Proposed Capital Raising

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States of America or any other jurisdiction, including in or into Australia, New Zealand, Canada, the Republic of South Africa and Japan or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). A prospectus in connection with the proposed firm placing and placing and open offer (together, the "Capital Raising") and the admission of the new ordinary shares of one pence  each in the Company ("New Ordinary Shares") to be issued pursuant to the Capital Raising to listing on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market for listed securities of London Stock Exchange plc (together, "Admission") is expected to be published by NewRiver REIT plc ("NewRiver REIT" or the "Company" and, together with its subsidiaries, the "Group") on or around 16 June 2017. A copy of the Prospectus will, following publication, be available on the Company's website (www.nrr.co.uk) and be available for viewing at the National Storage Mechanism at https://www.morningstar.co.uk/uk/NSM.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

15 June 2017

 

NewRiver REIT plc

 

("NewRiver REIT" or the "Company")

 

Proposed Firm Placing and Placing and Open Offer to raise not less than £200 million at an Offer Price in the range of 330 pence to 340 pence per New Ordinary Share (the "Capital Raising")

 

 

NewRiver REIT (ticker: NRR), the convenience-led UK retail and leisure property specialist, is pleased to announce a proposed Capital Raising to raise gross proceeds of not less than £133 million through the issue of New Ordinary Shares by way of a firm placing ("Firm Placing") and additional gross proceeds of not less than £67 million by way of a placing and open offer ("Placing and Open Offer"), all at an Offer Price in the range of 330 pence to 340 pence per Ordinary Share.

The Firm Placing and the Placing (as defined herein) are being conducted by way of an accelerated bookbuild on the Company's behalf by Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt") as Joint Bookrunners. The bookbuild will open with immediate effect following this Announcement. The timing of the closing of the bookbuild, the final size of the Firm Placing, the final size of the Placing and Open Offer, the final Offer Price and final allocations of New Ordinary Shares are at the discretion of the Company, Liberum and Peel Hunt. A further announcement will be made following closing of the book, confirming the final details of the Capital Raising. 

 

Highlights

·      Capital Raising of not less than £200 million comprising:

o  Firm Placing of not less than £133 million;

o  Placing and Open Offer of not less than £67 million.

·      Proceeds of the Capital Raising intended to be used as follows:

o  to fund the consideration of approximately £60 million for the acquisition of the 50 per cent. share the Company does not already own in its BRAVO Joint Ventures for which the Company has entered into Heads of Terms;

o  to finance the £30 million of identified (but not yet contractually committed) capital expenditure and risk-controlled development, including the construction of further convenience stores for the Co-operative and the development of the Group's Canvey Island retail park; and

o  to pursue the Group's acquisition pipeline, all of which is off-market or selectively marketed.

·      Substantial progress made to date in the Group's 1.9 million sq ft risk-controlled development pipeline which is focused on:

o  creating additional value from within the Group's existing portfolio;

o  capitalising on opportunities above or adjacent to existing assets; and

o  redevelopment of existing assets and development of sites acquired in portfolio acquisitions.

David Lockhart, Chief Executive, commented: "NewRiver has a proven track record of delivering growing and sustainable cash returns to shareholders through its focused strategy of acquiring and managing convenience-led and community-focused retail and leisure assets combined with risk-controlled development and value enhancing active asset management. The proceeds of the proposed Capital Raising will be deployed into accretive acquisitions, including the purchase of the remaining units in the BRAVO JV, and our exciting programme of risk-controlled developments. 

NewRiver is very familiar with the BRAVO assets having been responsible for their day to day management since the joint venture was established in 2013. Given the investment made into the BRAVO assets to date, we are confident that this acquisition will produce attractive long term returns for our shareholders."

 

Background to, and reasons for, the Capital Raising

The Group continues to see opportunities to purchase assets at attractive yields and with the potential to secure good quality income streams which can be distributed to NewRiver REIT Shareholders through the Company's quarterly dividend programme. Further, the Group's portfolio offers continued potential for capital growth, which has the potential to supplement the income returns generated from the Group's assets.

The Group's development pipeline is strong, creating additional space in the shopping centre and retail warehouse portfolios and in the development of the public house estate. The Group currently has approximately 1.9 million square feet of property in the development pipeline with potential capital expenditure in excess of £42 million planned to be incurred across the financial year ending 31 March 2018 (of which approximately £5.6 million was committed as at 14 June 2017), and £30 million of the proceeds of the Capital Raising are allocated for this purpose.

The Directors continue to see a wide range of acquisition and development opportunities which meet the Group's investment criteria, giving rise to a strong pipeline of capital deployment opportunities. These opportunities include the acquisition of the 50 per cent. it does not already own in the BRAVO Joint Ventures for a consideration of approximately £60 million.

Accordingly, the Group is seeking to raise additional finance through the Capital Raising which it will seek to deploy, together with debt finance where relevant and appropriate, in line with its investment strategy. The proceeds of the Capital Raising will therefore allow the Group to complete the Acquisition and put the Group in a position of strength when seeking to capitalise on this pipeline of investment and risk controlled development opportunities.

The Directors believe that the Capital Raising also provides the Group with the opportunity to capitalise on further economies of scale that an enhanced capital base may bring, such as an unsecured debt structure. Moreover, an increase in the asset base of the business without a commensurate increase in the cost base would improve operational efficiency.

 

Key Terms of the Capital Raising

The Company is proposing to raise gross proceeds of not less than £200 million by way of a Firm Placing of not less than £133 million to certain new and existing institutional investors and a Placing and Open Offer of not less than £67 million at an Offer Price, in each case, in the range of 330 pence to 340 pence per New Ordinary Share.

The Company has today entered into the Placing Agreement with Liberum and Peel Hunt under which Liberum and Peel Hunt have agreed to use their respective reasonable endeavours to procure institutional and certain other investors (including certain existing shareholders) for the shares to be issued under the Firm Placing and the Placing conditionally at the Offer Price (subject to clawback, in respect of the Placing Shares, to satisfy valid applications by Qualifying Shareholders under the Open Offer).

The Capital Raising is conditional upon the following:

·      the Resolutions being passed by NewRiver REIT Shareholders at the General Meeting (without material amendment);

·      the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission; and

·      Admission becoming effective by not later than 8.00 a.m. on 6 July 2017 (or such later time and/or date as the parties to the Placing Agreement may agree, being not later than 31 July 2017).

Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Capital Raising will not proceed.

Dividend Entitlement

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be entitled to receive the Special Dividend of 3 pence per Ordinary Share in respect of the financial year ended 31 March 2017 or the First Quarterly Dividend of 5.25 pence per Ordinary Share in respect of the first quarter of the financial year ending 31 March 2018. Both the Special Dividend and the First Quarterly Dividend were announced on 16 May 2017 and will be paid as a Property Income Distribution on 4 August 2017 to NewRiver REIT Shareholders on the register on 16 June 2017. The New Ordinary Shares will rank pari passu in all other respects with the Ordinary Shares currently in issue.

Firm Placing

The Firm Placing is proposed to raise gross proceeds of not less than £133 million for NewRiver REIT. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is subject to the same conditions as the Placing and Open Offer.

NewRiver REIT, Liberum and Peel Hunt reserve the right to alter the relative sizes of the Firm Placing and the Placing and Open Offer.

Placing and Open Offer

The Placing and Open Offer is proposed to raise gross proceeds of not less than £67 million for NewRiver REIT. The Placing Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the satisfaction or, where applicable, waiver of the conditions and the Placing Agreement not having been terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placing Placees, with the net proceeds of the Placing being retained by NewRiver REIT.

Open Offer Entitlements

Qualifying Shareholders will have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Offer Price, payable in full on application and free of expenses, pro-rata to their holding of Existing Ordinary Shares at the Record Time. Fractions of Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Fractional entitlements to New Ordinary Shares will be aggregated and will ultimately accrue for the benefit of the Company.

Excess Application Facility

Under the Open Offer, Qualifying Shareholders will also be offered the opportunity to subscribe for Excess Shares in excess of their Open Offer Entitlements pursuant to the Excess Application Facility. The Excess Application Facility will comprise Open Offer Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements. Qualifying Shareholders' applications for Excess Shares will, therefore, be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are made for less than their pro rata Open Offer Entitlements. If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will be scaled-back at the absolute discretion of the Board in consultation with Liberum and Peel Hunt, who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurances can therefore be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all.

NewRiver REIT, Liberum and Peel Hunt reserve the right to alter the relative sizes of the Firm Placing and the Placing and Open Offer.

Use of Proceeds

The Directors intend to use:

·      approximately £60 million of the expected net proceeds of the Capital Raising to finance the Acquisition (as further detailed below);

·      approximately £30 million of the expected net proceeds of the Capital Raising to finance identified (but not yet contractually committed) capital expenditure and risk-controlled development opportunities in the Group's existing portfolio, comprising:

o  developing a further 20 to 30 convenience stores for the Co-operative (approximately £12 million);

o  the development of the Group's Canvey Island retail park where pre-lets have been signed with M&S Simply Food, Sports Direct and B&M (approximately £8 million); and

o  approximately £10 million of expenditure on other risk controlled development opportunities; and

·      the remaining net proceeds of the Capital Raising, together with debt finance where relevant and appropriate, to pursue the Group's acquisition pipeline in accordance with its acquisition criteria.

The Group has a strong pipeline of potential acquisition opportunities, all of which are off-market or selectively marketed, and is making good progress with its a capital expenditure and risk-controlled development programme of approximately £42 million for the financial year ending 31 March 2018 (of which approximately £5.6 million was committed as at 14 June 2017).

 

The Company (through certain wholly-owned, indirect subsidiaries of the Company) currently owns 50 per cent. of the units in the BRAVO Joint Ventures, being the NewRiver Retail Property Unit Trust No.2, the NewRiver Retail Property Unit Trust No.5, the NewRiver Retail Property Unit Trust No.6 and the NewRiver Retail Property Unit Trust No.7 (which hold properties in Middlesbrough, Hastings, Newtownabbey and Newton Mearns acquired off-market in 2013 and 2014).

 

The Acquisition will consist of the acquisition by wholly-owned, indirect subsidiaries of the Company of the remaining 50 per cent. of the units in the BRAVO Joint Ventures from certain subsidiaries of BRAVO II on the terms of the Heads of Terms. If the Acquisition is completed, the Company (through certain wholly-owned, indirect subsidiaries of the Company) will own 100 per cent. of the units in the BRAVO Joint Ventures.

 

The Acquisition will be made off-market at a yield of 7.3 per cent., generating a Stamp Duty Land Tax saving of approximately £6 million through being structured as an acquisition of the units of the joint venture vehicles, and relates to assets already well known to the Company by virtue of its existing 50 per cent. stake in the BRAVO Joint Ventures.

 

The non-binding Heads of Terms were entered into on 6 June 2017 and the aggregate net cash consideration payable in respect of the Acquisition, if it completes, would be approximately £60 million. The BRAVO Joint Ventures, collectively, generated net rental income of approximately £16.5 million for the financial year-ended 31 December 2016 and had net assets of approximately £120.8 million (of which the Group's share was approximately £60.4 million) as at 31 December 2016. They have indebtedness of approximately £120 million outstanding which the Company intends to remain in place following completion of the Acquisition. The Company intends to bring this indebtedness onto its own balance sheet from completion of the Acquisition.

 

In addition, the Heads of Terms provide as follows:

 

·      the Company will receive limited warranties in any binding sale and purchase agreement entered into to effect the Acquisition (the "SPA") as it is an existing unitholder in the BRAVO Joint Ventures and NewRiver REIT (UK) Limited is the asset manager operating the properties owned by the BRAVO Joint Ventures; and

·      the Acquisition will be conditional on:

o  the obtaining of funding, which the Company intends to be satisfied by means of approximately £60 million of the net proceeds of the Capital Raising referred to above; and

o  the other conditions to the SPA, being the obtaining of consent of the BRAVO Joint Ventures' secured lenders to the Acquisition, to the extent required and the agreement in principle of the amount of a final distribution from the BRAVO Joint Ventures to the unitholders to be paid upon completion of the Acquisition (subject to adjustment following completion), in each case, being satisfied by no later than 31 July 2017.

 

Whilst it is the Board's current intention to proceed with the Acquisition, there can be no assurance that it will be completed on the terms set out in the Heads of Terms, or at all. Consistent with previous BRAVO transactions, were the Company to proceed with the Acquisition, it would receive a promote payment in recognition of the good historical performance of the joint venture. 

 

Looking forward, the assets present a range of further opportunities to enhance value through active asset management and risk-controlled development activities.

