TIDMNRR
RNS Number : 4825Y
NewRiver Retail Limited
24 January 2014
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
NewRiver Retail Limited
Proposed Placing of New Ordinary Shares increased to raise GBP85
million at a Placing Price of 265 pence per Ordinary Share
Further to the announcement made on 21 January 2014 announcing,
amongst other things, its intention to raise approximately GBP75
million through a proposed placing of new ordinary shares
("Ordinary Shares") (the "Placing"), NewRiver Retail Limited (AIM:
NRR) ("NewRiver" or the "Company"), the UK REIT specialising in
value-creating retail property investment and active asset
management, is pleased to announce that, following significant
demand from new and existing investors, it has agreed with Liberum
Capital Limited ("Liberum") to increase the size of the Placing to
GBP85 million (before expenses), comprising 32,075,472 new Ordinary
Shares (the "Placing Shares") at a price of 265 pence per Placing
Share (the "Placing Price"). Firm commitments have now been
received to subscribe for all of the Placing Shares.
Directors' Participation
Certain Directors of the Company have agreed to subscribe for,
in aggregate, 91,434 Placing Shares at the Placing Price. The
disclosable interests of each Director subscribing for Placing
Shares are set out below:
Percentage
Shareholding immediately of voting Ordinary
Placing Shares following the Shares following
Director to be subscribed Placing the Placing
David Lockhart 38,000 1,660,000 1.68
Mark Davies 4,000 18,000 0.02
Allan Lockhart 38,000 211,684 0.21
Nick Sewell 2,000 111,500 0.11
Charles Miller 5,660 15,416 0.02
Kay Chaldecott 3,774 3,774 0.01
Related Party Transaction
Under the AIM Rules for Companies (the "AIM Rules"), a non
pre-emptive issue of shares to a related party which exceeds a
specified percentage in any of the class tests under the AIM Rules
is subject to certain disclosure requirements. Due to its holding
of over 10 per cent. of the Company's voting Ordinary Shares, the
proposed participation in the Placing by Invesco Asset Management
Limited ("IAML"), as agent for and on behalf of its discretionary
managed clients (which has previously notified the Company that the
aggregate holding of these clients was 8,780,071 Ordinary Shares,
representing approximately 13.15 per cent. of the Company's voting
Ordinary Shares), is deemed a transaction with a related party
under the AIM Rules. IAML, as agent for and on behalf of its
discretionary managed clients, has agreed conditionally to
subscribe for up to 8,005,452 Placing Shares under the Placing,
such that it will hold approximately 16.98 per cent. of the voting
Ordinary Shares following the Placing. The Directors of the Company
consider, having consulted with Liberum, the Company's Nominated
Adviser, that the terms of the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
Extraordinary General Meeting
The Placing has not been structured as a rights issue or open
offer and the Placing Shares will not be offered generally to
shareholders on a pre-emptive basis. The Placing will be
conditional upon, amongst other things, certain resolutions being
passed at an extraordinary general meeting of the Company (the
"Extraordinary General Meeting") to be convened in due course.
A further announcement will be made in due course
confirming:
-- the despatch to shareholders of the Company of the circular
(the "Shareholder Circular") convening the Extraordinary General
Meeting and the accompanying form of proxy for voting on the
resolutions to be proposed at the Extraordinary General Meeting;
and
-- further details of the intended special interim dividend of
10 pence per Ordinary Share (the "Special Dividend"), announced on
21 January 2014, including the Board's formal resolution to pay the
Special Dividend and the Special Dividend timetable. As previously
announced, it is intended that the payment of the Special Dividend
will be conditional upon the resolutions in respect of the Placing
being passed at the Extraordinary General Meeting. The Special
Dividend, if paid, will not be payable in respect of the Placing
Shares.
David Lockhart, Chief Executive of NewRiver Retail,
commented:
"We are delighted to have received substantially increased
investor support for the proposed placing. The over-subscribed fund
raise is a further endorsement of NewRiver's proven management and
business strategy. The capital will be utilised to continue the
Company's expansion and strengthen its position as one of the UK's
largest value-creating owners and operators of shopping centres and
retail assets."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event 2014
Despatch of the Shareholder Circular and on or around 28 January
forms of proxy and formal resolution to
pay the Special Dividend and details of
the Special Dividend timetable announced
Latest time and date for receipt of forms 10.00 a.m. on 14 February
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 18 February
Meeting
Announcement of the results of the Extraordinary 18 February
General Meeting and the Placing
Admission effective and dealings commence 8.00 a.m. on 21 February
in the Placing Shares on AIM
CREST stock accounts to be credited with 8.00 a.m. on 21 February
the Placing Shares in uncertificated form
Despatch of definitive share certificates by 14 March
for the Placing Shares in certificated
form
Notes:
(1) A reference to a time in this announcement 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 announcement
may be adjusted by the Company, in which event details of the new
times and/or dates will be notified to investors.
For further information:
NewRiver Retail Limited Tel: 020 3328 5800
David Lockhart, Chief Executive
Mark Davies, Finance Director
Bell Pottinger Tel: 020 7861 3232
David Rydell/Guy Scarborough/Charlotte Offredi
Liberum (Nominated Adviser, Broker and Sole Tel: 020 3100 2000
Bookrunner)
Shane Le Prevost/Tim Graham/Simon Atkinson/Jamie
Richards
Kinmont Tel: 0207 087 9100
Gavin Kelly/Mat Thackery
The Company (defined above) is a registered closed-ended
collective investment scheme registered pursuant to the Protection
of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the
Registered Collective Investment Scheme Rules 2008 issued by the
Guernsey Financial Services Commission ("GFSC").
A registered closed-ended collective investment scheme is not
permitted to be offered to the public in Guernsey directly 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.
Neither the GFSC nor the States of Guernsey Policy Council take
any responsibility for the financial soundness of the Company or
for the correctness of any of the statements made or opinions
expressed with regard to it.
Liberum Capital Limited, 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 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.
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 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.
Grafico Azioni Newriver Reit (LSE:NRR)
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