TIDMNRR
RNS Number : 1168E
NewRiver Retail Limited
13 July 2016
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
SELL OR THE SOLICITATION OF AN INVITIATION OR OFFER TO BUY ANY
SECURITY, NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR
TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE
LAW.
13 July 2016
NewRiver Retail Limited
("NewRiver" or the "Company")
New Corporate Structure, Posting of Shareholder Circular and
Notice of Meetings
On 11 July 2016, NewRiver announced details of proposals to
change the Group's corporate structure by inserting a new
English-incorporated parent company at the head of the Group,
NewRiver REIT plc ("NewRiver Holdco").
Posting of circular
NewRiver announces that it is today posting a circular to
shareholders setting out further details in relation to these
proposals (the "Circular"). Save where stated to the contrary,
terms defined in the Circular shall have the same meanings in this
announcement.
It is proposed to change the Group's corporate structure by
inserting NewRiver Holdco at the head of the Group, being a company
that (like NewRiver) will be tax resident in the UK. It is intended
that this new corporate structure will be implemented by way of a
Scheme of Arrangement under Part VIII of The Companies (Guernsey)
Law, 2008, as amended.
In order to become effective, the Scheme will require, amongst
other things, the approval of NewRiver Shareholders at the Court
Meeting and the passing of the Resolutions at a separate
Extraordinary General Meeting.
These meetings will be convened for 9.30 a.m. and 9.45 a.m.,
respectively, on 3 August 2016 at the offices of Eversheds LLP, One
Wood Street, London EC2V 7WS. The notices convening the Court
Meeting and the Extraordinary General Meeting are set out in the
Circular.
The Circular will be made available on the Company's website
(www.nrr.co.uk) today.
For more information, please contact:
NewRiver Retail Limited Tel: 020 3328 5800
David Lockhart, Chief Executive
Mark Davies, Finance Director
Bell Pottinger Tel: 020 3772 2500
David Rydell / David Bass / James Newman / Eve Kirmatzis
Tel: 020 3100 2000
Liberum
Richard Crawley / Jamie Richards / Jonathan Wilkes-Green
Key features of the Scheme
Under the Scheme, all the Scheme Shares will be cancelled on the
Effective Date by way of a reduction of capital. Following the
cancellation of the Scheme Shares and the issue of the NewRiver New
Ordinary Shares to NewRiver Holdco, NewRiver Holdco will, as a
result, hold all of the issued Shares in the capital of NewRiver.
NewRiver Holdco will, in turn, issue NewRiver Holdco Shares to
former NewRiver Shareholders on a one-for-one basis.
The implementation of the Scheme is conditional upon:
-- the approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting (in person or by proxy), representing
no less than 75 per cent. of the voting rights of the Scheme
Shareholders present and voting (in person or by proxy), at
the Court Meeting (with or without modification or at any adjournment
of such meeting);
-- the passing at the Extraordinary General Meeting (or at any
adjournment of such meeting) of the Resolutions set out in
the notice of the Extraordinary General Meeting to approve
various matters in connection with the Scheme (including changes
to the NewRiver Articles) by a majority of not less than 75
per cent. of the votes cast; and
-- the sanction of the Scheme (with or without modification) by
the Court at the Court Hearing. The Court Hearing (at which
it is proposed that the Court sanction the Scheme) is expected
to be held on or around 17 August 2016, assuming that the Court
Meeting approves the Scheme in accordance with the Guernsey
Companies Law and the Resolutions are passed at the Extraordinary
General Meeting.
If the Scheme is approved by the requisite majority at the Court
Meeting and the Resolutions are passed by the requisite majorities
at the Extraordinary General Meeting, an application will be made
to the Court to sanction the Scheme at the Court Hearing. If the
Scheme is sanctioned at the Court Hearing, the Court Order will be
conditional upon:
-- the formal processes having been put in place to cancel the
admission to trading on AIM of the NewRiver Shares and to approve
the application to admit (subject to the allotment of the NewRiver
Holdco Shares and the satisfaction of the other conditions to
the Scheme, save to the extent such conditions are already satisfied)
the NewRiver Holdco Shares to be issued in connection with the
Scheme to the premium segment of the Official List (including
a listing hearing having been held); and
-- the London Stock Exchange having agreed to admit the NewRiver
Holdco Shares to be issued in connection with the Scheme to
trading on its main market for listed securities, and its agreement
not being withdrawn prior to the Effective Date.
