REG - NewRiver REIT plc - Results of Placing and REX Retail Offer

Newriver ReitAnnouncement

19/09/2024 07:00

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RNS Number : 8476E  NewRiver REIT PLC  19 September 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

19 September 2024

NewRiver REIT plc ("NewRiver" or the "Company")

 

Results of Placing and REX Retail Offer

 

Further to the announcement on 18 September 2024 relating to the launch of a
cash placing to institutional and certain other investors (the "Placing"),
NewRiver is pleased to announce the results of the Placing and the separate
offer to existing retail shareholders via the REX portal (the "REX Retail
Offer").

Placing

A total of 62,288,618 new ordinary shares of one pence each in the Company
(the "Placing Shares") representing approximately 19.75 per cent. of the
Company's existing issued ordinary share capital (excluding any treasury
shares and the REX Retail Offer Shares (as defined below)) have been placed at
a price of 80 pence per Placing Share (the "Placing Price") raising proceeds
of approximately £49.8 million (before expenses).

Jefferies International Limited ("Jefferies"), Panmure Liberum Limited
("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital")
(together, the "Banks") are acting as joint global co-ordinators, joint
bookrunners and joint corporate brokers in connection with the Placing.

REX Retail Offer

In addition, a total of 448,582 new ordinary shares of one pence each in the
Company (the "REX Retail Offer Shares") representing approximately 0.14 per
cent. of the Company's existing issued ordinary share capital (excluding any
treasury shares and the Placing Shares) have been placed at the Placing Price
raising proceeds of approximately £0.4 million (before expenses).

Total gross proceeds from the Placing and the REX Retail Offer are therefore
approximately £50.2 million (before expenses). In addition, as described
further below, certain directors of the Company have subscribed for ordinary
shares at the Placing Price.

The Placing Shares and the REX Retail Offer Shares, when issued, will be fully
paid and will rank pari passu in all respects with each other and with the
existing NewRiver Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or paid after the
date of their issue.

Admission

Applications have been made for admission of the Placing Shares and the REX
Retail Offer Shares to the Equity Shares (Commercial Companies) category of
the Official List of the Financial Conduct Authority (the "FCA") and to
trading on the main market for listed securities of the London Stock Exchange
plc ("LSE") (together, "Admission"). It is expected that Admission will take
place at 8.00 a.m. on 23 September 2024, at which time dealings in the
Placing Shares and the REX Retail Offer Shares will commence.

The Placing and the REX Retail Offer are conditional upon, amongst other
things, Admission becoming effective and upon the placing agreement between
the Company and the Banks becoming unconditional and not being terminated in
accordance with its terms.

Total voting rights

The Company's existing issued share capital consists of 315,439,468 Ordinary
Shares of one pence each with voting rights, of which 3,109,959 ordinary
shares are held in the Employee Benefit Trust.

Following Admission, the Company will have 378,176,668 Ordinary Shares in
issue. There are no Ordinary Shares held in treasury.

Therefore, the Company hereby confirms that the total number of voting rights
in the Company will, following Admission, be 375,066,709. Following Admission,
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

Allan Lockhart, Chief Executive Officer of NewRiver, commented:

"This successful placing to support our proposed offer for Capital &
Regional further underpins our belief in the strategic rationale for the
transaction. We would like to thank our investors for their support during
this fundraising process, which we believe will contribute to the future
growth and success of NewRiver."

Director, senior management and persons discharging managerial
responsibilities ("PDMRs") subscriptions

Certain directors, senior management and PDMRs of the Company have subscribed
for 484,748 Placing Shares, in aggregate, at the Placing Price, as follows:

 Name             Subscription amount (number of Placing Shares)
 Lynn Fordham     187,500
 Allan Lockhart   104,602
 Will Hobman      70,596
 Karen Miller     18,750
 Charlie Parker   10,000
 Morgan Garfield  31,250
 Mark Robinson    31,250
 Edith Monfries   30,800

 

For further information, please contact:

 

 NewRiver REIT plc                                                        +44 (0)20 3328 5800

 Allan Lockhart (Chief Executive)

 Will Hobman (Chief Financial Officer)

 Jefferies International Limited (Lead Financial Adviser, Joint Global    +44 (0)20 7029 8600
 Co-ordinator and Joint Bookrunner)

