REG - NewRiver REIT plc - Notice of General Meeting

Newriver ReitAnnouncement

Yesterday 15:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260205:nRSE9381Ra&default-theme=true

RNS Number : 9381R  NewRiver REIT PLC  05 February 2026

NewRiver REIT plc

("NewRiver" or the "Company")

 

Proposed general authority for market purchases of own shares

 

and

 

Notice of General Meeting

 

NewRiver REIT plc ("NewRiver"), a leading Real Estate Investment Trust
specialising in buying, managing and developing resilient retail assets
throughout the UK, announces that it has today posted to shareholders a
circular (the "Circular") containing a notice convening a general meeting of
the Company to be held at the offices of Eversheds Sutherland (International)
LLP, One Wood Street, London EC2V 7WS at 4.00 p.m. on 24 February 2026 (the
"General Meeting").

 

The General Meeting is being convened for the purpose of seeking general
authority for the Company to make market purchases of its own ordinary shares
("Ordinary Shares"), limited to up to 10 per cent of the Company's issued
ordinary share capital (the "Share Buyback Authority").

 

The Company has no current plans to commence any share buyback programme or
otherwise to undertake any share buybacks, but the Directors consider that the
Company should seek the Share Buyback Authority in order to give the Company
the flexibility to be able to purchase its Ordinary Shares in the event that
it may become appropriate to do so.

 

Reasons for the Share Buyback Authority

 

Following the completion of the Company's acquisition of Capital &
Regional plc in December 2024, Growthpoint Properties Limited ("Growthpoint")
became the Company's largest shareholder, holding approximately 14.2 per cent.
of its issued share capital. In August 2025, when Growthpoint announced its
intention to dispose of a minimum of approximately 47.7 million of the
approximately 67.4 million shares held in NewRiver at 75 pence per share, the
Company purchased, and subsequently cancelled, approximately 47.7 million
shares, with the remainder of Growthpoint's holding purchased by new and
existing shareholders, including the Company's Employee Benefit Trust. The
purchase price represented a discount of 26 per cent. to March 2025 EPRA NTA
per Ordinary Share and so the transaction was accretive to net tangible assets
per Ordinary Share and UFFO per Ordinary Share. The purchase of Growthpoint's
shareholding utilised all of the share buyback authority that had been granted
to the Company at its Annual General Meeting on 31 July 2025, meaning that the
Company currently has no scope for undertaking any further share buybacks
until its next Annual General Meeting in the summer of 2026 when a resolution
to grant the Company a new share buyback authority would be proposed.

 

In its half yearly report for the six months ended 30 September 2025, the
Company announced an EPRA NTA per Ordinary Share of 104 pence. As at 2
February 2026, the Company's share price was 72 pence per Ordinary Share,
representing a 30.8 per cent. discount to the reported EPRA NTA per Ordinary
Share. While the Company has no current plans to commence any share buyback
programme or otherwise to undertake any share buybacks, in light of the size
of this discount and in line with normal corporate practice, the Directors
consider that the Company should seek the Share Buyback Authority in order to
give the Company the flexibility to be able to purchase its Ordinary Shares in
the event that it may become appropriate to do so.

 

Pursuant to the resolution to be proposed at the General Meeting (the
"Resolution"), which will be proposed as a special resolution, the Company
will be given power to make purchases in the market of its own Ordinary Shares
provided that (i) the maximum number of Ordinary Shares which may be purchased
is 43,305,344, being approximately 10 per cent. of the Company's total issued
share capital; (ii) the minimum price which may be paid for a share is one
penny, being the nominal value of an Ordinary Share; and (iii) the maximum
price which may be paid for an Ordinary Share is an amount equal to the higher
of (a) 105 per cent. of the average of the mid-market quotations for an
Ordinary Share for the five Business Days immediately preceding the date on
which any Ordinary Share is purchased or (b) the higher of the price of the
last independent trade and the highest current bid on the trading venue where
the purchase is carried out.

 

If the Resolution is passed, the Share Buyback Authority will expire on the
date which is 15 months after the Resolution is passed or at the end of the
Company's Annual General Meeting in 2026, whichever is the earlier.

 

The Directors consider it desirable and in the Company's interests for
Shareholders to grant to the Company the Share Buyback Authority to enable it
to purchase its own shares within the limits set out above. As stated above,
the Directors have no current plans to utilise the Share Buyback Authority
and, if granted, it would only be exercised if and when conditions are
favourable, with a view to enhancing the EPRA NTA per Ordinary Share and UFFO
per Ordinary Share of the Company.

 

A copy of the Circular containing the notice to convene the General Meeting,
and instructions as to how shareholders may vote on the Resolution to be
proposed at the General Meeting, will shortly be available on the Company's
website at www.nrr.co.uk (http://www.nrr.co.uk) and on the National Storage
Mechanism.

 

Save where otherwise defined in this announcement, capitalised terms and
expressions used in this announcement have the meanings given to them in the
Circular.

 

-Ends-

For further information

 NewRiver REIT plc                             +44 (0)20 3328 5800
 Allan Lockhart (Chief Executive)

 Will Hobman (Chief Financial Officer)

 

 FTI Consulting              +44 (0)20 3727 1000
 Dido Laurimore

 Eve Kirmatzis

About NewRiver

NewRiver REIT plc ("NewRiver") is a leading Real Estate Investment Trust
specialising in buying, managing and developing resilient retail assets
throughout the UK.

Following the completion of its acquisition of Capital & Regional in
December 2024, NewRiver has a £0.8 billion UK wide portfolio covering 7.1
million sq ft, comprising 24 community shopping centres and 12 conveniently
located retail parks occupied by tenants predominately focused on essential
goods and services. In addition, we manage 19 shopping centres and 17 retail
parks on behalf of Capital Partners, taking our total Assets Under Management
to £2.3 billion. Our objective is to own and manage the most resilient retail
portfolio in the UK, focused on retail parks, core shopping centres and
regeneration opportunities to deliver long-term attractive recurring income
returns and capital growth for our shareholders.

NewRiver is listed on the Equity Shares (Commercial Companies) category of the
Main Market of the London Stock Exchange (ticker: NRR). Visit www.nrr.co.uk
(http://www.nrr.co.uk) for further information.

LEI Number: 2138004GX1VAUMH66L31

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGAKPBQQBKDNBK



            Copyright 2019 Regulatory News Service, all rights reserved