 

 

Current trading and prospects

 

On 16 May 2017, NewRiver REIT released its results for the financial year ended 31 March 2017. A

summary of the key financial and operational highlights from those results is set out below:

 

Financial Highlights

 

·     Funds From Operations grew by 24 per cent. to £58.2 million due to acquisitions made during the financial year as well as the Company's active asset management programme;

·     Funds From Operations per Ordinary Share were 24.9 pence (FY 2016: 26.6 pence which included promote receipts from the Bravo Joint Ventures of 2.8 pence per Ordinary Share);

·     the dividends in respect of the period increased by 8 per cent. to 20.0 pence per Ordinary Share (FY 2016: 18.5 pence);

·     Special dividend of 3.0 pence per Ordinary Share to take the total, fully covered, dividends in respect of the period to 23.0 pence per Ordinary Share;

·     at the period end, the Company's IFRS net assets stood at £685 million with an EPRA NAV per Ordinary Share of 292 pence;

·     at 31 March 2017, loan-to-value stood at 37 per cent., well within the Company's stated policy of less than 50 per cent.; and

·     the Group completed acquisitions totalling £158 million during the period at an equivalent yield of 7.2 per cent.

Operational Highlights

·     355 leasing events (excluding lease variations) completed across 1.1 million sq ft of space with long term retail deals on average 3.9 per cent. ahead of ERV;

·     Retail occupancy increased to 97 per cent. (FY 2016: 96 per cent.) and has been maintained above 94 per cent. since the Company's IPO in 2009;

·     Like-for-like net income increased 1.2 per cent. with an affordable average retail rent of £12.45 per sq ft (FY 2016: £12.14 per sq ft);

·     Like-for-like footfall across the shopping centre portfolio increased 0.5 per cent., outperforming the UK benchmark by 210bps; and

·     from 1 April 2017, rateable values across 90 per cent. of the Company's retail portfolio reduced by over 19 per cent. benefitting retailers through improved cost ratios. Public house operators across the Group's portfolio will save on average 40 per cent. on business rates.

Future Prospects

Whilst the Board is aware of general economic caution in light of uncertainty over the recent UK election result and negotiations in respect of the UK's decision to exit the European Union and the potential for rises in inflation and interest rates, it believes that the Group is well placed to meet the challenges that could arise in this environment. The Group owns a sizeable portfolio with critical mass. It is cash generative with an occupier base representing some of the strongest covenants in the UK retail and leisure sectors. Assets are geographically diversified with a focus on day-to-day shopping needs which the Directors consider to be significantly less volatile than other segments of the retail market. The Board therefore remains optimistic in its outlook for the Company.

Prospectus

The Prospectus containing full details of how NewRiver REIT Shareholders can participate in the Open Offer and containing the notice of the General Meeting expected to be held at 10.00 a.m. on 4 July 2017 is expected to be published on, or around 16 June 2017. Completion of the Capital Raising is conditional on, inter alia, the passing of the Resolutions to be proposed at the General Meeting.

 

Expected Timetable of Principal Events

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes for this timetable set out below

	Date
Record Time for entitlements under the Open Offer	6.00 p.m. on 14 June 2017
Announcement of the Capital Raising	15 June 2017
Ex-Entitlements Date for the Open Offer	8.00 a.m. on 15 June 2017
Completion of the bookbuild in respect of the Firm Placing and the Placing and announcement of the final details of the Capital Raising	15 June 2017
Publication and posting of the Prospectus, Form of Proxy and Application Form	16 June 2017
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	As soon as possible on 19 June 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements and Excess Open Offer Entitlements are in CREST and you wish to convert them to certificated form)	4.30 p.m. on 27 June 2017
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 28 June 2017
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 29 June 2017
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments	10.00 a.m. on 2 July 2017
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 3 July 2017
General Meeting	10.00 a.m. on 4 July 2017
Announcement of results of General Meeting	4 July 2017
Results of the Capital Raising announced through a Regulatory Information Service	4 July 2017
Admission and commencement of dealings in New Ordinary Shares	By 8.00 a.m. on 6 July 2017
New Ordinary Shares credited to CREST accounts (uncertificated holders only)	On 6 July 2017
Expected despatch of definitive share certificates (where applicable)	Within five Business Days of Admission

 

Notes

1.     Each of the times and dates set out in the above timetable is subject to change by the Company (with the agreement of Liberum and Peel Hunt, in certain instances), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to NewRiver REIT Shareholders.

2.     Any reference to a time in this document is to the time in London, United Kingdom, unless otherwise stated.

3.     The ability to participate in the Open Offer is subject to certain restrictions relating to NewRiver REIT Shareholders with registered addresses or located or resident in countries outside the United Kingdom, details of which are set out in further detail in the Appendix.

 

 

The persons responsible for arranging for the release of this announcement on behalf of the Company are the Directors.

 

For further information:

 

NewRiver REIT plc  David Lockhart (Chief Executive) Mark Davies (Chief Financial Officer) Will Hobman (Head of Investor Relations)	Tel: 020 3328 5800
Bell Pottinger David Rydell David Bass Eve Kirmatzis	Tel: 020 3772 2500
Liberum (Sponsor and Joint Bookrunner) Richard Crawley /Jamie Richards   Peel Hunt (Joint Bookrunner) Capel Irwin / Jock Maxwell Macdonald	Tel: 020 3100 2000     Tel: 020 7418 8900
Kinmont (Joint Financial Adviser) Mat Thackery	Tel: 020 7087 9100
Barclays (Joint Financial Adviser) Phil Shelley	Tel: 020 7623 2323

 

Definitions

 

