TIDMNRR
RNS Number : 1328I
NewRiver REIT PLC
15 June 2017
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
This announcement is not an offer of securities for sale, or an
offer to buy or subscribe for, directly or indirectly, securities
to any person in the United States of America or any other
jurisdiction, including in or into Australia, New Zealand, Canada,
the Republic of South Africa and Japan or any other jurisdiction in
which such offer or solicitation is unlawful. This announcement is
an advertisement and not a prospectus (or prospectus equivalent
document). A prospectus in connection with the proposed firm
placing and placing and open offer (together, the "Capital
Raising") and the admission of the new ordinary shares of one pence
each in the Company ("New Ordinary Shares") to be issued pursuant
to the Capital Raising to listing on the premium listing segment of
the Official List of the Financial Conduct Authority ("FCA") and to
trading on the Main Market for listed securities of London Stock
Exchange plc (together, "Admission") is expected to be published by
NewRiver REIT plc ("NewRiver REIT" or the "Company" and, together
with its subsidiaries, the "Group") on or around 16 June 2017. A
copy of the Prospectus will, following publication, be available on
the Company's website (www.nrr.co.uk) and be available for viewing
at the National Storage Mechanism at
https://www.morningstar.co.uk/uk/NSM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 June 2017
NewRiver REIT plc
("NewRiver REIT" or the "Company")
Proposed Firm Placing and Placing and Open Offer to raise not
less than GBP200 million at an Offer Price in the range of 330
pence to 340 pence per New Ordinary Share (the "Capital
Raising")
NewRiver REIT (ticker: NRR), the convenience-led UK retail and
leisure property specialist, is pleased to announce a proposed
Capital Raising to raise gross proceeds of not less than GBP133
million through the issue of New Ordinary Shares by way of a firm
placing ("Firm Placing") and additional gross proceeds of not less
than GBP67 million by way of a placing and open offer ("Placing and
Open Offer"), all at an Offer Price in the range of 330 pence to
340 pence per Ordinary Share.
The Firm Placing and the Placing (as defined herein) are being
conducted by way of an accelerated bookbuild on the Company's
behalf by Liberum Capital Limited ("Liberum") and Peel Hunt LLP
("Peel Hunt") as Joint Bookrunners. The bookbuild will open with
immediate effect following this Announcement. The timing of the
closing of the bookbuild, the final size of the Firm Placing, the
final size of the Placing and Open Offer, the final Offer Price and
final allocations of New Ordinary Shares are at the discretion of
the Company, Liberum and Peel Hunt. A further announcement will be
made following closing of the book, confirming the final details of
the Capital Raising.
Highlights
-- Capital Raising of not less than GBP200 million comprising:
o Firm Placing of not less than GBP133 million;
o Placing and Open Offer of not less than GBP67 million.
-- Proceeds of the Capital Raising intended to be used as follows:
o to fund the consideration of approximately GBP60 million for
the acquisition of the 50 per cent. share the Company does not
already own in its BRAVO Joint Ventures for which the Company has
entered into Heads of Terms;
o to finance the GBP30 million of identified (but not yet
contractually committed) capital expenditure and risk-controlled
development, including the construction of further convenience
stores for the Co-operative and the development of the Group's
Canvey Island retail park; and
o to pursue the Group's acquisition pipeline, all of which is
off-market or selectively marketed.
-- Substantial progress made to date in the Group's 1.9 million
sq ft risk-controlled development pipeline which is focused on:
o creating additional value from within the Group's existing
portfolio;
o capitalising on opportunities above or adjacent to existing
assets; and
o redevelopment of existing assets and development of sites
acquired in portfolio acquisitions.
David Lockhart, Chief Executive, commented: "NewRiver has a
proven track record of delivering growing and sustainable cash
returns to shareholders through its focused strategy of acquiring
and managing convenience-led and community-focused retail and
leisure assets combined with risk-controlled development and value
enhancing active asset management. The proceeds of the proposed
Capital Raising will be deployed into accretive acquisitions,
including the purchase of the remaining units in the BRAVO JV, and
our exciting programme of risk-controlled developments.
NewRiver is very familiar with the BRAVO assets having been
responsible for their day to day management since the joint venture
was established in 2013. Given the investment made into the BRAVO
assets to date, we are confident that this acquisition will produce
attractive long term returns for our shareholders."
Background to, and reasons for, the Capital Raising
The Group continues to see opportunities to purchase assets at
attractive yields and with the potential to secure good quality
income streams which can be distributed to NewRiver REIT
Shareholders through the Company's quarterly dividend programme.
Further, the Group's portfolio offers continued potential for
capital growth, which has the potential to supplement the income
returns generated from the Group's assets.
The Group's development pipeline is strong, creating additional
space in the shopping centre and retail warehouse portfolios and in
the development of the public house estate. The Group currently has
approximately 1.9 million square feet of property in the
development pipeline with potential capital expenditure in excess
of GBP42 million planned to be incurred across the financial year
ending 31 March 2018 (of which approximately GBP5.6 million was
committed as at 14 June 2017), and GBP30 million of the proceeds of
the Capital Raising are allocated for this purpose.
The Directors continue to see a wide range of acquisition and
development opportunities which meet the Group's investment
criteria, giving rise to a strong pipeline of capital deployment
opportunities. These opportunities include the acquisition of the
50 per cent. it does not already own in the BRAVO Joint Ventures
for a consideration of approximately GBP60 million.
Accordingly, the Group is seeking to raise additional finance
through the Capital Raising which it will seek to deploy, together
with debt finance where relevant and appropriate, in line with its
investment strategy. The proceeds of the Capital Raising will
therefore allow the Group to complete the Acquisition and put the
Group in a position of strength when seeking to capitalise on this
pipeline of investment and risk controlled development
opportunities.
The Directors believe that the Capital Raising also provides the
Group with the opportunity to capitalise on further economies of
scale that an enhanced capital base may bring, such as an unsecured
debt structure. Moreover, an increase in the asset base of the
business without a commensurate increase in the cost base would
improve operational efficiency.
Key Terms of the Capital Raising
The Company is proposing to raise gross proceeds of not less
than GBP200 million by way of a Firm Placing of not less than
GBP133 million to certain new and existing institutional investors
and a Placing and Open Offer of not less than GBP67 million at an
Offer Price, in each case, in the range of 330 pence to 340 pence
per New Ordinary Share.
The Company has today entered into the Placing Agreement with
Liberum and Peel Hunt under which Liberum and Peel Hunt have agreed
to use their respective reasonable endeavours to procure
institutional and certain other investors (including certain
existing shareholders) for the shares to be issued under the Firm
Placing and the Placing conditionally at the Offer Price (subject
to clawback, in respect of the Placing Shares, to satisfy valid
applications by Qualifying Shareholders under the Open Offer).
