NRR Newriver Reit Plc

 

TIDMNRR 
 
RNS Number : 1297V 
NewRiver Retail Limited 
28 October 2010 
 

 
 Not for release, publication or distribution, in whole or in part, in, into or 
    from any jurisdiction where to do so would constitute a violation of the 
                       relevant laws in that jurisdiction 
 
              NewRiver Retail Limited ("NewRiver" or "The Company") 
    Proposed REIT conversion, issue of up to GBP25.0 million of convertible 
          unsecured loan stock, portfolio acquisition and notice of EGM 
 
NewRiver Retail Limited, the specialist real estate investor and asset manager, 
today announces a range of proposals to continue the Company's growth and 
development: 
·             the proposed election to HMRC to become a UK real estate 
investment trust ("UK-REIT") 
·             the proposed issue of up to GBP25.0 million of 5.85 per cent. 
Convertible Unsecured Loan Stock 
·             the acquisition of a portfolio of five UK retail properties from 
Standard Life for GBP14.0 million 
REIT Conversion 
After a thorough review by the NewRiver Board, and in light of the interest of 
UK and international real estate investors in UK-REITs, the Company proposes to 
make an election to become a UK-REIT. The Board considers that conversion will 
make the Company more attractive to UK and international real estate investors 
and should improve the Company's access to additional capital. For these 
reasons, which are described in more detail in the circular posted to 
shareholders today (which is also available on the Company's website, 
www.newriverretail.com), the Board believes that conversion to a UK-REIT 
platform would be in the best interests of the Company's shareholders as a 
whole. 
Proposed issue of the Convertible Unsecured Loan Stock ("CULS") 
The Company is seeking to raise up to GBP25.0 million, through the issue, at 
par, of the CULS which will be issued with a coupon of 5.85 per cent. and a 
conversion rate of 1 Ordinary Share for every GBP2.80 nominal value of CULS. The 
closing mid-market price of NewRiver shares on 27 October 2010 was 249 pence. 
Of the GBP25.0 million of CULS, GBP15.0 million is to be placed firm with a fund 
managed by Forum Partners Investment Management LLC ("Forum"), the global real 
estate investment management firm, with up to a further GBP10.0 million 
available for subsequent issue by the Group at its discretion. A fund managed by 
Forum has conditionally committed for a period of three months from the date of 
REIT conversion to subscribe, at the request of NewRiver, for up to GBP2.0 
million nominal value of CULS and funds managed by Spearpoint Limited 
("Spearpoint"), the Channel Islands based independent investment boutique, have 
conditionally committed for a period of three months from the date of REIT 
conversion to subscribe, again at the request of NewRiver, for up to GBP8.0 
million nominal value of CULS. 
If the further CULS are issued within the three months post REIT conversion then 
they will be issued on identical terms to those announced today. Thereafter, the 
Board is seeking the authority to issue a further GBP10.0 million of CULS on as 
nearly identical terms as possible, subject to any amendments necessary taking 
into account the then prevailing market conditions, at any point up to the 
Company's next AGM, at which point the authority will lapse unless renewed by 
shareholders. 
Under the terms of the CULS instrument, any outstanding CULS shall be repaid in 
full on 31 December 2015. Until the CULS has been repaid by the Issuer in full 
or converted into ordinary shares of no par value in the Company ("Ordinary 
Shares"), interest will accrue on it on a daily basis at a gross rate equal to 
an annual rate of 5.85 per cent.. Such interest is due and payable by the Issuer 
on 30 June 2011 and thereafter on 31 December and 30 June in any year whilst the 
CULS remains outstanding. 
Prior to such repayment, a holder of CULS may convert all or any of its CULS 
into Ordinary Shares at the rate of 1 Ordinary Share for every GBP2.80 nominal 
value of CULS held during the period commencing on the date of issue and ending 
on the expected repayment date of 31 December 2015. 
Under the rules of the CISX, the Company is currently not able to issue the CULS 
itself.  Therefore, the Company has incorporated the Issuer, a wholly-owned, 
special purpose vehicle created for the sole purpose of issuing the CULS. 
Application will be made for the CULS to be admitted to trading on the Daily 
Official List of the CISX. It is expected that admission will become effective 
and dealings in the CULS will commence on the CISX at 8:00 a.m. on 24 November 
2010. The Issuer will comply with the abbreviated CISX regime in relation to 
listed debt securities. 