"Acquisition"	the proposed off-market acquisition by certain wholly-owned, indirect subsidiaries of the Company of the remaining 50 per cent. interest in the BRAVO Joint Ventures not already owned by wholly-owned, indirect subsidiaries of the Company;
"Admission"	the admission of the New Ordinary Shares to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of the New Ordinary Shares to trading on the London Stock Exchange's Main Market becoming effective in accordance with the Admission and Disclosure Standards;
"Application Form"	the personalised application form on which Qualifying Non- CREST Shareholders may apply for New Ordinary Shares under the Open Offer;
"Barclays"	Barclays Bank PLC;
"BRAVO I"	BRAVO Fund, L.P.;
"BRAVO II"	BRAVO Fund II, L.P.;
"BRAVO Joint Ventures"	the joint venture arrangements between NewRiver Retail and BRAVO I or BRAVO II;
"Business Day"	any day (other than a Saturday or Sunday or any public holiday in England and Wales) on which banks generally are open for the transaction of normal banking business in the City of London;
"Capital Raising"	the Firm Placing and the Placing and Open Offer;
"certificated" or "certificated form"	a share which is not in uncertificated form (that is, not in CREST);
"CREST"	the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of securities in uncertificated form operated by Euroclear in accordance with the CREST Regulations;
"CSOP"	the NewRiver REIT plc Company Share Option Plan 2016;
"DBP"	the NewRiver REIT plc Deferred Bonus Plan 2016 or NewRiver Retail Limited Deferred Bonus Plan 2015;
"Enlarged Share Capital"	the expected issued ordinary share capital of the Company immediately following the issue of the New Ordinary Shares pursuant to the Capital Raising;
"Excess Application Facility"	the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements;
"Excess Open Offer Entitlements"	in respect of each Qualifying CREST Shareholder who has taken up his Open Offer Entitlement in full, the entitlement (in addition to the Open Offer Entitlement) to apply for Excess Shares, up to the number of Open Offer Shares, credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling-back in accordance with the terms of the Capital Raising;
"Excess Shares"	Open Offer Shares which may be applied for in addition to Open Offer Entitlements;
"Ex-Entitlements Date"	the date on which the Existing Ordinary Shares are marked ex-entitlement, being 8.00 a.m. on 15 June 2017;
"Existing Ordinary Shares"	the Ordinary Shares in issue as at the date of this announcement;
"FCA" or "Financial Conduct Authority"	the Financial Conduct Authority of the United Kingdom;
"Firm Placee"	any person that has conditionally agreed to subscribe for Firm Placing Shares;
"Firm Placing"	the placing by Liberum and Peel Hunt, as agents of and on behalf of NewRiver REIT, of the Firm Placing Shares on the terms and subject to the conditions contained in the Placing Agreement;
"Firm Placing Shares"	the New Ordinary Shares which are to be issued pursuant to the Firm Placing;
"First Quarterly Dividend"	the First Quarterly Dividend for the financial year ending 31 March 2018 of 5.25 pence per Existing Ordinary Share announced on 16 May 2017 which will be payable as a PID on 4 August 2017 to NewRiver REIT Shareholders on the register on 16 June 2017. Ordinary Shares will be marked ex-dividend in respect of the First Quarterly Dividend on 15 June 2017;
"Form of Proxy"	the form of proxy for use at the General Meeting which will accompany the Prospectus;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"Funds from Operations"	cash profits, which include realised recurring cash profits, realised cash profits or losses on the sale of properties and exclude other one-off or non-cash adjustments;
"General Meeting"	the general meeting of NewRiver REIT to be held on 4 July 2017, or any adjournment thereof, to consider and, if thought fit, to approve the Resolutions;
"Group"	NewRiver REIT and its subsidiaries and subsidiary undertakings and, where the context requires, its associated undertakings, save that, in the context of references to any period prior to 18 August 2016 (being the date on which the Scheme became effective and Original Admission occurred), "Group" shall be construed as meaning NewRiver Retail and its subsidiaries and subsidiary undertakings and, where the context requires, its associated undertakings;
"Heads of Terms"	the non-binding heads of terms in respect of the Acquisition entered into between NewRiver Retail Holdings Limited, NewRiver Retail Holdings 5 Limited, LVS II Lux S.à r.l. and LVS II Lux XIV S.à r.l. on 6 June 2017;
"Institutional Investor"	a person who qualifies as an institutional investor under section 528(4A) of CTA 2010;
"Kinmont"	Kinmont Limited;
"Liberum"	Liberum Capital Limited;
"Listing Rules"	the rules and regulations made by the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name;
"London Stock Exchange"	London Stock Exchange plc;
"MAR" or "Market Abuse Regulation"	the EU Market Abuse Regulation (2014/596/EU);
"New Ordinary Shares"	the new Ordinary Shares to be issued by the Company pursuant to the Capital Raising;
"NewRiver REIT" or the "Company"	NewRiver REIT plc, a company incorporated in England and Wales with registered number 10221027 and whose registered office is at 37 Maddox Street, London W1S 2PP;
"NewRiver REIT Shareholder"	a holder of Ordinary Shares;
"NewRiver REIT Warrants"	the warrants to subscribe for Ordinary Shares granted by NewRiver REIT to NewRiver REIT Shareholders in connection with the Scheme in exchange for such NewRiver REIT Shareholders' NewRiver Retail Warrants;
"NewRiver Retail"	NewRiver Retail Limited, a company incorporated in Guernsey with registered number 50463 and whose registered office is at Old Bank Chambers, La Grande Rue, St Martin's, Guernsey, Channel Islands GY4 6RT;
"NewRiver Share Incentive Plans"	the DBP, PSP, CSOP and the Unapproved Plan;
"Offer Price"	means the price at which each New Ordinary Share is to be issued pursuant to the Capital Raising;
"Open Offer"	the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form;
"Open Offer Entitlements"	entitlements to subscribe for the Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer;
"Open Offer Shares"	the New Ordinary Shares for which Qualifying Shareholders are being invited to apply to be issued pursuant to the terms of the Open Offer;
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of NewRiver REIT (including, if the context requires, the Existing Ordinary Shares and/or the New Ordinary Shares);
"Peel Hunt"	Peel Hunt LLP;
"PID" or "Property Income Distribution"	a dividend paid by the Company relating to profits or gains of the Qualifying Property Rental Business of the members of the Group (other than gains arising to non-UK resident members of the Group);
"Placing"	the conditional placing, by Liberum and Peel Hunt, as agents of and on behalf of the Company, of the Placing Shares subject to clawback pursuant to the Open Offer, on the terms and subject to the conditions contained in the Placing Agreement;
"Placing Agreement"	the Placing Agreement dated 15 June 2017 between the Company, Liberum and Peel Hunt;
"Placing Placee"	any person who has conditionally agreed to subscribe for the Placing Shares;
"Placing Shares"	the New Ordinary Shares proposed to be issued by the Company pursuant to the Placing;
"PRA"	the Prudential Regulation Authority;
"Prospectus"	the prospectus to be published by NewRiver REIT on or around 16 June 2017 in connection with the Capital Raising and Admission;
"PSP"	the NewRiver REIT plc Performance Share Plan 2016 or NewRiver Retail Limited Performance Share Plan 2009;
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in uncertificated form;
"Qualifying Shareholders"	holders of Ordinary Shares on the register of members of the Company at the Record Time with the exclusion of the Restricted Shareholders;
"Record Time"	6.00 p.m. on 14 June 2017;
"Regulatory Information Service"	a service provided by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained at the London Stock Exchange's website;
"Regulation S"	Regulation S under the US Securities Act;
"Resolutions"	the resolutions to be proposed at the General Meeting;
"SPA"	any binding sale and purchase agreement entered into to effect the Acquisition;
"Special Dividend"	the Special Dividend for the financial year ended 31 March 2017 of 3 pence per Existing Ordinary Share announced on 16 May 2017 which will be payable as a PID on 4 August 2017 to NewRiver REIT Shareholders on the register on 16 June 2017. Ordinary Shares will be marked ex-dividend in respect of the Special Dividend on 15 June 2017;
"Unapproved Plan"	the NewRiver REIT plc Unapproved Share Option Plan 2016 or NewRiver Retail Limited Unapproved Share Option Plan 2009;
"uncertificated" or "in uncertificated form"	a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of CREST;
"US" or "United States" or "United States of America"	the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and
"US Securities Act"	the US Securities Act of 1933, as amended.