The Capital Raising is conditional upon the following:
-- the Resolutions being passed by NewRiver REIT Shareholders at
the General Meeting (without material amendment);
-- the Placing Agreement having become unconditional and not
having been terminated in accordance with its terms prior to
Admission; and
-- Admission becoming effective by not later than 8.00 a.m. on 6
July 2017 (or such later time and/or date as the parties to the
Placing Agreement may agree, being not later than 31 July
2017).
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, the Capital Raising will not proceed.
Dividend Entitlement
The New Ordinary Shares to be issued pursuant to the Capital
Raising will not be entitled to receive the Special Dividend of 3
pence per Ordinary Share in respect of the financial year ended 31
March 2017 or the First Quarterly Dividend of 5.25 pence per
Ordinary Share in respect of the first quarter of the financial
year ending 31 March 2018. Both the Special Dividend and the First
Quarterly Dividend were announced on 16 May 2017 and will be paid
as a Property Income Distribution on 4 August 2017 to NewRiver REIT
Shareholders on the register on 16 June 2017. The New Ordinary
Shares will rank pari passu in all other respects with the Ordinary
Shares currently in issue.
Firm Placing
The Firm Placing is proposed to raise gross proceeds of not less
than GBP133 million for NewRiver REIT. The Firm Placing Shares are
not subject to clawback and are not part of the Placing and Open
Offer. The Firm Placing is subject to the same conditions as the
Placing and Open Offer.
NewRiver REIT, Liberum and Peel Hunt reserve the right to alter
the relative sizes of the Firm Placing and the Placing and Open
Offer.
Placing and Open Offer
The Placing and Open Offer is proposed to raise gross proceeds
of not less than GBP67 million for NewRiver REIT. The Placing
Shares will be subject to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer. Subject to the
satisfaction or, where applicable, waiver of the conditions and the
Placing Agreement not having been terminated in accordance with its
terms, any Open Offer Shares not subscribed for under the Open
Offer will be issued to Placing Placees, with the net proceeds of
the Placing being retained by NewRiver REIT.
Open Offer Entitlements
Qualifying Shareholders will have the opportunity under the Open
Offer to subscribe for Open Offer Shares at the Offer Price,
payable in full on application and free of expenses, pro-rata to
their holding of Existing Ordinary Shares at the Record Time.
Fractions of Ordinary Shares will not be allotted and each
Qualifying Shareholder's entitlement under the Open Offer will be
rounded down to the nearest whole number. Fractional entitlements
to New Ordinary Shares will be aggregated and will ultimately
accrue for the benefit of the Company.
Excess Application Facility
Under the Open Offer, Qualifying Shareholders will also be
offered the opportunity to subscribe for Excess Shares in excess of
their Open Offer Entitlements pursuant to the Excess Application
Facility. The Excess Application Facility will comprise Open Offer
Shares that are not taken up by Qualifying Shareholders under the
Open Offer pursuant to their Open Offer Entitlements. Qualifying
Shareholders' applications for Excess Shares will, therefore, be
satisfied only to the extent that corresponding applications by
other Qualifying Shareholders are made for less than their pro rata
Open Offer Entitlements. If there is an over-subscription resulting
from excess applications, allocations in respect of such excess
applications will be scaled-back at the absolute discretion of the
Board in consultation with Liberum and Peel Hunt, who will have
regard to the pro rata number of Excess Shares applied for by
Qualifying Shareholders under the Excess Application Facility. No
assurances can therefore be given that applications by Qualifying
Shareholders under the Excess Application Facility will be met in
full, in part or at all.
NewRiver REIT, Liberum and Peel Hunt reserve the right to alter
the relative sizes of the Firm Placing and the Placing and Open
Offer.
Use of Proceeds
The Directors intend to use:
-- approximately GBP60 million of the expected net proceeds of
the Capital Raising to finance the Acquisition (as further detailed
below);
-- approximately GBP30 million of the expected net proceeds of
the Capital Raising to finance identified (but not yet
contractually committed) capital expenditure and risk-controlled
development opportunities in the Group's existing portfolio,
comprising:
o developing a further 20 to 30 convenience stores for the
Co-operative (approximately GBP12 million);
o the development of the Group's Canvey Island retail park where
pre-lets have been signed with M&S Simply Food, Sports Direct
and B&M (approximately GBP8 million); and
o approximately GBP10 million of expenditure on other risk
controlled development opportunities; and
-- the remaining net proceeds of the Capital Raising, together
with debt finance where relevant and appropriate, to pursue the
Group's acquisition pipeline in accordance with its acquisition
criteria.
The Group has a strong pipeline of potential acquisition
opportunities, all of which are off-market or selectively marketed,
and is making good progress with its a capital expenditure and
risk-controlled development programme of approximately GBP42
million for the financial year ending 31 March 2018 (of which
approximately GBP5.6 million was committed as at 14 June 2017).
The Company (through certain wholly-owned, indirect subsidiaries
of the Company) currently owns 50 per cent. of the units in the
BRAVO Joint Ventures, being the NewRiver Retail Property Unit Trust
No.2, the NewRiver Retail Property Unit Trust No.5, the NewRiver
Retail Property Unit Trust No.6 and the NewRiver Retail Property
Unit Trust No.7 (which hold properties in Middlesbrough, Hastings,
Newtownabbey and Newton Mearns acquired off-market in 2013 and
2014).
The Acquisition will consist of the acquisition by wholly-owned,
indirect subsidiaries of the Company of the remaining 50 per cent.
of the units in the BRAVO Joint Ventures from certain subsidiaries
of BRAVO II on the terms of the Heads of Terms. If the Acquisition
is completed, the Company (through certain wholly-owned, indirect
subsidiaries of the Company) will own 100 per cent. of the units in
the BRAVO Joint Ventures.
The Acquisition will be made off-market at a yield of 7.3 per
cent., generating a Stamp Duty Land Tax saving of approximately
GBP6 million through being structured as an acquisition of the
units of the joint venture vehicles, and relates to assets already
well known to the Company by virtue of its existing 50 per cent.
stake in the BRAVO Joint Ventures.
The non-binding Heads of Terms were entered into on 6 June 2017
and the aggregate net cash consideration payable in respect of the
Acquisition, if it completes, would be approximately GBP60 million.
The BRAVO Joint Ventures, collectively, generated net rental income
of approximately GBP16.5 million for the financial year-ended 31
December 2016 and had net assets of approximately GBP120.8 million
(of which the Group's share was approximately GBP60.4 million) as
at 31 December 2016. They have indebtedness of approximately GBP120
million outstanding which the Company intends to remain in place
following completion of the Acquisition. The Company intends to
bring this indebtedness onto its own balance sheet from completion
of the Acquisition.
