on a full repairing and
insuring basis and that all rents are reviewed in an upwards direction only,
at the intervals notified to us, to market rent.  We assume that no questions
of doubt arise as to the interpretation of the provisions within the leases
giving effect to the rent reviews.  We assume that wherever rent reviews or
lease renewals are pending, all notices have been served validly within the
appropriate time limits, and they will be settled according to the assumptions
we set out within the reports.

Unless informed otherwise, we assume that all rents and other payments payable
by virtue of the leases have been paid to date and there are no arrears of
rent, service charge or other breaches in the obligations of occupation.

In the case of property that is let, our opinion of value is based on our
assessment of the investment market's perception of the covenant strength of
the occupier(s).  This is arrived at in our capacity as valuation surveyors
on the basis of information that is publicly available. We are not accountants
or credit experts and we do not undertake a detailed investigation into the
financial status of the tenants.  Our valuations reflect the type of tenants
actually in occupation or responsible for meeting lease commitments, or likely
to be in occupation, and the market's general perception of their
creditworthiness.  We provide no warranties as to covenant strength and
recommend that you make your own detailed enquiries if your conclusions differ
from our own.

Where we are provided with a report on title and/or occupational agreement, we
form our opinion of value reflecting our interpretation of that title.  Your
legal advisers should review our understanding of the title and confirm that
this is correct.

Planning, Licensing, Rating and Statutory Enquiries

We undertake online planning enquiries to the extent that we consider
reasonable and appropriate to the valuation.  We do not make formal verbal or
written enquiries to local authorities.  If a professional planning report is
provided to us, we will take the findings into account in our valuation but
will not be accountable for the advice provided within it, nor any errors of
interpretation or fact within the third party report.

We assume that the property is constructed, used and occupied in full
compliance with the relevant planning and building regulation approvals and
that there are no outstanding notices, conditions, breaches, contraventions,
non-compliance, appeals, challenges or judicial review.  We assume that all
consents, licenses and permissions are in place, that there are no outstanding
works or conditions required by lessors or statutory, local or other competent
authorities, and that no adverse planning conditions or restrictions apply.
If we are instructed to value property on the Special Assumption of having the
benefit of a defined planning permission or license, we assume that it will
not be appealed or challenged at any point prior to, or following,
implementation.

Our investigations are limited to identifying material planning applications
on the property and observable constraints.  We seek to identify any
proposals in the immediate vicinity that may have an impact on the property,
such as highway proposals, comprehensive development schemes and other
planning matters.

We seek to obtain rateable values and council tax banding from the statutory
databases, where available.  The 2023 rating revaluation has resulted in some
increases in rateable values in specific sectors.  This may have an impact on
the marketability and value of a property, and on vacancy rates or landlord
non recoverable costs.  However, unless there is evidence to the contrary, we
will make the express assumption that any changes are affordable to occupiers,
or will be subject to appropriate transitional relief. We do not reflect the
impact of any rating appeals in our valuations unless they are formally
concluded.

Given that statutory information is obtained from third party sources, we are
unable to provide any warranty or reliance as to its accuracy.  Your legal
advisers should verify our assumptions and revert to us if required.

Valuations Assuming Development, Refurbishment or Repositioning

Unless specifically instructed to the contrary, where we are provided with
development costs and construction schedules by the addressee, a borrower or
an independent quantity surveyor, we rely on this information as an assumption
in arriving at our opinion of value.  It forms an assumption within our
valuation and we accept no liability if the actual costs or programme differ
from those assumed at the valuation date.

We are not quantity surveyors and provide no reliance as to construction costs
or timescale.  Irrespective of the source of this information, a professional
quantity surveyor should review our assumptions and revert to us if there are
any issues of doubt, so that we may review our opinion of value.

We additionally assume that a hypothetical market purchaser will have the
necessary resources, skills and experience to deliver the proposed
development.  It is not within our scope to assess the credentials of any
actual purchaser, owner or developer of the property that is subject to our
valuation.  We accept no liability for any circumstances where a development
or refurbishment does not achieve our concluded values.

If a property is in the course of development, our valuation assumes that the
interest will be readily assignable to a market purchaser with all contractor
and professional team warranties in place.  Where an opinion of the completed
development value is required, we assume that all works are completed in
accordance with appropriate statutory and industry standards and are
institutionally acceptable.

Alternative Investment Funds

In the event that our appointment is from an entity to which the European
Parliament and Council Directive 2011/61/EU ('the AIFMD'), which relates to
Alternative Investment Fund Managers ('AIFM'), applies, our instructions are
solely limited to providing recommendations on the value of particular
property assets (subject to the assumptions set out in our valuation report)
and we are therefore not determining the net asset value of either the Fund or
the individual properties within the Fund.  Accordingly, we are not acting as
an 'external valuer' (as defined under the AIFMD) but are providing our
service in the capacity of a 'valuation advisor' to the AIFM.

Interpretation and Comprehension of The Report and Valuation

Real estate is a complex asset class that carries risk.  Any addressee to
whom we have permitted reliance on our Report and Valuation should have
sufficient understanding to fully review and comprehend its contents and
conclusions.  We strongly recommend that any queries are raised with us
within a reasonable period of receiving our Report and Valuation, so that we
may satisfactorily address them.

 

 

 

 

 

 

Appendix 2:

 

List of Property Addresses

 

 Property Address

 4 London Mall, 1 Station Mall, Basingstoke
 Bexleyheath Shopping Centre, Bexleyheath
 Broadway Square, Bexleyheath
 Sovereign Centre, Boscombe
 The Promenades, Bridlington
 Capitol Shopping Centre, Cardiff
 Merlin's Walk, Carmarthen
 14/17 Frenchgate, Doncaster
 Freshney Place Shopping Centre, Grimsby
 39 The Broadwalk, Harlow
 Unit 47, 5 Trinity Square, Hereford
 Burns Mall, Kilmarnock
 Newkirkgate Shopping Centre, Leith
 The Deeping Centre, Market Deeping
 The Hill Street Centre,  Middlesbrough
 Gloucester Green, Oxford
 The Paisley Centre, Paisley
 The Hildreds Shopping Centre, Skegness
 Three Horseshoes Shopping Centre, Warminster
 The Horsefair Shopping Centre, Wisbech
 Newlands Shopping Centre, Witham

 Contact Details

 Tel:  +44 207 935 4499

 Dir:   +44 207 344 6803

 Fax: +44 207 344 6539

 richard.barrett@colliers.com

 Colliers International Property Consultants Limited

 Valuation & Advisory Services

 95 Wigmore Street

 London

 W1U 1FF

 www.colliers.com/uk

 

 

Part C - Knight Frank Valuation Report (Capital & Regional Portfolio)

 

 

 

 

 

 

Valuation Report

 

 

 

 

 

 

 

 

NewRiver REIT plc

Valuation date:30 June 2024

 

 

 

 

 

 

 

 

 

 

 

Important Notice to all readers of this report

Unless you are the Client named within this report, or have been explicitly
identified by us as a party to whom we owe a responsibility, a duty of care
and who is entitled to rely on this report, Knight Frank LLP does not owe or
assume any duty of care to you in respect of the contents of this report and
you are not entitled to rely upon it.

 NewRiver REIT plc

 89 Whitfield Street

 London

W1T 4DE (hereinafter referred to as the "Client" and the "Offeror")

 Jefferies International Limited (acting as lead financial adviser and joint

 corporate broker to the Client)

 100 Bishopsgate

 London

 EC2N 4JL (hereinafter referred to as the "Offeror Financial Adviser")

 Panmure Liberum Limited (acting as sole sponsor and joint corporate broker to
 the Client)

 Ropemaker Place

 Level 12

 25 Ropemaker Street

 London

 EC2Y 9LY (hereinafter referred to as the "Offeror Sponsor")

 Kinmont Limited (acting as joint financial adviser to the Client)

 5 Clifford Street

 London

 W1S 2LG

 Shore Capital Stockbrokers Limited (acting as joint corporate broker to the

 Client)

 Cassini House

 57 St James's Street

 London

 SW1A 1LD

 (together, hereinafter referred to as the "Offeror Addressees")

 Capital & Regional plc

Strand Bridge House

138-142 Strand

London

WC2R 1HH (hereinafter referred to the "Offeree")

 Numis Securities Limited (trading as Deutsche Numis) (acting as joint
 financial adviser and joint corporate broker to Offeree)

45 Gresham Street

London

 EC2V 7BF

 Stifel Nicolaus Europe Limited (acting as joint financial adviser and joint
 corporate broker to Offeree)

 4(th) Floor

 150 Cheapside

 London

 EC2V 6ET

 (together, hereinafter referred to as the "Offeree Joint Financial Advisers")

 (each an "Addressee" and together the "Addressees")

 

45 Gresham Street

London

EC2V 7BF

 

Stifel Nicolaus Europe Limited (acting as joint financial adviser and joint
corporate broker to Offeree)

4(th) Floor

150 Cheapside

London

EC2V 6ET

 

(together, hereinafter referred to as the "Offeree Joint Financial Advisers")

 

(each an "Addressee" and together the "Addressees")

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Our Ref: 1148765

Date of issue: 24 September 2024

 

Dear Sir/Madam

Valuation Report in respect of the properties of Capital & Regional plc as
at 30 June 2024 for inclusion in a Rule 2.4 Announcement, Rule 2.7
Announcement, Scheme Document and Prospectus ("Valuation Report")

 

Further to your instructions, we are pleased to provide our Valuation Report
in respect of the freehold, heritable or leasehold interests in the properties
("Properties") set out in Appendix 1 (Schedule of Properties) below in
connection with inclusion in a Rule 2.4 Announcement, Rule 2.7 Announcement,
Scheme Document to be published by the Offeree and a Prospectus to be
published by the Offeror, in connection with a possible acquisition of the
entire issued, and to be issued, share capital of the Offeree by the Offeror
(the "Transaction").

 

 

 Knight Frank

 55 Baker Street, London, W1U 8AN

 +44 20 7629 8171

 knightfrank.co.uk

 Knight Frank is the trading name of Knight Frank LLP. Knight Frank LLP is a
 limited liability partnership registered in England and Wales with registered
 number OC305934. Our

 registered office is at 55 Baker Street, London W1U 8AN where you may look at
 alist of members' names. If we use the term 'partner' when referring to one
 of our representatives, that person will either be a member, employee, worker
 or consultant of Knight Frank LLP and not a partner in a partnership.

 

Signed for and on behalf of Knight Frank LLP

 Signature.
 Ben Nicholson MRICS

 RICS Registered Valuer

 Partner, Valuation & Advisory

 ben.nicholson@knightfrank.com

 T          +44 20 7590 2468

 M         +44 7792 822 330

1.   About this report

Engagement of Knight Frank LLP

1.1          This Valuation Report sets out our valuation, as at 30
June 2024 ("Valuation Date"), of the Properties ("Valuation"). This Valuation
Report has been prepared in accordance with our Terms of Engagement letter
dated 13 September 2024 addressed to the Addressees, and our General Terms of
Business for Valuation Services (together the "Agreement").

Client

1.2          We have been instructed to prepare this Valuation Report
by NewRiver REIT plc. However as set out above, this Valuation Report has also
been addressed to other Addressees.

Valuation standards

1.3          The Valuation has been undertaken in accordance with and
complies with: (a) the current editions of RICS Valuation - Global Standards,
which incorporate the International Valuation Standards, and the RICS UK
National Supplement. References to the "Red Book" refer to either or both of
these documents, as applicable; (b) Rule 29 of the City Code on Takeovers and
Mergers (the "Code") as issued by the UK Panel on Takeovers and Mergers; (c)
paragraphs 128-130 of the Financial Conduct Authority ("FCA") Primary Market
Technical Note 619.1 (the "FCA Technical Note"); and (d) Rules 5.4.5 and 5.4.6
of the UK Prospectus Regulation Rules published by the FCA. This Valuation
Report is an unqualified valuation report prepared in accordance with the
requirements of Rule 29 of the Code by a valuer who has had access to
sufficient information to prepare it.

1.4          The Properties have been valued by a valuer who is
qualified for the purposes of the Valuation in accordance with Rule 29 of the
Code. For the purposes of this Valuation Report, "UK Prospectus Regulation
Rules" shall mean the prospectus regulation rules made by the FCA for the
purposes of part 6 of the Financial Services and Markets Act 2000, as amended.

Status and experience of valuer

Valuer and expertise

1.5          The valuer, on behalf of Knight Frank LLP, with the
responsibility for this Valuation Report is Ben Nicholson MRICS, RICS
Registered Valuer ("Responsible Valuer").  Parts of the Valuation have been
undertaken by additional valuers as listed on our file.

1.6          We confirm that the Responsible Valuer and any
additional valuers who value the Properties meet the requirements of the Red
Book and Rule 29.3(a)(iii) of the Code in having sufficient current knowledge
of the particular market and the skills and understanding to undertake the
Valuation and prepare this Valuation Report competently and are appropriately
qualified for the purposes of the Valuation as required by Rule 29.3(a)(ii) of
the Code and are independent of the parties to the offer as required by Rule
29.3(a)(i) of the Code.

1.7          We confirm that we are not aware of any reason why we
would not satisfy the requirements of Rule 29.3(a)(i) of the Code.

Conflicts of Interest:  Declaration and Disclosures

1.8          We confirm that the Responsible Valuer and additional
valuers meet the requirements of the Red Book, having sufficient current
knowledge of the particular market and the skills and understanding to
undertake the Valuation competently.

1.9          We confirm that we have no material interest in the
Client and we are acting as an External Valuer in valuing the Properties for
the Purpose (as that term is defined below).

1.10        This Valuation Report has been vetted as part of Knight
Frank LLP's quality assurance procedures.

1.11        We recognise and support the RICS Rules of Conduct and have
procedures for identifying conflicts of interest.

Independence

1.12        Knight Frank LLP currently values a number of freehold,
heritable and/or leasehold interests of the Client (which for the avoidance of
doubt does not include the Properties), for financial reporting purposes, on
behalf of the Client. The total fees for this assignment, earned by Knight
Frank LLP (or other companies forming part of the same group of companies
within the UK) from the Client (or other companies within the UK) is less than
5.0% of the total UK revenues. It is not anticipated that there will be a
material increase in the proportion of the fees payable, or likely to be
payable, by the Client.

1.13        Other than these valuation services, Knight Frank LLP has
no current material involvement with the assets being valued and we confirm
that we can report without any material conflict.

Use of this Valuation

Purpose of valuation

1.14        The Valuation and this Valuation Report are each provided
solely for the purpose of:

(A)     inclusion in an announcement proposed to be made by the Offeror
pursuant to Rule 2.4 of the Code in connection with the Transaction (the "Rule
2.4 Announcement");

(B)     inclusion in an announcement proposed to be made by the Offeror
and the Offeree pursuant to Rule 2.7 of the Code in connection with the
Transaction (the "Rule 2.7 Announcement");

(C)     inclusion in a scheme circular to be published by the Offeree in
connection with the Transaction (the "Scheme Document");

(D)     inclusion in a prospectus to be published by the Offeror in
connection with the Transaction and the issue and allotment of new shares in
the capital of the Offeror pursuant, amongst other things, to the terms of the
Transaction (the "Prospectus");

(E)     inclusion and/or reference to it in any other announcements,
documents and/or supplementary documents required to be released by the
Offeror and/or the Offeree pursuant to the Code and which directly relate to
the Transaction (each a "Code Document"); and

(F)      publication on the Offeror's website and the Offeree's website
in accordance with the requirements of Rule 26.3 of the Code and the UK
Prospectus Regulation Rules,

(together, the "Purpose").

Reliance

1.15        This Valuation Report has been prepared for the Addressees
only and is for the use of, and may be relied upon by, the Addressees for the
Purpose. Notwithstanding the General Terms, we acknowledge that this Valuation
Report will also be for the use of the shareholders of the Offeror and the
Offeree for the Purpose set out above.

1.16        Save for: (a) the Addressees; and (b) any responsibility
arising under the Code and/or the UK Prospectus Regulation Rules to any person
as and to the extent there provided, in accordance with Clauses 3 & 4 of
the General Terms and to the fullest extent permitted by law, we do not assume
any responsibility and will not accept any liability to any other person for
any loss suffered by any such other person as a result of, arising out of, or
in accordance with this Valuation Report or our statement, required by and
given solely for the purposes of complying with the UK Prospectus Regulation
Rules and Rule 29 of the Code.

Disclosure & publication

1.17        The Valuation has been prepared for the Client and in
accordance with the Agreement which governs its purpose and use. As stated in
the Agreement, this Valuation Report is confidential to the Addressees and
must not be disclosed to any person other than for the Purpose without our
express written consent. Other than for the Purpose, neither the whole, nor
any part of this Valuation Report nor any reference thereto may be included in
any prospectus, listing particulars, published document, circular or statement
nor published in any way without our prior written approval of the form or
context in which it may appear.

