THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITIATION OR OFFER TO BUY ANY SECURITY, NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
13 July 2016
NewRiver Retail Limited
("NewRiver" or the "Company")
New Corporate Structure, Posting of Shareholder Circular and Notice of Meetings
On 11 July 2016, NewRiver announced details of proposals to change the Group's corporate structure by inserting a new English-incorporated parent company at the head of the Group, NewRiver REIT plc ("NewRiver Holdco").
Posting of circular
NewRiver announces that it is today posting a circular to shareholders setting out further details in relation to these proposals (the "Circular"). Save where stated to the contrary, terms defined in the Circular shall have the same meanings in this announcement.
It is proposed to change the Group's corporate structure by inserting NewRiver Holdco at the head of the Group, being a company that (like NewRiver) will be tax resident in the UK. It is intended that this new corporate structure will be implemented by way of a Scheme of Arrangement under Part VIII of The Companies (Guernsey) Law, 2008, as amended.
In order to become effective, the Scheme will require, amongst other things, the approval of NewRiver Shareholders at the Court Meeting and the passing of the Resolutions at a separate Extraordinary General Meeting.
These meetings will be convened for 9.30 a.m. and 9.45 a.m., respectively, on 3 August 2016 at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS. The notices convening the Court Meeting and the Extraordinary General Meeting are set out in the Circular.
The Circular will be made available on the Company's website (www.nrr.co.uk) today.
For more information, please contact:
NewRiver Retail Limited David Lockhart, Chief Executive Mark Davies, Finance Director | Tel: 020 3328 5800 |
Bell Pottinger David Rydell / David Bass / James Newman / Eve Kirmatzis | Tel: 020 3772 2500 |
Liberum Richard Crawley / Jamie Richards / Jonathan Wilkes-Green | Tel: 020 3100 2000 |
Key features of the Scheme
Under the Scheme, all the Scheme Shares will be cancelled on the Effective Date by way of a reduction of capital. Following the cancellation of the Scheme Shares and the issue of the NewRiver New Ordinary Shares to NewRiver Holdco, NewRiver Holdco will, as a result, hold all of the issued Shares in the capital of NewRiver. NewRiver Holdco will, in turn, issue NewRiver Holdco Shares to former NewRiver Shareholders on a one-for-one basis.
The implementation of the Scheme is conditional upon:
· | the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting (in person or by proxy), representing no less than 75 per cent. of the voting rights of the Scheme Shareholders present and voting (in person or by proxy), at the Court Meeting (with or without modification or at any adjournment of such meeting); |
· | the passing at the Extraordinary General Meeting (or at any adjournment of such meeting) of the Resolutions set out in the notice of the Extraordinary General Meeting to approve various matters in connection with the Scheme (including changes to the NewRiver Articles) by a majority of not less than 75 per cent. of the votes cast; and |
· | the sanction of the Scheme (with or without modification) by the Court at the Court Hearing. The Court Hearing (at which it is proposed that the Court sanction the Scheme) is expected to be held on or around 17 August 2016, assuming that the Court Meeting approves the Scheme in accordance with the Guernsey Companies Law and the Resolutions are passed at the Extraordinary General Meeting. |
If the Scheme is approved by the requisite majority at the Court Meeting and the Resolutions are passed by the requisite majorities at the Extraordinary General Meeting, an application will be made to the Court to sanction the Scheme at the Court Hearing. If the Scheme is sanctioned at the Court Hearing, the Court Order will be conditional upon:
· | the formal processes having been put in place to cancel the admission to trading on AIM of the NewRiver Shares and to approve the application to admit (subject to the allotment of the NewRiver Holdco Shares and the satisfaction of the other conditions to the Scheme, save to the extent such conditions are already satisfied) the NewRiver Holdco Shares to be issued in connection with the Scheme to the premium segment of the Official List (including a listing hearing having been held); and |
· | the London Stock Exchange having agreed to admit the NewRiver Holdco Shares to be issued in connection with the Scheme to trading on its main market for listed securities, and its agreement not being withdrawn prior to the Effective Date. |
In connection with the Scheme, it is intended that NewRiver Shareholders will approve an amendment to the NewRiver Articles which provides, inter alia, that any NewRiver Shares issued at or after the Scheme Record Time shall automatically be transferred to NewRiver Holdco in consideration of, and conditional upon, the issue or transfer to the relevant NewRiver Shareholder entitled to such NewRiver Shares of one NewRiver Holdco Share for each such NewRiver Share issued to the relevant NewRiver Shareholder in order to ensure that NewRiver remains a wholly-owned subsidiary of NewRiver Holdco following the Scheme becoming effective.