In addition, the Heads of Terms provide as follows:
-- the Company will receive limited warranties in any binding
sale and purchase agreement entered into to effect the Acquisition
(the "SPA") as it is an existing unitholder in the BRAVO Joint
Ventures and NewRiver REIT (UK) Limited is the asset manager
operating the properties owned by the BRAVO Joint Ventures; and
-- the Acquisition will be conditional on:
o the obtaining of funding, which the Company intends to be
satisfied by means of approximately GBP60 million of the net
proceeds of the Capital Raising referred to above; and
o the other conditions to the SPA, being the obtaining of
consent of the BRAVO Joint Ventures' secured lenders to the
Acquisition, to the extent required and the agreement in principle
of the amount of a final distribution from the BRAVO Joint Ventures
to the unitholders to be paid upon completion of the Acquisition
(subject to adjustment following completion), in each case, being
satisfied by no later than 31 July 2017.
Whilst it is the Board's current intention to proceed with the
Acquisition, there can be no assurance that it will be completed on
the terms set out in the Heads of Terms, or at all. Consistent with
previous BRAVO transactions, were the Company to proceed with the
Acquisition, it would receive a promote payment in recognition of
the good historical performance of the joint venture.
Looking forward, the assets present a range of further
opportunities to enhance value through active asset management and
risk-controlled development activities.
Current trading and prospects
On 16 May 2017, NewRiver REIT released its results for the
financial year ended 31 March 2017. A
summary of the key financial and operational highlights from
those results is set out below:
Financial Highlights
-- Funds From Operations grew by 24 per cent. to GBP58.2 million
due to acquisitions made during the financial year as well as the
Company's active asset management programme;
-- Funds From Operations per Ordinary Share were 24.9 pence (FY
2016: 26.6 pence which included promote receipts from the Bravo
Joint Ventures of 2.8 pence per Ordinary Share);
-- the dividends in respect of the period increased by 8 per
cent. to 20.0 pence per Ordinary Share (FY 2016: 18.5 pence);
-- Special dividend of 3.0 pence per Ordinary Share to take the
total, fully covered, dividends in respect of the period to 23.0
pence per Ordinary Share;
-- at the period end, the Company's IFRS net assets stood at
GBP685 million with an EPRA NAV per Ordinary Share of 292
pence;
-- at 31 March 2017, loan-to-value stood at 37 per cent., well
within the Company's stated policy of less than 50 per cent.;
and
-- the Group completed acquisitions totalling GBP158 million
during the period at an equivalent yield of 7.2 per cent.
Operational Highlights
-- 355 leasing events (excluding lease variations) completed
across 1.1 million sq ft of space with long term retail deals on
average 3.9 per cent. ahead of ERV;
-- Retail occupancy increased to 97 per cent. (FY 2016: 96 per
cent.) and has been maintained above 94 per cent. since the
Company's IPO in 2009;
-- Like-for-like net income increased 1.2 per cent. with an
affordable average retail rent of GBP12.45 per sq ft (FY 2016:
GBP12.14 per sq ft);
-- Like-for-like footfall across the shopping centre portfolio
increased 0.5 per cent., outperforming the UK benchmark by 210bps;
and
-- from 1 April 2017, rateable values across 90 per cent. of the
Company's retail portfolio reduced by over 19 per cent. benefitting
retailers through improved cost ratios. Public house operators
across the Group's portfolio will save on average 40 per cent. on
business rates.
Future Prospects
Whilst the Board is aware of general economic caution in light
of uncertainty over the recent UK election result and negotiations
in respect of the UK's decision to exit the European Union and the
potential for rises in inflation and interest rates, it believes
that the Group is well placed to meet the challenges that could
arise in this environment. The Group owns a sizeable portfolio with
critical mass. It is cash generative with an occupier base
representing some of the strongest covenants in the UK retail and
leisure sectors. Assets are geographically diversified with a focus
on day-to-day shopping needs which the Directors consider to be
significantly less volatile than other segments of the retail
market. The Board therefore remains optimistic in its outlook for
the Company.
Prospectus
The Prospectus containing full details of how NewRiver REIT
Shareholders can participate in the Open Offer and containing the
notice of the General Meeting expected to be held at 10.00 a.m. on
4 July 2017 is expected to be published on, or around 16 June 2017.
Completion of the Capital Raising is conditional on, inter alia,
the passing of the Resolutions to be proposed at the General
Meeting.
Expected Timetable of Principal Events
Each of the times and dates in the table below is indicative
only and may be subject to change. Please read the notes for this
timetable set out below
Date
-------------------
Record Time for entitlements under 6.00 p.m. on
the Open Offer 14 June 2017
Announcement of the Capital Raising 15 June 2017
Ex-Entitlements Date for the Open 8.00 a.m. on
Offer 15 June 2017
Completion of the bookbuild in respect 15 June 2017
of the Firm Placing and the Placing
and announcement of the final details
of the Capital Raising
Publication and posting of the Prospectus, 16 June 2017
Form of Proxy and Application Form
Open Offer Entitlements and Excess As soon as possible
Open Offer Entitlements credited on 19 June 2017
to stock accounts of Qualifying
CREST Shareholders in CREST
Recommended latest time for requesting 4.30 p.m. on
withdrawal of Open Offer Entitlements 27 June 2017
and Excess Open Offer Entitlements
from CREST (i.e. if your Open Offer
Entitlements and Excess Open Offer
Entitlements are in CREST and you
wish to convert them to certificated
form)
Latest time and date for depositing 3.00 p.m. on
Open Offer Entitlements into CREST 28 June 2017
Latest time and date for splitting 3.00 p.m. on
of Application Forms (to satisfy 29 June 2017
bona fide market claims only)
Latest time and date for receipt 10.00 a.m. on
of Forms of Proxy or electronic 2 July 2017
proxy appointments
Latest time and date for receipt 11.00 a.m. on
of completed Application Forms and 3 July 2017
payment in full under the Open Offer
or settlement of relevant CREST
instruction (as appropriate)
General Meeting 10.00 a.m. on
4 July 2017
Announcement of results of General 4 July 2017
Meeting
Results of the Capital Raising announced 4 July 2017
through a Regulatory Information
Service
Admission and commencement of dealings By 8.00 a.m.
in New Ordinary Shares on 6 July 2017
New Ordinary Shares credited to On 6 July 2017
CREST accounts (uncertificated holders
only)
Expected despatch of definitive Within five
share certificates (where applicable) Business Days
of Admission
Notes
1. Each of the times and dates set out in the above timetable is
subject to change by the Company (with the agreement of Liberum and
Peel Hunt, in certain instances), in which event details of the new
times and dates will be notified to the UK Listing Authority and,
where appropriate, to NewRiver REIT Shareholders.