1.18        Notwithstanding paragraph ‎1.17 above, this Valuation
Report may be disclosed as set out below:

Subject to the terms and conditions (but disregarding for these purposes
clauses 4.3 to 4.6 (inclusive) of the General Terms) of the Agreement and our
approval of the form and context thereof, we hereby confirm that we will
authorise and consent to the disclosure of this Valuation Report:

i.             as may be required by any applicable court of
competent jurisdiction or other competent judicial or governmental body or any
applicable law or regulation or pursuant to government action, regulatory
requirement or request;

ii.            to each Addressee's affiliates and each Addressee's
affiliates' respective directors, officers, employees, agents, professional
advisers, insurers, auditors and bankers that need to see the Valuation in
connection with the Purpose;

iii.           in the case of the Offeror Addressees, in seeking to
establish a defence or otherwise in connection with any actual or threatened
legal or regulatory proceedings or investigation relating to the matters set
out in this Letter or claims that may be brought against them arising from
their roles as financial adviser, sponsor and/or joint corporate broker (as
applicable) to the Offeror;

iv.           in the case of the Offeree Joint Financial Advisers,
in seeking to establish a defence or otherwise in connection with any actual
or threatened legal or regulatory proceedings or investigation relating to the
matters set out in this Letter or claims that may be brought against them
arising from their roles as joint financial adviser and/or joint corporate
broker (as applicable) to the Offeree;

v.            in investor presentations and other investor
education materials prepared in connection with the Transaction, and in any
private discussions with Investors or other third parties in connection with
the Transaction;

vi.           for the Purpose; and/or

vii.          to any Addressee's insurers in respect of any claim or
potential claim relating to the Transaction, but in each case only on the
basis that: (a) such disclosure is made to inform the recipient that Knight
Frank have no duty of care and therefore shall have no liability to the
recipient in respect of the relevant document; and (b) such recipient agrees
not to provide a copy of the document to any other person without the prior
written consent of Knight Frank.

1.19        It is a condition of such disclosure that each party in
receipt of this Valuation Report that is not an Addressee agrees and
acknowledges that this Valuation Report cannot be relied upon by them, and we
do not accept any responsibility, duty of care or liability to them, whether
in contract, tort (including negligence), misrepresentation or otherwise in
respect of the Valuation and the information it contains.  For the avoidance
of doubt, nothing in the preceding sentence shall affect our responsibility,
for the purposes of Rule 5.3.2R(2)(f) of the UK Prospectus Regulation Rules,
or under paragraphs 1.15 and 1.16 of this Valuation Report for the information
contained in this Valuation Report.

1.20        This Valuation Report complies with Rule 29 of the Code and
we understand that the publication or reproduction by the Offeror or Offeree
of this Valuation Report and/or the information contained herein as required
by Rules 26 and 29 of the Code is necessary, including in the Rule 2.4
Announcement, the Rule 2.7 Announcement, the Scheme Document and any Code
Document.

1.21        We confirm that this Valuation Report complies with Rules
5.4.5G and 5.4.6G of the UK Prospectus Regulation Rules and paragraphs 128 to
130 of the FCA Technical Note.

1.22        We confirm that the information contained in the Prospectus
which is extracted from this Valuation Report is accurate, balanced and
complete and is not misleading or inconsistent with this Valuation Report as
prepared by us and has been properly extracted, derived or computed from this
Valuation Report.

1.23        The Addressees agree and acknowledge that we shall have no
liability for any error, omission or inaccuracy in this Valuation Report to
the extent resulting from our reliance on information provided by or on behalf
of the Client unless otherwise stated. Notwithstanding the above, we highlight
the restricted nature of this instruction, in accordance with the Red Book; as
a result the reliance that can be placed on the Valuation is limited.

Verification

1.24        We recommend that before any financial transaction is
entered into based upon the Valuation, you obtain verification of any
third-party information contained within this Valuation Report.

1.25        We would advise you that whilst we have valued the
Properties reflecting current market conditions, there are certain risks which
may be, or may become, uninsurable. Before undertaking any financial
transaction based upon this Valuation, you should satisfy yourselves as to the
current insurance cover and the risks that may be involved should an uninsured
loss occur.

Limitations on liability

1.26        Knight Frank LLP's total liability for any direct loss or
damage (whether caused by negligence or breach of contract or otherwise)
arising out of or in connection with this Valuation is limited in accordance
with the terms of the Agreement. Knight Frank LLP accepts no liability for any
indirect or consequential loss or for loss of profits.

1.27        We confirm that we hold adequate and appropriate PII cover
for this instruction.

1.28        No claim arising out of or in connection with this
Valuation may be brought against any member, employee, partner or consultant
of Knight Frank LLP.  Those individuals will not have a personal duty of care
to any party and any claim for losses must be brought against Knight Frank
LLP.

1.29        Nothing in this Valuation shall exclude or limit our
liability in respect of fraud or for death or personal injury caused by our
negligence or for any other liability to the extent that such liability may
not be excluded or limited as a matter of law or regulation.

Scope of work

General Scope of Valuation Work

1.30        The Valuation has been undertaken, and this Valuation
Report prepared, in accordance with the General Scope of Valuation Work
appended to this Valuation Report at Appendix 2.

Information to be relied upon

1.31        We have relied upon the information previously provided to
us by the Offeror, or by third parties in respect of the 30 June 2024
Valuation and will assume it to be correct for the purposes of the Valuation
unless you inform us otherwise, subject only to any valuation that we have
agreed to undertake.

1.32        Where we express an opinion in respect of (or which depends
upon) legal issues, any such opinion must be verified by your legal advisors
before any Valuation can be relied upon.

1.33        We are instructed to rely on floor areas and tenancy
information provided by the Client. We have not read lease agreements nor
verified accordance between tenancy schedule and lease terms.

1.34        Knight Frank LLP cannot be held liable as regards the legal
description of the Properties, its use, non-compliance with statutory
requirements, technological and natural risks, the areas taken into account,
the existence of concealed defects, presence of asbestos, adverse ground
condition, presence of soil contamination, presence of insects, noxious
animals or plants, rot, or deleterious materials, etc. This Valuation Report
comments on the above on the basis of Technical or Environmental reports, if
provided.

Inspections

1.35        In undertaking the Valuation we have carried out an
inspection of the Properties internally and externally. Our inspections of all
the Properties have been undertaken within the last six months.

Information Provided

1.36        In this Valuation Report we have been provided with
information by the Client, its advisors and other third parties. We have
relied upon this information as being materially correct in all aspects.

1.37        In the absence of any documents or information provided, we
have had to rely solely upon our own enquiries as outlined in this Valuation
Report.

1.38        We have assumed there to be good and marketable titles to
the Properties. We have made oral enquiries with the Client where appropriate
and have taken account, insofar as we are aware, of unusual outgoings,
planning proposals and onerous restrictions or local authority intentions
which affect the Properties. However, this information has been provided to us
on the basis that it should not be relied upon.

1.39        We have been supplied with details of tenure and tenancies
and have valued on the basis that there are no undisclosed matters which would
affect our valuation.

1.40        We have not undertaken any building surveys or
environmental audits and are therefore unable to report that the Properties
are free of any structural fault, rot, infestation or defects of any other
nature, including inherent weaknesses due to the use in construction of
materials now suspect. No tests were carried out on any of the technical
services. However, we have reflected any apparent wants of repair in our
opinion of value as appropriate.

1.41        The Properties have been valued individually, not as part
of a portfolio.

Assumptions

1.42        We have assumed, except where we have been informed to the
contrary, that there are no adverse ground or soil conditions or environmental
contaminations which would affect the present or future use of the Properties
and that the load bearing qualities of the site of each property are
sufficient to support the buildings constructed or to be constructed thereon.

1.43        In respect of the long leasehold interest held in
17&Central, 42 Selborne Rd, Walthamstow, London E17 7JR, we understand
that the developer of the residential premises over part of the scheme, will
be handing back 6 retail units with ancillary accommodation at first floor
level to the Offeree in October 2024. We are making the assumption that all
appropriate works will be completed by the developer and that the units will
be handed back in shell condition in readiness for letting.

1.44        With regard to The Mall, 159 High Rd, Wood Green, London
N22 6YQ we are aware that the Offeree will be responsible for the replacement
to the external cladding panels to the Travelodge hotel. We have been provided
with an estimate including contingency and fees to cover such works and are
making the assumption that this capital provision is sufficient to complete
the replacement of the panels. We have made a capital deduction in the
valuation to cover the cost of the rectification works. We are further
assuming that the tenant will be able to continue to operate while such works
are undertaken.

1.45        Since 30 June 2024 we are aware that Cine-UK Limited which
occupy premises at The Mall, 159 High Rd, Wood Green, London N22 6YQ, have
issued a letter setting out re-structuring plans, which will be considered by
the Court at the convening hearing. The full implications of the proposed
restructure were unknown at the valuation date and our valuation currently
reflects the uncertainty of the situation.

1.46        For The Exchange, High Rd, Ilford IG1 1RS, we understand
that there are key lettings with agreed terms requiring capital expenditure.
On Level 1 terms have been agreed to let 30,000 sq ft and Level 3, 14,000 sq
ft. We are making the assumption that the capital provisions which have been
deducted from the valuation are sufficient to complete the lettings.

2    Valuation

Methodology

2.1          The Valuation has been undertaken using appropriate
valuation methodology and our professional judgement.

Comparative method

2.2          In undertaking the Valuation, we have made our
assessment on the basis of a collation and analysis of appropriate comparable
transactions, together with evidence of demand within the vicinity of the
subject properties.  With the benefit of such transactions we have then
applied these to the Properties, taking into account size, location, aspect
and other material factors.

Investment method

2.3          The Valuation has been carried out using the comparative
and investment methods.  In undertaking the Valuation, we have made our
assessment on the basis of a collation and analysis of appropriate comparable
investment and rental transactions, together with evidence of demand within
the vicinity of the subject Properties. With the benefit of such transactions
we have then applied these to the Properties, taking into account size,
location, terms, covenant and other material factors.

Valuation bases

2.4          The basis of value for the Valuation as required by the
Code is Market Value and therefore these valuations have been prepared on a
Market Value basis.

Market Value

2.5          Market Value is defined within RICS Valuation - Global
Standards as:

"The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."

Portfolios

2.6          In a valuation of a property portfolio, we have valued
the individual properties separately and we have assumed that the individual
properties have been marketed in an orderly way.

Market Value

Market Value

2.7          We are of the opinion that the aggregate Market Value of
the freehold, heritable and long leasehold interests in the Properties,
subject to the existing tenancies on the assumptions highlighted above, as at
the Valuation Date is:

£350,000,000 (Three Hundred and Fifty Million Pounds).

 

2.8          The number of Freehold/Heritable and Long Leasehold
interests in the Properties and aggregate Market Value is summarised in the
table below.

 Property Type                                   Freehold/Heritable  Long Leasehold  Total
 Market Value of Properties held for Investment  5 Properties        1 Property      6 Properties

                                                                                     £350,000,000

 

2.9          For the purposes of Rule 29.5 of the Code, we confirm
that in our opinion the current valuation of the Properties as at the date of
this Valuation Report would not be materially different from the valuation of
the Properties as at the Valuation Date.

2.10        We are not aware of any matter which would materially
affect the Market Value of the Properties which is not disclosed in this
Valuation Report (subject to the assumptions set out in this Valuation Report)
and we are not aware of any matter in relation to this Valuation Report that
we believe should be and has not yet been brought to the attention of the
Addressees.

2.11        The valuation of the Properties reported in the Offeree's
latest published annual or consolidated accounts as at 30 June 2024 was
undertaken by an independent third party valuer without input from us.
Property valuations, and the assumptions underpinning them, are subjective and
therefore differences of opinion can and do occur between valuers. While we
therefore are not instructed to comment on how that independent third party
valuer reached that aggregate valuation, for the purposes of paragraph 130(vi)
of the FCA Technical Note, we consider the modest difference of -6.64% between
the valuation figure in this Valuation Report and the equivalent figure
reported in the Offeree's latest published annual or consolidated accounts to
be as a result of the way in which we and that third party independent valuer
have applied those subjective assumptions.

Responsibility

2.12        For the purposes of the Code, we are responsible for this
Valuation Report and accept responsibility for the information contained in
this Valuation Report and confirm that to the best of our knowledge (having
taken all reasonable care to ensure this is the case), the information
contained in this Valuation Report is in accordance with the facts and
contains no omissions likely to affect its import. This Valuation Report
complies with and is prepared in accordance with, and on the basis of, the
Code. We authorise its contents for the purposes of Rule 29 of the Code.
 Knight Frank LLP has given and has not withdrawn its consent to the
inclusion of this Valuation Report in the Rule 2.4 Announcement, the Rule 2.7
Announcement, the Scheme Document and in the Prospectus.

2.13        We accept responsibility (including for the purpose of Rule
5.3.2R(2)(f) of the UK Prospectus Regulation Rules) for the information
contained in this Valuation Report and to the best of our knowledge, the
information contained in this Valuation Report is in accordance with the facts
and the Valuation Report makes no omission likely to affect its import.

Consent

2.14        Knight Frank LLP has given and has not withdrawn its
consent to the inclusion of this Valuation Report in the Rule 2.4
Announcement, the Rule 2.7 Announcement, the Scheme Document and in the
Prospectus  published by the Client and/or the Offeree in the form and
context in which it is included.

2.15        We consent to the inclusion of the Valuation and this
Valuation Report and any extracts or references thereto in the Prospectus and
the reference to our name in the form and context in which they are included
in the Prospectus (subject to us first approving the form and context in which
our Valuation Report will appear).

Appendix 1         List of Properties

 

 Property Address - Shopping Centres                                 Tenure          Property Type                      Date of Inspections  Ownership Purpose
 The Gyle Shopping Centre, Gyle Ave, Edinburgh EH12 9JY              Heritable       Shopping Centre                    12/08/2024           Investment
 The Marlowes Shopping Centre & Fareham House, Hemel Hempstead,      Freehold        Shopping Centre and Retail Parade  05/08/2024           Investment
 Hertfordshire, HP1 1DX
 The Exchange, High Rd, Ilford IG1 1RS                               Freehold        Shopping Centre                    15/07/2024           Investment
 The Mall, Maidstone, Kent, ME15 6AT                                 Freehold        Shopping Centre                    08/08/2024           Investment
 17&Central, 42 Selborne Rd, Walthamstow, London E17 7JR             Long Leasehold  Shopping Centre                    07/08/2024           Investment
 The Mall, 159 High Rd, Wood Green, London N22 6YQ                   Freehold        Shopping Centre                    07/08/2024           Investment

Appendix 2       General Scope of Valuation Work

 

General Scope of Valuation Work

As required by the RICS Valuation - Global Standards (the "Red Book") this
General Scope of Valuation Work describes information we will rely on, the
investigations that we will undertake, the limits that will apply to those
investigations and the assumptions we will make, unless we are provided with
or find information to the contrary.

Definitions

"Assumption" is something which it is agreed the valuer can reasonably accept
as being true without specific investigation or verification.

"Property"  is the interest which we are instructed to value in land
including any buildings or other improvements constructed upon it.

"Valuation" shall mean any valuation report, supplementary report or
subsequent/update report, produced pursuant to this engagement and any other
replies or information we produce in respect of any such report and/or any
relevant property.

16.    Property to be valued

16.1  We will exercise reasonable care and skill (but will not have an
absolute obligation to you) to ensure that the Property, identified by the
address provided in your instructions, is the Property inspected by us and
included within our Valuation.  If there is ambiguity as to the Property
address, or the extent of the Property to be valued, this should be drawn to
our attention in your instructions or immediately upon receipt of our
Valuation.

16.2  We will rely upon information provided by you or your legal advisers
relating to the Property to be valued, including any tenancies, sub-tenancies
or other third-party interests.  Any information on title and tenure we are
provided with by a third party during the course of our investigations will be
summarised in our Valuation but will be subject to verification by your legal
advisers.  We will be under no obligation to make any searches of publicly
available land registers.  We will not make or commission any investigations
to verify any of this information.  In particular, we will not investigate or
verify that :

(s)  all title information relied upon and referred to in our Valuation is
complete and correct,

(t)   all documentation is satisfactorily drawn,

(u)  there are no undisclosed onerous conditions or restrictions that could
impact on the marketability of the Property valued, and

(v)  there is no material litigation pending, relating to the Property
valued.

16.3  Where we provide a plan of the Property in our Valuation this is for
identification only.  While the plan reflects our understanding based on the
information provided to us it must not be relied upon to define boundaries,
title or easements.

16.4  Our Valuation will include those items of plant and machinery normally
considered to be part of the service installations to a building and which
would normally pass with the Property on a sale or letting.  We will exclude
all other items of process plant, machinery, trade fixtures and equipment,
chattels, vehicles, stock and loose tools, and any tenant's fixtures and
fittings.

16.5  Unless agreed otherwise in writing we will neither investigate nor
include in our Valuation any unproven or unquantified mineral deposits, felled
timber, airspace or any other matter which may or may not be found to be part
of the Property but which would not be known to a buyer or seller on the
valuation date.