 

Important Notices

 

This announcement has been issued by NewRiver REIT and is the sole responsibility of NewRiver REIT. The information in this announcement is for background purposes only and does not purport to be full or complete. The material set out herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction. The information contained in this announcement is given at the date of its publication (unless otherwise stated) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

 

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States of America or any other jurisdiction, including in or into Australia, New Zealand, Canada, the Republic of South Africa and Japan or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). A prospectus in connection with the proposed firm placing and placing and open offer (together, the "Capital Raising") and the admission of the new ordinary shares of one pence  each in the Company ("New Ordinary Shares") to be issued pursuant to the Capital Raising to listing on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market for listed securities of London Stock Exchange plc (together, "Admission") is expected to be published by NewRiver REIT plc ("NewRiver REIT" or the "Company" and, together with its subsidiaries, the "Group") on or around 16 June 2017. A copy of the Prospectus will, following publication, be available on the Company's website (www.nrr.co.uk) and be available for viewing at the National Storage Mechanism at https://www.morningstar.co.uk/uk/NSM.

 

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

 

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, New Zealand, Canada, the Republic of South Africa and Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa and Japan.

 

No action has been, or will be, taken by NewRiver REIT or any other person to permit a public offer or distribution of this announcement, or any related documents, in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

 

This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The New Ordinary Shares and the Open Offer Entitlements referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States. No public offering of securities is being made in the United States and the New Ordinary Shares are being offered or sold outside the United States in reliance on Regulation S.

 

The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, New Zealand, Canada, the Republic of South Africa and Japan. Subject to certain exceptions, the New Ordinary Shares and the Open Offer Entitlements referred to herein may not be offered or sold in Australia, New Zealand, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada, the Republic of South Africa or Japan. There will be no public offer of securities in Australia, New Zealand, Canada, the Republic of South Africa and Japan.

 

The New Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This announcement and the Prospectus have been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to the New Ordinary Shares or the Capital Raising may be publicly distributed or otherwise made publicly available in Switzerland.

 

Neither this announcement nor any other offering or marketing material relating to the Capital Raising, NewRiver REIT or the New Ordinary Shares have been, or will be, filed with, or approved by, any Swiss regulatory authority. In particular, neither this announcement nor the Prospectus will be filed with, and the offer of New Ordinary Shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of New Ordinary Shares has not been and will not be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Ordinary Shares.

 

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raising will proceed and that Admission will occur and you should not base your financial decisions on NewRiver REIT's intention in relation to the Capital Raising and Admission at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA"), if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. This announcement does not constitute a recommendation concerning the Capital Raising. The price and value of the New Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raising or Admission cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Capital Raising for the person concerned.

 

This announcement contains statements which are based on the Directors' current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. These statements include forward-looking statements both with respect to the Group and the markets in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" or, in each case, their negative or other variations, and similar statements of a future or forward-looking nature, identify forward-looking statements. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially, including (but not limited to) any limitations of NewRiver REIT's internal financial reporting controls; an increase in competition; an unexpected decline in turnover, rental income or the value of all or part of the Group's property portfolio; legislative, fiscal and regulatory developments; and currency and interest rate fluctuations. Each forward-looking statement speaks only as of the date of this announcement. Except as required by the rules of the FCA (and, in particular, the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation), the London Stock Exchange, the Listing Rules or by law (in particular, FSMA), NewRiver REIT expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in NewRiver REIT's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written and oral forward-looking statements attributable to any person involved in the preparation of this announcement or to persons acting on NewRiver REIT's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this announcement.

 

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, financial condition, prospects, growth, strategies and dividend policy, and the development of the industry in which it operates, may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the results of operations, financial condition, prospects, growth, strategies and the dividend policy of NewRiver REIT, and the development of the industry in which it operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

 

Any forward-looking statement contained in this announcement based on past or current trends and/or activities of the Group should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will necessarily match or exceed the historical or published earnings of the Group.

 

Each of Liberum, Peel Hunt, Kinmont and Barclays, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

Liberum is authorised and regulated by the FCA in the United Kingdom. Liberum is acting exclusively for NewRiver REIT and no-one else in connection with the Capital Raising, and will not regard any other person as its client in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this announcement.

 

Peel Hunt is authorised and regulated by the FCA in the United Kingdom. Peel Hunt is acting exclusively for NewRiver REIT and no-one else in connection with the Capital Raising, and will not regard any other person as its client in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Peel Hunt clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this announcement.

 

Kinmont, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for NewRiver REIT in connection with the Capital Raising and will not be responsible to anyone other than NewRiver REIT for providing the protections afforded to clients of Kinmont or for providing advice in relation to the matters described in this announcement.

 

Barclays, acting through its Investment Bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for NewRiver REIT and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than NewRiver REIT for providing the protections afforded to the clients of Barclays, or for providing advice in connection with the contents of this announcement or any other matters referred to in this announcement.