2. Any reference to a time in this document is to the time in
London, United Kingdom, unless otherwise stated.
3. The ability to participate in the Open Offer is subject to
certain restrictions relating to NewRiver REIT Shareholders with
registered addresses or located or resident in countries outside
the United Kingdom, details of which are set out in further detail
in the Appendix.
The persons responsible for arranging for the release of this
announcement on behalf of the Company are the Directors.
For further information:
NewRiver REIT plc Tel: 020 3328
David Lockhart (Chief Executive) 5800
Mark Davies (Chief Financial
Officer)
Will Hobman (Head of Investor
Relations)
Bell Pottinger Tel: 020 3772
David Rydell 2500
David Bass
Eve Kirmatzis
Liberum (Sponsor and Joint Bookrunner) Tel: 020 3100
Richard Crawley /Jamie Richards 2000
Peel Hunt (Joint Bookrunner)
Capel Irwin / Jock Maxwell Macdonald Tel: 020 7418
8900
Kinmont (Joint Financial Adviser) Tel: 020 7087
Mat Thackery 9100
Barclays (Joint Financial Adviser) Tel: 020 7623
Phil Shelley 2323
Definitions
"Acquisition" the proposed off-market acquisition by
certain wholly-owned, indirect subsidiaries
of the Company of the remaining 50 per
cent. interest in the BRAVO Joint Ventures
not already owned by wholly-owned, indirect
subsidiaries of the Company;
"Admission" the admission of the New Ordinary Shares
to the premium listing segment of the
Official List becoming effective in accordance
with the Listing Rules and the admission
of the New Ordinary Shares to trading
on the London Stock Exchange's Main Market
becoming effective in accordance with
the Admission and Disclosure Standards;
"Application the personalised application form on
Form" which Qualifying Non- CREST Shareholders
may apply for New Ordinary Shares under
the Open Offer;
"Barclays" Barclays Bank PLC;
"BRAVO BRAVO Fund, L.P.;
I"
"BRAVO BRAVO Fund II, L.P.;
II"
"BRAVO the joint venture arrangements between
Joint Ventures" NewRiver Retail and BRAVO I or BRAVO
II;
"Business any day (other than a Saturday or Sunday
Day" or any public holiday in England and
Wales) on which banks generally are open
for the transaction of normal banking
business in the City of London;
"Capital the Firm Placing and the Placing and
Raising" Open Offer;
"certificated" a share which is not in uncertificated
or "certificated form (that is, not in CREST);
form"
"CREST" the relevant system (as defined in the
CREST Regulations) for the paperless
settlement of trades and the holding
of securities in uncertificated form
operated by Euroclear in accordance with
the CREST Regulations;
"CSOP" the NewRiver REIT plc Company Share Option
Plan 2016;
"DBP" the NewRiver REIT plc Deferred Bonus
Plan 2016 or NewRiver Retail Limited
Deferred Bonus Plan 2015;
"Enlarged the expected issued ordinary share capital
Share Capital" of the Company immediately following
the issue of the New Ordinary Shares
pursuant to the Capital Raising;
"Excess the facility for Qualifying Shareholders
Application to apply for Excess Shares in excess
Facility" of their Open Offer Entitlements;
"Excess in respect of each Qualifying CREST Shareholder
Open Offer who has taken up his Open Offer Entitlement
Entitlements" in full, the entitlement (in addition
to the Open Offer Entitlement) to apply
for Excess Shares, up to the number of
Open Offer Shares, credited to his stock
account in CREST pursuant to the Excess
Application Facility, which may be subject
to scaling-back in accordance with the
terms of the Capital Raising;
"Excess Open Offer Shares which may be applied
Shares" for in addition to Open Offer Entitlements;
"Ex-Entitlements the date on which the Existing Ordinary
Date" Shares are marked ex-entitlement, being
8.00 a.m. on 15 June 2017;
"Existing the Ordinary Shares in issue as at the
Ordinary date of this announcement;
Shares"
"FCA" or the Financial Conduct Authority of the
"Financial United Kingdom;
Conduct
Authority"
"Firm Placee" any person that has conditionally agreed
to subscribe for Firm Placing Shares;
"Firm Placing" the placing by Liberum and Peel Hunt,
as agents of and on behalf of NewRiver
REIT, of the Firm Placing Shares on the
terms and subject to the conditions contained
in the Placing Agreement;
"Firm Placing the New Ordinary Shares which are to
Shares" be issued pursuant to the Firm Placing;
"First the First Quarterly Dividend for the
Quarterly financial year ending 31 March 2018 of
Dividend" 5.25 pence per Existing Ordinary Share
announced on 16 May 2017 which will be
payable as a PID on 4 August 2017 to
NewRiver REIT Shareholders on the register
on 16 June 2017. Ordinary Shares will
be marked ex-dividend in respect of the
First Quarterly Dividend on 15 June 2017;
"Form of the form of proxy for use at the General
Proxy" Meeting which will accompany the Prospectus;
"FSMA" the Financial Services and Markets Act
2000, as amended;
"Funds cash profits, which include realised
from Operations" recurring cash profits, realised cash
profits or losses on the sale of properties
and exclude other one-off or non-cash
adjustments;
"General the general meeting of NewRiver REIT
Meeting" to be held on 4 July 2017, or any adjournment
thereof, to consider and, if thought
fit, to approve the Resolutions;
"Group" NewRiver REIT and its subsidiaries and
subsidiary undertakings and, where the
context requires, its associated undertakings,
save that, in the context of references
to any period prior to 18 August 2016
(being the date on which the Scheme became
effective and Original Admission occurred),
"Group" shall be construed as meaning
NewRiver Retail and its subsidiaries
and subsidiary undertakings and, where
the context requires, its associated
undertakings;
"Heads the non-binding heads of terms in respect
of Terms" of the Acquisition entered into between
NewRiver Retail Holdings Limited, NewRiver
Retail Holdings 5 Limited, LVS II Lux
S.à r.l. and LVS II Lux XIV S.à
r.l. on 6 June 2017;
"Institutional a person who qualifies as an institutional
Investor" investor under section 528(4A) of CTA
2010;
"Kinmont" Kinmont Limited;
"Liberum" Liberum Capital Limited;
"Listing the rules and regulations made by the
Rules" FCA in its capacity as the UK Listing
Authority under FSMA and contained in
the UK Listing Authority's publication
of the same name;
"London London Stock Exchange plc;
Stock Exchange"
"MAR" or the EU Market Abuse Regulation (2014/596/EU);
"Market
Abuse Regulation"
"New Ordinary the new Ordinary Shares to be issued
Shares" by the Company pursuant to the Capital
Raising;
"NewRiver NewRiver REIT plc, a company incorporated
REIT" or in England and Wales with registered
the "Company" number 10221027 and whose registered
office is at 37 Maddox Street, London
W1S 2PP;
"NewRiver a holder of Ordinary Shares;
REIT Shareholder"
"NewRiver the warrants to subscribe for Ordinary
REIT Warrants" Shares granted by NewRiver REIT to NewRiver
REIT Shareholders in connection with
the Scheme in exchange for such NewRiver