16.6  Unless agreed otherwise our Valuation will make the Assumption that all
parts of the Property occupied by the current owner on the valuation date
would be transferred with vacant possession and any tenancies, sub-tenancies
or other third party interests existing on the valuation date will continue.

16.7  Where requested legal title and tenancy information is not provided in
full, in the absence of any information provided to the contrary, our
Valuation will make the Assumption that the subject Property has good title
and is free from any onerous restrictions and/or encumbrances or any such
matter which would diminish its value.

17.    Portfolios

17.1  Where instructed to value a portfolio of properties, unless
specifically agreed with you otherwise, we will value each Property separately
on the basis that it is offered individually to the market.

18.    Building specification and condition

18.1  We will note the general condition of any building and any building
defect brought to our attention and reflect this in our Valuation.  We will
not undertake a detailed investigation of the materials or methods of
construction or of the condition of any specific building element.  We will
not test or commission a test of service installations.  Unless we become
aware during our normal investigations of anything to the contrary and mention
this in our Valuation, our Valuation will , make the Assumption that:

(w)  any building is in a condition commensurate with its age, use and design
and is free from significant defect,

(x)  no construction materials have been used that are deleterious, or likely
to give rise to structural defects,

(y)  no potentially hazardous or harmful materials are present, including
asbestos,

(z)   all relevant statutory requirements relating to use, construction and
fire safety have been complied with,

(aa)   any building services, together with any associated computer hardware
and software, are fully operational and free from impending breakdown or
malfunction and

(bb)   the supply to the building of electricity, data cable network and
water, are sufficient for the stated use and occupancy.

18.2  If you require information on the structure or condition of any
building our specialist building surveyors can provide a suitable report.as a
separate service.

19.    Environment and sustainability

19.1  Our Valuation will reflect the market's perception of the environmental
performance of the Property and any identified environmental risks as at the
valuation date.  This may include reflecting information you provide to us
that has been prepared by suitably qualified consultants on compliance of
existing or proposed buildings with recognised sustainability metrics.  Where
appropriate we will research any freely available information issued by public
bodies on the energy performance of existing buildings.

19.2  We will investigate whether the Property has a current Energy
Performance Certificate on the relevant government register and report  our
findings.  As part of our valuation service we will not advise on the extent
to which the Property complies with any other Environmental, Social or
Governance (ESG) metrics or to what extent the building, structure, technical
services, ground conditions, will be impacted by future climate change events,
such as extreme weather, or legislation aimed at mitigating the impact of such
events.  If required KF may be able to advise on ESG considerations and their
long-term impact on a Property as a separate service.

20.    Ground conditions and contamination

20.1  We may rely on any information you provide to us about the findings and
conclusions of any specialist investigations into ground conditions or any
contamination that may affect the Property.  Otherwise our investigations
will be limited to research of freely available information issued by
Government Agencies and other public bodies for flood risk, recorded mining
activity and radon.  We will also record any common sources or indicators of
potential contamination observed during our inspection.

20.2  Unless specifically instructed by you to do so, we will not commission
specialist investigations into past or present uses either of the Property or
any neighbouring property to establish whether there is contamination or
potential for contamination, or any other potential environmental risk.
Neither will we be able to advise on any remedial or preventive measures.

20.3  We will comment on our findings and any other information in our
possession or discovered during our investigations in our Valuation.

20.4  Unless we become aware of anything to the contrary and mention this in
our Valuation, for each Property valued our Valuation will make the Assumption
that:

(cc)   the site is physically capable of development or redevelopment, when
appropriate, and that no extraordinary costs will be incurred in providing
foundations and infrastructure,

(dd)  there are no archaeological remains on or under the land which could
adversely impact on value,

(ee)   the Property is not adversely affected by any form of pollution or
contamination,

(ff)  there is no abnormal risk of flooding,

(gg)  there are no high voltage overhead cables or large electrical supply
equipment affecting the Property

(hh)  the Property does not have levels of radon gas that will require
mitigation work, and

(ii)  there are no invasive species present at the Property or within close
proximity to the Property.

(jj)  There are no protected species which could adversely affect the use of
the Property.

21.    Planning and highway enquiries

21.1  We may research freely available information on planning history and
relevant current policies or proposals relating to any Property being valued
using the appropriate local authority website.   We will not commission a
formal local search.  Our Valuation will make the Assumption that any
information obtained will be correct, but our findings should not be relied on
for any contractual purpose.

21.2  Unless we obtain information to the contrary, Our Valuation will make
the Assumption that:

(kk)   the use to which the Property is put is lawful and that there is no
pending enforcement action,

(ll)  there are no local authority proposals that might involve the use of
compulsory purchase powers or otherwise directly affect the Property.

21.3  We do not undertake searches to establish whether any road or pathways
providing access to the Property are publicly adopted.  Unless we receive
information to the contrary or have other reason to suspect an adjoining road
or other access route is not adopted, our Valuation will make the Assumption
that  all such routes are publicly adopted.

22.    Other statutory and regulatory requirements

22.1  A property owner or occupier may be subject to statutory regulations
depending on their use.  Depending on how a particular owner or occupier uses
a building, the applicable regulations may require alterations to be made to
buildings.  Our valuation service does not include identifying or otherwise
advising on works that may be required by a specific user in order to comply
with any regulations applicable to the current or a proposed use of the
Property.  Unless it is clear that similar alterations would be required by
most prospective buyers in the market for a property, our Valuation will make
the Assumption that no work would be required by a prospective owner or
occupier to comply with regulatory requirements relating to their intended
use.

22.2  We will not investigate or comment on licences or permits that may be
required by the current or any potential users of the Property relating to
their use or occupation.

23.    Measurements

23.1  Where building floor areas are required for our valuation, unless we
have agreed to rely on floor areas provided by you or a third party, we will
take measurements and calculate the appropriate floor areas for buildings in
accordance with the RICS Property Measurement Professional Standard.   These
measurements will either be wholly taken by us during our inspection or from
scaled drawings provided to us and checked by sample measurements on site.
The floor areas will be within a tolerance that is appropriate having regard
to the circumstances and purpose of the valuation instruction.

23.2  Where required, any site areas will be calculated from our
understanding of the boundaries using digital mapping technology, subject to
clause 1.3 above.

24.    Investment properties

24.1  Where the Property valued is subject to a tenancy or tenancies, we will
have regard to the market's likely perception of the financial status and
reliability of tenants in arriving at our valuation.  We will not undertake
detailed investigations into the financial standing of any tenant. Unless
advised by you to the contrary our Valuation will be make the Assumption that
there are no material rent arrears or breaches of other lease obligations.

25.    Development properties

25.1  If we are instructed to value Property for which development,
redevelopment or substantial refurbishment is proposed or in progress, we
strongly recommend that you supply us with build cost and other relevant
information prepared by a suitably qualified construction cost professional,
such as a quantity surveyor.  We shall be entitled to rely on such
information in preparing our valuation.  If a professional estimate of build
costs is not made available, we will rely on published build cost data but
this must be recognised as being less reliable as it cannot account for
variations in site conditions and design.  This is particularly true for
refurbishment work or energy efficiency and environmental upgrades.  In the
absence of a professionally produced cost estimate for the specific project we
may need to qualify our report and the reliance that can be placed on our
valuation.

25.2  For Property in the course of development, we will reflect the stage
reached in construction and the costs remaining to be spent at the date of
valuation.  We will  have regard to the contractual liabilities of the
parties involved in the development and any cost estimates that have been
prepared by the professional advisers to the project.  For recently completed
developments we will take no account of any retentions, nor will we make
allowance for any outstanding development costs, fees, or other expenditure
for which there may be a liability.

26.    VAT, taxation and costs

26.1  The reported valuation will be our estimate of the price that would be
agreed with no adjustment made for costs that would be incurred by the parties
in any transaction, including any liability for VAT, stamp duty or other
taxes.  It is also gross of any mortgage or similar financial encumbrance.

27.    Property insurance

27.1  Except to the limited extent provided in clause 3 and clause 4 above we
do not investigate or comment on how potential risks would be viewed by the
insurance market.  Our Valuation will be on the Assumption that each Property
would, in all respects, be insurable against all usual risks including fire,
terrorism, ground instability, extreme weather events, flooding and rising
water table at normal, commercially acceptable premiums.

28.    Reinstatement cost estimates

28.1  We can only accept a request to provide a building reinstatement cost
estimate for insurance purposes alongside our Valuation of the Property
interest on the following conditions:

(mm) the assessment provided is indicative, without liability and only for
comparison with the current sum insured, and

(nn)  The building is not specialised or listed as being of architectural or
historic importance.

28.2  Otherwise we can provide an assessment of the rebuilding cost by our
specialist building surveyors as a separate service.

29.    Legal advice

29.1  We are appointed to provide valuation opinion(s) in accordance with our
professional duties as valuation surveyors.  The scope of our service is
limited accordingly.  We are not qualified legal practitioners and we do not
provide legal advice.  If we indicate what we consider the effect of any
provision in the Property's title documents, leases or other legal
requirements may have on value, we strongly recommend that this be reviewed by
a qualified lawyer before you take any action relying on our valuation.

30.    Loan security

30.1  If we are requested to comment on the suitability of the Property as a
loan security we are only able to comment on any risk to the reported value
that is inherent in either its physical attributes or the interest valued.
We will not comment on the degree and adequacy of capital and income cover for
an existing or proposed loan or on the borrower's ability to service payments.

 

 

Part D - CBRE Valuation Report (Capital & Regional Portfolio)

 

 

 

 

 

 

 

 

Valuation Report

 

 

 

In respect of:

Portfolio of 6 properties held by Capital & Regional plc

On behalf of:

the Addressees as set out below

Date of valuation:

30 June 2024

Contents

 

 01  Valuation                                                                                                                            1
     Report
     Introduction                                                                                                                         1
     Source of Information and Scope of Works                                                                                             9
 02  Appendices

                                                                                                                                          15
     Appendix A: Schedule of Properties as at 30 June 2024                                                                                16
     Appendix B: Property Details as at 30 June 2024                                                                                      18

Valuation Report

Introduction

 Report Date                                        24 September 2024
 Valuation Date                                     30 June 2024
 Addressee                                          The Directors

Capital & Regional PLC

First Floor

Strand Bridge House

138-142 Strand London WC2R 1HH

(hereinafter referred to as the "Company")
                                                    And
                                                    Numis Securities Limited (trading as Deutsche Numis)

45 Gresham Street

London EC2V 7BF

(hereinafter referred to as "Deutsche Numis")
                                                    And
                                                    Stifel Nicolaus Europe Limited

150 Cheapside

London EC2V 6ET

(hereinafter referred to as "Stifel")
                                                    (Deutsche Numis and Stifel together in their capacity as Joint Financial Advisers to the Company)
                                                    And
                                                    The Directors

NewRiver REIT plc

89, Whitfield Street

London W1T 4DE

(hereinafter referred to as "NewRiver")
                                                    And
                                                    Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

(hereinafter referred to as "Jefferies")
                                                    (Jefferies in their capacity as Financial Adviser to NewRiver)
                                                    And
                                                    Panmure Liberum Limited

Ropemaker Place

25 Ropemaker Street

London

EC2Y 9LY

(hereinafter referred to as "Panmure Liberum")
                                                    (Panmure Liberum in their capacity as Sole Sponsor and Joint Corporate Broker to NewRiver)
                                                    And
                                                    Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London

SW1A 1LD

(hereinafter referred to as "Shore Capital")
                                                    (Shore Capital in their capacity as Joint Corporate Broker to NewRiver)
                                                    And
                                                    Kinmont Limited

5 Clifford Street

London

W1S 2LG (hereinafter referred to as "Kinmont")
                                                    (Kinmont in their capacity as Joint Financial Adviser to NewRiver)

and all the above hereinafter together referred to as the "Addressees"
 The Properties                                     6 properties held by the Company, as set out in the Schedule of Properties
                                                    below in Appendix A (each a "Property" and together the "Properties").
 Instruction                                        To value without re-inspecting the unencumbered freehold and leasehold
                                                    interests (as applicable) of the Properties on the basis of Market Value as at
                                                    the Valuation Date in accordance with Terms of Engagement entered into between
                                                    CBRE Limited ("CBRE") and the Addressees dated 13 September 2024 (the
                                                    "Valuation").
 Status of Valuer                                   You have instructed us to act as an External Valuer as defined in the current

                                                  version of the RICS Valuation - Global Standards.

                                                  Please note that the Valuation may be investigated by the RICS for the
                                                    purposes of the administration of the Institution's conduct and disciplinary

                                                  regulations in order to ensure compliance with the Valuation Standards.

 Purpose and Basis of Valuation                     The Valuation has been prepared for a Regulated Purpose as defined in the RICS
                                                    Valuation - Global Standards (2022) and the UK national supplement current as
                                                    at the Valuation Date (the "Red Book").

                                                    We understand that this valuation report and the Appendices to it (together
                                                    the "Valuation Report") are required for inclusion in an announcement to be
                                                    issued by NewRiver  in connection with a possible offer by NewRiver for the
                                                    entire issued and to be issued ordinary share capital of the Company (the
                                                    "Transaction") pursuant to Rule 2.7 of the City Code on Takeovers and Mergers
                                                    (the "Takeover Code") (the "Rule 2.7 Announcement")

                                                    The Valuation is on the basis of Market Value as defined in the current
                                                    edition of the RICS Valuation - Global Standards and set out in Valuation
                                                    Assumptions below.

                                                    The effective date of our Valuation is 30 June 2024 (the "Valuation Date").

                                                    In accordance with the Red Book we have made certain disclosures in connection
                                                    with this valuation instruction and our relationship with the Addressees.
 Market Value of the Properties as at 30 June 2024  £374,900,000 (THREE HUNDRED AND SEVENTY-FOUR MILLION, NINE HUNDRED THOUSAND
                                                    POUNDS) exclusive of VAT, as shown in the Schedule of Capital Values set out
                                                    below.

                                                    For the avoidance of doubt, we have valued the Properties as real estate and
                                                    the values reported above represent 100% of the market values of the assets.

                                                    There are no negative values to report.

                                                    Our opinion of Market Value is based upon the Scope of Work and Valuation
                                                    Assumptions attached, and has been primarily derived using comparable recent
                                                    market transactions on arm's length terms.

                                                    The Properties are split by tenure as follows.

Property Type                                   Freehold                     Long Leasehold (250 years)  Total
                                                    Market Value of Properties held for Investment  £297,900,000(5 Properties)   £77,000,000                 £374,900,000

                                                                                                         (1 Property)                (6 Properties)
 Report Format                                      Appendix A of this Valuation Report contains the Schedule of Properties.

                                                    Appendix B provides the individual property details of the Properties.

 Market Conditions                                  Heightened global geopolitical tensions, combined with energy security issues,
                                                    climate change and increased state-backed cyber-attacks continue to affect
                                                    property market stability. While there is recent evidence of economic growth
                                                    in the UK, along with expectations of interest rate reductions in the latter
                                                    part of 2024, capital markets remain constrained and investors remain
                                                    cautious. There are signs that capital values are beginning to stabilise in
                                                    several sectors, however, there continues to be a high degree of polarisation
                                                    between primary and secondary class assets.

                                                    Experience has shown that consumer and investor behaviour can quickly change
                                                    during periods of instability. Lending or investment decisions should reflect
                                                    any heightened level of volatility and potential for changing market
                                                    conditions.

                                                    It is important to note that the conclusions set out in this Valuation Report
                                                    are valid as at the Valuation Date only.  Where appropriate, we recommend
                                                    that the Valuation is closely monitored, as we continue to track how markets
                                                    respond to evolving events.
 Portfolios and Aggregation                         We have valued the Properties individually and no account has been taken of
                                                    any discount or premium that may be negotiated in the market if all or part of
                                                    the portfolio was to be marketed simultaneously, either in lots or as a whole.
 Compliance with Valuation Standards                The Valuation has been prepared in accordance with the latest version of the
                                                    RICS Valuation - Global Standards (incorporating the International Valuation
                                                    Standards) and the UK national supplement (the "Red Book") current as at the
                                                    Valuation Date.
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                                                                                                                                                   e.
 Sustainability Considerations                      Wherever appropriate, sustainability and environmental matters are an integral
                                                    part of the valuation approach. 'Sustainability' is taken to mean the
                                                    consideration of such matters as environment and climate change, health and
                                                    well-being and corporate responsibility that can or do impact on the valuation
                                                    of an asset. In a valuation context, sustainability encompasses a wide range
                                                    of physical, social, environmental, and economic factors that can affect
                                                    value. The range of issues includes key environmental risks, such as flooding,
                                                    energy efficiency and climate, as well as matters of design, configuration,
                                                    accessibility, legislation, management, and fiscal considerations - and
                                                    current and historic land use.

