THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF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 and convening of Extraordinary General Meeting
On 19 June 2015, NewRiver announced that a total of 50,000,000 new ordinary shares of no par value ("Ordinary Shares") in the Company (the "Placing Shares") had been conditionally placed by Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt") at a price of 300 pence per Placing Share, raising gross proceeds of approximately £150 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 the notice of the Extraordinary General Meeting, which is to be held at 10:00 a.m. on 14 July 2015 at the offices of Peel Hunt at Moor House, 120 London Wall, London EC2Y 5ET.
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; the authority to dis-apply pre-emption rights in relation to the allotment and issue of the Placing Shares and the authority to allot further Ordinary Shares on a non pre-emptive and pre-emptive basis.
The Placing is conditional, inter alia, on:
· the passing of the resolutions at the Extraordinary General Meeting;
· the acquisition of the 50 per cent. stake not already owned by NewRiver in the NewRiver Retail Property Unit Trust No. 4; and the acquisition of the 50 per cent. stake not already owned by NewRiver in the NewRiver Retail Property Unit Trust No. 3 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 acquisitions).
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 |
Dispatch of the Shareholder Circular and forms of proxy Ex-Dividend Date for First Quarterly Dividend Record Date for First Quarterly Dividend |
24 June 2015 2 July 2015 3 July 2015 |
Latest time and date for receipt of forms of proxy and receipt of electronic proxy appointments by Shareholders for the Extraordinary General Meeting |
10:00 a.m. on 12 July 2015 |
Time and date of the Extraordinary General Meeting |
10:00 a.m. on 14 July 2015 |
Announcement of the results of the Extraordinary General Meeting |
14 July 2015 |
Admission effective and dealings commence in the Placing Shares on AIM |
8.00 a.m. on 17 July 2015 |
CREST stock accounts to be credited with the Placing Shares Dispatch of definitive share certificates for the Placing Shares in certificated form |
8.00 a.m. on 17 July 2015 24 July 2015 |
Payment date for First Quarterly Dividend |
31 July 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 (Nomad and Joint Bookrunner) Richard Crawley /Jamie Richards Peel Hunt (Joint Bookrunner) Capel Irwin/Hugh Preston/Jock Maxwell Macdonald Kinmont (Financial Adviser) Mat Thackery |
Tel: 020 3100 2000 Tel: 020 7418 8900 Tel: 020 7087 9100 |
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Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, joint broker, and joint bookrunner to the Company in connection with the Placing. Persons receiving this announcement should note that Liberum Capital Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Liberum Capital Limited, or for advising any other person on the arrangements described in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker, and joint bookrunner to the Company in connection with the Placing. Persons receiving this announcement should note that Peel Hunt LLP will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt LLP, or for advising any other person on the arrangements described in this announcement.
Kinmont Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Kinmont Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Kinmont Limited, or for advising any other person on the arrangements described in this announcement.
Liberum Capital Limited, Peel Hunt LLP and Kinmont Limited have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Liberum Capital Limited, Peel Hunt LLP or Kinmont Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.
No representation or warranty, express or implied, is made by Liberum Capital Limited, Peel Hunt LLP or Kinmont Limited as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Liberum Capital Limited, Peel Hunt LLP and Kinmont Limited do not assume any responsibility for its accuracy, completeness or verification and accordingly each disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.
If you are in any doubt about the contents of this announcement, you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down.
No Ordinary Shares have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.
This announcement is only addressed to, and the Placing is only directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). This announcement must not be acted or relied upon in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available, in any member state of the EEA, only to Qualified Investors, and will be engaged in only with such persons. This announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the EEA of or for Ordinary Shares which are not the subject of the Placing contemplated in this announcement should only do so in circumstances in which no obligation arises for the Company, Liberum Capital Limited or Peel Hunt LLP to produce a prospectus for such Placing. None of the Company, Liberum Capital Limited or Peel Hunt LLP has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary, other than offers made by Liberum Capital Limited or Peel Hunt LLP which constitute the final placement of Ordinary Shares contemplated in this announcement.
In the case of any Placing Shares being, or which will be, offered to a financial intermediary as that term is used and defined in section 86(7) of the Financial Services and Markets Act 2000, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it, or to be acquired by it, in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company, Liberum Capital Limited and Peel Hunt LLP has been obtained to each such proposed offer or resale. Each of the Company, Liberum Capital Limited, Peel Hunt LLP and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.
The Placing Shares are being, or will be, offered (i) outside of the United States to persons who are not U.S. persons as defined in Rule 902(k) of Regulation S ("US Persons") in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "US Securities Act") ("Regulation S").
The Placing Shares have not been, and will not be, registered under the US Securities Actor with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Company has not been, and will not be, registered under the Investment Company Act, and investors will not be entitled to the benefits of the Investment Company Act.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation. The distribution of this announcement and any accompanying announcements, and the offer of the Placing Shares may be restricted by law. Persons into whose possession this announcement and any accompanying announcements come must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, no announcement may be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any US person where to do so would breach any applicable law or regulation.
No public offering of the Placing Shares is being made in any jurisdiction. No action has been or will be taken by the Company, Liberum Capital Limited or Peel Hunt LLP that would permit the offer of the Placing Shares or possession or distribution of this announcement or any accompanying announcements in any jurisdiction where action for that purpose is required.