REIT Shareholders' NewRiver Retail Warrants;
"NewRiver NewRiver Retail Limited, a company incorporated
Retail" in Guernsey with registered number 50463
and whose registered office is at Old
Bank Chambers, La Grande Rue, St Martin's,
Guernsey, Channel Islands GY4 6RT;
"NewRiver the DBP, PSP, CSOP and the Unapproved
Share Incentive Plan;
Plans"
"Offer means the price at which each New Ordinary
Price" Share is to be issued pursuant to the
Capital Raising;
"Open Offer" the conditional invitation to Qualifying
Shareholders to subscribe for the Open
Offer Shares at the Offer Price on the
terms and subject to the conditions set
out in this document and, in the case
of Qualifying Non-CREST Shareholders
only, the Application Form;
"Open Offer entitlements to subscribe for the Open
Entitlements" Offer Shares, allocated to a Qualifying
Shareholder pursuant to the Open Offer;
"Open Offer the New Ordinary Shares for which Qualifying
Shares" Shareholders are being invited to apply
to be issued pursuant to the terms of
the Open Offer;
"Ordinary ordinary shares of GBP0.01 each in the
Shares" capital of NewRiver REIT (including,
if the context requires, the Existing
Ordinary Shares and/or the New Ordinary
Shares);
"Peel Hunt" Peel Hunt LLP;
"PID" or a dividend paid by the Company relating
"Property to profits or gains of the Qualifying
Income Property Rental Business of the members
Distribution" of the Group (other than gains arising
to non-UK resident members of the Group);
"Placing" the conditional placing, by Liberum and
Peel Hunt, as agents of and on behalf
of the Company, of the Placing Shares
subject to clawback pursuant to the Open
Offer, on the terms and subject to the
conditions contained in the Placing Agreement;
"Placing the Placing Agreement dated 15 June 2017
Agreement" between the Company, Liberum and Peel
Hunt;
"Placing any person who has conditionally agreed
Placee" to subscribe for the Placing Shares;
"Placing the New Ordinary Shares proposed to be
Shares" issued by the Company pursuant to the
Placing;
"PRA" the Prudential Regulation Authority;
"Prospectus" the prospectus to be published by NewRiver
REIT on or around 16 June 2017 in connection
with the Capital Raising and Admission;
"PSP" the NewRiver REIT plc Performance Share
Plan 2016 or NewRiver Retail Limited
Performance Share Plan 2009;
"Qualifying Qualifying Shareholders holding Ordinary
CREST Shareholders" Shares in uncertificated form;
"Qualifying holders of Ordinary Shares on the register
Shareholders" of members of the Company at the Record
Time with the exclusion of the Restricted
Shareholders;
"Record 6.00 p.m. on 14 June 2017;
Time"
"Regulatory a service provided by the London Stock
Information Exchange for the distribution to the
Service" public of announcements and included
within the list maintained at the London
Stock Exchange's website;
"Regulation Regulation S under the US Securities
S" Act;
"Resolutions" the resolutions to be proposed at the
General Meeting;
"SPA" any binding sale and purchase agreement
entered into to effect the Acquisition;
"Special the Special Dividend for the financial
Dividend" year ended 31 March 2017 of 3 pence per
Existing Ordinary Share announced on
16 May 2017 which will be payable as
a PID on 4 August 2017 to NewRiver REIT
Shareholders on the register on 16 June
2017. Ordinary Shares will be marked
ex-dividend in respect of the Special
Dividend on 15 June 2017;
"Unapproved the NewRiver REIT plc Unapproved Share
Plan" Option Plan 2016 or NewRiver Retail Limited
Unapproved Share Option Plan 2009;
"uncertificated" a share or other security recorded on
or "in the relevant register of the share or
uncertificated security concerned as being held in uncertificated
form" form in CREST and title to which, by
virtue of the Uncertificated Securities
Regulations, may be transferred by means
of CREST;
"US" or the United States of America, its territories
"United and possessions, any State of the United
States" States and the District of Columbia;
or "United and
States
of America"
"US Securities the US Securities Act of 1933, as amended.
Act"
Important Notices
This announcement has been issued by NewRiver REIT and is the
sole responsibility of NewRiver REIT. The information in this
announcement is for background purposes only and does not purport
to be full or complete. The material set out herein is for
information purposes only and should not be construed as an offer
of securities for sale in the United States or any other
jurisdiction. The information contained in this announcement is
given at the date of its publication (unless otherwise stated) and
is subject to updating, revision and amendment. In particular, the
proposals referred to herein are tentative and are subject to
verification, material updating, revision and amendment.
This announcement is not an offer of securities for sale, or an
offer to buy or subscribe for, directly or indirectly, securities
to any person in the United States of America or any other
jurisdiction, including in or into Australia, New Zealand, Canada,
the Republic of South Africa and Japan or any other jurisdiction in
which such offer or solicitation is unlawful. This announcement is
an advertisement and not a prospectus (or prospectus equivalent
document). A prospectus in connection with the proposed firm
placing and placing and open offer (together, the "Capital
Raising") and the admission of the new ordinary shares of one pence
each in the Company ("New Ordinary Shares") to be issued pursuant
to the Capital Raising to listing on the premium listing segment of
the Official List of the Financial Conduct Authority ("FCA") and to
trading on the Main Market for listed securities of London Stock
Exchange plc (together, "Admission") is expected to be published by
NewRiver REIT plc ("NewRiver REIT" or the "Company" and, together
with its subsidiaries, the "Group") on or around 16 June 2017. A
copy of the Prospectus will, following publication, be available on
the Company's website (www.nrr.co.uk) and be available for viewing
at the National Storage Mechanism at
https://www.morningstar.co.uk/uk/NSM.
The distribution or publication of this announcement, any
related documents, and the offer, sale and/or issue of the New
Ordinary Shares in certain jurisdictions may be restricted by law.
Persons into whose possession any document or other information
referred to herein comes are required to inform themselves about
and to observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdiction.
This announcement does not constitute or form part of an offer
to sell, or the solicitation of an offer to buy or subscribe for,
New Ordinary Shares to any person in the United States, Australia,
New Zealand, Canada, the Republic of South Africa and Japan, or in
any jurisdiction to whom or in which such offer or solicitation is
unlawful and, in particular, is not for release, publication or
distribution in or into the United States, Australia, New Zealand,
Canada, the Republic of South Africa and Japan.
