TIDMNRR
RNS Number : 3461H
NewRiver Retail Limited
19 June 2013
19 June 2013
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
NewRiver Retail Limited
("NewRiver", the "Company" or the "Group")
Proposed GBP67 million Placing and notice of Extraordinary
General Meeting
NewRiver Retail Limited (AIM and CISX: NRR), the UK REIT
specialising in value-creating retail property investment and
active asset management, announces that it proposes to raise GBP67
million (approximately GBP65 million net of expenses) through the
issue of 32,682,927 new Ordinary Shares by way of a Firm Placing
and an Additional Placing (the "Placing") for subscription at a
price of 205 pence per Placing Share.
Highlights:
-- Issue of 31,707,318 new Ordinary Shares through a Firm
Placing raising gross proceeds of GBP65 million
-- Issue of 975,609 new Ordinary Shares through an Additional
Placing raising gross proceeds of GBP2 million
-- The proceeds of the Placing will be deployed on standalone
acquisitions, joint ventures and co-investments
-- NewRiver is currently exploring a range of acquisition
opportunities and will seek to complete a number of them using the
proceeds of the Placing
-- The Placing is conditional on the passing of the Resolutions
at the Extraordinary General Meeting to be held on 10 July 2013. If
the Resolutions are passed and the other conditions to the Placing
are satisfied (or waived, if applicable), it is expected that
dealings in the Placing Shares will commence on AIM and the CISX at
8.00 a.m. on 11 July 2013
The Company has built a substantial portfolio of assets in the
period since flotation in September 2009. NewRiver now owns or
manages 23 shopping centres and other town centre assets with a
current capital value of circa GBP400 million making it the fourth
largest owner and operator in the UK by number of retail assets
over 50,000 sq ft.
David Lockhart, Chief Executive of NewRiver Retail, said: "In
the four years since IPO, NewRiver has built a diverse, high
quality and higher yielding portfolio of income generating assets.
Our proven investment strategy focused on driving income returns
and enhancing value through active asset management and
risk-controlled development has also led NewRiver to its third
consecutive year of growth.
"Retail is a dynamic sector that is pivotal to the UK economy
and provides considerable opportunities for growth.The Directors
believe that NewRiver is well-positioned to take advantage of
current favourable market conditions and is taking the opportunity
to raise further equity for investment to enlarge the asset base
and increase long term shareholder value."
-ends-
For further information
NewRiver Retail Limited Tel: 020 3328 5800
David Lockhart, Chief Executive
Mark Davies, Finance Director
Pelham Bell Pottinger Tel: 020 7861 3232
David Rydell/Guy Scarborough/Charlotte
Offredi
Cenkos Securities Tel: 020 7397 8900
Ian Soanes/Max Hartley
Liberum Capital Tel: 020 3100 2000
Shane Le Prevost/Tim Graham
Kinmont Tel: 020 7087 9100
Mat Thackery/Gavin Kelly
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2013
Despatch of the Shareholder Circular and 19 June
Forms of Proxy
Latest time and date for subscriptions for 5.00 p.m. on 27 June
Additional Placing Shares
Latest time and date for receipt of Forms 10.00 a.m. on 8 July
of Proxy and receipt of electronic proxy
appointments by Shareholders for the Extraordinary
General Meeting
Time and date of the Extraordinary General 10.00 a.m. on 10 July
Meeting
Announcement of the results of the Extraordinary 10 July
General Meeting and the Placing
Admission effective and dealings commence 8.00 a.m. on 11 July
in the Placing Shares on AIM and CISX
CREST stock accounts to be credited with 8.00 a.m. on 11 July
the Placing Shares in uncertificated form
Despatch of definitive share certificates by 16 July
for the Placing Shares in certificated form
Notes:
(1) A reference to a time in this document is to London time
unless otherwise stated.
(2) The times and dates set out in the expected timetable of
principal events above and mentioned throughout this document may
be adjusted by the Company, in which event details of the new times
and/or dates will be notified to investors.
Background to and Reasons for the Placing
The Board believes that NewRiver has invested well and created a
good platform for expansion. The Directors believe that the timing
is right for NewRiver to take advantage of favourable retail real
estate market conditions and raise further equity for investment.
The Group is well-positioned and the core stock selection and asset
management skills of the NewRiver Management Team are well-suited
to the current environment.
The proceeds of the Placing will be deployed on standalone
acquisitions, joint ventures and co-investments. The Company is
currently exploring a range of acquisition opportunities and will
seek to complete a number of them using the proceeds of the
Placing.
Trading Update
On 23 May 2013, the Company released its audited results for the
12 months ended 31 March 2013. In the year under review, Group
revenue increased by 20 per cent. to GBP18.0 million, EPRA Adjusted
Profits increased 7 per cent. to GBP5.2 million and dividends per
share increased 7 per cent. to 16 pence. EPRA NAV per share at the
year end was 240 pence per share and net assets stood at GBP80
million.
As well as delivering its third consecutive year of growth in
revenue, profit and dividend, the Company laid strong foundations
for the future with the signing of a significant joint venture
relationship. In December 2012, NewRiver formed a joint venture
with LVS, a subsidiary of PIMCO BRAVO Fund, L.P. The joint venture
is a transformational relationship that the Directors consider will
deliver strong returns to Shareholders through the combination of
LVS' capital and NewRiver's expertise. The agreement has already
secured the initial acquisition of a GBP90 million portfolio of
five shopping centres at a net initial yield of 9.7 per cent. LVS
has also invested directly in NewRiver and is currently the
Company's second largest shareholder. The proceeds of the Placing
would allow NewRiver, amongst other things, to expand its joint
venture activities with LVS.
Additionally, NewRiver recently won an asset management contract
for two shopping centres and one high street parade from the
administrator, Zolfo Cooper LLP. These properties are already
generating fee income.
Both initiatives are strong recognition of management's ability
to implement a high quality, active asset management and
risk-controlled development strategy.
The scale of the business grew significantly during the year
through to 31 March 2013. NewRiver now owns or manages 23 shopping
centres and other town centre assets with a current capital value
of circa GBP400 million making it the fourth largest owner and
operator in the UK by number of retail assets over 50,000 sq ft.
The asset base continues to be defensive, offering capital and
income growth through focusing on non-discretionary spend. During
the year, the Company further strengthened its assets by adding a
series of new, high quality food and value covenants to its
retailer mix, including Primark, Wagamama, Starbucks and
Nando's.
