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

FOR IMMEDIATE RELEASE

6 December 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

INDICATIVE GBP/RAND EXCHANGE RATE

As announced on 13 November 2024, Capital & Regional is required, for South African regulatory reasons and for the benefit of the South African market, to publish an indicative GBP/Rand Exchange Rate, in respect of the cash component of the Combination Consideration to be paid to Capital & Regional Shareholders on the South African Register. 

For the purposes of settling the cash component of the Combination Consideration due to Capital & Regional Shareholders on the South African Register in South African Rand, the indicative exchange rate is 1 GBP: 22.9865 Rand, which is based on the exchange spot rate obtained by or on behalf of NewRiver on 5 December 2024. 

The final GBP/Rand Exchange Rate for the purposes of settling the cash component of the Combination Consideration due to Capital & Regional Shareholders on the South African Register in South African Rand will be published on a Regulatory Information Service and on SENS on 10 December 2024.

An updated timetable of certain principal events concerning Capital & Regional Shareholders on the South African Register will be announced on 10 December 2024.

An announcement regarding the Court Sanction of the Scheme will be made as soon as practicable on a Regulatory Information Service following the Court hearing today.  To the extent that occurs after trading on the JSE has closed in South Africa, an announcement will be made on SENS prior to the opening of trading on the JSE on 9 December 2024.

General

Unless otherwise defined, all capitalised terms in this announcement ("Announcement") shall have the same meaning given to them in the Scheme Document, a copy of which is available on Capital & Regional's website at https://capreg.com/investor-info/possible-offer/.

Enquiries

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Capital & Regional in connection with the Combination.

Eversheds Sutherland (International) LLP is acting as legal adviser to NewRiver in connection with the Combination.

Capital & Regional is listed on the main market of the London Stock Exchange and has a secondary listing on the Johannesburg Stock Exchange.

Disclaimers

Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("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. No representation or warranty, express or implied, is made by Deutsche Numis as to the contents of this document.

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.

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 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.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Combination or otherwise, nor shall there be any purchase, sale, issuance, transfer or exchange of securities of Capital & Regional or such solicitation in any jurisdiction in contravention of applicable law. The Combination is being made solely by means of the Scheme Document.

The Combination will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Johannesburg Stock Exchange and the FCA.  

This Announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

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 independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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 jurisdictions other than the United Kingdom and South Africa may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom or South Africa or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions. Capital & Regional Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by NewRiver or required by the Code, and permitted by applicable law and regulation, participation in the Combination will not be made available, and the New NewRiver Shares to be issued pursuant to the Combination will not be issued, 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, or procure the vote, in favour of the Combination by any such use, means, instrumentality or form from within a Restricted Jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of all documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or any other related document to any jurisdiction other than the United Kingdom and South Africa should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

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, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or 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 from within any Restricted Jurisdiction.

The availability of the New NewRiver Shares under the Combination to Capital & Regional Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable legal and/or regulatory requirements.

For those Capital & Regional Shareholders who hold their Capital & Regional Shares on the South African Register, it is anticipated that, as a consequence of certain South African regulatory requirements which make it unduly onerous for NewRiver to allot and issue the New NewRiver Shares to which they would otherwise be entitled pursuant to the terms of the Combination, such Capital & Regional Shareholders will not receive such New NewRiver Shares and will instead receive a cash sum in South African Rand, further details of which are set out in the Scheme Document. Capital & Regional Shareholders on the South African Register who wish to receive New NewRiver Shares can do so by transferring their shareholding to an equivalent interest on the UK Register, provided that their foreign exposure falls within their foreign portfolio investment allowance or foreign allowance, respectively. The costs associated with the removal of shares from the South African Register to the UK Register will be borne by the Capital & Regional Shareholder concerned.

Each Capital & Regional Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Combination.

The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice.