If the Scheme is sanctioned by the Court, and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective, and dealings in the NewRiver Holdco Shares to be issued pursuant to the Scheme are expected to commence, at 8.00 a.m. on 18 August 2016, the anticipated Effective Date.
Applications will be made: (i) to the London Stock Exchange in respect of the cancellation of the admission to trading on AIM of the NewRiver Shares; (ii) to the Financial Conduct Authority in respect of the admission of the NewRiver Holdco Shares to the premium segment of the Official List; and (iii) to the London Stock Exchange in respect of the admission of the NewRiver Holdco Shares to trading on the London Stock Exchange's main market for listed securities. The last day of dealings in the NewRiver Shares is expected to be 17 August 2016. The last time for registration of transfers of Scheme Shares is expected to be close of business on 17 August 2016. It is expected that Admission will become effective and that dealings in NewRiver Holdco Shares will commence at 8.00 a.m. on 18 August 2016, the Effective Date. The admission to trading on AIM of the NewRiver Shares will also be cancelled at the same time on that date.
If the Scheme has not become effective by 30 September 2016 (or such later date as NewRiver, NewRiver Holdco and Liberum may agree and the Court may allow), it will lapse, in which event there will not be a new parent company of NewRiver, NewRiver Shareholders will remain shareholders of NewRiver and the existing NewRiver Shares will continue to be admitted to trading on AIM.
Upon the Scheme becoming effective, certificates for NewRiver Shares held in certificated form will cease to be valid. Upon receipt of share certificates in respect of the NewRiver Holdco Shares to be issued to them pursuant to the Scheme, NewRiver Shareholders should destroy all existing certificates for their NewRiver Shares.
NewRiver Share Incentive Plans
NewRiver operates the NewRiver Share Incentive Plans in order to attract, hire, retain and incentivise employees. Before Admission, NewRiver Holdco will adopt the NewRiver Holdco Share Incentive Plans for the same purpose.
NewRiver has granted options and/or awards to employees under the DBP (The NewRiver Retail Limited Deferred Bonus Plan 2015), the PSP (The NewRiver Retail Limited Deferred Bonus Plan 2015) and the Unapproved Plan (The NewRiver Retail Limited Unapproved Share Option Plan 2009). These options and/or awards are either currently exercisable or will become exercisable when the Court sanctions the Scheme. Options granted under the Unapproved Plan will lapse six months after the Court sanctions the Scheme. Awards granted under the DBP will vest in full and will be exercisable during the six months after the Court sanctions the Scheme. Awards granted under the PSP will vest on a pro-rata basis and subject to the achievement of all performance targets and will be exercisable during the six months after the Court sanctions the Scheme.
All holders of outstanding options and/or awards under the NewRiver Share Incentive Plans will be invited to exchange their options and/or awards for equivalent options and/or awards to acquire NewRiver Holdco Shares on the same vesting terms and performance conditions as currently apply to their existing options and/or awards. Although option and/or award holders cannot be compelled to agree to this exchange, it is expected that all employees will agree.
If the option/award holders agree to the option/award exchange, the exchange will take effect immediately after the Scheme Effective Time.
NewRiver Warrants
NewRiver has granted the NewRiver Warrants to the NewRiver Warrantholders. The NewRiver Warrants are exercisable at any time up to 1 September 2019. In accordance with the terms of the NewRiver Warrant Instrument, NewRiver will notify the NewRiver Warrantholders of the Scheme and the Proposals on or around the date of this announcement.
In connection with the Scheme, NewRiver Warrantholders are being offered the options of: (i) exercising some or all of their subscription rights pursuant to their NewRiver Warrants prior to the Scheme Record Time and receiving NewRiver Shares (which would then be subject to the Scheme); and/or (ii) exchanging some or all of their subscription rights pursuant to the NewRiver Warrants for equivalent subscription rights pursuant to the NewRiver Holdco Warrants. The NewRiver Holdco Warrants will be on broadly equivalent terms to the NewRiver Warrants (including being exercisable at any time up to 1 September 2019).