The NewRiver Management Team has had an active period, not just
in portfolio acquisitions, but in the active management of the
Company's assets. In the year to 31 March 2013, 142 leasing events
were completed; of these, 103 new leases and renewals were
completed at a combined 3.4 per cent above valuer's ERV.
Risk-controlled development also plays an important role in the
Company's total return strategy and major planning consents have
recently been achieved at NewRiver's centres in Wallsend, Erdington
and Widnes. The development pipeline extends to some 600,000 sq.
ft. of property.
With acquisition yields historically high and borrowing costs
historically low, the Board believes that the retail property
market continues to offer compelling buying opportunities. The
Company intends to take full advantage of these favourable
conditions.
NewRiver's Investment Focus
Introduction
The Company has built a substantial portfolio of assets in the
period since flotation in September 2009. NewRiver now owns or
manages 23 shopping centres and other town centre assets with a
current capital value of circa GBP400 million, making it the fourth
largest owner and operator in the UK by number of retail assets
over 50,000 sq ft.
The Company focuses on the food and value sub-sectors of retail
real estate with an emphasis on convenience and non-discretionary
spending. The Company is particularly attracted to retail assets
which serve everyday core household spending needs. NewRiver
believes that such assets offer attractive investment opportunities
at present given, amongst other things, attractive net initial
yields at current acquisition prices, sustainable income streams
and potential for growth through active asset management and
development initiatives.
NewRiver focuses on shopping centre investments but also
considers investment in retail parks, portfolios of retail assets
and vacant stores with sub-division potential. In addition, the
Company seeks to acquire assets in towns with lower occupational
costs as a percentage of tenant turnover. In such locations, there
tends to be limited competition from both out-of-town retailing and
competing town centres, resulting in a high retention of consumer
spend and a broader range of retailers.
NewRiver has a clear investment strategy focused on driving
income returns and unlocking value through active asset management
and risk-controlled development. The Company enjoys strong
relationships with many of the UK's leading food and value
retailers. The dynamic nature of the UK retail sector will see
major participants in the sub-sectors pursuing different real
estate strategies at any one time. This allows an active asset
manager, such as NewRiver, to operate on a national basis and bring
its knowledge of larger tenants with national businesses to local
property markets.
In making investment decisions, individual assets or portfolios
are appraised according to the Company's investment objectives set
out below. Management is also focused on the balance in NewRiver's
overall portfolio including the opportunity to create revenue
enhancements and cost efficiencies through scale. The Company's
portfolio is well spread geographically throughout the United
Kingdom and also benefits from a diversified income base of some
850 tenants.
Attractions of the Retail Sector
As a specialist UK-REIT, NewRiver focuses entirely on the UK
retail property sector which is the largest sector in the UK
commercial property market and continues to deliver resilient long
term performance.
Retail is a dynamic sector that is pivotal to the UK economy,
representing 20 per cent. of GDP. Retail sales remain resilient and
provide a range of opportunities for focused real estate investors
and asset managers.
The Directors believe that there are a number of attractive
investment opportunities available to the Company for the following
reasons:
-- Strength and depth in the UK's GBP311 billion annual retail
sales market
-- UK retail sales are estimated to grow by GBP5 billion in 2013
(1.6 per cent.), the highest increase since 2008
-- Approximately 45 per cent. of all UK retail sales are
generated by the large food retailers, including the discount food
retailers, who have consistently been growing their space
throughout the recession and into 2013
-- Major grocers continue to be significant investors in town
centre real estate, with a rapid expansion of space increasing
sales by 28 per cent. between 2007 and 2012
-- Current vacant rates are at their long term average and well
below the office and industrial sectors
-- There is a shortage of new, highly productive retail space
given the limited development activity undertaken over the last
three years
The Company believes that the pipeline of opportunities
presented to it is attractive, given the absolute pricing of these
assets relative to longer term valuations and relative to the
pricing of other retail real estate assets and other real estate
sectors in today's market.
Within the food and value sub-sectors there are a number of
retailers seeking additional space and with limited, recent
retailer development pipeline this provides attractive
opportunities to create value by meeting that demand. This is a
segment of retail where sales growth continues to be positive,
retailers are keen to acquire space across a range of store
formats, good tenant covenants are available and tenants are
historically keen to agree long lease terms.
The internet may also present an opportunity for traditional
retailers who are establishing multi-channel "click and collect
strategies". NewRiver has an active strategy in this regard,
including the introduction of free WiFi, Amazon Lockers and an
active social media policy to build on consumer loyalty and improve
footfall and extend dwell time.
Investment Focus
NewRiver's focus on assets which can generate immediate and
attractive cash-on-cash returns lies at the heart of its business
model. NewRiver focuses on driving the growth of income returns by
targeting higher yielding assets with the lowest risk profile
through affordable and sustainable income streams and where it has
the potential to unlock additional value through its active asset
management and risk-controlled development skills. Uplift in asset
values is expected to be achieved by, where appropriate,
undertaking risk-controlled development and refurbishment. NewRiver
actively seeks to create shareholder returns and thus value is also
captured through the recycling of assets.
NewRiver is currently focusing its investment acquisitions on
assets where the predominant retail tenant profile is less reliant
on discretionary spend. Research from Verdict Research shows that
discretionary spend retailers focused on the housing market or
those selling large ticket items such as electrical and white goods
have significantly underperformed retailers that are less reliant
on discretionary spend, such as food retailers, health and beauty
retailers, value clothing retailers and the single and multiple
priced discount retailers.
NewRiver is targeting towns with an under-representation of food
retail. On each potential acquisition, the Company undertakes
rigorous tenant-by-tenant turnover analysis to ensure the
affordability and the sustainability of income streams. Through
such due diligence, NewRiver seeks to conduct accurate competitor
analysis and identify the existence of a broad and balanced
demographic, the convenience and connectivity of the town and asset
and the form and functionality of the property.
The key investment criteria applied by the Company are as
follows:
-- Targeted minimum geared returns of 15 per cent. or more per
annum.
-- Net initial yields at acquisition of 7 per cent. to 10 per
cent.
-- Annual cash-on-equity returns of 12 per cent. to 15 per
cent.
-- Sustainable rental levels (3 per cent. to 10 per cent. of
tenants' turnover).
-- Identifiable asset management and development
opportunities.
-- Realisable exit strategies.
-- Acquisition meets both standalone investment criteria and
complements the portfolio's geographic and tenant spread.