 

In connection with the Capital Raising, each of Liberum, Peel Hunt, Kinmont and Barclays, or any of their respective affiliates, may take up a portion of the New Ordinary Shares and/or related instruments in connection with the Capital Raising as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account(s) such New Ordinary Shares and/or related instruments in connection with the Capital Raising or otherwise. Accordingly, references in the Prospectus, once published, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Liberum, Peel Hunt, Kinmont and Barclays, or any of their respective affiliates, acting as investors for their own accounts. Except as required for legal or regulatory obligations to do so, Liberum, Peel Hunt, Kinmont and Barclays do not propose to make any disclosure in relation to the extent of any such investments or transactions. 

 

None of Liberum, Peel Hunt, Kinmont or Barclays, any of their respective affiliates, or any of their or their affiliates' respective directors, officers or employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement or any document referred to in this announcement) or any other information relating to NewRiver REIT or their respective subsidiaries or affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Liberum, Peel Hunt, Kinmont and Barclays, their respective affiliates, and each of their and their affiliates' respective directors, officers, employees and agents, and any other person acting on their behalf, expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 
 

 

APPENDIX

TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING

1. ELIGIBLE PARTICIPANTS

Members of the public are not eligible to take part in the Firm Placing or the Placing. This appendix and the terms and conditions set out herein are for information purposes only and are directed only at:

(a)        persons in member states of the European Economic Area who are "qualified investors" within the meaning of article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU)) ("Qualified Investors") and,

(b)        where addressed to and directed to persons in the United Kingdom, to persons who are also those:

(i)         who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FPO"); or

(ii)         who are high net worth entities as described in article 49(2) of the FPO; or

(iii)        to whom it may otherwise be lawfully communicated and in all cases who are capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA Conduct of Business Rules (all such persons being together referred to as "Relevant Persons"). This appendix and these terms and conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these terms and conditions relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Furthermore, the New Ordinary Shares may not be offered or sold in the United States.

 

2. INTRODUCTION

Participation in the Firm Placing and/or the Placing is only available to persons who are invited to participate by Liberum and/or Peel Hunt. This appendix and the terms and conditions set out herein apply to persons making an offer to subscribe for Firm Placing Shares under the Firm Placing and/or Placing Shares under the Placing. Each of the Firm Placees and the Placing Placees (together, for the purposes of this appendix, the "Placees" and each a "Placee") agrees with Liberum, Peel Hunt and the Company to be bound by these terms and conditions as being the terms and conditions upon which Firm Placing Shares will be sold under the Firm Placing and Placing Shares will be sold under the Placing (as applicable). A Placee shall, without limitation, become so bound if Liberum or Peel Hunt (as the case may be) confirms its allocation of Firm Placing Shares under the Firm Placing and/or Placing Shares under the Placing (as applicable) to such Placee at the Offer Price.

Upon being notified of its allocation of Firm Placing Shares under the Firm Placing and/or Placing Shares under the Placing (whether orally or in writing, which includes e-mail) by Liberum or Peel Hunt (as the case may be), a Placee shall, subject to the provisions of paragraph 7 of this appendix with respect to the Placing Shares, be contractually committed to acquire the number of Firm Placing Shares and/or Placing Shares allocated to them at the Offer Price and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment (the "Placing Commitment"). Each of Liberum and Peel Hunt may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it may, in its absolute discretion, see fit and/or may require such Placee to execute a separate placing letter. Dealing may not begin before any notification is made.

Neither this announcement nor the New Ordinary Shares have been or will be registered under the US Securities Act, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States.

This announcement (including this appendix) will not constitute an offer or an invitation to apply for or an offer or an invitation to acquire any New Ordinary Shares in the United States. Subject to certain exceptions, all persons applying for New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration of the New Ordinary Shares outside the United States.

Subject to certain exceptions, any person who applies for New Ordinary Shares will be deemed to have declared, warranted and agreed that they are not, and that at the time of application they will not be, in the United States, or acting on a non-discretionary basis for a person located within the United States.

The Company reserves the right to treat as invalid any application for New Ordinary Shares which does not contain a warranty to the effect that the person applying for New Ordinary Shares does not have a registered address and is not otherwise located in the United States and is not applying for New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of the New Ordinary Shares in the United States or where the Company believes application for such New Ordinary Shares may infringe applicable legal or regulatory requirements.

The New Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This announcement and the Prospectus have been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this announcement, the Prospectus nor any other offering or marketing material relating to the New Ordinary Shares or the Capital Raising may be publicly distributed or otherwise made publicly available in Switzerland.

 

Neither this announcement, the Prospectus nor any other offering or marketing material relating to the Capital Raising, the Company or the New Ordinary Shares have been, or will be, filed with, or approved by, any Swiss regulatory authority. In particular, neither this announcement nor the Prospectus will be filed with, and the offer of New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of New Ordinary Shares has not been and will not be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Ordinary Shares.

 

3.     AGREEMENT TO ACQUIRE FIRM PLACING SHARES AND/OR PLACING SHARES

Each of the Firm Placing and the Placing is conditional upon the following conditions, amongst others:

(a)        the Resolutions being passed at the General Meeting;

(b)        the Placing and Open Offer Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms before Admission; and

(c)        Admission becoming effective by not later than 8.00 a.m. (London time) on 6 July 2017 (or such later time and/or date as the Company, Liberum and Peel Hunt may agree (being no later than 31 July 2017)).

Subject to the above conditions, a Placee agrees to become a NewRiver REIT Shareholder and agrees to acquire Firm Placing Shares and/or Placing Shares (as applicable) at the Offer Price. The number of Firm Placing Shares issued to a Firm Placee under the Firm Placing and/or Placing Shares issued to a Placing Placee under the Placing (as applicable) shall be in accordance with the arrangements described above, subject to the provisions of paragraph 7 of this appendix with respect to the Placing Shares.

The Company has undertaken that the Firm Placing Shares and the Placing Shares will, when issued and fully paid, rank pari passuin all respects with the Existing Ordinary Shares and will have the same rights and restrictions as each Existing Ordinary Share, including in respect of any dividends or distributions declared in respect of the New Ordinary Shares following Admission.

