THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
NewRiver Retail Limited ("NewRiver" or the "Company")
Posting of Circular
On 3 December 2014, NewRiver announced that a total of 27,272,727 new Ordinary Shares in the Company (the "Placing Shares") had been conditionally placed by Liberum Capital Limited ("Liberum") at a price of 275 pence per Placing Share, raising gross proceeds of approximately £75 million (the "Placing").
The Company is pleased to announce that a circular (the "Circular") and a form of proxy (the "Form of Proxy") in relation to an extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be convened in connection with the Placing have today been posted to shareholders. The Circular contains notice of the Extraordinary General Meeting, which is to be held at 2.30 p.m. on 8 January 2015 at the offices of Bell Pottinger at 6th Floor, Holborn Gate, 330 High Holborn, London WC1V 7QD.
The ordinary and special resolutions to be considered at the Extraordinary General Meeting seek shareholder approval to grant to the directors of NewRiver the authority to allot the Placing Shares to be issued pursuant to the Placing and to dis-apply pre-emption rights in relation to the allotment and issue of the Placing Shares. The Placing, settlement of which is being underwritten by Liberum, is conditional, inter alia, on the passing of the resolutions at the Extraordinary General Meeting and the acquisition of the remaining 90 per cent. of the units in the NewRiver Retail Property Unit Trust becoming unconditional in all respects (save for any condition relating to the Company being in receipt of the proceeds of the Placing in order to enable it to complete the acquisition).
Copies of the Circular and the Form of Proxy are available on the Company's website (www.nrr.co.uk).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event |
Date |
Despatch of the Shareholder Circular and forms of proxy |
8 December 2014 |
Latest time and date for receipt of forms of proxy and receipt of electronic proxy appointments by Shareholders for the Extraordinary General Meeting |
2:30 p.m. on 6 January 2015 |
Time and date of the Extraordinary General Meeting |
2:30 p.m. on 8 January 2015 |
Announcement of the results of the Extraordinary General Meeting |
8 January 2015 |
Admission effective and dealings commence in the Placing Shares on AIM |
8.00 a.m. on 12 January 2015 |
CREST stock accounts to be credited with the Placing Shares in uncertificated form |
8.00 a.m. on 12 January 2015 |
Despatch of definitive share certificates for the Placing Shares in certificated form |
by 14 January 2015 |
Notes:
(1) A reference to a time in this announcement is to London time unless otherwise stated.
(2) The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and/or dates will be notified to investors.
For further information:
NewRiver Retail Limited David Lockhart, Chief Executive Mark Davies, Finance Director |
Tel: 020 3328 5800 |
Bell Pottinger David Rydell/David Bass/James Newman |
Tel: 020 3772 2500 |
Liberum (Nominated Adviser, Broker, Sole Bookrunner and Sole Underwriter) Chris Bowman/Jamie Richards |
Tel: 020 3100 2000 |
Kinmont Mat Thackery |
Tel: 0207 087 9100 |