The Directors will typically target the acquisition of real
estate assets with an enterprise value of approximately GBP5
million to GBP100 million. As a matter of policy, the Company
targets debt gearing levels of 50 to 65 per cent. at acquisition,
although on occasion lower levels of indebtedness will be
considered depending on the specific acquisition and the funding
markets at the time. When appraising future acquisition
opportunities the Board will consider the appropriate financing mix
between equity, mezzanine and senior debt.
NewRiver also plans selectively to take advantage of other
investment opportunities that may arise, including from forced
sales, debt restructuring and bank foreclosures and lot sizes that
may fall outside the above range or outside of its core investment
strategy. NewRiver will also choose to pursue opportunities on a
standalone, co-investment or joint venture basis according to the
scale of investment required, the availability of equity at the
relevant time, the attractions of the investment opportunity and
the effect of the acquisition on the Company's overall portfolio.
NewRiver has been successful in winning a number of third party
management mandates which generate attractive income through flat
fees and incentive fees. The Company is interested in developing
this part of its business, albeit with its focus on wholly-owned
and joint venture opportunities. The Board reviews the focus of its
investment strategy periodically with a view to determining whether
it needs to be modified or varied in any way.
The Placing
The Directors are proposing to raise additional capital for the
Company by way of a placing to institutional and other investors
of, in aggregate, 32,682,927 Placing Shares to raise GBP67 million
(before expenses). Ordinary Shares will be issued under the Placing
at a price of 205 pence per share which represents:
-- a 6.5 per cent. discount to the average closing share price
over the 20 trading days prior to the date of this document of
219.2 pence; and
-- an 8.9 per cent. discount to 225 pence (being the 31 March
2013 NAV per share of 235 pence less the final dividend in respect
of the year ended 31 March 2013 of 10 pence per share which will be
paid on 25 July 2013 to Shareholders on the register on 28 June
2013).
The Placing will comprise the Firm Placing and the Additional
Placing. Cenkos and Liberum are joint brokers to the Placing.
Investec Bank plc has informed the Company that it will resign as
joint broker with effect from 18 July 2013 and NewRiver accepts
that position. The Company has entered into the Placing Agreement
with, amongst others, Cenkos and Liberum, pursuant to which Cenkos
and Liberum have agreed to use their respective reasonable
endeavours to procure institutional and other placees (including
certain existing Shareholders) for the Placing Shares.
Under the Firm Placing, 31,707,318 Firm Placing Shares,
representing GBP65 million, in aggregate, at the Placing Price,
will be placed firm with certain institutional and other investors.
The number of Firm Placing Shares will not be scaled back and the
Firm Placing Shares do not form part of the Additional Placing.
Under the Additional Placing, Discretionary PCBs and other
Qualified Investors (who are also Exempt Persons) may subscribe for
975,609 Additional Placing Shares, representing GBP2 million, in
aggregate, at the Placing Price. The Additional Placing Shares have
been conditionally placed subject to scale back to satisfy
subscriptions by Discretionary PCBs and other Qualified Investors
(who are also Exempt Persons) under the Additional Placing.
The latest time and date by which Discretionary PCBs and other
Qualified Investors (who are also Exempt Persons) may contact
Cenkos and/or Liberum in connection with the Additional Placing is
5.00 p.m. on 27 June 2013 (although Cenkos, Liberum and the Company
may, in their absolute discretion, jointly agree to close the
Additional Placing at such earlier time and date as they deem
appropriate, in which event, an announcement will be made as to the
revised time and date). Allocations of the Additional Placing
Shares (if any) will be made at the absolute discretion of Cenkos,
Liberum and the Company.
Qualified Investors (who are also Exempt Persons) who wish to
subscribe for Additional Placing Shares will be required to enter
into a placing letter with Cenkos and/or Liberum, as applicable, in
which they will be required to provide certain representations and
warranties to Cenkos and/or Liberum including, without limitation,
that they are Exempt Persons, Qualified Investors (that is, within
the meaning of section 86(7) of Financial Services and Markets Act
2000) and, in relation to Discretionary PCBs, engaged by their
clients on terms that enable them to make decisions concerning the
acceptance of offers of transferable securities on their clients'
behalf without reference to such clients. Any persons who are
unable to provide such representations and warranties should not
apply for Placing Shares, whether in connection with the Additional
Placing or otherwise, and the offer of Placing Shares pursuant to
the Placing is not being made to them. If you are in any doubt you
should seek professional advice before taking any further action in
respect of the Placing.
The Placing is not a rights issue or open offer and the Placing
Shares will not be offered generally to Shareholders on a
pre-emptive basis and it is subject to the Resolutions being
passed. In structuring the Placing, the Directors have had regard,
amongst other things, to current market conditions, the total net
proceeds desired to be raised and the current composition of the
Company's share register, as well as the extra cost and delay that
would be involved in a rights issue or open offer. After
considering these factors, the Directors have concluded that the
Placing, comprising the Firm Placing and the Additional Placing,
which is being made to a wider range of investors than the
Company's existing Shareholders on a non-pre-emptive basis,
represents the most appropriate option available to the Company for
raising the additional capital required in the timeframe envisaged.
The Directors are seeking the approval of Shareholders for, amongst
other things, the dis-application of the pre-emption rights
contained in the Articles at the Extraordinary General Meeting.
The Placing is conditional, inter alia, on:
-- the passing of the Resolutions at the Extraordinary General
Meeting by the existing Shareholders and the waiver of pre-emption
rights contained in the Articles;
-- the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms prior
to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 11
July 2013 (or such later time and/or date, being no later than 8.00
a.m. on 31 July 2013, as the Company, Cenkos and Liberum may
agree).
The Placing Agreement contains certain customary warranties in
favour of Cenkos and Liberum given by the Company with respect to
its business and certain matters connected with the Placing. In
addition, the Company has given customary indemnities to Cenkos and
Liberum in connection with the Placing and their performance of
services in relation to the Placing. Cenkos and Liberum have
certain rights to terminate the Placing Agreement in specified
circumstances.
If the Placing Agreement does not become unconditional or is
terminated in accordance with its terms prior to Admission, the
Firm Placing and the Additional Placing will not proceed and each
investor's rights and obligations will cease and no claims will be
capable of being made by any investor in respect of the Placing and
any payments made by the investor will be returned as soon as
possible thereafter without interest. Without prejudice to the
foregoing, the Company, Cenkos and Liberum expressly reserve the
right to determine, at any time prior to Admission, not to proceed
with the Placing.