                                                    Sustainability has an impact on the value of an asset, even if not explicitly
                                                    recognised. Valuers reflect markets, they do not lead them. Where we recognise
                                                    the value impacts of sustainability, we are reflecting our understanding of
                                                    how market participants include sustainability requirements in their bids and
                                                    the impact on market valuations.
 Climate Risk Legislation                           From June 2019, the Climate Change Act 2008 (2050 Target Amendment) Order 2019
                                                    commits the UK Government to reducing greenhouse gas emissions by 100% from
                                                    1990 levels (i.e. a Net Zero position) by 2050. In 2021 an interim target was
                                                    set, to reduce emissions by 78% by 2035, by decarbonising electricity
                                                    generation.  This means that fossil fuels used in building, such as natural
                                                    gas for heating, are incompatible with this commitment. The proposal to update
                                                    the Minimum Energy Efficiency Standards, to require all non-domestic
                                                    properties to a minimum EPC rating of B in 2030 has not been ratified and in
                                                    the absence of any commentary from the current administration, we assume
                                                    landlords will continue to work towards this target.

                                                    We also note that the UK's introduction of mandatory climate related
                                                    disclosures (reporting climate risks and opportunities consistent with
                                                    recommendations by the "Task Force for Climate Related Financial Disclosure"
                                                    (TCFD)), including the assessment of so-called physical and transition climate
                                                    risks, will potentially have an impact on how the market views such risks and
                                                    incorporates them into the sale of letting of assets.

                                                    The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may
                                                    impact on UK asset values due to the requirements in reporting to European
                                                    investors.
 Assumptions                                        The Properties' details on which each Valuation is based are as set out in
                                                    this Valuation Report. We have made various assumptions as to tenure, letting,
                                                    taxation, town planning, and the condition and repair of buildings and sites -
                                                    including ground and groundwater contamination - as set out below.

                                                    If any of the information or assumptions on which the Valuation is based are
                                                    subsequently found to be incorrect, the Valuation figures may also be
                                                    incorrect and should be reconsidered.
 Variations and/or                                  None.

 Departures from Standard Assumptions
 Independence                                                                                    The total annual fees, including the fee for this assignment, earned by CBRE
                                                                                                 (or other companies forming part of the same group of companies within the UK)
                                                                                                 from the Company (or other companies forming part of the same group of
                                                                                                 companies) are less than 5.0% of the total annual UK revenues.

                                                                                                 The total annual fees, including the fee for this assignment, earned by CBRE
                                                                                                 (or other companies forming part of the same group of companies within the UK)
                                                                                                 from NewRiver (or other companies forming part of the same group of companies)
                                                                                                 are less than 5.0% of the total annual UK revenues.

                                                                                                 It is not anticipated this situation will vary in the financial year to 31
                                                                                                 December 2024.

                                                                                                 We confirm that neither the valuers concerned nor CBRE have any personal
                                                                                                 interest in the Company, NewRiver or any of the Properties or in the outcome
                                                                                                 of the Valuation.
 Previous Involvement and Conflicts of Interest                                                  We confirm that we have valued 2 of the Properties on behalf of the Company on
                                                                                                 a half-yearly basis for financial reporting purposes for in excess of 10
                                                                                                 years, we have valued 1 of the Properties on a half-yearly basis for financial
                                                                                                 reporting purposes for in excess of 5 years and the other 3 we have valued on
                                                                                                 a half-yearly basis for financial reporting purposes for less than 5 years.
                                                                                                 The most recent valuation being as at 30 June 2024.

                                                                                                 From time to time, CBRE provides agency or professional services to the
                                                                                                 Company.

                                                                                                 CBRE provides some agency and/or professional services to some of the
                                                                                                 occupiers of the Properties and where this occurs, any conflict arising is
                                                                                                 managed through an information barrier.

                                                                                                 We do not consider that this previous involvement represents a conflict of
                                                                                                 interest and you have confirmed to us that you also consider this to be the
                                                                                                 case.

                                                                                                 We confirm the Retail Capital Markets team of CBRE has provided advice to
                                                                                                 NewRiver on this Transaction and all parties have agreed to this on the basis
                                                                                                 that the agreed information barriers between the two teams have been put in
                                                                                                 place. CBRE has carried out agency and some professional services on behalf of
                                                                                                 NewRiver for in excess of 10 years on an ad hoc basis.

                                                                                                 We confirm that we are not aware of any further conflicts of interest that
                                                                                                 would prevent us from exercising the required levels of independency and
                                                                                                 objectivity in undertaking the Valuation.

                                                                                                 Copies of our conflict-of-interest checks have been retained within the
                                                                                                 working papers.
 Disclosure                                                                                      The principal signatory of this Valuation Report has continuously been the
                                                                                                 signatory of valuations for the Company of: The Mall, Wood Green, 17&
                                                                                                 Central, Walthamstow and The Exchange, Ilford, since December 2022; and for
                                                                                                 The Mall, Maidstone, The Gyle, Edinburgh and The Marlowes, Hemel Hempstead,
                                                                                                 since December 2023.

                                                                                                 CBRE has continuously been carrying out valuation instructions for the Company
                                                                                                 since 2007. CBRE has carried out agency and some professional services on
                                                                                                 behalf of the Company for in excess of 10 years on an ad hoc basis.
 Responsibility                                                                                  For the purposes of Rule 29 of the Takeover Code, we are responsible for this
                                                                                                 Valuation Report and accept responsibility for the information contained in
                                                                                                 this Valuation Report and confirm that to the best of our knowledge (having
                                                                                                 taken all reasonable care to ensure that such is the case) the information
                                                                                                 contained in this Valuation Report is in accordance with the facts and this
                                                                                                 Valuation Report makes no omissions likely to affect its import.

                                                                                                 Save for any responsibility arising under the Takeover Code to any person as
                                                                                                 and to the extent there provided, to the fullest extent permitted by law we do
                                                                                                 not assume any responsibility and will not accept any liability to any other
                                                                                                 person for any loss suffered by any such other person as a result of, arising
                                                                                                 out of, or in accordance with this Valuation Report or our statement above.

 Reliance                                                                                        Save as set out in "Responsibility" above, the contents of this Valuation
                                                                                                 Report may only be relied upon by:

                                                                                                 i)             Addressees of the Report; and

                                                                                                 ii)            the parties who have received prior written consent
                                                                                                 from CBRE in the form of a reliance letter,

                                                                                                 for the specific purpose set out herein and no responsibility is accepted to
                                                                                                 any third party for the whole or any part of its contents.

                                                                                                 No reliance may be placed upon the contents of this Valuation Report by any
                                                                                                 party for any purpose other than in connection with the purpose of Valuation.
 Publication                                                                                     Neither the whole nor any part of our Valuation Report nor any references
                                                                                                 thereto may be included in any published document, circular or statement nor
                                                                                                 published in any way without our prior written approval of the form and
                                                                                                 context in which it will appear (such approval to not be unreasonably withheld
                                                                                                 or delayed).

                                                                                                 Such publication of, or reference to this Valuation Report will not be
                                                                                                 permitted unless it contains a sufficient contemporaneous reference to any
                                                                                                 departure from the Red Book or the incorporation of the special assumptions
                                                                                                 referred to herein.
                                                                                                 Yours faithfully                                  Yours faithfully

                                                                                                 Ana Burke                                         Peter Stoughton-Harris

                                                                                                 MRICS                                             BSc (Hons) MRICS

                                                                                                 Director                                          Executive Director

                                                                                                 RICS Registered Valuer                            RICS Registered Valuer

                                                                                                 For and on behalf of CBRE Limited +447827993001   For and on behalf of CBRE Limited

                                                                                                 Ana.Burke@cbre.com                                +44 7770847303

                                                                                                                                                   Peter.Stoughton-Harris@cbre.com (mailto:Peter.Stoughton-Harris@cbre.com)

Report Format

Appendix A of this Valuation Report contains the Schedule of Properties.

Appendix B provides the individual property details of the Properties.

 

Market Conditions

Heightened global geopolitical tensions, combined with energy security issues,
climate change and increased state-backed cyber-attacks continue to affect
property market stability. While there is recent evidence of economic growth
in the UK, along with expectations of interest rate reductions in the latter
part of 2024, capital markets remain constrained and investors remain
cautious. There are signs that capital values are beginning to stabilise in
several sectors, however, there continues to be a high degree of polarisation
between primary and secondary class assets.

 

Experience has shown that consumer and investor behaviour can quickly change
during periods of instability. Lending or investment decisions should reflect
any heightened level of volatility and potential for changing market
conditions.

 

It is important to note that the conclusions set out in this Valuation Report
are valid as at the Valuation Date only.  Where appropriate, we recommend
that the Valuation is closely monitored, as we continue to track how markets
respond to evolving events.

Portfolios and Aggregation

We have valued the Properties individually and no account has been taken of
any discount or premium that may be negotiated in the market if all or part of
the portfolio was to be marketed simultaneously, either in lots or as a whole.

Compliance with Valuation Standards

The Valuation has been prepared in accordance with the latest version of the
RICS Valuation - Global Standards (incorporating the International Valuation
Standards) and the UK national supplement (the "Red Book") current as at the
Valuation Date.

The Valuation has been prepared in accordance with, and as such is compliant
with, the requirements of Rule 29 of the Takeover Code.

The Properties have been valued by a valuer who is qualified in accordance
with the Red Book and Rule 29.3 (a) (ii) and (iii) of the Takeover Code.  We
confirm that we have sufficient and current local and national knowledge of
the particular property market involved and have the necessary skills and
understanding to undertake the Valuation competently.

Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those
valuers has been retained within the working papers, together with
confirmation that each named valuer complies with the requirements of the Red
Book.

This Valuation is a professional opinion and is expressly not intended to
serve as a warranty, assurance or guarantee of any particular value of the
subject Properties.  Other valuers may reach different conclusions as to the
value of the subject Properties. This Valuation is for the sole purpose of
providing the intended user with the valuer's independent professional opinion
of the value of the subject Properties as at the Valuation Date.

Sustainability Considerations

Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.

Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.

Climate Risk Legislation

From June 2019, the Climate Change Act 2008 (2050 Target Amendment) Order 2019
commits the UK Government to reducing greenhouse gas emissions by 100% from
1990 levels (i.e. a Net Zero position) by 2050. In 2021 an interim target was
set, to reduce emissions by 78% by 2035, by decarbonising electricity
generation.  This means that fossil fuels used in building, such as natural
gas for heating, are incompatible with this commitment. The proposal to update
the Minimum Energy Efficiency Standards, to require all non-domestic
properties to a minimum EPC rating of B in 2030 has not been ratified and in
the absence of any commentary from the current administration, we assume
landlords will continue to work towards this target.

 

We also note that the UK's introduction of mandatory climate related
disclosures (reporting climate risks and opportunities consistent with
recommendations by the "Task Force for Climate Related Financial Disclosure"
(TCFD)), including the assessment of so-called physical and transition climate
risks, will potentially have an impact on how the market views such risks and
incorporates them into the sale of letting of assets.

 

The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may
impact on UK asset values due to the requirements in reporting to European
investors.

Assumptions

The Properties' details on which each Valuation is based are as set out in
this Valuation Report. We have made various assumptions as to tenure, letting,
taxation, town planning, and the condition and repair of buildings and sites -
including ground and groundwater contamination - as set out below.

If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be
incorrect and should be reconsidered.

Variations and/or

Departures from Standard Assumptions

None.

Independence

The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within the UK)
from the Company (or other companies forming part of the same group of
companies) are less than 5.0% of the total annual UK revenues.

The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within the UK)
from NewRiver (or other companies forming part of the same group of companies)
are less than 5.0% of the total annual UK revenues.

It is not anticipated this situation will vary in the financial year to 31
December 2024.

We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, NewRiver or any of the Properties or in the outcome
of the Valuation.

Previous Involvement and Conflicts of Interest

We confirm that we have valued 2 of the Properties on behalf of the Company on
a half-yearly basis for financial reporting purposes for in excess of 10
years, we have valued 1 of the Properties on a half-yearly basis for financial
reporting purposes for in excess of 5 years and the other 3 we have valued on
a half-yearly basis for financial reporting purposes for less than 5 years.
The most recent valuation being as at 30 June 2024.

From time to time, CBRE provides agency or professional services to the
Company.

CBRE provides some agency and/or professional services to some of the
occupiers of the Properties and where this occurs, any conflict arising is
managed through an information barrier.

We do not consider that this previous involvement represents a conflict of
interest and you have confirmed to us that you also consider this to be the
case.

We confirm the Retail Capital Markets team of CBRE has provided advice to
NewRiver on this Transaction and all parties have agreed to this on the basis
that the agreed information barriers between the two teams have been put in
place. CBRE has carried out agency and some professional services on behalf of
NewRiver for in excess of 10 years on an ad hoc basis.

We confirm that we are not aware of any further conflicts of interest that
would prevent us from exercising the required levels of independency and
objectivity in undertaking the Valuation.

Copies of our conflict-of-interest checks have been retained within the
working papers.

Disclosure

The principal signatory of this Valuation Report has continuously been the
signatory of valuations for the Company of: The Mall, Wood Green, 17&
Central, Walthamstow and The Exchange, Ilford, since December 2022; and for
The Mall, Maidstone, The Gyle, Edinburgh and The Marlowes, Hemel Hempstead,
since December 2023.

CBRE has continuously been carrying out valuation instructions for the Company
since 2007. CBRE has carried out agency and some professional services on
behalf of the Company for in excess of 10 years on an ad hoc basis.

Responsibility

For the purposes of Rule 29 of the Takeover Code, we are responsible for this
Valuation Report and accept responsibility for the information contained in
this Valuation Report and confirm that to the best of our knowledge (having
taken all reasonable care to ensure that such is the case) the information
contained in this Valuation Report is in accordance with the facts and this
Valuation Report makes no omissions likely to affect its import.

 

Save for any responsibility arising under the Takeover Code to any person as
and to the extent there provided, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in accordance with this Valuation Report or our statement above.

 

Reliance

Save as set out in "Responsibility" above, the contents of this Valuation
Report may only be relied upon by:

i)             Addressees of the Report; and

ii)            the parties who have received prior written consent
from CBRE in the form of a reliance letter,

for the specific purpose set out herein and no responsibility is accepted to
any third party for the whole or any part of its contents.

No reliance may be placed upon the contents of this Valuation Report by any
party for any purpose other than in connection with the purpose of Valuation.

Publication

Neither the whole nor any part of our Valuation Report nor any references
thereto may be included in any published document, circular or statement nor
published in any way without our prior written approval of the form and
context in which it will appear (such approval to not be unreasonably withheld
or delayed).

Such publication of, or reference to this Valuation Report will not be
permitted unless it contains a sufficient contemporaneous reference to any
departure from the Red Book or the incorporation of the special assumptions
referred to herein.

Yours faithfully

 

 

 

Ana Burke

MRICS

Director

RICS Registered Valuer

For and on behalf of CBRE Limited +447827993001

Ana.Burke@cbre.com

 

Yours faithfully

 

 

 

Peter Stoughton-Harris

BSc (Hons) MRICS

Executive Director

RICS Registered Valuer

For and on behalf of CBRE Limited

+44 7770847303

Peter.Stoughton-Harris@cbre.com (mailto:Peter.Stoughton-Harris@cbre.com)

 

 

 

 

 Sources of Information and Scope of Works

 Sources of Information                                                 We have carried out our work based upon information supplied to us by the
                                                                        Company and their professional advisors, as set out within this Valuation
                                                                        Report, which we have assumed to be correct and comprehensive, including:

                                                                        1.    Tenancy and management information, supplied on the 28(th) May and
                                                                        updated ad hoc until the valuation date;

                                                                        2.    Capex information, supplied on the 5(th) June;

                                                                        3.    Measured floor areas; and

                                                                        4.    Detailed comments from the Company on our draft Valuations,
                                                                        principally at a draft valuation meeting on the 17(th) June.

 The Properties                                                         Our Valuation Report contains a brief summary of the Property details on which
                                                                        our Valuation has been based.
 Inspection                                                             As part of our valuation instruction from the Company for financial reporting
                                                                        purposes, the Properties have been subject to external inspections each year.
                                                                        As instructed, we have not re-inspected all the Properties for the purpose of
                                                                        this Valuation.

                                                                        With regard to those Properties which have not been subject to re-inspection,
                                                                        the Company has confirmed that they are not aware of any material changes to
                                                                        the physical attributes of the Properties, or the nature of their location,
                                                                        since the last inspection.  We have assumed this advice to be correct.

                                                                        Where Properties have not been reinspected, the valuer will not carry out the
                                                                        usual range of enquiries performed during a full inspection of these
                                                                        Properties and will make the appropriate assumptions based on the information
                                                                        provided or available that, without a full inspection, cannot be verified. The
                                                                        instructing parties acknowledge and accept the heightened and inherent
                                                                        uncertainty and risks relying upon a valuation prepared on a desktop basis.
 Areas                                                                  We have not measured the Properties but have relied upon the floor areas
                                                                        provided to us by you or your professional advisors, which we have assumed to
                                                                        be correct and comprehensive, and which you have advised us have been
                                                                        calculated using the: Gross Internal Area (GIA), Net Internal Area (NIA) or
                                                                        International Property Measurement Standard (IPMS) 3 - Office, measurement
                                                                        methodology as set out in the latest edition of the RICS Property Measurement
                                                                        Standards.
 Environmental Considerations                                           We have not been instructed to make any investigations in relation to the
                                                                        presence or potential presence of contamination in land or buildings or the
                                                                        potential presence of other environmental risk factors and to assume that if
                                                                        investigations were made to an appropriate extent then nothing would be
                                                                        discovered sufficient to affect value.