Notice to US investors in Capital & Regional

Capital & Regional Shareholders located in the United States should note that the Combination relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement under English 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 Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

The Combination may, in circumstances described in the Scheme Document, instead be carried out by way of a Takeover Offer under English law. If in the future NewRiver exercises its right to implement the Combination by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. Such Takeover Offer would be made in the United States by NewRiver and no one else. In addition to any such Takeover Offer, in accordance with normal practice in the United Kingdom, NewRiver, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Capital & Regional Shares outside the United States, other than pursuant to the Takeover Offer, until the date on which such Takeover Offer would become effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and on SENS and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The financial information included in this Announcement, the Scheme Document and other documentation related to the Combination has been or will have been prepared in accordance with IFRS and thus may not be comparable to 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 to be issued pursuant to the Scheme in connection with the Combination will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof Capital & Regional will advise the Court that its sanction of the Scheme will be relied upon by NewRiver as an approval of the scheme of arrangement following a hearing on its fairness to Capital & Regional Shareholders at which hearing all such 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 Capital & Regional Shareholders.

The New NewRiver Shares to be issued to Capital & Regional Shareholders in connection with the Combination pursuant to a scheme of arrangement under English law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders of Capital & Regional or of NewRiver prior to, or of NewRiver after, the Effective Date. Capital & Regional Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisers prior to any resale of New NewRiver Shares received under the Scheme.

None of the securities referred to in the Scheme Document 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 the Scheme or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US holders of Capital & Regional Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein, as well as foreign and other tax consequences. US holders of Capital & Regional Shares are urged to consult with independent professional advisers regarding the legal, tax and financial consequences of the Combination applicable to them.

It may be difficult for US holders of Capital & Regional Shares to enforce their rights and claims arising out of the US federal securities laws since NewRiver and Capital & Regional are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Capital & Regional Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. 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 judgment.

Forward-looking Statements

This Announcement, any oral statements made by Capital & Regional or NewRiver in relation to the Combination, and other information published by Capital & Regional or NewRiver may contain statements about Capital & Regional and/or NewRiver and/or the Combined Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "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; (ii) business and management strategies and the expansion and growth of Capital & Regional's or NewRiver's or the Combined Group's operations and potential synergies resulting from the Combination; and (iii) the effects of government regulation on Capital & Regional's or NewRiver's or the Combined Group's business.

These forward-looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and/or the operations of Capital & Regional, NewRiver or the Combined Group and are based on certain assumptions and assessments made by Capital & Regional and NewRiver in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely.

There are several factors which could cause actual results to differ materially from those projected, expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are the satisfaction of or failure to satisfy all or any of the conditions to the Combination, as well as additional factors, such as changes in the global, political, economic, business, competitive, market and regulatory forces, fluctuations in exchange and interest rates, changes in tax rates and future business acquisitions or disposals, the success of business and operating initiatives and restructuring objectives and the outcome of any litigation. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Capital & Regional or NewRiver.

Neither Capital & Regional nor NewRiver, or any of their respective associates or directors, officers, employees 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Capital & Regional or NewRiver or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Capital & Regional and NewRiver disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law or by the rules of any competent regulatory authority, 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, 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.

Publication on a website and requesting hard copy documents

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Code 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/ and on NewRiver's website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/ by no later than 12.00 p.m. (London time) on the Business Day following the date of this Announcement.

In accordance with Rule 30.3 of the Code, Capital & Regional Shareholders on the UK Register and any persons with information rights may request a hard copy of documents, announcements and information relating to the Combination (including information incorporated by reference into such documents by reference to another source) free of charge, by contacting Capital & Regional's registrar, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by calling Equiniti on +44 (0) 371 384 2050. For deaf and speech impaired shareholders, calls are welcomed via Relay UK. Please see www.relayuk.bt.com for more information. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Equiniti cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. For persons who receive documents in electronic form or via a website notification, hard copies 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.

Capital & Regional Shareholders on the South African Register may request hard copies of documents by contacting JSE Investor Services at One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or by calling JSE Investor Services on 0861472644 (from within South Africa) and +27 11 029 0112 (from outside South Africa) between 8.00 a.m. and 4.30 p.m. (South African standard 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.

Save as expressly referred to in this Announcement, the contents of the aforementioned websites, and any websites accessible from hyperlinks on those websites, are not incorporated into and do not form part of this Announcement.

Information relating to Capital & Regional Shareholders

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