The Placing Shares are not being made available to the public
and are not being offered or sold in any jurisdiction where it
would be unlawful to do so.
The Placing Shares will, following Admission, rank in full for
all dividends and pari passu in all other respects with the
Ordinary Shares then in issue and will have the right to receive
all dividends and distributions declared in respect of the issued
Ordinary Share capital of the Company after Admission. The Placing
Shares will not carry an entitlement to the final dividend for the
year ended 31 March 2013 of 10 pence per Ordinary Share to be paid
on 25 July 2013to Shareholders on the register as at 28 June
2013.
Directors and management have committed to subscribe for, in
aggregate, 53,463 Placing Shares at the Placing Price.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and to the CISX to
be admitted to listing on the Daily Official List of the CISX. It
is expected that Admission will become effective and that dealings
in the Placing Shares will commence on 11 July 2013.
UK-REIT Status
Shareholders approved the conversion of NewRiver into a UK-REIT
in November 2010. The Board continues to believe that UK-REITs are
a preferred structure for UK and international quoted real estate
investors in UK real estate and should provide the Company with
access to a broad range of investors due to the fact that the
NewRiver Group will, for as long as it remains a UK-REIT, be
largely exempt from future corporation tax on both rental profits
and chargeable gains on disposals of investment properties.
Effects of the Placing
Warrants to subscribe for Ordinary Shares, representing, in
aggregate, 3 per cent. of the Fully Diluted Share Capital were
issued to Shareholders who subscribed for Ordinary Shares in the
placing at First Admission. There are currently Warrants
outstanding to subscribe for 811,573 Ordinary Shares.
NewRiver Retail CUL, a wholly-owned subsidiary of the Company,
has issued GBP25 million of Convertible Unsecured Loan Stock.
In accordance with the terms of these instruments, the Placing
is expected to result in certain adjustments to the number of
Ordinary Shares that may be issued pursuant to the Warrants and the
Subscription Price payable for such Ordinary Shares. It is also
expected to result in an adjustment to the conversion price of the
Convertible Unsecured Loan Stock.
Warrant Adjustments
The Subscription Price and/or number of Ordinary Shares relating
to the Warrants is subject to adjustment in respect of dilution
events, including the payment by the Company of cash or scrip
dividends, any amalgamation, reorganisation, reclassification,
consolidation, merger or sale of all or substantially all the
Company's assets (other than in the ordinary course of the Group's
business) and other dilutive events.
In particular, pursuant to the terms of the Warrant Instrument,
where the Company issues any shares for a consideration per share
less than the fair market value of the Ordinary Shares, then the
Subscription Price for the Warrants is reduced concurrently with
such issue or sale. In addition, the number of Ordinary Shares for
which the Subscription Rights are exercisable under the Warrants is
subject to a consequential adjustment.
As the Placing Price is 205 pence per Placing Share, which
represents a discount of approximately 6.6 per cent. to 219.5 pence
(being the closing mid-market price of 229.5 pence per Ordinary
Share on 18 June 2013 (the last day of trading of the Ordinary
Shares before publication of this document) less the final dividend
for the year ended 31 March 2013 of 10p per share which has an
ex-dividend date of 26 June 2013), there is expected to be a
consequential downward adjustment to the Subscription Price payable
by Warrant holders on exercise of their Warrants and a
consequential adjustment to the number of Ordinary Shares which may
be issued on exercise of the Warrants.
Convertible Unsecured Loan Stock Adjustments
Holders of Convertible Unsecured Loan Stock may convert any of
their Convertible Unsecured Loan Stock into Ordinary Shares in the
Company up to their expected repayment date of 31 December
2015.
In particular, pursuant to the terms of the Convertible
Unsecured Loan Stock Instruments, where the Company issues any
shares for a consideration per share less than the average closing
mid-market price of the Ordinary Shares based on the average
closing mid-market price of the Ordinary Shares for the preceding
30 business days prior to such issue or sale, then the conversion
price and, therefore, conversion rate, for the Convertible
Unsecured Loan Stock is reduced concurrently with such issue or
sale unless, in the case of the A Convertible Unsecured Loan Stock
only, Forum has utilised any pre-emption rights which may be
available to it.
The conversion price is also adjusted for a range of other
events including, inter alia, where the Company pays a dividend in
excess of the amount required to be returned to Shareholders under
the UK-REIT regime.
As the Placing Price is 205 pence per Placing Share, which
represents a discount of approximately 6.6 per cent. to 219.5 pence
(being the closing mid-market price of 229.5 pence per Ordinary
Share on 18 June 2013 (the last day of trading of the Ordinary
Shares before publication of this document) less the final dividend
for the year ended 31 March 2013 of 10p per share which has an
ex-dividend date of 26 June 2013), there is expected to be a
consequential downward adjustment to the conversion price for both
the A and the B Convertible Unsecured Loan Stock.
Option Adjustments
Pursuant to the rules of the CSOP, the Unapproved Plan and the
Paul Roy Options, the number of Ordinary Shares under option (and
in the case of options granted pursuant to the CSOP and the
Unapproved Plan, the exercise price) may be adjusted by the
Remuneration Committee in the event of any capitalisation issue or
rights issue (other than an issue of Ordinary Shares pursuant to a
scrip dividend issued by the Company) or rights offer or any other
variation in the share capital of the Company including (without
limitation) any consolidation, subdivision or reduction of capital.
Any such adjustment will, in the case of the CSOP, require the
prior approval of HMRC. Therefore, the Remuneration Committee is
entitled to consider making an adjustment to the exercise price of
options granted under the CSOP, the Unapproved Plan and/or the
number of Ordinary Shares under the Paul Roy Option or options
granted under the CSOP or the Unapproved Plan following completion
of the Placing. However, the Directors do not anticipate that any
such adjustment will be made.
Dividends and Dividend Policy
The final dividend of 10 pence in respect of the year ended 31
March 2013 was declared on 22 May 2013 and will be paid on 25 July
2013 to Shareholders on the register on 28 June 2013. The
ex-dividend date is 26 June 2013. Dividends per share for the year
ended 31 March 2013 totalled 16 pence.
The dividend will be paid entirely as a PID (Property Income
Distribution). PID dividends are paid, as required by UK-REIT
legislation, after deduction of withholding tax at the basic rate
of income tax (currently 20 per cent.). However, certain classes of
shareholder may be able to claim exemption from deduction of
withholding tax.