 Philip Noblet

 Rishi Bhuchar

 Ed Matthews

 Andrew Morris

 William Brown

 Panmure Liberum Limited (Sponsor, Joint Global Co-ordinator and Joint    +44 (0)20 3100 2000
 Bookrunner)

 Jamie Richards

 David Watkins

 Amrit Mahbubani

 Nikhil Varghese

 Shore Capital Stockbrokers Limited (Joint Global Co-ordinator and Joint   +44 (0)20 7408 4090
 Bookrunner)

 Mark Percy (Corporate Advisor)

 James Thomas (Corporate Advisor)

 Ben Canning (Corporate Broking)

 Malachy McEntyre (Corporate Broking)

 REX Retail                                                               Info@rexretail.com

 FTI Consulting                                                           +44 (0)20 3727 1000

 Dido Laurimore

 Giles Barrie

Capitalised terms used but not defined in this announcement (the
"Announcement") shall have the meanings given to them in the announcements
relating to the launch of the Placing and the REX Retail Offer released on 18
September 2024.

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 ("EU MAR") as it forms part of the law
of England and Wales by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). This Announcement has been authorised for release by the
Board of Directors of NewRiver.

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of Issuer       NewRiver REIT plc
 Transaction details  In aggregate, 62,737,200 new Ordinary Shares (comprising 62,288,618 Placing
                      Shares and 448,582 REX Retail Offer Shares) will be issued, representing
                      approximately 19.89 per cent. of NewRiver's existing issued share capital.

                      Settlement for the new Ordinary Shares and Admission is expected to take place
                      on or before 8.00 a.m. on 23 September 2024 (London Time).
 Use of proceeds      The net proceeds of the Placing and REX Retail Offer will be used to fund, in
                      part, the cash component of the consideration payable pursuant to the Proposed
                      Combination.
 Quantum of proceeds  In aggregate, the Placing and REX Retail Offer raised gross proceeds of
                      approximately £50.2 million and estimated net proceeds of approximately
                      £48.6 million.
 Discount             The Placing Price of 80.0 pence represents a premium of approximately 0.6 per
                      cent. to the closing share price of 79.5 pence on 18 September 2024
 Allocations          Soft pre-emption has been adhered to in the allocations process. Management
                      was involved in the allocations process, which has been carried out in
                      compliance with the MiFID II Allocation requirements. Allocations made outside
                      of soft pre-emption were preferentially directed towards existing shareholders
                      in excess of their pro rata, or new shareholders from a long perspective and
                      wall-crossed accounts.
 Consultation         Jefferies, Panmure Liberum, and Shore Capital undertook a pre-launch
                      wall-crossing process, including consultation with major shareholders, to the
                      extent reasonably practicable and permitted by law.
 Retail investors     The capital raise included a Retail Offer via intermediaries of up to £6.7
                      million. Retail investors, who participated in the Retail Offer, were able to
                      do so at the same Placing Price and on the same timetable as other investors
                      participating in the Placing.

                      The Retail Offer was made available to existing shareholders in the UK.
                      Investors had the ability to participate in this transaction through ISAs and
                      SIPPs, as well as General Investment Accounts (GIAs).

                      Allocations in the Retail Offer were in keeping with the principle of soft
                      pre-emption.

 

 

IMPORTANT NOTICES

 

No action has been taken by the Company, any of the Banks or any of its or
their respective Affiliates, or any of its or their respective agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Banks
to inform themselves about, and to observe, such restrictions.

No prospectus has been, or will be, made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") and
the Prospectus Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal Act) 2018 ("UK Prospectus Regulation")). Persons
needing advice should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.

Members of the public are not eligible to take part in the Placing. In member
states of the European Economic Area ("EEA"), this Announcement is directed
only at and may only be communicated to persons who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation ("qualified
investors"). In the United Kingdom, this Announcement is directed only at
qualified investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii) persons to
whom it may otherwise lawfully be communicated (together, "relevant persons").
Any investment or investment activity to which this Announcement relates is
only available to and will only be engaged with in the member states of the
EEA by qualified investors and in the United Kingdom by relevant persons. This
Announcement must not be acted on or relied on by persons in member states of
the EEA who are not qualified investors or by persons in the United Kingdom
who are not relevant persons.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in Australia, the Republic of South Africa or
Japan or any other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such jurisdiction.