No action has been, or will be, taken by NewRiver REIT or any
other person to permit a public offer or distribution of this
announcement, or any related documents, in any jurisdiction where
action for that purpose may be required, other than in the United
Kingdom.
This announcement is not an offer of securities for sale in the
United States, and is not for publication or distribution, directly
or indirectly, in or into the United States. This announcement is
not an offer of securities for sale into the United States. The New
Ordinary Shares and the Open Offer Entitlements referred to herein
have not been, and will not be, registered under the US Securities
Act of 1933, as amended (the "US Securities Act") or any relevant
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
the United States. No public offering of securities is being made
in the United States and the New Ordinary Shares are being offered
or sold outside the United States in reliance on Regulation S.
The New Ordinary Shares and the Open Offer Entitlements have not
been and will not be registered under the applicable securities
laws of Australia, New Zealand, Canada, the Republic of South
Africa and Japan. Subject to certain exceptions, the New Ordinary
Shares and the Open Offer Entitlements referred to herein may not
be offered or sold in Australia, New Zealand, Canada, the Republic
of South Africa or Japan or to, or for the account or benefit of,
any national, resident or citizen of Australia, New Zealand,
Canada, the Republic of South Africa or Japan. There will be no
public offer of securities in Australia, New Zealand, Canada, the
Republic of South Africa and Japan.
The New Ordinary Shares may not be publicly offered in
Switzerland and will not be listed on the SIX Swiss Exchange
("SIX") or on any other stock exchange or regulated trading
facility in Switzerland. This announcement and the Prospectus have
been prepared without regard to the disclosure standards for
issuance prospectuses under art. 652a or art. 1156 of the Swiss
Code of Obligations or the disclosure standards for listing
prospectuses under art. 27 ff. of the SIX Listing Rules or the
listing rules of any other stock exchange or regulated trading
facility in Switzerland. Neither this announcement nor any other
offering or marketing material relating to the New Ordinary Shares
or the Capital Raising may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither this announcement nor any other offering or marketing
material relating to the Capital Raising, NewRiver REIT or the New
Ordinary Shares have been, or will be, filed with, or approved by,
any Swiss regulatory authority. In particular, neither this
announcement nor the Prospectus will be filed with, and the offer
of New Ordinary Shares will not be supervised by, the Swiss
Financial Market Supervisory Authority FINMA, and the offer of New
Ordinary Shares has not been and will not be authorised under the
Swiss Federal Act on Collective Investment Schemes ("CISA"). The
investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to
acquirers of New Ordinary Shares.
The New Ordinary Shares are only suitable for investors who
understand the potential risk of capital loss, for whom an
investment in the New Ordinary Shares is part of a diversified
investment programme and who fully understand and are willing to
assume the risks involved in such an investment programme. There is
no guarantee that the Capital Raising will proceed and that
Admission will occur and you should not base your financial
decisions on NewRiver REIT's intention in relation to the Capital
Raising and Admission at this stage. Acquiring New Ordinary Shares
to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. When
considering what further action you should take you are recommended
to seek your own financial advice immediately from your
stockbroker, bank manager, solicitor, accountant, fund manager or
other appropriate independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended)
("FSMA"), if you are resident in the United Kingdom, or, if not,
from another appropriately authorised independent financial
adviser. This announcement does not constitute a recommendation
concerning the Capital Raising. The price and value of the New
Ordinary Shares may decrease as well as increase. Information in
this announcement, past performance and any documents relating to
the Capital Raising or Admission cannot be relied upon as a guide
to future performance. Potential investors should consult a
professional adviser as to the suitability of the Capital Raising
for the person concerned.
This announcement contains statements which are based on the
Directors' current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in such statements. These statements include
forward-looking statements both with respect to the Group and the
markets in which the Group operates. Statements which include the
words "expects", "intends", "plans", "believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" or, in each case, their negative or other variations,
and similar statements of a future or forward-looking nature,
identify forward-looking statements. It is believed that the
expectations reflected in these statements are reasonable, but they
may be affected by a number of variables which could cause actual
results or trends to differ materially, including (but not limited
to) any limitations of NewRiver REIT's internal financial reporting
controls; an increase in competition; an unexpected decline in
turnover, rental income or the value of all or part of the Group's
property portfolio; legislative, fiscal and regulatory
developments; and currency and interest rate fluctuations. Each
forward-looking statement speaks only as of the date of this
announcement. Except as required by the rules of the FCA (and, in
particular, the Disclosure Guidance and Transparency Rules and the
Market Abuse Regulation), the London Stock Exchange, the Listing
Rules or by law (in particular, FSMA), NewRiver REIT expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any
change in NewRiver REIT's expectations with regard thereto or
any change in events, conditions or circumstances on which any such
statement is based. All subsequent written and oral forward-looking
statements attributable to any person involved in the preparation
of this announcement or to persons acting on NewRiver REIT's behalf
are expressly qualified in their entirety by the cautionary
statements referred to above and contained elsewhere in this
announcement.
By their nature, forward-looking statements involve known and
unknown 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 Group's actual results of operations, financial
condition, prospects, growth, strategies and dividend policy, and
the development of the industry in which it operates, may differ
materially from the impression created by the forward-looking
statements contained in this announcement. In addition, even if the
results of operations, financial condition, prospects, growth,
strategies and the dividend policy of NewRiver REIT, and the
development of the industry in which it operates, are consistent
with the forward-looking statements contained in this announcement,
those results or developments may not be indicative of results or
developments in subsequent periods.
Any forward-looking statement contained in this announcement
based on past or current trends and/or activities of the Group
should not be taken as a representation that such trends or
activities will continue in the future. No statement in this
announcement is intended to be a profit forecast or to imply that
the earnings of the Group for the current year or future years will
necessarily match or exceed the historical or published earnings of
the Group.
Each of Liberum, Peel Hunt, Kinmont and Barclays, and their
respective affiliates, expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
Liberum is authorised and regulated by the FCA in the United
Kingdom. Liberum is acting exclusively for NewRiver REIT and no-one
else in connection with the Capital Raising, and will not regard
any other person as its client in relation to the Capital Raising,
and will not be responsible for providing the protections afforded
to Liberum clients, nor for giving advice in relation to the
Capital Raising, or any arrangement referred to in, or information
contained in, this announcement.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom. Peel Hunt is acting exclusively for NewRiver REIT and
no-one else in connection with the Capital Raising, and will not
regard any other person as its client in relation to the Capital
Raising, and will not be responsible for providing the protections
afforded to Peel Hunt clients, nor for giving advice in relation to
the Capital Raising, or any arrangement referred to in, or
information contained in, this announcement.