In connection with the Scheme, it is intended that NewRiver
Shareholders will approve an amendment to the NewRiver Articles
which provides, inter alia, that any NewRiver Shares issued at or
after the Scheme Record Time shall automatically be transferred to
NewRiver Holdco in consideration of, and conditional upon, the
issue or transfer to the relevant NewRiver Shareholder entitled to
such NewRiver Shares of one NewRiver Holdco Share for each such
NewRiver Share issued to the relevant NewRiver Shareholder in order
to ensure that NewRiver remains a wholly-owned subsidiary of
NewRiver Holdco following the Scheme becoming effective.
If the Scheme is sanctioned by the Court, and the other
conditions to the Scheme are satisfied or waived, the Scheme is
expected to become effective, and dealings in the NewRiver Holdco
Shares to be issued pursuant to the Scheme are expected to
commence, at 8.00 a.m. on 18 August 2016, the anticipated Effective
Date.
Applications will be made: (i) to the London Stock Exchange in
respect of the cancellation of the admission to trading on AIM of
the NewRiver Shares; (ii) to the Financial Conduct Authority in
respect of the admission of the NewRiver Holdco Shares to the
premium segment of the Official List; and (iii) to the London Stock
Exchange in respect of the admission of the NewRiver Holdco Shares
to trading on the London Stock Exchange's main market for listed
securities. The last day of dealings in the NewRiver Shares is
expected to be 17 August 2016. The last time for registration of
transfers of Scheme Shares is expected to be close of business on
17 August 2016. It is expected that Admission will become effective
and that dealings in NewRiver Holdco Shares will commence at 8.00
a.m. on 18 August 2016, the Effective Date. The admission to
trading on AIM of the NewRiver Shares will also be cancelled at the
same time on that date.
If the Scheme has not become effective by 30 September 2016 (or
such later date as NewRiver, NewRiver Holdco and Liberum may agree
and the Court may allow), it will lapse, in which event there will
not be a new parent company of NewRiver, NewRiver Shareholders will
remain shareholders of NewRiver and the existing NewRiver Shares
will continue to be admitted to trading on AIM.
Upon the Scheme becoming effective, certificates for NewRiver
Shares held in certificated form will cease to be valid. Upon
receipt of share certificates in respect of the NewRiver Holdco
Shares to be issued to them pursuant to the Scheme, NewRiver
Shareholders should destroy all existing certificates for their
NewRiver Shares.
NewRiver Share Incentive Plans
NewRiver operates the NewRiver Share Incentive Plans in order to
attract, hire, retain and incentivise employees. Before Admission,
NewRiver Holdco will adopt the NewRiver Holdco Share Incentive
Plans for the same purpose.
NewRiver has granted options and/or awards to employees under
the DBP (The NewRiver Retail Limited Deferred Bonus Plan 2015), the
PSP (The NewRiver Retail Limited Deferred Bonus Plan 2015) and the
Unapproved Plan (The NewRiver Retail Limited Unapproved Share
Option Plan 2009). These options and/or awards are either currently
exercisable or will become exercisable when the Court sanctions the
Scheme. Options granted under the Unapproved Plan will lapse six
months after the Court sanctions the Scheme. Awards granted under
the DBP will vest in full and will be exercisable during the six
months after the Court sanctions the Scheme. Awards granted under
the PSP will vest on a pro-rata basis and subject to the
achievement of all performance targets and will be exercisable
during the six months after the Court sanctions the Scheme.
All holders of outstanding options and/or awards under the
NewRiver Share Incentive Plans will be invited to exchange their
options and/or awards for equivalent options and/or awards to
acquire NewRiver Holdco Shares on the same vesting terms and
performance conditions as currently apply to their existing options
and/or awards. Although option and/or award holders cannot be
compelled to agree to this exchange, it is expected that all
employees will agree.
If the option/award holders agree to the option/award exchange,
the exchange will take effect immediately after the Scheme
Effective Time.
NewRiver Warrants
NewRiver has granted the NewRiver Warrants to the NewRiver
Warrantholders. The NewRiver Warrants are exercisable at any time
up to 1 September 2019. In accordance with the terms of the
NewRiver Warrant Instrument, NewRiver will notify the NewRiver
Warrantholders of the Scheme and the Proposals on or around the
date of this announcement.
In connection with the Scheme, NewRiver Warrantholders are being
offered the options of: (i) exercising some or all of their
subscription rights pursuant to their NewRiver Warrants prior to
the Scheme Record Time and receiving NewRiver Shares (which would
then be subject to the Scheme); and/or (ii) exchanging some or all
of their subscription rights pursuant to the NewRiver Warrants for
equivalent subscription rights pursuant to the NewRiver Holdco
Warrants. The NewRiver Holdco Warrants will be on broadly
equivalent terms to the NewRiver Warrants (including being
exercisable at any time up to 1 September 2019).