4.     PAYMENT FOR FIRM PLACING SHARES AND/OR PLACING SHARES

Each Placee undertakes to pay the Offer Price for the Firm Placing Shares and/or Placing Shares (as applicable) issued to such Placee (the "Total Amount") in such manner as shall be directed by Liberum or Peel Hunt (as the case may be). In the event of any failure by a Placee to pay as so directed by Liberum or Peel Hunt (as the case may be), the relevant Placee shall be deemed hereby to have appointed Liberum, and/or Peel Hunt or any of its or their nominees to sell (in one or more transactions) any or all of the Firm Placing Shares and/or Placing Shares (as applicable) in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Liberum or Peel Hunt (as the case may be) in respect of any liability for UK stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales. A sale of all or any of such Firm Placing Shares and/or Placing Shares shall not release the relevant Placee from the obligation to make such payment for Firm Placing Shares and/or Placing Shares to the extent that Liberum, Peel Hunt or its or their nominee has failed to sell such Firm Placing Shares and/or Placing Shares at a consideration which after deduction of expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, is equal to or exceeds the Offer Price per Firm Placing Share and/or Placing Share.

5.       REPRESENTATIONS AND WARRANTIES

By receiving this announcement, each Placee and/or any person confirming his agreement to subscribe for Firm Placing Shares and/or Placing Shares on behalf of a Placee or authorising Liberum and/or Peel Hunt to notify a Placee's name to the Receiving Agent, is deemed to acknowledge, agree, undertake, represent and warrant to each of Liberum, Peel Hunt, the Receiving Agent and the Company that:

(A)     it has read and understood this announcement (including this appendix) in its entirety and that its acquisition of the New Ordinary Shares is made solely on the terms and subject to the conditions, representations, warranties, acknowledgements, agreements and undertakings contained herein;

(B)     it has made its own assessment of the New Ordinary Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Firm Placing and/or the Placing;

(C)     neither Liberum, Peel Hunt, nor any of its or their affiliates or any person acting on behalf of any of them has provided, or will provide the Placee, with any material or information regarding the New Ordinary Shares, the Firm Placing or the Placing other than this announcement; nor has the Placee requested Liberum, Peel Hunt, the Company or any of its or their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(D)     the content of this announcement is exclusively the responsibility of the Company and that none of Liberum, Peel Hunt, their respective affiliates or any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this announcement or any information previously or subsequently published by or on behalf of the Company;

(E)     it has made its own assessment of the Company and the terms of the Firm Placing and Placing based on this announcement (including this appendix) and the Company's publicly available information, such information being all that it deems necessary to make an investment decision in respect of the New Ordinary Shares and that it has neither received nor relied on any information given or representations, warranties or statements made by Liberum, Peel Hunt or the Company or any of their affiliates or any person acting on behalf of any of them and neither Liberum, Peel Hunt, nor the Company nor any of its or their affiliates nor any person acting on behalf of any of them will be liable for any Placee's decision to accept an invitation to participate in the Firm Placing and/or Placing based on any information, representation, warranty or statement other than that contained in this announcement;

(F)      it will not hold Liberum, Peel Hunt or any of their respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company and that none of Liberum and Peel Hunt nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any such information;

(G)     it acknowledges that the New Ordinary Shares will be admitted to the Official List of the FCA and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and the Placee is able to obtain or access such information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

(H)     it has the funds available to pay the Total Amount payable pursuant to its Placing Commitment and acknowledges, agrees and undertakes that it will pay the Total Amount in accordance with the terms of this appendix on the due time and dates notified by Liberum and/or Peel Hunt (as the case may be), failing which the relevant New Ordinary Shares may be placed with other placees or sold at such price as Liberum and/or Peel Hunt determines;

(I)       it:

(i)       is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(ii)      is entitled to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it;

(iii)     has fully observed such laws;

(iv)     has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for New Ordinary Shares and to execute and deliver all documents necessary for such subscription and will honour such obligations; and

(v)     has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledge it is required to comply with all applicable laws and regulations with respect to its subscription for the New Ordinary Shares;

(J)      after giving effect to its subscription of the New Ordinary Shares comprised in its Placing Commitment, it will inform Liberum and/or Peel Hunt (as the case may be) if such acquisition will cause it to be required to make a notification to the Company in accordance with Rule 5.1.2R of the Disclosure Guidance and Transparency Rules;

(K)     after giving effect to its subscription of the New Ordinary Shares comprised in its Placing Commitment, its total aggregate holding of issued Ordinary Shares, together with any such Ordinary Shares held by any person acting in concert with its (as that term is used for the purposes of the City Code), will not exceed 29.9 per cent. of the voting rights of the Company;

(L)      it is not, and any person who it is acting on behalf of is not, and at the time the New Ordinary Shares are subscribed will not be, a resident of, or with an address in, Australia, New Zealand, The Republic of South Africa, Canada or Japan, and it acknowledges and agrees that the New Ordinary Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, New Zealand, The Republic of South Africa, Canada or Japan and, subject to certain exceptions, may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

(M)    it is outside the United States and, subject to certain exceptions, the New Ordinary Shares have not been and are not being offered or sold to any Placee except outside the United States in an "offshore transaction" (within the meaning of Regulation S under the US Securities Act) and it will not offer, sell or deliver, directly or indirectly, any New Ordinary Shares in or into the United States. It acknowledges and agrees that there is no present intention to register any of the New Ordinary Shares for sale or re-sale under the US Securities Act and that there can be no representation as to the availability of any exemption under the US Securities Act;

(N)    it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for New Ordinary Shares is given and it is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States;

(O)    it is:

(i)  a person described in Article 19(5) (Investment Professionals) and/or 49(2) (high net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), and/or an authorised person as defined in section 31 of the FSMA; or

(ii) a high net worth entity as described in article 49(2) of the FPO; or

(iii) a "qualified investor" falling within Articles 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; or

(iv) a person to whom this Announcement may otherwise lawfully be communicated and in all cases who is capable of being categorised as a professional client or an eligible counterparty for the purposes of the FCA Conduct of Business Rules.