                                                                        We have not carried out investigation into past uses, either of the Properties
                                                                        or of any adjacent lands, to establish whether there is any potential for
                                                                        contamination from such uses or sites, or other environmental risk factors and
                                                                        have therefore assumed that none exist.
 Sustainability Considerations                                          In carrying out this Valuation, we have considered the impact of
                                                                        sustainability factors on the value of the Properties.  Based on our
                                                                        inspections and our review of the information that was available to us, we
                                                                        have not identified any risk factors which, in our opinion, would affect
                                                                        value.  However, CBRE gives no warranty as to the absence of such risk
                                                                        factors in relation to sustainability.
 Services and Amenities                                                 We understand that the Properties are located in an area served by mains gas,
                                                                        electricity, water and drainage.

                                                                        None of the services have been tested by us.

                                                                        Enquiries regarding the availability of utilities/services to the development
                                                                        schemes are outside the scope of our Valuation Report.
 Repair and Condition                                                   We have not carried out building surveys, tested services, made independent
                                                                        site investigations, inspected woodwork, exposed parts of the structure which
                                                                        were covered, unexposed or inaccessible, nor arranged for any investigations
                                                                        to be carried out to determine whether or not any deleterious or hazardous
                                                                        materials or techniques have been used, or are present, in any part of the
                                                                        Properties. We are unable, therefore, to give any assurance that the
                                                                        Properties are free from defect.
 Town Planning                                                          We have not undertaken planning enquiries.
 Titles, Tenures and Lettings                                           Details of title/tenure under which the Properties are held and of lettings to
                                                                        which it is subject are as supplied to us. We have not generally examined nor
                                                                        had access to all the deeds, leases or other documents relating thereto. Where
                                                                        information from deeds, leases or other documents is recorded in this
                                                                        Valuation Report, it represents our understanding of the relevant documents.
                                                                        We should emphasise, however, that the interpretation of the documents of
                                                                        title (including relevant deeds, leases and planning consents) is the
                                                                        responsibility of your legal adviser.

                                                                        We have not conducted credit enquiries on the financial status of any tenants.
                                                                        We have, however, reflected our general understanding of purchasers' likely
                                                                        perceptions of the financial status of tenants.
 Introduction                                                           An Assumption is defined in the Red Book Glossary and VPS 4 to be a
                                                                        "supposition taken to be true" (an "Assumption").

                                                                        Assumptions are facts, conditions or situations affecting the subject of, or
                                                                        approach to, a valuation that it has been agreed need not be verified by the
                                                                        valuer as part of the valuation process.  Assumptions are made when it is
                                                                        reasonable for the valuer to accept that something is true without the need
                                                                        for specific investigation.

                                                                        The Company has confirmed and we confirm that our Assumptions are correct as
                                                                        far as the Company and we, respectively, are aware.  In the event that any of
                                                                        these Assumptions prove to be incorrect then our Valuations should be
                                                                        reviewed.  The .  The principal Assumptions which we have made are stated
                                                                        within this Valuation Report.

                                                                        For the avoidance of doubt, the Assumptions made do not affect compliance with
                                                                        the approach to Market Value under the Red Book.
 Capital Values                                                         The Valuation has been prepared on the basis of "Market Value", which is
                                                                        defined in the Red Book as:

                                                                        "The estimated amount for which an asset or liability should exchange on the
                                                                        Valuation Date between a willing buyer and a willing seller in an arm's length
                                                                        transaction, after proper marketing and where the parties had each acted
                                                                        knowledgeably, prudently and without compulsion."

                                                                        The Valuation represents the figure that would appear in a hypothetical
                                                                        contract of sale at the Valuation Date. No adjustment has been made to this
                                                                        figure for any expenses of acquisition or realisation - nor for taxation which
                                                                        might arise in the event of a disposal.

                                                                        No account has been taken of any inter-company leases or arrangements, nor of
                                                                        any mortgages, debentures or other charge.

                                                                        No account has been taken of the availability or otherwise of capital based
                                                                        Government or European Community grants.
 Taxation, Costs and Realisation Costs                                  As stated above, no allowances have been made for any expenses of realisation
                                                                        nor for taxation which might arise in the event of a disposal.

                                                                        Our Valuations reflect purchasers' statutory and other normal acquisition
                                                                        costs.
 VAT                                                                    We have not been advised whether the Properties are elected for VAT.

                                                                        All rents and capital values stated in this Valuation Report are exclusive of
                                                                        VAT.
 Net Annual Rent                                                        Net annual rent is defined for the purposes of this transaction as "the
                                                                        current income or income estimated by the valuer:

                                                                        (i)   ignoring any special receipts or deduction arising from the property;

                                                                        (ii)  excluding Value Added Tax and before taxation (including tax on profits
                                                                        and any allowances for interest on capital or loans); and

                                                                        (iii)  after making deductions for superior rents (but not for amortisation),
                                                                        and any disbursements including, if appropriate, expenses of managing the
                                                                        property and allowances to maintain it in a condition to command its rent".
 Estimated Net Annual Rental Value                                      The estimated net annual rental value is based on the current rental value of
                                                                        each of the Properties.  The rental value reflects the terms of the leases
                                                                        where the Properties, or parts thereof, are let at the Valuation Date.  Where
                                                                        the Properties, or parts thereof, are vacant at the Valuation Date, the rental
                                                                        value reflects the rent we consider would be obtainable on an open market
                                                                        letting as at the Valuation Date.

 Rental Values                                                          Unless stated otherwise rental values indicated in our Valuation Report are
                                                                        those which have been adopted by us as appropriate in assessing the capital
                                                                        value and are not necessarily appropriate for other purposes, nor do they
                                                                        necessarily accord with the definition of Market Rent in the Red Book, which
                                                                        is as follows:

                                                                        "The estimated amount for which an interest in real property should be leased
                                                                        on the Valuation Date between a willing lessor and a willing lessee on
                                                                        appropriate lease terms in an arm's length transaction, after proper marketing
                                                                        and where the parties had each acted knowledgeably, prudently and without
                                                                        compulsion."
 Fixtures, Fittings and Equipment                                       Where appropriate we have regarded the shop fronts of retail and showroom
                                                                        accommodation as forming an integral part of the building.

                                                                        Landlord's fixtures such as lifts, escalators, central heating and other
                                                                        normal service installations have been treated as an integral part of the
                                                                        building and are included within our Valuations.

                                                                        Process plant and machinery, tenants' fixtures and specialist trade fittings
                                                                        have been excluded from our Valuations.

                                                                        All measurements, areas and ages quoted in our Valuation Report are
                                                                        approximate.
 Environmental Matters                                                  In the absence of any information to the contrary, we have assumed that:

                                                                        a)            the Property/Properties is/are not contaminated and
                                                                        is not adversely affected by any existing or proposed environmental law;

                                                                        b)            any processes which are carried out on the
                                                                        Property/Properties which are regulated by environmental legislation are
                                                                        properly licensed by the appropriate authorities;

                                                                        c)            in England and Wales, the Property/Properties
                                                                        possesses current Energy Performance Certificates (EPCs) as required under the
                                                                        Government's Energy Performance of Buildings Directive - and that they have an
                                                                        energy efficient standard of 'E', or better. Under the Energy Efficiency
                                                                        (Private Rented Property) (England and Wales) Regulations 2015 it became
                                                                        unlawful for landlords to rent out business or residential premise from 1st
                                                                        April 2018 - unless the site has reached a minimum EPC rating of an 'E', or
                                                                        secured a relevant exemption. In Scotland, we have assumed that the
                                                                        Property/Properties possesses current EPCs as required under the Scottish
                                                                        Government's Energy Performance of Buildings (Scotland) Regulations - and that
                                                                        they meet energy standards equivalent to those introduced by the 2002 building
                                                                        regulations. The Assessment of Energy Performance of Non-Domestic Buildings
                                                                        (Scotland) Regulations 2016 requires building owners to commission an EPC and
                                                                        Action Plan for sale or new rental of non-domestic buildings bigger than 1,000
                                                                        sq m that do not meet 2002 building regulations energy standards. Action Plans
                                                                        contain building improvement measures that must be implemented within 3.5
                                                                        years, subject to certain exemptions;

                                                                        must be implemented within 3.5 years, subject to certain exemptions;

                                                                        d)            In January 2021 the Government set out proposals in
                                                                        England and Wales for 'improving the energy performance of privately rented
                                                                        homes'. The key tenets of the proposals are to: reduce emissions; tackle fuel
                                                                        poverty; improve asset quality; reduce energy bills; enhance energy security;
                                                                        and support associated employment. The proposals were wide ranging and
                                                                        included new demands on residential landlords through Energy Performance
                                                                        Certificates ('EPCs').

                                                                        Existing PRS Regulations set a minimum standard of EPC Band E for residential
                                                                        units to be lettable. The Government proposals see this threshold being raised
                                                                        to EPC Band C for all new tenancies created from 01 April 2025 and for all
                                                                        existing tenancies by 1 April 2028.

                                                                        The principle for relevant building works is to be 'fabric first' meaning
                                                                        maximisation of components and materials that make up the building fabric to
                                                                        enhance, for example, insulation, ventilation and air-tightness. The proposals
                                                                        also cite; compliance measures and penalties for landlords, letting agents and
                                                                        local authorities; and affordability support for carrying out necessary works.
                                                                        The implication was (as with the existing EPC Band E requirement) that private
                                                                        rented units may effectively be rendered unlettable if they failed to meet or
                                                                        exceed the minimum EPC requirement.

                                                                        On 20 September 2023 the Prime Minister announced revisions to the PRS
                                                                        Regulations such that residential landlords will not be fined if they do not
                                                                        meet these requirements. It was not specified if this denotes a delay to the
                                                                        effective fates or the removal of the penalty.

                                                                        In addition the Prime Minister announced that Boiler Upgrade Scheme subsidies
                                                                        will be increased from £5,000 to £7,500, and the timeframe for removal of
                                                                        gas fired boilers delayed until 2035.

                                                                        The change in policy is more towards incentivising change as opposed to
                                                                        enforcement.

                                                                        The UK's Net Zero 2050 pledge is still being upheld although future revisions
                                                                        are not out of the question, particularly in the event of a potential change
                                                                        in Government. It is likely that institutional landlords in particular will
                                                                        continue to target energy efficiency given policy change uncertainty and the
                                                                        ever increasing focus on ESG; we therefore expect EPC ratings to continue to
                                                                        be a focus for residential investors and occupiers in the UK;

                                                                        e)            the Properties are either not subject to flooding
                                                                        risk or, if they are, that sufficient flood defences are in place and that
                                                                        appropriate building insurance could be obtained at a cost that would not
                                                                        materially affect the capital value; and

                                                                        f)             invasive species such as Japanese Knotweed are not
                                                                        present on the Properties.

                                                                        High voltage electrical supply equipment may exist within, or in close
                                                                        proximity of, the Properties. The National Radiological Protection Board
                                                                        (NRPB) has advised that there may be a risk, in specified circumstances, to
                                                                        the health of certain categories of people. Public perception may, therefore,
                                                                        affect marketability and future value of the Properties. Our Valuation
                                                                        reflects our current understanding of the market and we have not made a
                                                                        discount to reflect the presence of this equipment.
 Repair and Condition                                                   In the absence of any information to the contrary, we have assumed that:

                                                                        a)    there are no abnormal ground conditions, nor archaeological remains,
                                                                        present which might adversely affect the current or future occupation,
                                                                        development or value of the Properties;

                                                                        b)    the Properties are free from rot, infestation, structural or latent
                                                                        defect;

                                                                        c)    no currently known deleterious or hazardous materials or suspect
                                                                        techniques, including but not limited to Composite Panelling, ACM Cladding,
                                                                        High Alumina Cement (HAC), Asbestos, Reinforced Autoclaved Aerated Concrete
                                                                        (Raac), have been used in the construction of, or subsequent alterations or
                                                                        additions to, the Properties; and

                                                                        d)    the services, and any associated controls or software, are in working
                                                                        order and free from defect.

                                                                        We have otherwise had regard to the age and apparent general condition of the
                                                                        Properties. Comments made in the property details do not purport to express an
                                                                        opinion about, or advise upon, the condition of uninspected parts and should
                                                                        not be taken as making an implied representation or statement about such
                                                                        parts.
 Title, Tenure, Lettings, Planning, Taxation and Statutory & Local      Unless stated otherwise within this Valuation Report, and in the absence of
 Authority Requirements                                                 any information to the contrary, we have assumed that:

                                                                        a)    the Properties possess a good and marketable title free from any
                                                                        onerous or hampering restrictions or conditions;

                                                                        b)    the building has been erected either prior to planning control, or in
                                                                        accordance with planning permissions, and has the benefit of permanent
                                                                        planning consents or existing use rights for their current use;

                                                                        c)    the Properties are not adversely affected by town planning or road
                                                                        proposals;

                                                                        d)    the building complies with all statutory and local authority
                                                                        requirements including building, fire and health and safety regulations, and
                                                                        that a fire risk assessment and emergency plan are in place;

                                                                        e)    only minor or inconsequential costs will be incurred if any
                                                                        modifications or alterations are necessary in order for occupiers of the
                                                                        Properties to comply with the provisions of the Disability Discrimination Act
                                                                        1995 (in Northern Ireland) or the Equality Act 2010 (in the rest of the UK);

                                                                        f)     all rent reviews are upward only and are to be assessed by
                                                                        reference to full current market rents;

                                                                        g)    there are no tenant's improvements that will materially affect our
                                                                        opinion of the rent that would be obtained on review or renewal;

                                                                        h)    tenants will meet their obligations under their leases, and are
                                                                        responsible for insurance, payment of business rates, and all repairs, whether
                                                                        directly or by means of a service charge;

                                                                        i)     there are no user restrictions or other restrictive covenants in
                                                                        leases which would adversely affect value;

                                                                        j)     where more than 50% of the floorspace of the Properties is in
                                                                        residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain
                                                                        rights to defined residential tenants to acquire the freehold/head leasehold
                                                                        interest in the Properties. Where this is applicable, we have assumed that
                                                                        necessary notices have been given to the residential tenants under the
                                                                        provisions of the Act, and that such tenants have elected not to acquire the
                                                                        freehold/head leasehold interest. Disposal on the open market is therefore
                                                                        unrestricted;

                                                                        k)    where appropriate, permission to assign the interest being valued
                                                                        herein would not be withheld by the landlord where required;

                                                                        l)     vacant possession can be given of all accommodation which is unlet
                                                                        or is let on a service occupancy; and

                                                                        m)  Land Transfer Tax (or the local equivalent) will apply at the rate
                                                                        currently applicable.

                                                                        In the UK, Stamp Duty Land Tax (SDLT) in England and Northern Ireland, Land
                                                                        and Buildings Transaction Tax (LABTT) in Scotland or Land Transaction Tax
                                                                        (LTT) in Wales, will apply at the rate currently applicable.

 

Appendices

Appendix A: Schedule of Properties as at 30 June 2024

 Address                                                                        Property Type  Tenure           Most Recent Inspection Date  Ownership Purpose
 The Mall Wood Green, 159 High Street, London, United Kingdom, N22 6YQ          Retail         Freehold         29 June 2024                 Investment
 The Mall, Maidstone, Pad's Hill, Maidstone, United Kingdom, ME15 6AT           Retail         Freehold         29 November 2023             Investment
 The Exchange, Ilford, High Street, London, United Kingdom, IG1 1RS             Retail         Freehold         30 April 2024                Investment
 17 & Central, Walthamstow, 42 Selbourne Road, London, United Kingdom, E17      Retail         Long Leasehold   29 June 2024                 Investment
 7JR

                                                                                               (250 years)
 Marlowes, Hemel Hempstead, Hemel Hempstead, Hemel Hempstead, United Kingdom,   Retail         Freehold         24 November 2023             Investment
 HP1 1DX
 The Gyle Edinburgh, Gyle Ave, Edinburgh, United Kingdom, EH12 9JY              Retail         Heritable title  6 July 2024                  Investment

 

Appendix B: Property Details as at 30 June 2024

 

 Property                                                    Description, Age and Tenure                                                      Terms of Existing Tenancies                                                      Annual Rent receivable as at 30 June 2024  Estimated Rental Value (ERV) as at 30 June 2024  Market Value as at 30 June 2024
 The Gyle Shopping Centre, Gyle Avenue, Edinburgh, EH12 9JY  The property is located 6 km west of Edinburgh city centre.                      The majority of leases are drawn on full repairing and insuring terms. In        £6,283,109 (Excl.)                         £5,431,949 (Excl.)                               £42,000,000

                                                                                general, the retail unit rents are subject to five- yearly, upwards- only rent
                                                             The property is held on heritable title.                                         reviews to market rental value. In addition to these tenancies, there are

                                                                                several licences held within the centre, in respect of kiosks, advertising,
                                                             This enclosed centre is anchored by Morrisons and Marks & Spencer, which         telecom stations and sundry mall provisions.

