NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
26 September 2024
RECOMMENDED CASH AND SHARE
OFFER
by
NEWRIVER REIT PLC
for
CAPITAL & REGIONAL
PLC
ANNOUNCEMENT OF FCA
APPROVAL
On 24 September 2024, the boards of NewRiver
REIT plc ("NewRiver") and Capital & Regional plc ("Capital
& Regional") announced that they had reached agreement on the
terms of a recommended cash and share offer by NewRiver for the
entire issued and to be issued share capital of Capital &
Regional (the "Combination") pursuant to Rule 2.7 of the Takeover
Code (the "2.7 Announcement"), to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
As set out in Appendix 1 to the 2.7
Announcement, the Combination and proposed Scheme were subject to a
number of Conditions, including receipt or deemed receipt of
approval from the Financial Conduct Authority ("FCA") in respect of
the proposed change in control of Capital & Regional Property
Management Limited (an indirect, wholly-owned subsidiary of Capital
& Regional), upon completion of the acquisition of Capital
& Regional by NewRiver.
NewRiver and Capital & Regional are pleased
to announce that the requisite approval has been received from the
FCA.
It is expected that the Scheme Document
containing, amongst other things, further information about the
Combination and notices of the Capital & Regional Meetings,
together with the Capital & Regional Forms of Proxy, and the
Prospectus containing, amongst other things, further information on
NewRiver and the Combined Group and notice of the NewRiver General
Meeting, together with the NewRiver Form of Proxy, will be
published within 28 days of the date of the 2.7 Announcement (or
such later date as may be agreed by NewRiver and Capital &
Regional with the consent of the Panel).
A further update regarding the other
outstanding Conditions and envisaged timetable will be made as and
when appropriate.
Capitalised terms used in this announcement,
unless otherwise defined, shall have the meanings given to them in
the 2.7 Announcement.
Enquiries
NewRiver REIT
plc
|
Allan Lockhart (Chief Executive)
Will Hobman (Chief Financial
Officer)
|
+44 20 3328 5800
|
Jefferies
International Limited (Lead Financial Adviser
and Joint Corporate Broker to NewRiver)
|
Philip Noblet
Rishi Bhuchar
Ed Matthews
Andrew Morris
William Brown
|
+44 20 7029 8600
|
Kinmont
Limited (Joint Financial Adviser to
NewRiver)
|
|
Gavin Kelly
Mat Thackery
|
+44 20 7087 9100
|
Panmure
Liberum Limited (Sole Sponsor and Joint
Corporate Broker to NewRiver)
|
|
Jamie Richards
David Watkins
Amrit Mahbubani
Nikhil Varghese
|
+44 20 3100 2000
|
Shore Capital
Stockbrokers Limited (Joint Corporate Broker to
NewRiver)
|
Mark Percy (Corporate Advisory)
James Thomas (Corporate Advisory)
Ben Canning (Corporate Broking)
Malachy McEntyre (Corporate Broking)
|
+44 20 7408 4090
|
FTI
Consulting (Communications Adviser to
NewRiver)
|
Dido Laurimore
Giles Barrie
|
+44 20 3727 1000
|
Capital & Regional
plc
|
Lawrence Hutchings
Stuart Wetherly
|
Via FTI Consulting
|
Deutsche
Numis (Joint Financial Adviser, Joint Rule 3
adviser and Joint Broker to Capital & Regional)
|
Ben Stoop
Stuart Ord
Jack McLaren
|
+44 20 7260 1000
|
Stifel (Joint
Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital
& Regional)
|
Mark Young
Nick Harland
Jonathan Wilkes-Green
Catriona Neville
|
+44 20 7710 7600
|
Java
Capital (JSE Sponsor to Capital &
Regional)
|
Daniel Ross
Shivani Bhikha
|
+27 (0)83 716 8665
+27 (0)78 120 6931
|
FTI
Consulting (Communications Adviser to Capital
& Regional)
|
Richard Sunderland
Bryn Woodward
Oliver Parsons
|
+44 20 3727 1000
|
Capital & Regional is listed on the main
market of the London Stock Exchange and has a secondary listing on
the Johannesburg Stock Exchange.
Further Information
This
announcement is for information purposes only and is not intended
to and does not constitute, or form part of an offer, invitation or
the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Combination or otherwise, nor shall there be any sale,
issuance or transfer of securities of Capital & Regional or
NewRiver in any jurisdiction in contravention of applicable law. In
particular, this announcement does not constitute an offer of
securities to the public as contemplated in the South African
Companies Act, 71 of 2008.