For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any New Ordinary Shares that are allocated to it for the purposes of its business only;

(P)    it has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the New Ordinary Shares comprised in its Placing Commitment, and it is able to bear the economic risk and financial risk (including sustaining a complete loss) of the purchase of such New Ordinary Shares and it has had sufficient time to consider and conduct its own investigation with respect to its purchase of the New Ordinary Shares including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and it will not look to the Company, Liberum, Peel Hunt or any of their respective affiliates or any person acting on their behalf for all or part of any loss it may suffer in connection with its purchase of such New Ordinary Shares;

(Q)    it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this announcement is not being issued by either Liberum or Peel Hunt in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it were made or approved as a financial promotion by an authorised person;

(R)     it is aware of and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

(S)     it will not make any offer to the public of the New Ordinary Shares and has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any EEA State within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any EEA State);

(T)      it has not been engaged to subscribe for the New Ordinary Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged to enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of the FSMA;

(U)     it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by such laws and regulations;

(V)     it is aware of and has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and confirms that it will continue to comply with those obligations;

(W)    the allocation, allotment, issue and delivery to the Placee, or the person specified by it for registration as a holder of New Ordinary Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for New Ordinary Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of New Ordinary Shares, is not participating in the Firm Placing and/or the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of New Ordinary Shares would give rise to such a liability;

(X)      it, or the person specified by it for registration as a holder of the New Ordinary Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the New Ordinary Shares or the agreement to subscribe for the New Ordinary Shares and acknowledges and agrees that neither Liberum, Peel Hunt nor the Company nor any of its or their respective affiliates nor any person acting on behalf of any of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement;

(Y)     neither Liberum, Peel Hunt nor any of its or their affiliates nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Firm Placing and/or the Placing and that its participation in the Firm Placing and/or the Placing is on the basis that it is not and will not be a client of Liberum and/or Peel Hunt (as the case me be) and that neither Liberum nor Peel Hunt has any duties or responsibilities to it for providing the protections afforded to their clients or customers under the rules of the FCA or for providing advice in relation to the Firm Placing and/or the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. In addition, any payment by them will not be treated as client money governed by the rules of the FCA;

(Z)      in order to ensure compliance with the Money Laundering Regulations, Liberum and Peel Hunt (for themselves and as agents on behalf of the Company) or the Company's registrars may, in its or their absolute discretion, require verification of any Placee's identity. Pending the provision to Liberum, Peel Hunt or the Receiving Agent, as applicable, of evidence of identity, definitive certificates in respect of the New Ordinary Shares may be retained at its or their absolute discretion or, where appropriate, delivery of the New Ordinary Shares to it in uncertificated form, may be retained at Liberum's, Peel Hunt's or the Receiving Agent's, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Liberum, Peel Hunt (for themselves and as agents on behalf of the Company) or the Receiving Agent have not received evidence satisfactory to them, Liberum, Peel Hunt and/or the Company may, at the absolute discretion of each, terminate its commitment in respect of the Firm Placing and/or the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

(AA)   save in the event of fraud (and to the extent permitted by the rules of the FCA), none of Liberum and Peel Hunt nor any of their respective affiliates shall be liable to a Placee for any matter arising out of the role of Liberum and Peel Hunt as the Company's brokers under the Firm Placing and/or Placing and each Placee waives any claim against Liberum and/or Peel Hunt or any of their respective affiliates with it may have in respect thereof;

(BB)   the Placee irrevocably appoints any duly authorised officer of Liberum Peel Hunt and/or as its agent for the purpose of executing and delivering to the Company and/or the Receiving Agent any documents on its behalf necessary to enable it to be registered as the holder of any of the Firm Placing Shares and/or Placing Shares (as applicable) for which it agrees to subscribe or purchase upon the terms of this appendix; and

(CC)   it agrees to indemnify and hold the Company, Liberum and Peel Hunt and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements set out in this appendix.

The Placee acknowledges and understands that the Company, Liberum and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, acknowledgements and undertakings.

The Placee indemnifies on an after-tax basis and holds harmless each of Liberum and Peel Hunt and each person affiliated with Liberum and/or Peel Hunt and any person acting on its or their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings set out in this appendix and further agrees that the provisions of this appendix shall survive after completion of the Firm Placing and the Placing.

6. OFF-SET

(A)     If the relevant Placee is also a Qualifying Shareholder and it applies to subscribe for Open Offer Shares to which it is entitled under the Open Offer in accordance with its terms, such Placee can elect to have all or part of the number of conditionally placed Open Offer Shares (subject to clawback) comprised in its Placing Commitment reduced by up to the number of Open Offer Shares which it has validly applied and paid for under the Open Offer ("Off-Set").

(B)     If the relevant Placee is also a Qualifying Shareholder and wishes to take advantage of the Off-Set arrangements, it should notify Liberum or Peel Hunt (as the case may be) without delay and in any event by 4.30 p.m. on 27 June 2017 which will issue the relevant instruction form. If the completed instruction form has not been received by Liberum or Peel Hunt (as the case may be) by 11.00 a.m. on 3 July 2017, the relevant Placee will be deemed to have waived its right of Off-Set.

(C)     By accepting the Placing Commitment, the Placee agrees and acknowledges that to the extent that other Placees who are Qualifying Shareholders and who qualify for Off-Set take up New Ordinary Shares under the Open Offer and elect to reduce the number of New Ordinary Shares for which they are obliged to subscribe under their Placing Commitment, the number of Open Offer Shares subject to clawback which form part of its Placing Commitment may be proportionately increased (although it will not exceed the maximum number of such Placing Shares for which it has agreed to subscribe).

7.         CLAWBACK OF THE PLACING SHARES

The commitments of a Placing Placee to subscribe for the number of Placing Shares allotted to them is subject to the right of the Company (in consultation with Liberum and Peel Hunt) to clawback any or all of such Placing Shares in order to satisfy valid applications by Qualifying Shareholders under the Open Offer and, at the discretion of the Company (in consultation with Liberum and Peel Hunt) under the Excess Application Facility. The number of Placing Shares to be clawed back from Placing Placees will be calculated pro ratato each Placing Placee's commitment to subscribe for Placing Shares.

8.       MISCELLANEOUS

The rights and remedies of Liberum, Peel Hunt, the Receiving Agent and the Company under this appendix and the terms and conditions contained herein are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, each Placee may be asked to disclose, in writing or orally to Liberum and/or Peel Hunt (as the case may be):

(A)     if he is an individual, his nationality; or

(B)     if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Liberum and/or Peel Hunt (as the case may be).

The provisions of these terms and conditions of the Firm Placing and/or the Placing may be waived, varied or modified as regards specific Placees or on a general basis by Liberum and/or Peel Hunt (as the case may be) without reference to any Placee and with no liability to any Placee whatsoever.

The contract to subscribe for New Ordinary Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Liberum, Peel Hunt, the Company and the Receiving Agent, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for New Ordinary Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several.

In addition to the provisions of paragraph 7 of this appendix, Liberum, Peel Hunt and the Company each expressly reserve the right to modify the Firm Placing and/or the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Firm Placing Shares under the Firm Placing and/or of Placing Shares under the Placing are determined.