                                                           are located on western and eastern ends of the centre respectively with all

                                                             other retail units located in between two anchor stores. The food court is       There are also a number of concessionary rents and short-term inclusive

                                                           located at the first floor and consists of six food outlets.                     lettings that have been granted.

                                                           The property benefits from 2,500 surface car parking spaces. The bus stop is
                                                             located on the site with the tram service being located in the immediate

                                                           vicinity connecting The Gyle with Edinburgh city centre and the airport.

                                                           The anchor stores, Morrisons and Marks and Spencer are let for a long term
                                                             (125+ years) at a peppercorn rent albeit they contribute to the service charge

                                                           of the centre.

                                                           Other major occupiers include Next, Boots and WH Smith and their combined
                                                             income is c.40% of the total income however the lease for Boots expires in

                                                           July 2025.

                                                           The property benefits from weighted average unexpired lease term of 3.16 years
                                                             to expiry and 2.89 years to break (excluding mall income).

                                                             The property's occupancy rate is 93.05% by ERV albeit there are anumber of

                                                           temporary leases included in this figure.

 

 

 Property                                              Description, Age and Tenure                                                      Terms of Existing Tenancies                                                      Annual Rent receivable as at 30 June 2024  Estimated Rental Value (ERV) as at 30 June 2024  Market Value as at 30 June 2024
 The Mall, Wood Green, 159 High Road, London, N22 6YQ  The property is located in the north London suburb of Wood Green,                The majority of leases are drawn on full repairing and insuring terms. In        £13,043,519 (Excl.)                        £12,781,062 (Excl.)                              £152,500,000

                                                     approximately 6 miles north of central London.                                   general, the retail unit rents are subject to five- yearly, upwards- only rent

                                                                                reviews to market rental value. In addition to these tenancies, there are

                                                     The property is held on a freehold title.                                        several licences held within the centre, in respect of kiosks, advertising,

                                                                                telecom stations and sundry mall provisions.

                                                     This enclosed centre comprises two separate elements with frontage to either

                                                       side of the High Street, which are connected by an enclosed bridge on the        There are also a number of concessionary rents and short-term inclusive

                                                     first floor. The centre is anchored by Primark, Travelodge, Cineworld, H&M       lettings that have been granted.
                                                       and TK Maxx. There is food and beverage throughout with a concentration of

                                                     food outlets in part of the north side of the scheme on the ground floor.

                                                     The property benefits from a multi storey car park with 1,500 parking spaces.
                                                       There is good public transport provision with Wood Green Underground Station

                                                     approximately 3 minutes' walk.

                                                     Other major occupiers include Boots, Argos and Pure Gym. The top five
                                                       occupiers combined income is c.25% of the total income with H&M in the

                                                     process of renewing their lease, which has expired.

                                                     The property benefits from weighted average unexpired lease term of 5.42 years
                                                       to expiry and 3.96 years to break (excluding car parking income and mall

                                                     income).

                                                     The property's occupancy rate is 95.29% by ERV.

 

 

 Property                                                    Description, Age and Tenure                                                      Terms of Existing Tenancies                                                      Annual Rent receivable as at 30 June 2024  Estimated Rental Value (ERV) as at 30 June 2024  Market Value as at 30 June 2024
 17 & Central,  42 Selborne Road, Walthamstow, E17 7JR       Walthamstow is located approximately 9 miles north east of Central London in     The majority of leases are drawn on full repairing and insuring terms. In        £5,995,877 (Excl.)                         £6,937,707 (Excl.)                               £77,000,000

                                                           the London Borough of Waltham Forest.                                            general, the retail unit rents are subject to five- yearly, upwards- only rent

                                                                                reviews to market rental value. In addition to these tenancies, there are

                                                           The property is held on a Long Lease from 23 June 2022 for 250 years.            several licences held within the centre, in respect of kiosks, advertising,

                                                                                telecom stations and sundry mall provisions.

                                                           This enclosed centre is anchored by Asda and Lidl supermarkets, located on

                                                             western and eastern ends of the centre respectively with all other retail        There are also a number of concessionary rents and short-term inclusive

                                                           units located in between these stores.  The old food court has been              lettings that have been granted.
                                                             transformed into a modern food and leisure destination.. The space consists

                                                           of  a number of food outlets, a bar, outdoor terrace, events space and a
                                                             childrens soft play facility..  There is a multi-storey car park located

                                                           within the property providing parking for approximately 500 vehicles accessed
                                                             via Selborne Road.

                                                             The scheme is located adjacent to Walthamstow Underground Station and bus

                                                           station, a short walk from the centre.

                                                           Pplans to redevelop and extend The Mall, Walthamstow were approved by London
                                                             Borough of Waltham Forest's Planning Committee on 27 January 2021.

                                                             This approved scheme will provide new retail space, 495 new homes for private

                                                           rent (Phase 1), 43 new homes for private sale, a new external children's play
                                                             area and re-landscaped town square. The works began in mid-July 2022 and

                                                           completion of Phase 1 is scheduled for mid-2025.

                                                           Other major occupiers include TK Maxx, The Gym and Sportsdirect. Top five
                                                             occupiers account for c.30% of the total income.

                                                             The property benefits from weighted average unexpired lease term of 5.96 years

                                                           to expiry and 4.18 years to break (excluding car parking income and mall
                                                             income).

                                                             The property's occupancy rate is 94.60% by ERV (with the exclusion of the
                                                             units under reconfiguration to facilitate Phase 1 of the new development)
                                                             albeit there are a number of temporary let leases included in this figure.

 

 Property                                            Description, Age and Tenure                                                      Terms of Existing Tenancies                                                      Annual Rent receivable as at 30 June 2024  Estimated Rental Value (ERV) as at 30 June 2024  Market Value as at 30 June 2024
 The Exchange, Ilford, High Road, Ilford, IG1 1RS    Ilford is located approximately 9 miles northeast of Central London in the       The majority of leases are drawn on full repairing and insuring terms. In        £5,604,935 (Excl.)                         £6,413,615 (Excl.)                               £62,300,000

                                                   London Borough of Redbridge.                                                     general, the retail unit rents are subject to five- yearly, upwards- only rent

                                                                                reviews to market rental value. In addition to these tenancies, there are

                                                   The property is held on a freehold title.                                        several licences held within the centre, in respect of kiosks, advertising,

                                                                                telecom stations and sundry mall provisions.

                                                   This enclosed centre is retail anchored by TK Maxx, who have relocated to the

                                                     mid-level of the former Debenhams store, as well as a two-level Next store.      There are also a number of concessionary rents and short-term inclusive

                                                   The Instant Group, which occupied the top level of the former Debenhams store,   lettings that have been granted.
                                                     have exercised their break and will vacate in September 2024. The unit will be

                                                   split, and part of the unit is under offer to a childrens soft play centre.
                                                     The lower level of the former Debenhams unit is under offer to a supermarket

                                                   operator. The NHS are also now in occupation on a 25 year lease.

                                                   The property benefits from fronting on to the new entrance at Ilford Railway
                                                     Station, for the Elizabeth Line. The scheme is also well connected to the

                                                   national road system with the M25 and M11 situated 11 miles and 4 miles
                                                     respectively from Ilford. There is a multi-storey car park located within the

                                                   property providing parking for approximately 1,200 vehicles.

                                                   The combined income of the top 5 tenants is c.26% of the total income.

                                                   The property benefits from weighted average unexpired lease term of 5.71 years
                                                     to expiry and 4.86 years to break (excluding car parking income and mall

                                                   income).

                                                   The property's occupancy rate is 92.19% by ERV albeit there are a  number of
                                                     temporary letting leases included in this figure.

 

 

 Property                                  Description, Age and Tenure                                                      Terms of Existing Tenancies                                                    Annual Rent receivable as at 30 June 2024  Estimated Rental Value (ERV) as at 30 June 2024  Market Value as at 30 June 2024
 The Mall, Pads Hill, Maidstone, ME15 6AT  Maidstone is largest town in Kent and is the municipal centre for the county.    The majority of leases are drawn on full repairing and insuring terms. In      £5,132,618(Excl.)                          £5,191,367(Excl.)                                £31,300,000

                                         The town lies 32 miles from the south east of London.                            general, the retail unit rents are subject to five-yearly, upwards-only rent

                                                                                reviews to market rental value. In addition to these tenancies, there are

                                         The property is held on a freehold title.                                        several licences held within the centre, in respect of kiosks, advertising,

                                                                                telecom stations and sundry mall provisions.

                                         This enclosed centre comprises retail accommodation arranged over 3 floors.

                                           The centre is anchored by B&M, Boots, Matalan, Sportsdirect and Next. The        There are also a number of concessionary rents and short-term inclusive

                                         centre is adjacent to a large Sainsbury's and is located in Maidstone town       lettings that have been granted.
                                           centre.

                                           The town's main bus station is located between the Property and the adjacent

                                         Sainsbury's and provides direct access to the scheme. Buses run to several
                                           local and regional destinations.  There is a multi-storey car park located

                                         within the property providing parking for approximately 1,050 vehicles.

                                         Other tenants include Pure Gym, Iceland and Lewis Home Retail (TJ Hughes). The
                                           combined income of the top 5 tenants is c.23% of the total income.

                                           The property benefits from weighted average unexpired lease term of 5.55 years

                                         to expiry and 4.18 years to break (excluding car parking income and mall
                                           income).

                                           The property's occupancy rate is 88.52% by ERV albeit there are a number of

                                         temporary letting leases included in this figure.

 

 

 Property                                Description, Age and Tenure                                                      Terms of Existing Tenancies                                                      Annual Rent receivable as at 30 June 2024  Estimated Rental Value (ERV) as at 30 June 2024  Market Value as at 30 June 2024
 The Marlowes, Hemel Hempstead, HP2 4TU  The property is located in Hemel Hempstead town centre, approximately 24 miles   The majority of leases are drawn on full repairing and insuring terms. In        £2,746,420 (Excl.)                         £3,197,612 (Excl.)                               £9,800,000

                                       north of central London.                                                         general, the retail unit rents are subject to five- yearly, upwards- only rent

                                                                                reviews to market rental value. In addition to these tenancies, there are

                                       The property is held on freehold title.                                          several licences held within the centre, in respect of kiosks, advertising,

                                                                                telecom stations and sundry mall provisions.

                                       The shopping centre was built in 1990 with a main mall running north to south

                                         and two connecting malls to the Marlowes. Most of the trading takes place on     There are also a number of concessionary rents and short-term inclusive

                                       the ground floor, with some on the first floor in the North and South Courts.    lettings that have been granted.

                                       Hemel Hempstead railway station,situated 1.3 miles southeast of the property
                                         is on the London Midland line, providing a frequent and direct train service

                                       to London Euston, with a fast journey time of only 27 minutes.

                                       The property benefits from a rooftop multi-story car park providing 1,200
                                         spaces. The scheme is served by a number of bus routes, which are accessed

                                       adjacent to the centre.

                                       Major occupiers include B&M, Pure Gym, New Look, Metro Bank, Sportsdirect
                                         and Bank of Scotland and their combined income is c.46% of the total income

                                       however New Look and Sportsdirect have lease expiry/tenant break option in the
                                         next 24 months.  Marks & Spencer also have a store entrance directly

                                       accessing the centre which is held on a long lease (82 years) at a peppercorn
                                         rent.

                                         The property benefits from weighted average unexpired lease term of 3.99 years

                                       to expiry and 3.31 years to break (excluding car parking income and mall
                                         income).

                                         The property's occupancy rate is 85.60% by ERV albeit there are a number of
                                         temporary letting leases included in this figure.

 

appendix 5

NEWRIVER QUANTIFIED FINANCIAL BENEFITS STATEMENT

Part A

Paragraph 4 of this announcement contains statements of the estimated cost
savings and synergies expected to arise from the Combination (together, the
"Quantified Financial Benefits Statement").

A copy of the Quantified Financial Benefits Statement is set out below:

The NewRiver Directors, having undertaken a review and analysis of the
potential cost savings of the Combined Group, as well as taking into account
factors they can influence, believe the Combined Group could deliver
shareholder value through the expected realisation of approximately £7.3
million of gross pre-tax run-rate recurring annual cost synergies. These are
expected to be realised primarily from consolidation of:

·              board, senior management, central and support
functions and savings related to Capital & Regional's status as a publicly
traded company (which will no longer be required on a standalone basis),
together with third party support, including professional advisory fees, which
is expected to contribute approximately 85 per cent. (approximately £6.2
million) of the gross pre-tax run-rate recurring annual cost synergies; and

 

·              head office and other operating infrastructure
such as technology and IT, which is expected to contribute approximately 15
per cent. (approximately £1.1 million) of the gross pre-tax run-rate
recurring annual cost synergies.

 

Potential areas of dis-synergy have been considered by the NewRiver Directors,
with the principal area of dis-synergy being income generated from property
management services (equating to approximately £1.1 million per annum), which
is assumed to cease on completion of the Combination because Capital &
Regional provides these services to tenants but NewRiver intends to align this
approach with its existing portfolio whereby these services are provided by a
third party specialist. Potential cost savings associated with the outsourcing
of these services have been reflected in the expected net pre-tax run-rate
recurring annual cost synergy figure.

 

Accordingly, the NewRiver Directors believe that the Combined Group could
deliver approximately £6.2 million of net pre-tax run-rate recurring annual
cost synergies.

 

The majority of the above cost synergies are expected to be effective shortly
following completion of the Combination and it is expected that the full
benefit of the synergies will be unlocked within 12 months of completion of
the Combination on an annualised basis.

The identified cost savings are contingent on the completion of the
Combination and would not be achieved by either NewRiver or Capital &
Regional independently. The estimated cost synergies referred to above reflect
both the beneficial elements and the relevant costs.

The NewRiver Directors have considered one-off costs in connection with
realising the expected cost synergies and estimated these to be approximately
£2.9 million, which will predominantly be incurred in the first 12 months
following completion. For the avoidance of doubt, this approximate £2.9
million is not factored into the £6.2 million of net pre-tax run-rate
recurring annual cost synergies referred to above.

These statements of estimated cost savings and synergies relate to future
actions or circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a consequence, the identified synergies and estimated
savings referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. For the purposes of Rule 28 of the Code, the statements of
estimated cost savings and synergies contained in this announcement are solely
the responsibility of NewRiver and the NewRiver Directors. Any statement of
intention, belief or expectation for the Combined Group following the
Effective Date is also an intention, belief or expectation of the NewRiver
Directors and not of the Capital & Regional Directors.

These statements are not intended as a profit forecast and should not be
interpreted as such. No part of these statements, or this announcement
generally, should be construed or interpreted to mean that the Combined
Group's earnings in the first year following the Effective Date, or in any
subsequent period, would necessarily match or be greater than or be less than
those of NewRiver and/or Capital & Regional for the relevant preceding
financial period or any other period.

Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out below.

Bases of belief and principal assumptions

Following initial discussion regarding the Combination, senior NewRiver
personnel have worked to identify, challenge, and quantify potential synergies
as well as the potential costs to achieve and timing of such synergies. The
assessment and quantification of potential synergies have been informed by
NewRiver's management's industry expertise and knowledge.

In preparing the Quantified Financial Benefits Statement, Capital &
Regional has shared certain operational and financial information to
facilitate a detailed analysis in support of evaluating the potential
synergies available from the creation of the Combined Group.

The NewRiver team has performed a bottom-up analysis of the costs included in
the Capital & Regional financial information and has sought to include in
the synergy analysis those costs which it believes will be either reduced or
eliminated as part of the Combined Group.

The cost bases used as the basis for the quantified financial benefits
exercise are the NewRiver full year expenses for the financial year ended 31
March 2024 and the Capital & Regional full year expenses for the year
ended 30 December 2023. The NewRiver Directors have, in addition, made the
following assumptions:

·                 The value of the Combined Group's property
portfolio remaining at or above the 30 June 2024 external valuation of c.
£0.9 billion (based on the property valuation reports for NewRiver prepared
by Knight Frank and Colliers, as set out in Parts A and B of Appendix 4 to
this announcement and the property valuation report for Capital & Regional
prepared by Knight Frank, as set out in Part C of Appendix 4 to this
announcement).

·                 NewRiver retains its status as a UK-REIT.

·                 There will be no material impact on the
underlying operations of either NewRiver or Capital & Regional or their
ability to continue to conduct their businesses after the de-duplication and
rationalisation of listing, administrative and operational expenses.

·                 There will be no material change to the
make-up of the Combined Group's portfolio for the purposes of this analysis.

·                 There will be no material change to
macroeconomic, political, regulatory or legal conditions in the markets or
regions in which NewRiver and Capital & Regional operate that will
materially impact on the implementation or costs to achieve the proposed cost
savings.