Acquisition of the Standard Life Portfolio 
NewRiver Retail Portfolio No. 2 Limited, a wholly-owned subsidiary of the 
Company, has conditionally exchanged contracts to acquire a group of five 
properties from Standard Life (the "Standard Life Portfolio") for a total 
consideration of GBP14.0 million. In aggregate, the net initial yield of the 
portfolio is projected to be 9.0 per cent.. 
The acquisition of the Standard Life Portfolio is not conditional upon the issue 
of the CULS or the Company's conversion to a UK-REIT. Certain of the proceeds of 
the CULS will initially be utilised by NewRiver Retail Portfolio No. 2 Limited 
to complete this acquisition until external senior debt is drawn down, with the 
balance of the proceeds of the issue of the CULS to be applied in the Company's 
continuing investment programme. 
The five retail properties comprising the Standard Life Portfolio have an 
approximate total net lettable area of 139,000 square foot and are in the 
following locations: Doncaster, Grimsby, Hereford, Warrington and Worthing and 
the key retail tenants are Superdrug, Next, TK Maxx and New Look. The portfolio 
has a weighted average unexpired lease term of 6.5 years. 
Board composition 
Subject to Shareholder approval of the UK-REIT conversion at the Extraordinary 
General Meeting ("EGM"), it is proposed that Allan Lockhart, Mark Davies and 
Nick Sewell be appointed to the Board. Each of Allan, Mark and Nick are 
directors of NewRiver Capital and are employed by the Group. They will not 
receive any additional remuneration for their appointments as Directors of the 
Company. 
In addition, subject to the approval of the resolutions by the NewRiver 
shareholders at the EGM and the subscription agreement with Forum becoming 
unconditional in accordance with its terms, it is proposed that Andrew Walker be 
appointed to the Board as Forum's representative. 
Extraordinary General Meeting 
The EGM will be held at the offices of Morgan Sharpe at Isabelle Chambers, Route 
Isabelle, St Peter Port, Guernsey on 19 November 2010 at 10am. Details of the 
proposals, including the resolutions to be proposed at the EGM, are set out in a 
circular which will be posted to shareholders today and is available on the 
Company's website - www.newriverretail.com. 
David Lockhart, Executive Director of NewRiver Retail Limited said: 
"This is a key fundraise for NewRiver, enabling us to keep up the momentum on a 
number of excellent acquisition opportunities currently in the pipeline. We are 
delighted to welcome two new cornerstone investors in Forum and Spearpoint, who 
are both well known to the management team at NewRiver, as the fund managers 
were substantial long-term investors in Halladale, and are supportive of our 
ambitious growth plans. 
"Having deployed all of the funds raised at the time of Admission of the Company 
to AIM in 2009 and subsequent fundraising in April this year, NewRiver has 
acquired a diversified and well-balanced portfolio with numerous value-creating 
asset management opportunities. With the strength of the pipeline, NewRiver has 
every expectation that the proceeds of the CULS will be utilised in full over 
the next few months. 
"The proposed conversion to UK REIT status is an important structural change for 
the Company that will bring NewRiver onshore, is tax efficient and offers 
shareholders transparency on our profit distribution policy with the requirement 
to pay out a minimum of 90% of the income profits of the Company's property 
rental business. These are all important developments for NewRiver as we 
continue to grow and realise our ambition of becoming the UK's leading 
specialist retail real estate investor and asset manager." 
                                    - Ends - 
For further information: 
 
Details of the proposals, including the resolutions to be proposed at the EGM, 
are set out in a circular which will be posted to shareholders today and is 
available on the Company's website - www.newriverretail.com. 
 
NewRiver Retail Limited 
Serena Tremlett 
                                             Tel: 01481 735 540 
 
NewRiver Capital Limited 
 
David Lockhart 
                                               Tel: 0203 328 5800 
 
Kinmont (Financial Adviser) 
John O'Malley 
Mathew Thackery 
                                          Tel: 0207 087 9100 
 
Cenkos Securities 
 
Ian Soanes 
Max Hartley 
                                                 Tel: 0207 397 8900 
 
Pelham Bell Pottinger 
 
David Rydell 
Rosanne Perry 
                                              Tel: 0207 861 3232 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCKKODDOBDDOKB 
 

Grafico Azioni Newriver Reit (LSE:NRR)
Storico
Da Giu 2024 a Lug 2024

Grafico Azioni Newriver Reit (LSE:NRR)
Storico
Da Lug 2023 a Lug 2024