In the event that NewRiver Warrantholders take no action or
exercise only some of their subscription rights, the remaining
subscription rights pursuant to the NewRiver Warrants shall
continue to be exercisable until 1 September 2019 but the
anti-dilution provisions in the NewRiver Warrant Instrument will
not apply. In addition, the Boards of NewRiver and NewRiver Holdco
have reserved their discretion to permit a NewRiver Warrantholder
to elect to exchange some or all of their subscription rights
notwithstanding that the deadline for such NewRiver Warrantholders
to make such election may have passed and the Scheme may have
become effective.
Although NewRiver Warrantholders cannot be compelled to exercise
their subscription rights pursuant to the NewRiver Warrant
Instrument prior to the Scheme Record Time and/or to exchange all
of their NewRiver Warrants for NewRiver Holdco Warrants (each as
described above), it is expected that all NewRiver Warrantholders
will elect for one, or a combination, of the two options referred
to above.
Prospectus
A Prospectus relating to NewRiver Holdco, the NewRiver Group and
Admission, which will contain prescribed information relating to
NewRiver Holdco, is expected to be made available on or around 16
August 2016 and in electronic form on the NewRiver Group's website
(www.nrr.co.uk) on or around that date after it has been filed with
the FCA in accordance with the Prospectus Rules.
Expected Timetable of Principal Events (1, 2)
Latest time for lodging 9.30 a.m. on 1 August 2016(3)
Forms of Proxy for the
Court Meeting (blue form)
Latest time for lodging 9.45 a.m. on 1 August 2016
Forms of Proxy for the
Extraordinary General Meeting
(red form)
Voting Record Time for 6.00 p.m. on 1 August 2016(4)
the Court Meeting and the
Extraordinary General Meeting
Court Meeting 9.30 a.m. on 3 August 2016
Extraordinary General Meeting 9.45 a.m. on 3 August 2016(5)
Expected date of publication 16 August 2016
of the Prospectus by NewRiver
REIT plc
Last day of dealings in, 17 August 2016
and for registration of
transfers of, NewRiver
Shares on AIM
Scheme Record Time 6.00 p.m. on 17 August 2016
Court Hearing to sanction 17 August 2016
the Scheme
Scheme Effective Date 18 August 2016
Cancellation of admission 8.00 a.m. on 18 August 2016
to trading on AIM of NewRiver
Shares
Admission and commencement 8.00 a.m. on 18 August 2016
of dealings in NewRiver
REIT plc Shares
Crediting of NewRiver REIT as soon as practicable after
plc Shares to CREST accounts 8.00 a.m. on 18 August 2016
Share certificates for within 14 days of Admission
NewRiver REIT plc Shares
expected to be despatched
NOTES
1 Each of the times and dates in the table above is indicative
only and may be subject to change. Final dates and times will
depend on, amongst other things, the date upon which the Court
sanctions the Scheme. If a time or date is changed, NewRiver will
notify NewRiver Shareholders of the changes in the timetable either
by post or by publication of a notice through a regulatory
information service.
2 References to times in this document are to London time.
3 Blue Forms of Proxy for the Court Meeting not returned by this
time may be handed to the Registrars or to the Chairman of the
Court Meeting.
4 If the Court Meeting and/or the Extraordinary General Meeting
are/is adjourned, the Voting Record Time for the adjourned Court
Meeting and/or the Extraordinary General Meeting (as the case may
be) will be 6.00 p.m. on the day which is two days before the date
for holding the adjourned meeting.
5 Or as soon thereafter as the Court Meeting has been concluded or adjourned.
About NewRiver
NewRiver Retail Limited is an AIM listed REIT. The Company is a
specialist real estate investor, asset manager and developer
focused solely on the UK retail sector. NewRiver Retail was named
Property Company of the Year at the 2016 Property Week Awards.
The management team, with over 100 years combined experience in
the UK commercial property market, actively engages with retailers,
stakeholders and consumers. NewRiver Retail is one of the UK's
largest shopping centre owner/managers with assets under management
of GBP1.2 billion principally comprising 33 UK wide shopping
centres, further nationwide retail assets and a portfolio of 358
pubs with retail and mixed-use extension opportunities. The
portfolio totals over 7 million sq. ft. with over 1,840 occupiers,
an annual footfall of 150 million and a retail occupancy rate of 97
per cent.
The Company's activities include active and entrepreneurial
asset management and risk-controlled development, utilising both
its own balance sheet and co-investment joint venture
structures.
Founded in 2009, NewRiver has become the UK's leading
retail-focused property investment business. The Company's shares
were admitted to London's AIM in September of the same year. For
more information on NewRiver, please visit www.nrr.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
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