As a UK-REIT, the Group is required to comply with the UK-REIT
regime's distribution condition, such that a minimum of 90 per
cent. of the income profits of the Property Rental Business (as
calculated, broadly, for tax purposes) are distributed within 12
months of the end of each accounting period.
In relation to the payment of dividends, on 1 July 2008, the Law
came into force in Guernsey. This replaced The Companies (Guernsey)
Law, 1994. One of the immediate effects of the Law was to replace
the capital maintenance requirements in respect of dividend and
distribution payments and the requirement for distributions to be
made from distributable profits similar to that to which UK
companies are subject and formerly applicable to Guernsey companies
with a solvency based test. The use of the solvency test now
requires the directors of a company to carry out a liquidity or
cashflow test and a balance sheet solvency test before any dividend
or distribution payment can be made. The test requires the board to
make a future assessment by making reference to the solvency test
being satisfied immediately after a distribution or dividend
payment is made. If at the time a dividend or distribution payment
is to be made the directors believe that the solvency test cannot
be passed, then no payment may be made.
Subject to compliance with Section 304 of the Law and the
satisfaction of the solvency test set out therein, it continues to
be the intention of the Directors, in the event that the Placing is
completed successfully, to pay such dividends as appear to be
justified by the position of the Company at the relevant time and
having regard to all relevant circumstances and to follow a
progressive and sustainable policy towards dividends.
Extraordinary General Meeting and Action to be Taken
Set out at the end of this document is a notice convening the
Extraordinary General Meeting to be held at 10.00 a.m. on
Wednesday, 10 July 2013 to consider and, if thought fit, pass the
Resolutions (conditional upon the Placing Agreement becoming
unconditional (save for any condition relating to Admission or the
passing of the Resolutions)).
Pursuant to Resolution 1, which will be proposed as an ordinary
resolution, Shareholders' approval is being sought to grant the
Directors authority to allot 32,682,927 Placing Shares, in
aggregate, in connection with the Placing.
Pursuant to Resolution 2, which will be proposed as a special
resolution, Shareholders' approval is being sought for the
dis-application of the pre-emption rights set out in the Articles
in relation to the allotment and issue of 32,682,927 Placing
Shares, in aggregate, in connection with the Placing and, in
accordance with Rule 7.3.17 of the CISX Listing Rules, the
allotment and issue of the Placing Shares on a non pre-emptive
basis requires the authorisation of a majority of Shareholders on
the basis that the Placing Shares are being issued at a discount to
the last published net asset value per Ordinary Share. As stated
above, the Directors have concluded that a non pre-emptive placing
is the most appropriate structure to raise the capital required in
the present circumstances. Resolution 2 is therefore being proposed
so as to facilitate this.
Shareholders should note that the Resolutions are in addition
to, and not in substitution for, the resolutions passed at the
Company's annual general meeting held on 4 July 2013 and Article
6.4, which provides that the Directors shall have at their disposal
up to 10 per cent. of the Company's issued shares in any calendar
year for issue on such terms and conditions (including for cash
consideration) and at such times and to such persons as the Board
may determine without such issue requiring resolution of the
Shareholders.
Recommendation
For the reasons set out above, the Directors consider the
Placing and the passing of the Resolutions to be in the best
interests of the Company and its Shareholders as a whole.
Responsibility
The Directors, whose names are set out in this document, accept
responsibility for the information set out in this document. To the
best of the knowledge and belief of the Directors (who have taken
reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
ADDITIONAL INFORMATION
Documents on Display
Copies of the following documents will be available for
inspection at the registered office of the Company in Guernsey and
at the offices of Eversheds LLP at One Wood Street, London EC2V 7WS
during usual business hours on any day (Saturdays, Sundays and
public holidays excepted) from the date of this document for a
period of 14 days or until Admission, whichever is the longer
period:
1. the 2011 Admission Document;
2. this document;
3. the 2013 Annual Accounts;
4. a letter from Colliers International Property Advisers UK LLP
confirming that there has been no material change to the valuation
of the NewRiver wholly owned properties as at 31 March 2013 up
until the date of this document;
5. a supplementary document for the purpose of applying for
admission to listing of the Placing Shares on the CISX,
(such documents forming the "Listing Document" for the purposes
of the CISX Listing Rules, the information particulars for the
purposes of the Registered Collective Investment Scheme Rules 2008
and the prospectus for the purposes of the Prospectus Rules 2008
issued by the Commission); and
6. the memorandum of incorporation of the Company and the Articles.
Notice of EXTRAORDINARY General Meeting
NEWriver retail limited
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of
NewRiver Retail Limited (the "Company") will be held at the offices
of Pelham Bell Pottinger at 6(th) Floor, Holborn Gate, 330 High
Holborn, London WC1V 7QD on Wednesday, 10 July 2013 at 10.00 a.m.
for the purpose of considering and, if thought fit, passing the
following resolutions, of which Resolution 1 will be proposed as an
ordinary resolution and Resolution 2 will be proposed as a special
resolution:
ORDINARY RESOLUTION
1. THAT:
subject to the Placing Agreement (as such expression is defined
in the Circular of which this Notice of General Meeting forms part
(the "Circular")) becoming unconditional (save for any condition
relating to Admission (as such expression is defined in the
Circular) or the passing of the Resolutions set out in this Notice
of Extraordinary General Meeting), in addition to all existing
powers and authorities conferred upon them and to the extent
required by Sections 292 and 293 (or otherwise) of The Companies
(Guernsey) Law, 2008 (as amended from time to time), the Directors
be generally and unconditionally authorised to allot an aggregate
of 32,682,927 ordinary shares in the share capital of the Company
as described in the Company's Articles of Incorporation (or to
grant options, warrants or other rights in respect of shares in the
Company (the "Rights")) pursuant to or in connection with the
Placing (as such expression is defined in the Circular).
SPECIAL RESOLUTION
2. THAT:
subject to the Placing Agreement (as such expression is defined
in the Circular) becoming unconditional (save for any condition
relating to Admission (as such expression is defined in the
Circular) or the passing of the Resolutions set out in this Notice
of Extraordinary General Meeting) and to the passing of the
Resolution 1 set out in this Notice of Extraordinary General
Meeting, in addition to all existing powers and authorities
conferred upon them, the Company hereby determines pursuant to
Article 6.2 of the Company's Articles of Incorporation that the
provisions of Article 6.2 and any pre-emption rights included
therein shall not apply in respect of the proposed allotment and
issue for cash of the Placing Shares (as such expression is defined
in the Circular) at the Placing Price (as such expression is
defined in the Circular) pursuant to or in connection with the
Placing (as such expression is defined in the Circular) and for the
purpose of listing rule 7.3.17 of the CISX Listing Rules, the
Directors be and are hereby empowered to issue the Placing Shares
notwithstanding that the Placing Shares will be issued at a
discount of 12.8 per cent. to the Company's last
published net asset value of 235 pence per share on 31 March
2013, and that the Directors be and are hereby empowered to issue
any such Placing Shares as if Article 6.2 and any pre-emption
rights included therein did not apply to any such allotment and
issue, provided that this power shall be limited to the allotment
of the Placing Shares.