·                 There will be no change in tax legislation
or tax rates or other legislation in the UK that could materially impact the
ability to achieve any benefits.

Reports

As required by Rule 28.1(a) of the Code, BDO, as reporting accountant to
NewRiver, and Jefferies, as lead financial adviser to NewRiver, have provided
the opinions required under that Rule. Copies of these reports are included at
Parts B and C of this Appendix 5. Each of BDO and Jefferies has given and not
withdrawn its consent to the publication of its report in this announcement in
the form and context in which it is included.

These statements are not intended as a profit forecast and should not be
interpreted as such. These statements of estimated synergies relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a result, the estimated synergies referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither the Quantified
Financial Benefits Statement nor any other statement in this announcement
should be construed as a profit forecast or interpreted to mean that
NewRiver's earnings in the first full year following the Effective Date, or in
any subsequent period, will necessarily match or be greater than or be less
than those of NewRiver or Capital & Regional for the relevant preceding
financial period or any other period.

Due to the scale of the Combined Group, there may be additional changes to the
Combined Group's operations. As a result, and given the fact that the changes
relate to the future, the resulting synergies may be materially greater or
less than those estimated.

Part B

REPORT FROM BDO ON NEWRIVER QUANTIFIED FINANCIAL BENEFITS STATEMENT

 

   BDO LLP

   55 Baker Street

London

W1U 7EU

 

 

The
Directors
24 September 2024

NewRiver REIT plc

89 Whitfield Street

London

W1T 4DE

 

Jefferies International Limited

100 Bishopsgate
London

EC2N
4JL

 

 

Dear Sir or Madam

NewRiver REIT plc (the "Company")

Proposed acquisition of Capital & Regional plc (the "Target")

We report on the quantified financial benefits statement (the "Statement") by
the directors of the Company (the "Directors") included in Part A of Appendix
5 of the Rule 2.7 Announcement (the "Announcement") dated 24 September 2024 to
the effect that:

 

"The NewRiver Directors, having undertaken a review and analysis of the
potential cost savings of the Combined Group, as well as taking into account
factors they can influence, believe the Combined Group could deliver
shareholder value through the expected realisation of approximately £7.3
million of gross pre-tax run-rate recurring annual cost synergies. These are
expected to be realised primarily from consolidation of:

·              board, senior management, central and support
functions and savings related to Capital & Regional's status as a publicly
traded company (which will no longer be required on a standalone basis),
together with third party support, including professional advisory fees, which
is expected to contribute approximately 85 per cent. (approximately £6.2
million) of the gross pre-tax run-rate recurring annual cost synergies; and

 

·              head office and other operating infrastructure
such as technology and IT, which is expected to contribute approximately 15
per cent. (approximately £1.1 million) of the gross pre-tax run-rate
recurring annual cost synergies.

 

Potential areas of dis-synergy have been considered by the NewRiver Directors,
with the principal area of dis-synergy being income generated from property
management services (equating to approximately £1.1 million per annum), which
is assumed to cease on completion of the Combination because Capital &
Regional provides these services to tenants but NewRiver intends to align this
approach with its existing portfolio whereby these services are provided by a
third party specialist. Potential cost savings associated with the outsourcing
of these services have been reflected in the expected net pre-tax run-rate
recurring annual cost synergy figure.

 

Accordingly, the NewRiver Directors believe that the Combined Group could
deliver approximately £6.2 million of net pre-tax run-rate recurring annual
cost synergies.

 

The majority of the above cost synergies are expected to be effective shortly
following completion of the Combination and it is expected that the full
benefit of the synergies will be unlocked within 12 months of completion of
the Combination on an annualised basis.

The identified cost savings are contingent on the completion of the
Combination and would not be achieved by either NewRiver or Capital &
Regional independently. The estimated cost synergies referred to above reflect
both the beneficial elements and the relevant costs.

The NewRiver Directors have considered one-off costs in connection with
realising the expected cost synergies and estimated these to be approximately
£2.9 million, which will predominantly be incurred in the first 12 months
following completion. For the avoidance of doubt, this approximate £2.9
million is not factored into the £6.2 million of net pre-tax run-rate
recurring annual cost synergies referred to above.

These statements of estimated cost savings and synergies relate to future
actions or circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a consequence, the identified synergies and estimated
savings referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. For the purposes of Rule 28 of the Code, the statements of
estimated cost savings and synergies contained in this announcement are solely
the responsibility of NewRiver and the NewRiver Directors. Any statement of
intention, belief or expectation for the Combined Group following the
Effective Date is also an intention, belief or expectation of the NewRiver
Directors and not of the Capital & Regional Directors.

These statements are not intended as a profit forecast and should not be
interpreted as such. No part of these statements, or this announcement
generally, should be construed or interpreted to mean that the Combined
Group's earnings in the first year following the Effective Date, or in any
subsequent period, would necessarily match or be greater than or be less than
those of NewRiver and/or Capital & Regional for the relevant preceding
financial period or any other period."

Opinion

In our opinion, the Statement has been properly compiled on the basis
stated.

 

The Statement has been made in the context of the disclosures in Part A of
Appendix 5 of the Announcement setting out the basis of the Directors' belief
(including the principal assumptions and sources of information supporting the
Statement and their analysis and explanation of the underlying constituent
elements).

 

This report is required by Rule 28.1(a) of the City Code on Takeovers and
Mergers (the "Code") and is given for the purpose of complying with that
requirement and for no other purpose.

 

Responsibilities

It is the responsibility of the Directors to prepare the Statement in
accordance with the requirements of Rule 28 of the Code.

 

It is our responsibility to form our opinion, as required by Rule 28.1(a) of
the Code, as to whether the Statement has been properly compiled on the basis
stated and to report that opinion to you.

 

Save for any responsibility which we may have to those persons to whom this
report is expressly addressed, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in connection with this report or our statement, required by and
given solely for the purposes of complying with Rule 23.2 of the City Code,
consenting to its inclusion in the Announcement.

Basis of preparation of the Statement

The Statement has been prepared on the basis stated in Part A of Appendix 5 of
the Announcement.

 

Basis of opinion

We conducted our work in accordance with the Standards for Investment
Reporting issued by the Financial Reporting Council ("FRC") in the United
Kingdom. We are independent in accordance with the FRC's Ethical Standard as
applied to Investment Circular Reporting Engagements, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.

 

We have discussed the Statement, together with the basis of the Directors'
belief, with the Directors and Jefferies International Limited. Our work did
not involve any independent examination of any of the financial or other
information underlying the Statement.

 

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Statement has been properly compiled on the basis stated.

 

Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America or
other jurisdictions outside the United Kingdom and accordingly should not be
relied upon as if it had been carried out in accordance with those standards
and practices.

 

We do not express any opinion as to the achievability of the benefits
identified by the Directors in the Statement.

 

Since the Statement and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we express no
opinion as to whether the actual benefits achieved will correspond to those
anticipated in the Statement and the differences may be material.

 

Yours faithfully

 

 

BDO LLP

 

BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127)

Part C

REPORT FROM JEFFERIES ON NEWRIVER QUANTIFIED FINANCIAL BENEFITS STATEMENT

The Board of Directors

NewRiver REIT plc

89 Whitfield Street

London

W1T 4DE

 

24 September 2024

 

Dear NewRiver Directors

Quantified Financial Benefits Statement of NewRiver REIT plc ("NewRiver")

We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") as set out in Part A
of Appendix 5 of the Rule 2.7 announcement dated 24 September 2024 (the
"Announcement"), for which the board of directors of NewRiver (the
"Directors") are solely responsible under Rule 28.3 of the UK City Code on
Takeovers and Mergers (the "Code").

We have discussed the Statement (including the assumptions, bases of
calculation and sources of information referred to therein) with the Directors
and those officers and employees of NewRiver who developed the underlying
plans as well as with BDO LLP ("BDO"). The Statement is subject to uncertainty
as described in the Announcement and our work did not involve an independent
examination of any of the financial or other information underlying the
Statement.

We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of NewRiver, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter.

We do not express any view as to the achievability of the quantified financial
benefits identified by the Directors in the Statement or otherwise.

We have also reviewed the work carried out by BDO and have discussed with them
the opinion set out in Part B of Appendix 5 of the Announcement addressed to
you and us on this matter and the bases of calculation for the Statement.

This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to NewRiver or
its shareholders or any person other than the Directors in respect of the
contents of this letter. We are acting exclusively as financial advisers to
NewRiver and no one else in connection with the offer by NewRiver for Capital
& Regional referred to in the Announcement and it was for the purpose of
complying with Rule 28.1(a)(ii) of the Code that NewRiver requested Jefferies
International Limited to prepare this report on the Statement. No person other
than the Directors can rely on the contents of this letter, and to the fullest
extent permitted by law, we exclude all liability (whether in contract, tort
or otherwise) to any other person, in respect of this letter, its contents or
the work undertaken in connection with this letter or any of the results that
can be derived from this letter or any written or oral information provided in
connection with this letter, and any such liability is expressly disclaimed
except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statement, for which you
as the Directors are solely responsible for purposes of Rule 28 of the Code,
has been prepared with due care and consideration.

Yours faithfully,

 

Jefferies International Limited

appendix 6

COMBINED GROUP DEBT POSITION

                               NewRiver       Capital & Regional      Combined Group(4)

 Gross debt                    £304 million   £199 million            £444 million

 Undrawn facilities            £100 million   £0 million              £100 million

 Average cost of debt(1)       3.5%           4.3%                    3.5%

 Fixed or hedged(1)            100%           98%                     100%

 Unsecured(1)                  100%           0%                      68%

 Weighted average maturity(1)  3.7 years      2.4 years               3.3 years

 ICR(2)                        6.3x           3.6x                    4.5x

 Net debt/EBITDA               5.1x           7.2x                    5.9x-6.0x

 LTV(3)                        31%            46%                     42-43%

Notes:

1.   Excludes £4 million of debt related to associates.

2.   Calculated by comparing actual net property income received versus net
cash interest payable on a 12 month look back basis.

3.   Computed as net debt divided by Gross Asset Value (GAV).

4.   Adjusted for the cash component of the consideration payable pursuant
to the Combination, estimated transaction costs, the net proceeds of the
Placing, the repayment of three Capital & Regional secured loan facilities
totalling £59 million and net pre-tax run-rate recurring annual cost
synergies of £6.2 million.

 

 

appendix 7

ADDITIONAL COMBINED GROUP PORTFOLIO INFORMATION

 As at 30 June 2024(1)      NewRiver          Capital & Regional      Combined Group

 Portfolio Valuation (GAV)  £539 million(2)   £350 million(3)         £889 million(4)

                            ( )

 Contracted Rent            £52 million       £38 million             £90 million

 Net Initial Yield (%)      7.3               7.7                     7.4

 Equivalent Yield (%)       8.6               8.4                     8.5

 Assets                     41                6                       47

Notes:

1.   All figures in table are approximate.

2.   Based on the property valuation reports for NewRiver prepared by Knight
Frank and Colliers, as set out in Parts A and B of Appendix 4 to this
announcement.

3.   Based on the property valuation report for Capital & Regional
prepared by Knight Frank, as set out in Part C of Appendix 4 to this
announcement.

4.   Based on the property valuation reports for each of NewRiver and
Capital & Regional prepared by Knight Frank and Colliers, as set out in
Parts A, B and C of Appendix 4 to this announcement.

appendix 8

TOP 5 TENANTS INFORMATION

 Tenant    NewRiver              Capital & Regional          Combined Group

           Tenant     % of rent  Tenant        % of rent     Tenant     % of rent

 Tenant 1  Poundland  3.3%       Boots         5.4%          Boots      3.7%

 Tenant 2  B&M        2.9%       TK Maxx       3.1%          TK Maxx    2.4%

 Tenant 3  Boots      2.4%       Next          2.5%          B&M        2.3%

 Tenant 4  M&S        2.4%       Primark       2.2%          Poundland  2.1%

 Tenant 5  Iceland    2.1%       H&M           2.2%          Superdrug  1.9%

 

appendix 9

ADDITIONAL PROPERTY INFORMATION DISCLOSURES

 Property             Gross lettable area (sq. ft.)  Vacancy rate (%)  Gross rent per sq. ft.
 Hemel Hempstead      340,000                        14.6              8.41
 Ilford               310,000                        10.2              14.75
 Maidstone            430,000                        9.5               9.06
 The Gyle, Edinburgh  414,000                        5.6               13.32
 Walthamstow          290,000                        5.0               16.02
 Wood Green           630,000                        1.1               17.22
 Total                2,414,000                      6.9               13.54

 

 

 Property name    Location   Effective date of acquisition  Gross lettable area  Gross rental (annum/m(2)) (GBP)  Property value as at 30 June 2024(1)

(m(2))

                                                                                                                  (GBP'm)
 Hemel Hempstead  London     5 February 2016                31 587               90.56                            9.8
 Ilford           London     7 March 2017                   28 800               158.76                           62.3
 Maidstone        London     14 July 2014                   39 948               97.55                            31.3
 Gyle             Edinburgh  6 September 2023               38 462               143.42                           42.0
 Walthamstow      London     14 July 2014                   26 942               172.41                           77.0
 Wood Green       London     14 July 2014                   58 529               185.35                           152.5
 Total                                                      224 268              145.73                           374.9

 

1.         Property values are as per Capital & Regional's June
2024 annual financial results. As part of the Combination, independent
valuations were performed by both Knight Frank and CBRE. As at 30 June 2024,
CBRE valued Capital & Regional's portfolio at £375 million (based on the
property valuation report on Capital & Regional's portfolio prepared by
CBRE, as set out in Part D of Appendix 4 to this announcement). As at 30 June
2024, Knight Frank valued Capital & Regional's portfolio at £350 million
(based on the property valuation report on Capital & Regional's portfolio
prepared by Knight Frank, as set out in Part C of Appendix 4 to this
announcement).

 

 

appendix 10

DEFINITIONS

The following definitions apply throughout this announcement unless the
context requires otherwise:

 Admission                                         admission of the New NewRiver Shares to be issued pursuant to the Combination
                                                   (i) to trading on the Main Market of the London Stock Exchange becoming
                                                   effective in accordance with the LSE Admission Standards; and (ii) to listing
                                                   on the Equity Shares (Commercial Companies) category of the Official List
                                                   becoming effective in accordance with the UK Listing Rules;
 BDO                                               BDO LLP, a limited liability partnership registered in England and Wales (with
                                                   registered number OC305127);
 Business Day                                      any day (excluding any Saturday or Sunday or any public holiday in England and
                                                   Wales and South Africa) on which banks in the City of London and Johannesburg
                                                   are generally open for business;
 Capital & Regional                                Capital & Regional plc, a public limited company incorporated in England
                                                   and Wales with company number 01399411 and whose registered office is at
                                                   138-142 Strand, Strand Bridge House, London WC2R 1HH;
 Capital & Regional Additional Distribution        has the meaning given to it in paragraph 15 of this announcement;
 Capital & Regional Additional Dividend            has the meaning given to it in paragraphs 2 and 15 of this announcement;
 Capital & Regional Board                          the board of Capital & Regional Directors as at the date of this
                                                   announcement or, where the context so requires, the board of Capital &
                                                   Regional Directors from time to time;
 Capital & Regional Confidentiality Agreement      the confidentiality agreement entered into between Capital & Regional and
                                                   NewRiver in relation to the Combination dated 4 June 2024, a summary of which
                                                   is set out in paragraph 14 of this announcement;
 Capital & Regional Directors                      the directors of Capital & Regional as at the date of this announcement
                                                   or, where the context so requires, the directors of Capital & Regional
                                                   from time to time;
 Capital & Regional Forms of Proxy                 the forms of proxy for use in connection with each of the Court Meeting and
                                                   the Capital & Regional General Meeting, which shall accompany the Scheme
                                                   Document;
 Capital & Regional General Meeting                the Capital & Regional General Meeting of Capital & Regional
                                                   Shareholders to be convened in connection with the Scheme to consider and, if
                                                   thought fit, to approve the Capital & Regional Resolution(s) (with or
                                                   without amendment), including any adjournment, postponement or reconvening
                                                   thereof;
 Capital & Regional Group                          Capital & Regional and its subsidiaries and subsidiary undertakings from
                                                   time to time;
 Capital & Regional Interim Dividend               has the meaning given to it in paragraphs 2 and 15 of this announcement;
 Capital & Regional Meetings                       the Court Meeting and the Capital & Regional General Meeting;
 Capital & Regional Resolution(s)                  the resolution(s) to be proposed at the Capital & Regional General Meeting
                                                   necessary to approve and implement the Scheme, including a resolution
                                                   authorising the Capital & Regional Board to take all actions as it may
                                                   consider necessary or appropriate to give effect to the Scheme, a resolution
                                                   to amend the Articles by the adoption and inclusion of a new article under
                                                   which any Capital & Regional Shares issued or transferred after the Scheme
                                                   Record Time (other than to NewRiver and/or its nominees) shall be
                                                   automatically transferred to NewRiver (and, where applicable, for
                                                   consideration to be paid to the transferee or to the original recipient of the
                                                   Capital & Regional Shares so transferred or issued) on the same terms as
                                                   the Combination (other than terms as to timings and formalities);
 Capital & Regional Shareholders                   the registered holders of Capital & Regional Shares from time to time;
 Capital & Regional Share Award                    an option to acquire Capital & Regional Shares granted pursuant to the
                                                   Capital & Regional Share Plans;
 Capital & Regional Share Plans                    (a)          the Capital & Regional plc 2018 Long Term Incentive
                                                   Plan; and