Forward-looking statements

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes'", "expects", "aims", "intends", "anticipates",
"estimates", "projects", "will", "may", "would", "could" or "should", or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; and (ii) business and management
strategies and the expansion and growth of the Company's operations. Such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this Announcement may not occur. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement.  The Company, its Directors and the Banks each expressly
disclaim any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the UK listing rules, made by the FCA under Part 6 of the Financial Services
and Markets Act 2000, as amended from time to time, and the UK Listing Rules
Instrument 2024 (FCA 2024/23), UK MAR, EU MAR, the DTRs, the rules of the
London Stock Exchange or the FCA.

Jefferies International Limited ("Jefferies"), 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 matters referred to in this
Announcement and shall not be responsible to anyone other than NewRiver for
providing the protections afforded to clients of Jefferies, nor for providing
advice in connection with the matters referred to in this Announcement.
Neither Jefferies 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 Jefferies in connection with
the matters referred to in this Announcement, any statement contained herein
or otherwise.

Panmure Liberum Limited ("Panmure Liberum"), 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 matters described in this Announcement.
Panmure Liberum will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the matters described in
this Announcement and will not be responsible to anyone other than NewRiver
for providing the protections afforded to its clients or for providing any
advice in relation to matters or arrangements referred to herein. Neither
Panmure Liberum 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 Panmure Liberum in connection with the
matters referred to in this Announcement, any statement contained herein or
otherwise.

Shore Capital Stockbrokers Limited ("Shore Capital"), 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 matters referred to in this
Announcement and shall not be responsible to anyone other than NewRiver for
providing the protections afforded to clients of Shore Capital, nor for
providing advice in connection with the matters referred to in this
Announcement or any matter referred to herein. Neither Shore Capital 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 Shore Capital in connection with the matters referred to in this
Announcement, any statement contained herein or otherwise.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Jefferies, Panmure Liberum, Shore Capital or by any of its or
their respective Affiliates or any of its or their respective directors,
officers, employees, agents or advisers as to, or in relation to, the accuracy
or completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The price of shares and any
income expected from them may go down as well as up and investors may not get
back the full amount invested upon disposal of the shares. Past performance is
no guide to future performance. The contents of this Announcement are not to
be construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.

Any indication in this Announcement of the price at which NewRiver Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

In connection with the Placing, each of the Banks and any of their respective
Affiliates may take up a portion of the shares of the Company in the Placing
as a principal position and in that capacity may retain, purchase or sell for
its own account such shares and other securities of the Company or related
investments and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
the Banks or any of their respective Affiliates acting in such capacity. In
addition, either of the Banks or any of their respective Affiliates may enter
into financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such Banks or any of their
respective Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. None of the Banks, or
any of their respective Affiliates, intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the 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 and regulations of
any jurisdiction outside the United Kingdom.

Overseas shareholders

The offer and sale of the Placing Shares in Canada is being made on a private
placement basis only pursuant to an exemption from the requirement that the
Company prepares and files a prospectus under applicable Canadian securities
laws. No prospectus has been or will be filed with any securities commission
or other securities regulatory authority in any jurisdiction in Canada in
connection with the offer or sale of the Placing Shares. In Canada, this
Announcement is only directed at and is only being distributed to persons in
or resident in the Province of Alberta, British Columbia, Ontario or Quebec
purchasing, or deemed to be purchasing, as principal that are accredited
investors as defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or section 73.3(1) of the Securities Act (Ontario), as applicable,
that are not created or used solely to purchase or hold the Shares as an
accredited investor under NI 45-106, and that are "permitted clients" as
defined section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations (such persons, "Accredited
Investors").

No prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; no prospectus has been or will be
filed with any securities commission or other securities regulatory authority
in any jurisdiction in Canada; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, the Republic of South Africa or
Japan.  Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, the Republic
of South Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.

UK product governance requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of
professional clients as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients
who do not meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the "UK target
market assessment"). Notwithstanding the UK target market assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK target market assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the placing. Furthermore, it is
noted that, notwithstanding the UK target market assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK target market
assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b)
a recommendation to any investor or group of investors to invest in, or
purchase or take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own UK target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.

EU product governance requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

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