APPENDIX
"2011 Admission Document" the AIM Admission Document of the Company
dated 7 July 2011
"2013 Annual Accounts" the annual report and accounts of the
Company for the financial year ended
31 March 2013
"A Convertible Unsecured the GBP17.0 million nominal value A 5.85
Loan Stock" per cent. convertible unsecured loan
stock 2015, issued to Forum by NewRiver
Retail CUL
"Additional Placing" the conditional placing of the Additional
Placing Shares, subject to scaling back
to satisfy subscriptions by Discretionary
PCBs and other Qualified Investors (who
are also Exempt Persons)
"Additional Placing Shares" 975,609 new Ordinary Shares, representing
GBP2 million at the Placing Price
"Admission" the admission of the Placing Shares to
trading on AIM becoming effective pursuant
to paragraph 6 of the AIM Rules and to
listing on the Daily Official List of
the CISX becoming effective in accordance
with the CISX Listing Rules
"AIM" a market operated by the London Stock
Exchange
"AIM Rules" the rules of the London Stock Exchange
governing the admission to and the operation
of AIM
"Articles" the articles of incorporation of the
Company
"B Convertible Unsecured the GBP8.0 million nominal value B 5.85
Loan Stock" per cent. convertible unsecured loan
stock 2015, issued to Spearpoint by NewRiver
Retail CUL
"Board" or "Directors" the directors of the Company for the
time being and (where the context requires)
comprises those persons as at the date
of this document, whose names appear
in of this document
"business day" any day on which banks in London and
Guernsey are open for business (excluding
Saturdays and Sundays and public holidays)
"Cenkos" Cenkos Securities plc, the Company's
nominated adviser for the purposes of
the AIM Rules and joint broker
"certificated" or "in in relation to a share or other security,
certificated form" a share or other security, title to which
is recorded in the relevant register
of the share or other security concerned
as being held in certificated form (that
is, not in CREST)
"CISX" the Channel Islands Stock Exchange, LBG
"CISX Listing Rules" the listing rules produced by the CISX
for companies whose securities are listed
on the CISX, as amended from time to
time
"Company" or "NewRiver" NewRiver Retail Limited, a registered
collective investment scheme, incorporated
in Guernsey with registration number
50463
"Convertible Securities" securities convertible into or exchangeable
into Ordinary Shares
"Convertible Unsecured the GBP25.0 million nominal value 5.85
Loan Stock" per cent. convertible unsecured loan
stock 2015 issued, from time to time,
by NewRiver Retail CUL, comprising the
A Convertible Unsecured Loan Stock and
the B Convertible Unsecured Loan Stock
"Convertible Unsecured the instruments pursuant to which the
Loan Convertible Unsecured Loan Stock was
Stock Instruments" issued
"CREST" the relevant system (as defined in the
Regulations) for the paperless settlement
of share transfers and the holding of
shares in uncertificated form in respect
of which Euroclear is the Operator (as
defined in the Regulations)
"CREST Service Provider" Capita Registrars (Guernsey) Limited,
pursuant to the Registrar Agreement with
the Company dated 26 August 2009
"CSOP" the NewRiver Retail Limited Company Share
Option Plan 2009
"Discretionary PCBs" private client brokers who are Qualified
Investors and who are engaged by their
clients on terms which enable them to
make decisions concerning the acceptance
of offers of transferable securities
on their clients' behalf without reference
to such clients
"EGM" or "Extraordinary the Company's extraordinary general meeting
General Meeting" (or any adjournment thereof) convened
for 10.00 a.m. on Wednesday 10 July 2013
at which the Resolutions will be put
to the Shareholders
"EPRA Adjusted Pro t" comprises recurring pro ts and realised
pro ts on sale of properties during the
year
"EPRA NAV" the balance sheet net assets excluding
the mark to market on effective cash
ow hedges and related debt adjustments,
deferred taxation on revaluations and
diluting for the effect of those shares
potentially issuable under employee share
schemes
"ERV" the estimated amount for which a property
would be leased on the valuation date
between a willing lessor and a willing
lessee on appropriate lease terms in
an arm's length transaction, after proper
marketing and where the parties had each
acted knowledgeably, prudently and without
compulsion
"Exempt Persons" a person of a kind described in (i) paragraph
5 of Article 19 (persons having professional
experience in matters relating to investments
and who are investment professionals);
and/or (ii) paragraph 2 of Article 49
(high net worth companies, unincorporated
associations, partnerships or trusts
or their respective directors, officers
or employees) of the Financial Services
and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended)
"Euroclear" Euroclear UK & Ireland Limited, the operator
of the CREST system
"Firm Placing" the firm placing of the Firm Placing
Shares with institutional and other investors
"Firm Placing Shares" 31,707,318 new Ordinary Shares, representing
GBP65 million at the Placing Price
"First Admission" the admission of the Ordinary Share capital
of the Company to trading on AIM and
the CISX becoming effective pursuant
to paragraph 6 of the AIM Rules and in
accordance with the CISX Listing Rules,
which occurred on 1 September 2009
"Form of Proxy" the enclosed form of proxy for use by
the Shareholders in connection with the
EGM
"Forum" FNRR Holdings Limited, an exempted company
incorporated in the Cayman Islands with
limited liability
"Fully Diluted Share Capital" at any time during the period from (and
including) the date of First Admission
to (but excluding) the date which is
18 months from the date of First Admission,
the number of Ordinary Shares in issue
at the relevant time if: (a) all the
outstanding Warrants had been exercised
in full; and (b) all Ordinary Shares
capable of being issued by the Company
pursuant to all outstanding Options,
Convertible Securities or other rights
to subscribe for shares or securities
capable of being issued by way of Share
Equivalents (excluding any Ordinary Shares
issued pursuant to any employee share
options, employee share purchase plans
or any other form of equity based compensation
granted to employees or officers of the
Group) had been issued, provided that
the aggregate value of the Fully Diluted
Share Capital is capped at GBP125 million,
regardless of the number of Ordinary
Shares in issue at the relevant time
"Group" the Company and its subsidiaries and
subsidiary undertakings from time to
time
"Kinmont" Kinmont Limited, the Company's financial
adviser
"Law" The Companies (Guernsey) Law, 2008, as
amended
"Liberum" Liberum Capital Limited, the Company's
joint broker to the Placing
"London Stock Exchange" London Stock Exchange PLC