Kinmont, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for NewRiver REIT in
connection with the Capital Raising and will not be responsible to
anyone other than NewRiver REIT for providing the protections
afforded to clients of Kinmont or for providing advice in relation
to the matters described in this announcement.
Barclays, acting through its Investment Bank, which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively for NewRiver REIT and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
NewRiver REIT for providing the protections afforded to the clients
of Barclays, or for providing advice in connection with the
contents of this announcement or any other matters referred to in
this announcement.
In connection with the Capital Raising, each of Liberum, Peel
Hunt, Kinmont and Barclays, or any of their respective affiliates,
may take up a portion of the New Ordinary Shares and/or related
instruments in connection with the Capital Raising as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own account(s) such New Ordinary Shares and/or
related instruments in connection with the Capital Raising or
otherwise. Accordingly, references in the Prospectus, once
published, to the New Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, Liberum, Peel Hunt, Kinmont and Barclays, or
any of their respective affiliates, acting as investors for their
own accounts. Except as required for legal or regulatory
obligations to do so, Liberum, Peel Hunt, Kinmont and Barclays do
not propose to make any disclosure in relation to the extent of any
such investments or transactions.
None of Liberum, Peel Hunt, Kinmont or Barclays, any of their
respective affiliates, or any of their or their affiliates'
respective directors, officers or employees, advisers or agents
accepts any responsibility or liability whatsoever for the contents
of this announcement, or no representation or warranty, express or
implied, is made as to the accuracy, completeness, correctness or
fairness of the information or opinions contained in, this
announcement or any document referred to in this announcement (or
whether any information has been omitted from this announcement or
any document referred to in this announcement) or any other
information relating to NewRiver REIT or their respective
subsidiaries or affiliates, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Accordingly,
each of Liberum, Peel Hunt, Kinmont and Barclays, their respective
affiliates, and each of their and their affiliates' respective
directors, officers, employees and agents, and any other person
acting on their behalf, expressly disclaims any and all liability
whatsoever for any loss howsoever arising from, or in reliance
upon, the whole or any part of the contents of this announcement,
whether in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Each prospective investor should
consult his own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice, respectively.
APPIX
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING
1. ELIGIBLE PARTICIPANTS
Members of the public are not eligible to take part in the Firm
Placing or the Placing. This appendix and the terms and conditions
set out herein are for information purposes only and are directed
only at:
(a) persons in member states of the European Economic Area who
are "qualified investors" within the meaning of article 2(1)(e) of
the Prospectus Directive (Directive 2003/71/EC, as amended by the
2010 PD Amending Directive (Directive 2010/73/EU)) ("Qualified
Investors") and,
(b) where addressed to and directed to persons in the United
Kingdom, to persons who are also those:
(i) who have professional experience in matters relating to
investments falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "FPO"); or
(ii) who are high net worth entities as described in article 49(2) of the FPO; or
(iii) to whom it may otherwise be lawfully communicated and in
all cases who are capable of being categorised as a professional
client or an eligible counterparty for the purposes of the FCA
Conduct of Business Rules (all such persons being together referred
to as "Relevant Persons"). This appendix and these terms and
conditions must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
these terms and conditions relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
Furthermore, the New Ordinary Shares may not be offered or sold
in the United States.
2. INTRODUCTION
Participation in the Firm Placing and/or the Placing is only
available to persons who are invited to participate by Liberum
and/or Peel Hunt. This appendix and the terms and conditions set
out herein apply to persons making an offer to subscribe for Firm
Placing Shares under the Firm Placing and/or Placing Shares under
the Placing. Each of the Firm Placees and the Placing Placees
(together, for the purposes of this appendix, the "Placees" and
each a "Placee") agrees with Liberum, Peel Hunt and the Company to
be bound by these terms and conditions as being the terms and
conditions upon which Firm Placing Shares will be sold under the
Firm Placing and Placing Shares will be sold under the Placing (as
applicable). A Placee shall, without limitation, become so bound if
Liberum or Peel Hunt (as the case may be) confirms its allocation
of Firm Placing Shares under the Firm Placing and/or Placing Shares
under the Placing (as applicable) to such Placee at the Offer
Price.
Upon being notified of its allocation of Firm Placing Shares
under the Firm Placing and/or Placing Shares under the Placing
(whether orally or in writing, which includes e-mail) by Liberum or
Peel Hunt (as the case may be), a Placee shall, subject to the
provisions of paragraph 7 of this appendix with respect to the
Placing Shares, be contractually committed to acquire the number of
Firm Placing Shares and/or Placing Shares allocated to them at the
Offer Price and to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment (the "Placing
Commitment"). Each of Liberum and Peel Hunt may require any Placee
to agree to such further terms and/or conditions and/or give such
additional warranties and/or representations as it may, in its
absolute discretion, see fit and/or may require such Placee to
execute a separate placing letter. Dealing may not begin before any
notification is made.
Neither this announcement nor the New Ordinary Shares have been
or will be registered under the US Securities Act, or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
the United States.
This announcement (including this appendix) will not constitute
an offer or an invitation to apply for or an offer or an invitation
to acquire any New Ordinary Shares in the United States. Subject to
certain exceptions, all persons applying for New Ordinary Shares
and wishing to hold such New Ordinary Shares in registered form
must provide an address for registration of the New Ordinary Shares
outside the United States.
Subject to certain exceptions, any person who applies for New
Ordinary Shares will be deemed to have declared, warranted and
agreed that they are not, and that at the time of application they
will not be, in the United States, or acting on a non-discretionary
basis for a person located within the United States.
The Company reserves the right to treat as invalid any
application for New Ordinary Shares which does not contain a
warranty to the effect that the person applying for New Ordinary
Shares does not have a registered address and is not otherwise
located in the United States and is not applying for New Ordinary
Shares with a view to the offer, sale, resale, transfer, delivery
or distribution, directly or indirectly, of the New Ordinary Shares
in the United States or where the Company believes application for
such New Ordinary Shares may infringe applicable legal or
regulatory requirements.
The New Ordinary Shares may not be publicly offered in
Switzerland and will not be listed on the SIX Swiss Exchange
("SIX") or on any other stock exchange or regulated trading
facility in Switzerland. This announcement and the Prospectus have
been prepared without regard to the disclosure standards for
issuance prospectuses under art. 652a or art. 1156 of the Swiss
Code of Obligations or the disclosure standards for listing
prospectuses under art. 27 ff. of the SIX Listing Rules or the
listing rules of any other stock exchange or regulated trading
facility in Switzerland. Neither this announcement, the Prospectus
nor any other offering or marketing material relating to the New
Ordinary Shares or the Capital Raising may be publicly distributed
or otherwise made publicly available in Switzerland.
