TIDMNRR
RNS Number : 6311Y
NewRiver Retail Limited
28 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR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
("NewRiver" or the "Company")
Posting of Circular
Declaration of Special Interim Dividend
On 24 January 2014, the Company announced that, following
significant demand from new and existing investors, the aggregate
size of the proposed placing of new ordinary shares (the "Placing
Shares") in the Company at a placing price of 265 pence per Placing
Share (the "Placing"), which was originally announced on 21 January
2014, had been increased to approximately GBP85 million.
The Company is today pleased to announce that a circular (the
"Circular") and a form of proxy (the "Form of Proxy") in relation
to an extraordinary general meeting of the Company (the
"Extraordinary General Meeting") to be convened in connection with
the Placing have today been posted to shareholders. The Circular
contains notice of the Extraordinary General Meeting, which is to
be held at 10.00 a.m. on Tuesday 18 February 2014 at the offices of
Bell Pottinger at 6th Floor, Holborn Gate, 330 High Holborn, London
WC1V 7QD.
The ordinary and special resolutions to be considered at the
Extraordinary General Meeting seek shareholder approval to grant to
the directors of NewRiver the authority to allot the Placing Shares
to be issued pursuant to the Placing and to dis-apply pre-emption
rights in relation to the allotment and issue of the Placing
Shares.
Copies of the Circular and the Form of Proxy are available on
the Company's website (www.nrr.co.uk).
On 21 January 2014, the Company also announced its intention to
pay a special interim dividend of 10 pence per Ordinary Share (the
"Special Interim Dividend"). The Board of the Company also
announces that it has formally resolved to pay the Special Interim
Dividend conditional on the resolutions proposed at the
Extraordinary General Meeting in relation to the Placing being
passed. The Special Interim Dividend will not be payable in
relation to the Placing Shares.
Subject to the resolutions proposed at the Extraordinary General
Meeting in relation to the Placing being passed, the Special
Interim Dividend will be paid on 28 March 2014 to shareholders on
the Company's register of members as at 6.00 p.m. on 18 February
2014 and the ordinary shares in the capital of the Company will
commence trading ex-dividend in relation to the Special Interim
Dividend on 19 February 2014.
The Special Interim Dividend will be paid entirely as a Property
Income Distribution ("PID"). PID dividends are paid, as required by
REIT legislation, after deduction of withholding tax at the basic
rate of income tax (currently 20 per cent.).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2014
Despatch of the Circular and Forms of Proxy 28 January
Latest time and date for receipt of Forms
of Proxy and receipt of electronic proxy
appointments by shareholders for the Extraordinary 10.00 a.m. on 14
General Meeting February
Time and date of the Extraordinary General 10.00 a.m. on 18
Meeting February
Announcement of the results of the Extraordinary
General Meeting and the Placing 18 February
Special Interim Dividend Record Date 6.00 p.m. on 18 February
Ex-dividend date in respect of the Special
Interim Dividend 19 February
Admission effective and dealings commence
in the Placing Shares on AIM 8.00 a.m. on 21 February
CREST stock accounts to be credited with
the Placing Shares in uncertificated form 8.00 a.m. on 21 February
Despatch of definitive share certificates
for the Placing Shares in certificated form by 14 March
Payment date for Special Interim Dividend 28 March
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.
No representation or warranty, express or implied, is made by
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. 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.
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 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 or Liberum Capital Limited to produce a prospectus for such
Placing. None of the Company or Liberum Capital Limited has
authorised, nor do they authorise, the making of any offer of
Ordinary Shares through any financial
intermediary, other than offers made by Liberum Capital Limited
which constitute the final placement of Ordinary Shares
contemplated in this announcement.
In the case of any Placing Shares being, or which will be,
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, or to be 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 and Liberum
Capital Limited has been obtained to each such proposed offer or
resale. Each of the Company, Liberum Capital Limited and their
respective affiliates will rely on the truth and accuracy of the
foregoing representation, acknowledgement and agreement.