"LVS" LVS Luxembourg IV Sarl
"NAV" the value of the assets of the Group
less its liabilities, calculated in accordance
with the accounting principles adopted
by the Group from time to time
"NewRiver Management Team" as at the date of this document, David
Lockhart, Allan Lockhart, Nick Sewell,
Mark Davies and Charles Miller
"NewRiver Retail CUL" NewRiver Retail CUL No. 1 Limited
"Options" options, warrants or other rights to
purchase Ordinary Shares (other than
options or warrants granted to employees
or officers of the Group) or Convertible
Securities
"Ordinary Shares" the ordinary shares of no par value in
the capital of the Company
"Paul Roy Options" the options over Ordinary Shares granted
to Paul Roy on the date of First Admission
"Placing" the placing by Cenkos and Liberum of
the Firm Placing Shares and the Additional
Placing Shares at the Placing Price pursuant
to the Placing Agreement, as described
in this document
"Placing Agreement" the agreement dated on or around 19 June
2013 between the Company (1), Cenkos
(2) and Liberum (3) pursuant to which
each of Cenkos and Liberum has agreed
to use its reasonable endeavours to procure
placees for the Placing Shares
"Placing Price" 205 pence per Placing Share
"Placing Shares" the Firm Placing Shares and the Additional
Placing Shares
"Property Rental Business" the qualifying property rental business
in the UK and elsewhere of UK resident
companies within a UK-REIT and non-UK
resident companies within a UK-REIT with
a UK qualifying property rental business
"PSP" the NewRiver Retail Limited Performance
Share Plan 2009
"Qualified Investors" qualified investors within the meaning
of section 86(7) of Financial Services
and Markets Act 2000
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755)
"Resolutions" the resolutions proposed to be passed
by Shareholders at the Extraordinary
General Meeting
"Share Equivalents" (without duplication) rights, warrants,
options, convertible securities, convertible
indebtedness, exchangeable securities
or exchangeable indemnities, or any other
rights exercisable for, convertible or
exchangeable into, directly or indirectly,
any Ordinary Shares whether at the relevant
time, any time in the future or upon
the occurrence of some future event
"Shareholders" holders of Ordinary Shares from time
to time
"Share Incentive Plans" the CSOP and the Unapproved Plan
"Spearpoint" Spearpoint Limited
"Specified Percentage" in respect of any Warrant and the exercise
of the relevant Subscription Rights,
the specified percentage stated in the
Warrantholder's certificate which shall,
when aggregated with the Specified Percentages
in respect of all other Warrants, certificates
and Subscription Rights, be three per
cent.
"Sponsor and Designated Morgan Sharpe Administration Limited
Manager"
"Subscription Price" the subscription price payable from time
to time to subscribe for Ordinary Shares
pursuant to the Warrants, such price
may be adjusted from time to time in
accordance with the terms of the Warrant
Instrument
"Subscription Rights" each Warrantholder's right, upon the
terms and conditions of the Warrant Instrument,
to subscribe for or acquire from the
Company in cash at the Subscription Price
that Specified Percentage of the Fully
Diluted Share Capital of the Company
specified in its warrant certificate
"subsidiary" as construed in accordance with section
1159 of the Companies Act 2006 and section
531 of the Law
"subsidiary undertakings" as construed in accordance with section
1261 of the Companies Act 2006
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern
Ireland
"UK-REIT" a UK Real Estate Investment Trust under
Part 12 of the Corporation Taxes Act
2010
"UK-REIT regime" the UK-REIT regime introduced by the
Finance Act 2006 and re-written in Part
12 of the Corporation Taxes Act 2010
"Unapproved Plan" the NewRiver Retail Limited Unapproved
Share Option Plan 2009
"uncertificated" or "in shares recorded in the Company's register
uncertificated form" of Shareholders as being held in uncertificated
form, title to which may be transferred
by means of an instruction issued in
accordance with the rules of CREST
"Warrantholders" holders of Warrants
"Warrant Instrument" the warrant instrument of the Company
dated 26 August 2009
"Warrants" the warrants granted by the Company to
Shareholders subscribing for Ordinary
Shares at First Admission, pursuant to
the Warrant Instrument
"GBP" or "pound" or "sterling" the lawful currency of the United Kingdom
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser and broker to the Company in connection with the
matters described in this announcement. Persons receiving this
announcement should note that Cenkos Securities plc will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Cenkos Securities plc, or for
advising any other person on the arrangements described in this
announcement.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
joint broker to the Company in connection with the matters
described in this announcement. Persons receiving this announcement
should note that Liberum Capital Limited will not be responsible to
anyone other than the Company for providing the protections
afforded to customers of Liberum Capital Limited, or for advising
any other person on the arrangements described in this
announcement.
Kinmont Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to the Company in connection with the matters described in
this announcement. Persons receiving this announcement should note
that Kinmont Limited will not be responsible to anyone other than
the Company for providing the protections afforded to customers of
Kinmont Limited, or for advising any other person on the
arrangements described in this announcement.
Cenkos Securities plc, Liberum Capital Limited and Kinmont
Limited have not authorised the contents of, or any part of, this
announcement and no liability whatsoever is accepted by Cenkos
Securities plc, Liberum Capital Limited or Kinmont Limited for the
accuracy of any information or opinions contained in this
announcement or for the omission of any information.
No representation or warranty, express or implied, is made by
Cenkos Securities plc, Liberum Capital Limited or Kinmont Limited
as to the accuracy, completeness or verification of the information
set out in this announcement, and nothing contained in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the
future. Cenkos Securities plc, Liberum Capital Limited and Kinmont
Limited do not assume any responsibility for its accuracy,
completeness or verification and accordingly each disclaims, to the
fullest extent permitted by applicable law, any and all liability
whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or any
such statement.
If you are in any doubt about the contents of this announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down.
