REG - Panmure Liberum Ltd. NewRiver REIT plc - Result Of Secondary Placing

Newriver ReitAnnouncement

Yesterday 17:45

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RNS Number : 2462V  Panmure Liberum Limited  13 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN
OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR IN ANY OTHER JURISDICTION.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME
AS A MATTER OF UK LAW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

RESULT OF SECONDARY PLACING OF 67.4 MILLION ORDINARY SHARES IN NEWRIVER REIT
PLC

 

 

Growthpoint Properties Limited (the "Selling Shareholder"), announces that it
has successfully completed the sale of 67.4 million ordinary shares in the
capital of NewRiver REIT plc ("NewRiver"), representing approximately 14.2%
of NewRiver's issued ordinary share capital, at a price of 75 pence per share
(the "Placing Price") raising gross sale proceeds of £50.5 million (the
"Placing").

 

Following the Placing, the Selling Shareholder has fully exited from its
shareholding in NewRiver.

 

The Placing was underpinned by strong support from existing shareholders, and
certain non-holders.

 

Panmure Liberum Limited ("Panmure Liberum") acted as Sole Bookrunner for the
Selling Shareholder in connection with the Placing.

 

The trade date for the Placing will be today, 13 August 2025 and settlement is
expected to occur on 15 August 2025.

 

NewRiver will not receive any proceeds from the Placing.

 

Enquiries:

 

 Panmure Liberum (Sole Bookrunner to the Selling Shareholder)              +44 20 3100 2000

 Jamie Richards, David Watkins, Amrit Mahbubani, Nikhil Varghese, Shalin
 Bhamra

 

IMPORTANT NOTICE

 

Members of the public are not eligible to take part in the Placing. This
announcement is for information purposes only and is directed only at: (a)
persons in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(e) of regulation (EU)
2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the
United Kingdom, persons who (i) have 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, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or trustees of
high value trusts as described in Article 49(2) of the order and (ii) are
"Qualified Investors" as defined in prospectus regulation as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate it
(each a "Relevant Person"). No other person should act or rely on this
announcement and persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement relates is available only to relevant persons and
will be engaged in only with relevant persons. The announcement does not
itself constitute an offer for sale of any securities.

 

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. No action has been taken that would
permit an offering of the Placing Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

 

The Placing Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" to persons who are not "U.S. persons" within the meaning of and
pursuant to Regulation S under the Securities Act; and (ii) within the United
States only to persons who are reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act) and
who are also "qualified purchasers" (as defined in Section 2(a)(51)(A) of the
US Investment Company Act of 1940, as amended) who have delivered to Panmure
Liberum a US Investor Letter substantially in the form provided to it pursuant
to an exemption from, or in a transaction not subject to, registration under
the Securities Act. No public offering of the Placing Shares will be made in
the United States or elsewhere.

 

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

The Company may be a "passive foreign investment company" for U.S. federal
income tax purposes (a "PFIC") for the current taxable year and future taxable
years, which could result in adverse U.S. federal income tax consequences for
a "United States person" (as defined for U.S. federal income tax purposes)
that owns, or will own, Ordinary Shares.  A non-U.S. corporation, such as the
Company, is considered to be a PFIC for any taxable year if either (i) at
least 75 per cent. of its gross income for such year is passive income or (ii)
at least 50 per cent. of the value of its average quarterly assets, generally
determined based on the fair market value of its assets, during such year is
attributable to assets that produce or are held for the production of passive
income.  For purposes of these tests, passive income generally includes rents
and royalties other than rents and royalties that are received from unrelated
parties and are derived in the active conduct of a trade or business,
dividends, interest, and gains from the sale or exchange of investment
property.  If a non-U.S. corporation owns at least 25 per cent. by value of
the stock of another corporation, the non-U.S. corporation is treated for
purposes of these tests as owning its proportionate share of the assets of the
other corporation, and as receiving directly its proportionate share of the
other corporation's income.  The Company has not undertaken any determination
as to whether it has been a PFIC, currently is a PFIC or may become a PFIC in
the future, and the Company currently does not intend to operate in a manner
that avoids, or will avoid, its being a PFIC currently or in the future.  If
the Company were a PFIC for any taxable year during which a United States
person owns Ordinary Shares, various adverse U.S. federal income tax
consequences could apply to such United States person, including increased
U.S. federal income tax liabilities and reporting obligations.  Certain
elections may be available to a United States person that may mitigate the
adverse U.S. federal income tax consequences of the Company's being a PFIC,
however, the Company may not provide information necessary for U.S. holders to
make a qualified electing fund election and, as such, such election may not be
available. United States persons should consult their own tax advisors about
application of the PFIC rules to an investment in the Ordinary Shares.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision in connection with the Placing must
be made on the basis of all publicly available information relating to
NewRiver's shares. Such information has not been independently verified. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness.

 

In connection with the Placing, Panmure Liberum or any of their affiliates may
take up a portion of the Placing Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for its own accounts such
Placing Shares and other securities of NewRiver or related investments in
connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by the Sole Bookrunner and any
of their respective affiliates acting as investors for their own accounts. The
Sole Bookrunner does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

 

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in NewRiver or its
shares.

 

Panmure Liberum is authorised and regulated by the Financial Conduct
Authority. Panmure Liberum is acting for the Selling Shareholder only in
connection with the Placing and no one else, and will not be responsible to
anyone other than the Selling Shareholder for providing the protections
offered to clients of Panmure Liberum nor for providing advice in relation to
the Placing Shares or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

 

 

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