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

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.

Enquiries

NewRiver REIT plc
Allan Lockhart (Chief Executive) Will Hobman (Chief Financial Officer)	+44 20 3328 5800
Jefferies International Limited (Lead Financial Adviser and Joint Corporate Broker to NewRiver)
Philip Noblet Rishi Bhuchar Ed Matthews Andrew Morris William Brown	+44 20 7029 8600
Kinmont Limited (Joint Financial Adviser to NewRiver)
Gavin Kelly Mat Thackery	+44 20 7087 9100
Panmure Liberum Limited (Sole Sponsor and Joint Corporate Broker to NewRiver)
Jamie Richards David Watkins Amrit Mahbubani Nikhil Varghese	+44 20 3100 2000
Shore Capital Stockbrokers Limited (Joint Corporate Broker to NewRiver)
Mark Percy (Corporate Advisory) James Thomas (Corporate Advisory) Ben Canning (Corporate Broking) Malachy McEntyre (Corporate Broking)	+44 20 7408 4090
FTI Consulting (Communications Adviser to NewRiver)
Dido Laurimore Giles Barrie	+44 20 3727 1000
Capital & Regional plc
Lawrence Hutchings Stuart Wetherly	Via FTI Consulting
Deutsche Numis (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital & Regional)
Ben Stoop Stuart Ord Jack McLaren	+44 20 7260 1000
Stifel (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital & Regional)
Mark Young Nick Harland Jonathan Wilkes-Green Catriona Neville	+44 20 7710 7600
Java Capital (JSE Sponsor to Capital & Regional)
Daniel Ross Shivani Bhikha	+27 (0)83 716 8665 +27 (0)78 120 6931
FTI Consulting (Communications Adviser to Capital & Regional)
Richard Sunderland Bryn Woodward Oliver Parsons	+44 20 3727 1000

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 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, 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/ and NewRiver's website at 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.

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.

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/.

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 and by Capital & Regional on its website at 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/ and NewRiver's website at 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

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.

Enquiries

NewRiver REIT plc
Allan Lockhart (Chief Executive) Will Hobman (Chief Financial Officer)	+44 20 3328 5800
Jefferies International Limited (Lead Financial Adviser and Joint Corporate Broker to NewRiver)
Philip Noblet Rishi Bhuchar Ed Matthews Andrew Morris William Brown	+44 20 7029 8600
Kinmont Limited (Joint Financial Adviser to NewRiver)
Gavin Kelly Mat Thackery	+44 20 7087 9100
Panmure Liberum Limited (Sole Sponsor and Joint Corporate Broker to NewRiver)
Jamie Richards David Watkins Amrit Mahbubani Nikhil Varghese	+44 20 3100 2000
Shore Capital Stockbrokers Limited (Joint Corporate Broker to NewRiver)
Mark Percy (Corporate Advisory) James Thomas (Corporate Advisory) Ben Canning (Corporate Broking) Malachy McEntyre (Corporate Broking)	+44 20 7408 4090
FTI Consulting (Communications Adviser to NewRiver)
Dido Laurimore Giles Barrie	+44 20 3727 1000
Capital & Regional plc
Lawrence Hutchings Stuart Wetherly	Via FTI Consulting
Deutsche Numis (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital & Regional)
Ben Stoop Stuart Ord Jack McLaren	+44 20 7260 1000
Stifel (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital & Regional)
Mark Young Nick Harland Jonathan Wilkes-Green Catriona Neville	+44 20 7710 7600
Java Capital (JSE Sponsor to Capital & Regional)
Daniel Ross Shivani Bhikha	+27 (0)83 716 8665 +27 (0)78 120 6931
FTI Consulting (Communications Adviser to Capital & Regional)
Richard Sunderland Bryn Woodward Oliver Parsons	+44 20 3727 1000

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 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, 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/ and NewRiver's website at 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.