The
Combination will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Combination is implemented by way of a
Takeover Offer, the Offer Document), which will contain the full
terms and conditions of the Combination, including details of how
Capital & Regional Shareholders may vote, or procure the vote,
in respect of the Combination.
NewRiver will
prepare the Prospectus, containing information on the New NewRiver
Shares and the Combined Group.
Capital &
Regional and NewRiver urge Capital & Regional Shareholders to
read the Scheme Document and the Prospectus carefully when they
become available because they will contain important information in
relation to the Combination, the New NewRiver Shares and the
Combined Group.
NewRiver also
urges NewRiver Shareholders to read the Prospectus carefully when
it becomes available because it will contain important information
in relation to the Combination, the New NewRiver Shares and the
Combined Group.
Any decision
in respect of, or other response to, the Combination should be made
on the basis of the information contained in the Scheme Document
and the Prospectus (or, in the event that the Combination is to be
implemented by means of a Takeover Offer, the Offer Document) and
the Prospectus.
Any vote in
respect of resolutions to be proposed at the Capital & Regional
Meetings or the NewRiver General Meeting, the Scheme or related
matters, should be made only on the basis of the information
contained in the Scheme Document (or, if the Combination is
implemented by way of a Takeover Offer, the Offer Document) and the
Prospectus.
This
announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
Jefferies
International Limited ("Jefferies"), Panmure Liberum Limited
("Panmure Liberum") and
Shore Capital Stockbrokers Limited ("Shore Capital", and together with
Jefferies and Panmure Liberum, the "Joint Brokers") are authorised and
regulated by the FCA in the United Kingdom. Jefferies is acting as
lead financial adviser, Panmure Liberum is acting as sole sponsor,
and the Joint Brokers are each acting as joint broker, joint global
co-ordinator and joint bookrunner exclusively for NewRiver
and no one else in connection with
the Combination and shall not be responsible to anyone other than
NewRiver for providing the protections afforded to their clients,
nor for providing advice in connection with the Combination or any
matter referred to herein. None of the Joint Brokers nor any of
their affiliates (nor any of them or their respective directors,
officers, employees, representatives or agents) owe or accept any
duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of such
Joint Broker in connection with the Combination, this announcement,
any statement contained herein or otherwise.
Kinmont Limited ("Kinmont"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for NewRiver and no one else in connection with the Combination and
shall not be responsible to anyone other than NewRiver for
providing the protections afforded to clients of Kinmont, nor for
providing advice in connection with the Combination or any matter
referred to herein. Neither Kinmont nor any of its affiliates (nor
any of its or their respective directors, officers, employees,
representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Kinmont in connection with the
Combination, this announcement, any statement contained herein or
otherwise.
Numis Securities Limited ("Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for Capital & Regional and
no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Capital &
Regional for providing the protections afforded to clients
of Deutsche Numis, nor for providing advice in relation to any
matter referred to herein. Neither Deutsche Numis nor any of its
affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this
announcement, any statement contained herein or
otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Capital & Regional and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Capital & Regional for providing the protections afforded to
clients of Stifel, nor for providing advice in relation to any
matter referred to herein.
Java Capital Trustees and Sponsors Proprietary Limited
("Java Capital"), which is
authorised and regulated in South Africa by the JSE, which is
licensed as a securities exchange and is regulated by the Financial
Sector Conduct Authority and the Prudential Authority of South
Africa, is acting as JSE sponsor exclusively for Capital &
Regional and for no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Capital & Regional for providing the
protections afforded to clients of Java Capital or for providing
advice in relation to the contents of, or matters referred to in,
this announcement or any matter referred to herein. Neither Java
Capital nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Java Capital in connection with this announcement, any statement or
other matter or arrangement referred to herein or
otherwise.
Overseas Shareholders
This
announcement has been prepared in accordance with, and for the
purpose of complying with, the laws of England and Wales and the
Code, and information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside
England.
The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom and South Africa may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom and South
Africa should inform themselves about, and observe any applicable
requirements of their jurisdictions.
In connection
with the Combination, Capital & Regional Shareholders who are
not resident in and citizens of the United Kingdom or may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions.