                                                   (b)          the Capital & Regional plc Combined Incentive Plan;
 Capital & Regional Shares                         the ordinary shares of 10 pence each in the capital of Capital & Regional
                                                   from time to time;
 CBRE                                              CBRE Limited;
 Closing Price                                     the closing middle market price of a share as derived from the Daily Official
                                                   List on any particular date;
 Code                                              the City Code on Takeovers and Mergers, as issued from time to time by or on
                                                   behalf of the Panel;
 Colliers                                          Colliers International Property Consultants Limited;
 Combination                                       the proposed acquisition of the entire issued and to be issued ordinary share
                                                   capital of Capital & Regional by NewRiver (other than the Excluded Shares)
                                                   to be implemented by way of the Scheme or, should NewRiver so elect (with the
                                                   consent of the Panel) by way of the Takeover Offer, and, where the context
                                                   admits, any subsequent revision, variation, extension or renewal thereof;
 Combined Group                                    the NewRiver Group as enlarged by the Capital & Regional Group following
                                                   completion of the Combination;
 Companies Act                                     the Companies Act 2006, as amended from time to time;
 Conditions                                        the conditions to the Combination, as set out in Appendix 1 to this
                                                   announcement and to be set out in the Scheme Document;
 Co-operation Agreement                            the agreement dated 24 September 2024 between NewRiver and Capital &
                                                   Regional relating to, among other things, the implementation of the
                                                   Combination, as described in paragraph 14 of this announcement;
 Court                                             the High Court of Justice in England and Wales;
 Court Meeting                                     the meeting or meetings of the Scheme Shareholders convened by order of the
                                                   Court pursuant to section 896 of the Companies Act for the purpose of
                                                   considering and, if thought fit, approving the Scheme (with or without
                                                   amendment) and any adjournment or postponement thereof;
 CREST                                             the relevant system (as defined in the CREST Regulations), in respect of which
                                                   Euroclear UK & International Limited is the Operator (as defined in the
                                                   CREST Regulations) in accordance with which securities may be held and
                                                   transferred in uncertificated form;
 CREST Regulations                                 the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it
                                                   forms part of domestic law of the United Kingdom by virtue of the European
                                                   Union (Withdrawal) Act 2018);
 Daily Official List                               the daily official list of the London Stock Exchange;
 Dealing Disclosure                                an announcement pursuant to Rule 8 of the Code containing details of dealings
                                                   in interests in relevant securities of a party to an offer;
 Deutsche Numis                                    Numis Securities Limited, joint financial adviser, joint Rule 3 adviser and
                                                   joint corporate broker to Capital & Regional;
 Disclosed                                         in respect of Capital & Regional: (a) information disclosed by, or on
                                                   behalf of, Capital & Regional (i) in Capital & Regional's annual
                                                   report and financial statements for the 12 months ended 30 December 2023; (ii)
                                                   in the interim report and results of the Capital & Regional Group for the
                                                   six month period ended on 30 June 2024; (iii) in this announcement; (iv) to
                                                   NewRiver or NewRiver's advisers via management meetings held in connection
                                                   with the Combination; (b) information fairly disclosed in writing between
                                                   NewRiver and Capital & Regional and their respective professional advisers
                                                   prior to the date of this announcement by, or on behalf of, Capital &
                                                   Regional to NewRiver (or their respective officers, employees, agents or
                                                   advisers in their capacity as such), including in the virtual data room, prior
                                                   to 6.00 p.m. on the Last Practicable Date, operated on behalf of Capital &
                                                   Regional and which NewRiver and its advisers are able to access in respect of
                                                   the Combination; and (c) as otherwise publicly announced by Capital &
                                                   Regional prior to the date of this announcement (by the delivery of an
                                                   announcement to a Regulatory Information Service);
 Effective                                         either:

                                                   (a)      if the Combination is implemented by way of the Scheme, the
                                                   Scheme having become effective pursuant to its terms; or

                                                   (b)     if the Combination is implemented by way of a Takeover Offer (with
                                                   Panel consent), the Takeover Offer having been declared, or having become,
                                                   unconditional in accordance with the requirements of the Code;
 Effective Date                                    the date on which the Combination becomes Effective;
 EPRA                                              European Public Real Estate Association;
 Excluded Shares                                   any Capital & Regional Shares:

                                                   (a)      registered in the name of, or beneficially owned by, NewRiver or
                                                   any member of the Wider NewRiver Group or their respective nominees; or

                                                   (b)     held in treasury by Capital & Regional,

                                                   in each case at the relevant time;
 FCA                                               the Financial Conduct Authority;
 FSMA                                              the Financial Services and Markets Act 2000, as amended from time to time;
 Growthpoint                                       Growthpoint Properties Limited;
 ICR                                               interest cover ratio;
 Independent Capital & Regional Directors          the Capital & Regional Directors other than Norbert Leon Sasse and
                                                   Panayiotis (Panico) Theocharides;
 Initial Rule 2.4 Announcement                     the announcement made by Capital & Regional on 23 May 2024 relating to a
                                                   possible offer by, amongst others, NewRiver for Capital & Regional in
                                                   accordance with Rule 2.4 of the Code;
 ISIN                                              the International Securities Identification Number;
 Jefferies                                         Jefferies International Limited, lead financial adviser, and joint corporate
                                                   broker to NewRiver;
 Johannesburg Stock Exchange or JSE                The JSE Limited, a public company incorporated in accordance with the laws of
                                                   South Africa and licensed as an exchange under the South African Financial
                                                   Markets Act, 19 of 2012, or the securities exchange operated by JSE Limited,
                                                   as the context indicates;
 Joint Brokers                                     Panmure Liberum, Jefferies and Shore Capital;
 JSE                                               the Johannesburg Stock Exchange;
 JSE Listing Requirements                          The Listing Requirements issued by the Johannesburg Stock Exchange from time
                                                   to time;
 Kinmont                                           Kinmont Limited, joint financial adviser to NewRiver;
 Knight Frank                                      Knight Frank LLP;
 Last Practicable Date                             close of business on 23 September 2024, being the last Business Day
                                                   immediately prior to the date of this announcement;
 London Stock Exchange                             London Stock Exchange plc;
 Long Stop Date                                    30 April 2025, or such later date as may be agreed in writing between NewRiver
                                                   and Capital & Regional (with the Panel's consent and as the Court may
                                                   allow, if such consent and/or approval is/are required);
 LTV                                               loan-to-value: the outstanding amount of a loan as a percentage of property
                                                   value;
 Main Market                                       the London Stock Exchange's main market for listed securities;
 Market Abuse Regulation                           Regulation (EU) No 596/2014 and the delegated acts, implementing acts,
                                                   technical standards and guidelines thereunder as it forms part of domestic law
                                                   of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
                                                   as amended from time to time;
 New NewRiver Shares                               the NewRiver Shares proposed to be allotted and issued to Scheme Shareholders
                                                   in connection with the Scheme;
 NewRiver                                          NewRiver REIT plc, a public limited company incorporated in England and Wales
                                                   with company number 10221027 and whose registered office is at 89 Whitfield
                                                   Street, London W1T 4DE;
 NewRiver Additional Resolutions                   the shareholder resolutions to be proposed at the NewRiver General Meeting to
                                                   grant authority to the NewRiver Directors to allot new NewRiver Shares on a
                                                   non pre-emptive basis on an ongoing basis until the conclusion of NewRiver's
                                                   annual general meeting in 2025;
 NewRiver Board                                    the board of directors of NewRiver as at the date of this announcement or,
                                                   where the context so requires, the board of directors of NewRiver from time to
                                                   time;
 NewRiver Combination Resolution(s)                the shareholder resolution(s) to be proposed at the NewRiver General Meeting
                                                   to grant authority to the NewRiver Directors to allot New NewRiver Shares in
                                                   connection with the Combination;
 NewRiver Confidentiality Agreement                the confidentiality agreement entered into between NewRiver and Capital &
                                                   Regional in relation to the Combination dated 24 June 2024, a summary of which
                                                   is set out in paragraph 14 of this announcement;
 NewRiver Directors                                the directors of NewRiver as at the date of this announcement or, where the
                                                   context so requires, the directors of NewRiver from time to time;
 NewRiver Forms of Proxy                           the forms of proxy for use in connection with the NewRiver General Meeting,
                                                   which shall accompany the Prospectus;
 NewRiver General Meeting                          the general meeting of NewRiver Shareholders to be convened, amongst other
                                                   things, to consider and, if thought fit, to approve the NewRiver Resolution(s)
                                                   (with or without amendment), including any adjournment, postponement or
                                                   reconvening thereof, and currently expected to be held in November 2024;
 NewRiver Group                                    NewRiver and its subsidiaries and subsidiary undertakings from time to time;
 NewRiver Interim Dividend                         has the meaning given in paragraph 2 of this announcement;
 NewRiver Resolutions                              the NewRiver Combination Resolution(s) and the NewRiver Additional
                                                   Resolutions;
 NewRiver Shareholders                             the holders of NewRiver Shares;
 NewRiver Shares                                   the ordinary shares of one pence each in the capital of NewRiver;
 Offer Document                                    if (with the consent of the Panel, as applicable) NewRiver elects to implement
                                                   the Combination by way of the Takeover Offer, the document to be sent to
                                                   Capital & Regional Shareholders which will contain, inter alia, the terms
                                                   and conditions of the Takeover Offer;
 Offer Period                                      the offer period (as defined in the Code) relating to Capital & Regional
                                                   commencing on 23 May 2024 and ending on the earlier of the Effective Date
                                                   and/or the date on which the Scheme lapses or is withdrawn (or such other date
                                                   as the Panel may decide);
 Offer Period Last Practicable Date                close of business on 22 May 2024, being the last Business Day immediately
                                                   prior to the date of the Initial Rule 2.4 Announcement;
 Official List                                     the Official List of the FCA;
 Overseas Shareholders                             Capital & Regional Shareholders (or a nominee of, or custodian or trustee
                                                   for, Capital & Regional Shareholders) who are resident in, ordinarily
                                                   resident in, or citizens of, jurisdictions outside the United Kingdom;
 Panmure Liberum                                   Panmure Liberum Limited, sole sponsor and joint corporate broker to NewRiver;
 Quantified Financial Benefits Statement           the statements of estimated cost savings and synergies arising out of the
                                                   Combination set out in Appendix 5 to this announcement;
 Panel                                             the UK Panel on Takeovers and Mergers;
 Placing                                           the placing of new NewRiver Shares announced on 18 September 2024 pursuant to
                                                   which NewRiver raised net proceeds of £48.9 million, in aggregate;
 Prospectus                                        the combined circular and prospectus to be published by NewRiver and to be
                                                   sent to NewRiver Shareholders outlining, amongst other things, the Combination
                                                   and containing the notice convening the NewRiver General Meeting and
                                                   information on NewRiver, the Combined Group, Admission and the New NewRiver
                                                   Shares;
 Registrar of Companies                            the Registrar of Companies in England and Wales;
 Regulatory Information Service                    any information service authorised from time to time by the FCA for the
                                                   purpose of disseminating regulatory announcements;
 REIT                                              a real estate investment trust, being a company or group to which Part 12 of
                                                   the CTA 2010 applies (including, where relevant, a REIT Group);
 Restricted Jurisdiction                           any jurisdiction into which, or from which, sending any documents in
                                                   connection with the Combination and/or effecting the Combination, or any
                                                   information relating to the Combination, available would violate the local
                                                   laws or regulations of that jurisdiction resulting in a significant risk of
                                                   civil, regulatory or criminal exposure;
 Scheme                                            the proposed scheme of arrangement under Part 26 of the Companies Act between
                                                   Capital & Regional and Scheme Shareholders to implement the Combination,
                                                   with or subject to any modification, addition or condition approved or imposed
                                                   by the Court and agreed to by Capital & Regional and NewRiver;
 Scheme Court Order                                the order of the Court sanctioning the Scheme under section 899 of the
                                                   Companies Act;
 Scheme Document                                   the document to be dispatched to Capital & Regional Shareholders in
                                                   connection with the Scheme containing, amongst other things, the notices
                                                   convening the Capital & Regional Meetings and including the particulars
                                                   required by section 897 of the Companies Act;
 Scheme Record Time                                the time and date specified as such in the Scheme Document, by reference to
                                                   which the entitlements of Scheme Shareholders under the Scheme will be
                                                   determined, expected to be 6.00 p.m. on the Business Day immediately after the
                                                   date of the Scheme Sanction Hearing, or such later time as NewRiver and
                                                   Capital & Regional may agree;
 Scheme Sanction Hearing                           the hearing of the Court to sanction the Scheme under section 899 of the
                                                   Companies Act, including any adjournment thereof;
 Scheme Shareholders                               holders of Scheme Shares;
 Scheme Shares                                     all Capital & Regional Shares:

                                                   (a)            in issue at the date of the Scheme Document and
                                                   which remain in issue at the Scheme Record Time;

                                                   (b)            (if any) issued after the date of the Scheme
                                                   Document and prior to the Voting Record Time and which remain in issue at the
                                                   Scheme Record Time; and

                                                   (c)            (if any) issued at or after the Voting Record Time
                                                   and at or prior to the Scheme Record Time on terms that the original or any
                                                   subsequent holder thereof is bound by the Scheme, or in respect of which their
                                                   holders are, or shall have agreed in writing to be, bound by the Scheme and
                                                   which remain in issue at the Scheme Record Time,

                                                   but, in each case, excluding any Excluded Shares;
 SENS                                              the Stock Exchange News Service of the Johannesburg Stock Exchange;
 Shore Capital                                     Shore Capital Stockbrokers Limited, joint corporate broker to NewRiver;
 South Africa                                      the Republic of South Africa;
 South African Register                            the branch register of Capital & Regional Shareholders maintained by or on
                                                   behalf of Capital & Regional pursuant to its secondary listing on the JSE;
 Stifel                                            Stifel Nicolaus Europe Limited, joint financial adviser, joint Rule 3 adviser
                                                   and joint corporate broker to Capital & Regional;
 STRATE                                            the settlement and clearing system used by the Johannesburg Stock Exchange,
                                                   managed by Strate Proprietary Limited, a limited liability company duly
                                                   incorporated and registered under the laws of South Africa under registration
                                                   number 1998/022242/07, and licensed as a central securities depositary under
                                                   the South African Financial Markets Act, 19 of 2012;
 Substantial Interest                              a direct or indirect interest in 20 per cent. or more of the voting equity
                                                   share capital of an undertaking;
 Takeover Offer                                    if (with the consent of the Panel as applicable) NewRiver elects to implement
                                                   the Combination by way of a takeover offer as defined in Chapter 3 of Part 28
                                                   of the Companies Act, the offer to be made by or on behalf of NewRiver to
                                                   acquire the entire issued and to be issued ordinary share capital of Capital
                                                   & Regional and, where the context admits, any subsequent revision,
                                                   variation, extension or renewal of such offer;
 UFFO                                              underlying funds from operations;
 UK or United Kingdom                              the United Kingdom of Great Britain and Northern Ireland;
 UK Listing Rules                                  the UK listing rules, made by the FCA under Part 6 of FSMA, as amended from
                                                   time to time, and the UK Listing Rules Instrument 2024 (FCA 2024/23);
 uncertified or in uncertificated form             a share or other security title to which is recorded in the relevant register
                                                   of the share or security as being held in uncertificated form, in CREST, and
                                                   title to which, by virtue of the CREST Regulations may be transferred by means
                                                   of CREST;
 US Exchange Act                                   the US Securities Exchange Act 1934, as amended, and the rules and regulations
                                                   promulgated thereunder;
 Voting Record Time                                the time and date specified as such in the Scheme Document by reference to
                                                   which entitlement to vote at the Court Meeting will be determined;
 VWAP                                              volume-weighted average share price;
 Wider NewRiver Group                              NewRiver, its subsidiary undertakings and associated undertakings (including
                                                   any joint venture, partnership, firm or company) in which NewRiver and/or such
                                                   undertakings (aggregating their interests) have a Substantial Interest; and
 Wider Capital & Regional Group                    Capital & Regional, its subsidiary undertakings and associated
                                                   undertakings (including any joint venture, partnership, firm or company) in
                                                   which Capital & Regional and/or such undertakings (aggregating their
                                                   interests) have a Substantial Interest.

All references to time in this announcement are to London time unless
otherwise stated.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.

All references to "South African Rand" are to the lawful currency of South
Africa.

A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "equity share capital" have the meanings given by the
Companies Act.

References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.

References to the singular include the plural and vice versa.

 

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