The Placing Shares are being, or will be, offered (i) outside of
the United States to persons who are not U.S. persons as defined in
Rule 902(k) of Regulation S ("US Persons") in offshore transactions
in reliance on Regulation S under the United States Securities Act
of 1933, as amended (the "US Securities Act") ("Regulation S"); and
(ii) in the United States to a limited number of "qualified
institutional buyers" as defined in Rule 144A under the US
Securities Act that are also "qualified purchasers" as defined in
Section 2(a)(51) of the United States Investment Company Act of
1940, as amended (the "US Investment Company Act") and the related
rules thereunder, in reliance on one or more exemptions from, or in
a transaction not subject to, the registration requirements of the
US Securities Act and applicable state securities laws and under
circumstances that will not require the Company to register under
the US Investment Company Act.
The Placing Shares have not been, and will not be, registered
under the US 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 the Investment Company Act. Purchasers
who are located in the United States or are US Persons will be
requested to sign a US Investor's Representations Letter in which
they, among other things, will commit to resell the Placing Shares
only in an offshore transaction complying with Regulation S or to
the Company or a subsidiary thereof.
None of the US Securities and Exchange Commission, any other US
federal or state securities commission or any US regulatory
authority has approved or disapproved of the Placing Shares nor has
any such authority reviewed or passed upon the accuracy or adequacy
of this announcement. Any representation to the contrary is a
criminal offence in the United States.
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. The distribution of this announcement
and any accompanying announcements, and the offer of the Placing
Shares may be restricted by law. Persons into whose possession this
announcement and any accompanying announcements come 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, no announcement may be distributed, forwarded to or
transmitted in, into or from the United States, Australia, Canada,
Japan or the Republic of South Africa or to any US person where to
do so would breach any applicable law or regulation.
No public offering of the Placing Shares is being made in any
jurisdiction. No action has been or will be taken by the Company,
or Liberum Capital Limited that would permit the offer of the
Placing Shares or possession or distribution of this announcement
or any accompanying announcements in any jurisdiction where action
for that purpose is required.
The Company may be a "passive foreign investment company" for
U.S. federal income tax purposes (a "PFIC") for the current taxable
year and future taxable years, which could result in adverse U.S.
federal income tax consequences for a "United States person" (as
defined for U.S. federal income tax purposes) that owns, or will
own, Ordinary Shares. A non-U.S. corporation, such as the Company,
is considered to be a PFIC for any taxable year if either (i) at
least 75 per cent. of its gross income for such year is passive
income or (ii) at least 50 per cent. of the value of its average
quarterly assets, generally determined based on the fair market
value of its assets, during such year is attributable to assets
that produce or are held for the production of passive income. For
purposes of these tests, passive income generally includes rents
and royalties other than rents and royalties that are received from
unrelated parties and are derived in the active conduct of a trade
or business, dividends, interest, and gains from the sale or
exchange of investment property. If a non-U.S. corporation owns at
least 25 per cent. by value of the stock of another corporation,
the non-U.S. corporation is treated for purposes of these tests as
owning its proportionate share of the assets of the other
corporation, and as receiving directly its proportionate share of
the other corporation's income. The Company has not undertaken any
determination as to whether it has been a PFIC, currently is a PFIC
or may become a PFIC in the future, and the Company currently does
not intend to operate in a manner that avoids, or will avoid, its
being a PFIC currently or in the future. If the Company were a PFIC
for any taxable year during which a United States person owns
Ordinary Shares, various adverse U.S. federal income tax
consequences could apply to such United States person, including
increased U.S. federal income tax liabilities and reporting
obligations. Certain elections may be available to a United States
person that may mitigate the adverse U.S. federal income tax
consequences of the Company's being a PFIC. United States persons
should consult their own tax advisors about application of the PFIC
rules to an investment in the Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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