In
particular, the ability of persons who are not resident in the
United Kingdom or South Africa to
vote their Capital & Regional Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver Capital &
Regional Forms of Proxy appointing another to vote at the Court
Meeting on their behalf; and persons who are not resident in the
United Kingdom (including, in this instance, persons who are
resident in South Africa) to receive New NewRiver Shares in part
consideration pursuant to terms of the Combination, may be affected
by the laws of the relevant jurisdictions in which they are
located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Combination disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Unless
otherwise determined by NewRiver or required by the Code, and
permitted by applicable law and regulation, the Combination will
not be made available, in whole or in part, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Combination by any such use, means, instrumentality
or from within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal
documentation relating to the Combination are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Combination. If the Combination is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The
Combination will be subject to the applicable requirements of the
Companies Act, the Code, the Panel, the UK Listing Rules, MAR, the
Financial Conduct Authority, the London Stock Exchange, the
Johannesburg Stock Exchange and the JSE Listing
Requirements.
The
information contained in this announcement constitutes factual
information as contemplated in section 1(3)(a) of the South African
Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended ("FAIS Act") and should not be construed as express or
implied advice (as that term is used in the FAIS Act and/or the
South African Financial Markets Act, 19 of 2012, as amended) that
any particular transaction in respect of the Combination, is
appropriate to the particular investment objectives, financial
situations or needs of a shareholder, and nothing in this
announcement should be construed as constituting the canvassing
for, or marketing or advertising of, financial services in South
Africa. NewRiver is not a financial services provider licensed as
such under the FAIS Act.
Nothing in
this announcement should be viewed, or construed, as "advice", as
that term is used in the South African Financial Markets Act, 19 of
2012, as amended.
Notice to US investors in Capital &
Regional
US holders of
Capital & Regional Shares should note that the Combination
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under, and governed
by, English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Combination is subject to the disclosure and
procedural requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules.
The financial
information included in this announcement and the Scheme Document
(or, if the Combination is implemented by way of a Takeover Offer,
the Offer Document) has been, or will have been, prepared in
accordance with International Financial Reporting Standards and
thus may not be comparable to the financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
The New
NewRiver Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof.
For the
purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10)
thereunder, Capital & Regional will advise the Court that its
sanctioning of the Scheme will be relied on by NewRiver as an
approval of the Scheme following a hearing on the fairness of the
terms and conditions of the Scheme to Capital & Regional
Shareholders, at which Court hearing all Capital & Regional
Shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all such
holders.
None of the
securities referred to in this announcement have been approved or
disapproved by the SEC or any US state securities commission, nor
have any such authorities passed judgment upon the fairness or the
merits of the Combination or determined if this announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
Capital &
Regional Shareholders who are or will be affiliates (within the
meaning of Rule 144 under the US Securities Act) of NewRiver after
the Effective Date will be subject to certain US transfer
restrictions relating to the New NewRiver Shares received pursuant
to the Scheme as will be further described in the Scheme
Document.
However, if,
in the future, NewRiver exercises the right to implement the
Combination by way of a Takeover Offer and determines to extend the
offer into the United States, the Takeover Offer will be made in
compliance with applicable United States tender offer and
securities laws and regulations and the requirements of US state
securities laws, in each case, to the extent any exemptions
thereunder are not applicable.
A US holder
of Capital & Regional Shares should be aware that the
transactions contemplated herein may have tax consequences for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Capital &
Regional Shareholder is therefore urged to consult with legal, tax
and financial advisers in connection with making a decision
regarding the Combination.
It may be
difficult for US holders of Capital & Regional Shares to
enforce their rights and any claims arising out of US federal laws,
since each of NewRiver and Capital & Regional are located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Capital & Regional Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
To the extent
permitted by applicable law, in accordance with normal UK practice,
NewRiver, certain affiliated companies and their nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Capital & Regional
Shares outside of the US, other than pursuant to the Combination,
until the date on which the Combination and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
www.londonstockexchange.com
and via SENS.
Disclosure requirements of the
Code
Under Rule
8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London time)
on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening
Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of
the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a
website
In accordance
with Rules 26.1 and 26.2 of the Code, a copy of this announcement
and other documents in connection with the Combination will be made
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Capital &
Regional's website at https://capreg.com/investor-info/possible-offer/
and NewRiver's website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/disclaimer
by no later than 12 noon (London
time) on the first Business Day following the date of this
announcement.
For the
avoidance of doubt, neither the contents of these websites nor the
contents of any websites accessible from any hyperlinks is
incorporated into or forms part of this
announcement.