In the event that NewRiver Warrantholders take no action or exercise only some of their subscription rights, the remaining subscription rights pursuant to the NewRiver Warrants shall continue to be exercisable until 1 September 2019 but the anti-dilution provisions in the NewRiver Warrant Instrument will not apply. In addition, the Boards of NewRiver and NewRiver Holdco have reserved their discretion to permit a NewRiver Warrantholder to elect to exchange some or all of their subscription rights notwithstanding that the deadline for such NewRiver Warrantholders to make such election may have passed and the Scheme may have become effective.
Although NewRiver Warrantholders cannot be compelled to exercise their subscription rights pursuant to the NewRiver Warrant Instrument prior to the Scheme Record Time and/or to exchange all of their NewRiver Warrants for NewRiver Holdco Warrants (each as described above), it is expected that all NewRiver Warrantholders will elect for one, or a combination, of the two options referred to above.
Prospectus
A Prospectus relating to NewRiver Holdco, the NewRiver Group and Admission, which will contain prescribed information relating to NewRiver Holdco, is expected to be made available on or around 16 August 2016 and in electronic form on the NewRiver Group's website (www.nrr.co.uk) on or around that date after it has been filed with the FCA in accordance with the Prospectus Rules.
Expected Timetable of Principal Events 1, 2
Latest time for lodging Forms of Proxy for the Court Meeting (blue form) | 9.30 a.m. on 1 August 20163 | |
Latest time for lodging Forms of Proxy for the Extraordinary General Meeting (red form) | 9.45 a.m. on 1 August 2016 | |
Voting Record Time for the Court Meeting and the Extraordinary General Meeting | 6.00 p.m. on 1 August 20164 | |
Court Meeting | 9.30 a.m. on 3 August 2016 | |
Extraordinary General Meeting | 9.45 a.m. on 3 August 20165 | |
Expected date of publication of the Prospectus by NewRiver REIT plc | 16 August 2016 | |
Last day of dealings in, and for registration of transfers of, NewRiver Shares on AIM | 17 August 2016 | |
Scheme Record Time | 6.00 p.m. on 17 August 2016 | |
Court Hearing to sanction the Scheme | 17 August 2016 | |
Scheme Effective Date | 18 August 2016 | |
Cancellation of admission to trading on AIM of NewRiver Shares | 8.00 a.m. on 18 August 2016 | |
Admission and commencement of dealings in NewRiver REIT plc Shares | 8.00 a.m. on 18 August 2016 | |
Crediting of NewRiver REIT plc Shares to CREST accounts | as soon as practicable after 8.00 a.m. on 18 August 2016 | |
Share certificates for NewRiver REIT plc Shares expected to be despatched | within 14 days of Admission | |
NOTES
1 Each of the times and dates in the table above is indicative only and may be subject to change. Final dates and times will depend on, amongst other things, the date upon which the Court sanctions the Scheme. If a time or date is changed, NewRiver will notify NewRiver Shareholders of the changes in the timetable either by post or by publication of a notice through a regulatory information service.
2 References to times in this document are to London time.
3 Blue Forms of Proxy for the Court Meeting not returned by this time may be handed to the Registrars or to the Chairman of the Court Meeting.
4 If the Court Meeting and/or the Extraordinary General Meeting are/is adjourned, the Voting Record Time for the adjourned Court Meeting and/or the Extraordinary General Meeting (as the case may be) will be 6.00 p.m. on the day which is two days before the date for holding the adjourned meeting.
5 Or as soon thereafter as the Court Meeting has been concluded or adjourned.
About NewRiver
NewRiver Retail Limited is an AIM listed REIT. The Company is a specialist real estate investor, asset manager and developer focused solely on the UK retail sector. NewRiver Retail was named Property Company of the Year at the 2016 Property Week Awards.
The management team, with over 100 years combined experience in the UK commercial property market, actively engages with retailers, stakeholders and consumers. NewRiver Retail is one of the UK's largest shopping centre owner/managers with assets under management of £1.2 billion principally comprising 33 UK wide shopping centres, further nationwide retail assets and a portfolio of 358 pubs with retail and mixed-use extension opportunities. The portfolio totals over 7 million sq. ft. with over 1,840 occupiers, an annual footfall of 150 million and a retail occupancy rate of 97 per cent.
The Company's activities include active and entrepreneurial asset management and risk-controlled development, utilising both its own balance sheet and co-investment joint venture structures.
Founded in 2009, NewRiver has become the UK's leading retail-focused property investment business. The Company's shares were admitted to London's AIM in September of the same year. For more information on NewRiver, please visit www.nrr.co.uk