A registered collective investments scheme is not permitted to
be directly offered to the public in Guernsey but may be offered to
regulated entities in Guernsey or offered to the public by entities
appropriately licensed under the Protection of Investors (Bailiwick
of Guernsey) Law (1987), as amended. Ordinary Shares shall not be
placed directly with the public in Guernsey.
In the United Kingdom, members of the public are not invited to
participate in and are not eligible to take part in the Placing.
Participation in the Placing is limited at all times to persons who
are (i) investment professionals within the meaning of paragraph
(5) of Article 19 or high net worth companies or unincorporated
associations within the meaning of paragraph (2) of Article 49, of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (S1 2005/1529); and (ii) qualified investors within the
meaning of section 86(7) of Financial Services and Markets Act 2000
(all such persons together being referred to as "relevant
persons"). Any person who is not a relevant person should not act
or rely on this announcement or any of its contents. Any
investment, or investment activity to which this announcement
relates is available only in the United Kingdom to relevant persons
and will be engaged in only with relevant persons. By receiving
this announcement and not returning it, you are deemed to warrant
to the Company, Cenkos Securities plc, Liberum Capital Limited and
Kinmont Limited that you fall within the categories of person
described above.
No Ordinary Shares have been offered or sold or will be offered
or sold to persons in the United Kingdom prior to publication of
this announcement except in circumstances which have not resulted
in an offer to the public in the United Kingdom within the meaning
of section 102B of the FSMA.
This announcement is only addressed to, and the Placing is only
directed at, persons in member states of the European Economic Area
("EEA") who are "qualified investors" within the meaning of Article
2(1) (e) of the Prospectus Directive ("Qualified Investors"). This
announcement must not be acted on or relied upon in any member
state of the EEA, by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is available, in any member state of the EEA, only to
Qualified Investors, and will be engaged in only with such persons.
This announcement has been prepared on the basis that all offers of
Placing Shares will be made pursuant to any exemption under the
Prospectus Directive, as implemented in member states of the EEA,
from the requirement to produce a prospectus for offers of Placing
Shares. Accordingly, any person making or intending to make any
offer within the EEA of or for Ordinary Shares which are not the
subject of the Placing contemplated in this announcement should
only do so in circumstances in which no obligation arises for the
Company, Cenkos Securities plc, Liberum Capital Limited or Kinmont
to produce a prospectus for such Placing. None of the Company,
Cenkos Securities plc, Liberum Capital Limited or Kinmont has
authorised, nor do they authorise, the making of any offer of
Ordinary Shares through any financial intermediary, other than
offers made by Cenkos Securities plc or Liberum Capital Limited
which constitute the final placement of Ordinary Shares
contemplated in this announcement.
In the case of any Placing Shares being offered to a financial
intermediary as that term is used and defined in section 86(7) of
the Financial Services and Markets Act 2000, such financial
intermediary will also be deemed to have represented, acknowledged
and agreed that the Placing Shares acquired by it in the Placing
have not been acquired on a non-discretionary basis on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of any
Placing Shares to the public other than their offer or resale in a
relevant member state to qualified investors as so defined or in
circumstances in which the prior consent of the Company, each of
Cenkos Securities plc and Liberum Capital Limited has been obtained
to each such proposed offer or resale. Each of the Company, Cenkos
Securities plc and Liberum Capital Limited and their respective
affiliates will rely on the truth and accuracy of the foregoing
representation, acknowledgement and agreement.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation or invitation. The distribution of this
announcement and the offer of the Placing Shares may be restricted
by law. Persons into whose possession this announcement comes must
therefore inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. In particular, this announcement may not be
distributed, forwarded to or transmitted in, into or from the
United States, Australia, Canada, Japan, South Africa or the
Republic of Ireland or to any US person. Any person within the
United States and any US person who obtains a copy of this
announcement must disregard it.
No public offering of the Placing Shares is being made in any
jurisdiction. No action has been or will be taken by the Company,
Cenkos Securities plc or Liberum Capital Limited that would permit
the offer of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
The offer of the Placing Shares has not been, nor will they be,
registered under the Securities Act, or with any securities
regulatory authority of any state or other jurisdiction of the
United States. In addition, the Company has not been, and will not
be, registered under the Investment Company Act, and investors will
not be entitled to the benefits of that Act. The Placing Shares may
not be offered, sold, pledged or otherwise transferred or delivered
within the United States or to, or for the account or benefit of,
any US person. In connection with the Placing, the Placing Shares
are being offered and sold only outside the United States to, and
for the account or benefit of, non-US persons in "offshore
transactions" within the meaning of, and in reliance on the
exemption from registration provided by, Regulation S under the
Securities Act.
Copies of this announcement will be available free of charge at
the registered office of the Company in Guernsey and at the offices
of Eversheds LLP at One Wood Street, London EC2V 7WS during usual
business hours on any day (Saturdays, Sundays and public holidays
excepted) from the date of this document for a period of 14 days or
until Admission, whichever is the longer period.
Forward-looking statements
All statements in this announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or Directors concerning, among
other things, the trading performance, results of operations,
financial condition, liquidity, prospects and dividend policy of
the Company. By their nature, forward-looking statements involve
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 Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the performance, results of statements contained
in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing; the
ability of the Group to retain and attract suitably experienced
personnel and competition within the industry. Prospective
investors should specifically consider the factors identified in
this announcement which could cause actual results to differ before
making an investment decision.
Industry, market and other data
Information regarding markets, market size, market share, market
position, growth rates and other industry data pertaining to the
Group's business and the track record of the NewRiver Management
Team contained in this announcement consists of estimates based on
data and reports compiled by professional organisations and
analysts, information made public by investment vehicles previously
managed by the NewRiver Management Team, on data from external
sources and on the Company's and the NewRiver Management Team's
knowledge of the UK real estate market. Information regarding the
macroeconomic environment in the UK has been compiled from publicly
available sources. In many cases, there is no readily available
external information (whether from trade associations, government
bodies or other organisations) to validate market-related analyses
and estimates, requiring the Company to rely on internally
developed estimates. The Company takes responsibility for
compiling, extracting and reproducing market or other industry data
from external sources, including third parties or industry or
general publications, but neither the Company, Cenkos Securities
plc, Liberum Capital Limited nor Kinmont Limited has independently
verified that data. The Company gives no assurance as to the
accuracy and completeness of, and takes no further responsibility
for, such data. Similarly, while the Company believes its and the
NewRiver Management Team's internal estimates to be reasonable,
they have not been verified by any independent sources and the
Company cannot give any assurances as to their accuracy.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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