Neither this announcement, the Prospectus nor any other offering
or marketing material relating to the Capital Raising, the Company
or the New Ordinary Shares have been, or will be, filed with, or
approved by, any Swiss regulatory authority. In particular, neither
this announcement nor the Prospectus will be filed with, and the
offer of New Ordinary Shares, the Open Offer Entitlements and the
Excess Open Offer Entitlements will not be supervised by, the Swiss
Financial Market Supervisory Authority FINMA, and the offer of New
Ordinary Shares has not been and will not be authorised under the
Swiss Federal Act on Collective Investment Schemes ("CISA"). The
investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to
acquirers of New Ordinary Shares.
3. AGREEMENT TO ACQUIRE FIRM PLACING SHARES AND/OR PLACING SHARES
Each of the Firm Placing and the Placing is conditional upon the
following conditions, amongst others:
(a) the Resolutions being passed at the General Meeting;
(b) the Placing and Open Offer Agreement having become
unconditional in all respects (save for the condition relating to
Admission) and not having been terminated in accordance with its
terms before Admission; and
(c) Admission becoming effective by not later than 8.00 a.m.
(London time) on 6 July 2017 (or such later time and/or date as the
Company, Liberum and Peel Hunt may agree (being no later than 31
July 2017)).
Subject to the above conditions, a Placee agrees to become a
NewRiver REIT Shareholder and agrees to acquire Firm Placing Shares
and/or Placing Shares (as applicable) at the Offer Price. The
number of Firm Placing Shares issued to a Firm Placee under the
Firm Placing and/or Placing Shares issued to a Placing Placee under
the Placing (as applicable) shall be in accordance with the
arrangements described above, subject to the provisions of
paragraph 7 of this appendix with respect to the Placing
Shares.
The Company has undertaken that the Firm Placing Shares and the
Placing Shares will, when issued and fully paid, rank pari passuin
all respects with the Existing Ordinary Shares and will have the
same rights and restrictions as each Existing Ordinary Share,
including in respect of any dividends or distributions declared in
respect of the New Ordinary Shares following Admission.
4. PAYMENT FOR FIRM PLACING SHARES AND/OR PLACING SHARES
Each Placee undertakes to pay the Offer Price for the Firm
Placing Shares and/or Placing Shares (as applicable) issued to such
Placee (the "Total Amount") in such manner as shall be directed by
Liberum or Peel Hunt (as the case may be). In the event of any
failure by a Placee to pay as so directed by Liberum or Peel Hunt
(as the case may be), the relevant Placee shall be deemed hereby to
have appointed Liberum, and/or Peel Hunt or any of its or their
nominees to sell (in one or more transactions) any or all of the
Firm Placing Shares and/or Placing Shares (as applicable) in
respect of which payment shall not have been made as so directed
and to have agreed to indemnify on demand Liberum or Peel Hunt (as
the case may be) in respect of any liability for UK stamp duty
and/or stamp duty reserve tax arising in respect of any such sale
or sales. A sale of all or any of such Firm Placing Shares and/or
Placing Shares shall not release the relevant Placee from the
obligation to make such payment for Firm Placing Shares and/or
Placing Shares to the extent that Liberum, Peel Hunt or its or
their nominee has failed to sell such Firm Placing Shares and/or
Placing Shares at a consideration which after deduction of expenses
of such sale and payment of stamp duty and/or stamp duty reserve
tax as aforementioned, is equal to or exceeds the Offer Price per
Firm Placing Share and/or Placing Share.
5. REPRESENTATIONS AND WARRANTIES
By receiving this announcement, each Placee and/or any person
confirming his agreement to subscribe for Firm Placing Shares
and/or Placing Shares on behalf of a Placee or authorising Liberum
and/or Peel Hunt to notify a Placee's name to the Receiving Agent,
is deemed to acknowledge, agree, undertake, represent and warrant
to each of Liberum, Peel Hunt, the Receiving Agent and the Company
that:
(A) it has read and understood this announcement (including this
appendix) in its entirety and that its acquisition of the New
Ordinary Shares is made solely on the terms and subject to the
conditions, representations, warranties, acknowledgements,
agreements and undertakings contained herein;
(B) it has made its own assessment of the New Ordinary Shares
and has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in
the Firm Placing and/or the Placing;
(C) neither Liberum, Peel Hunt, nor any of its or their
affiliates or any person acting on behalf of any of them has
provided, or will provide the Placee, with any material or
information regarding the New Ordinary Shares, the Firm Placing or
the Placing other than this announcement; nor has the Placee
requested Liberum, Peel Hunt, the Company or any of its or their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
(D) the content of this announcement is exclusively the
responsibility of the Company and that none of Liberum, Peel Hunt,
their respective affiliates or any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
announcement or any information previously or subsequently
published by or on behalf of the Company;
(E) it has made its own assessment of the Company and the terms
of the Firm Placing and Placing based on this announcement
(including this appendix) and the Company's publicly available
information, such information being all that it deems necessary to
make an investment decision in respect of the New Ordinary Shares
and that it has neither received nor relied on any information
given or representations, warranties or statements made by Liberum,
Peel Hunt or the Company or any of their affiliates or any person
acting on behalf of any of them and neither Liberum, Peel Hunt, nor
the Company nor any of its or their affiliates nor any person
acting on behalf of any of them will be liable for any Placee's
decision to accept an invitation to participate in the Firm Placing
and/or Placing based on any information, representation, warranty
or statement other than that contained in this announcement;
(F) it will not hold Liberum, Peel Hunt or any of their
respective affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission from any
publicly available information relating to the Company and that
none of Liberum and Peel Hunt nor any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information or accepts any
responsibility for any such information;
(G) it acknowledges that the New Ordinary Shares will be
admitted to the Official List of the FCA and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA
and the Placee is able to obtain or access such information without
undue difficulty and is able to obtain access to such information
or comparable information concerning any other publicly traded
company without undue difficulty;
(H) it has the funds available to pay the Total Amount payable
pursuant to its Placing Commitment and acknowledges, agrees and
undertakes that it will pay the Total Amount in accordance with the
terms of this appendix on the due time and dates notified by
Liberum and/or Peel Hunt (as the case may be), failing which the
relevant New Ordinary Shares may be placed with other placees or
sold at such price as Liberum and/or Peel Hunt determines;
(I) it:
(i) is duly incorporated and validly existing under the laws of
its jurisdiction of incorporation;
(ii) is entitled to subscribe for the New Ordinary Shares under
the laws of all relevant jurisdictions which apply to it;
(iii) has fully observed such laws;
(iv) has the requisite capacity and authority and is entitled to
enter into and to perform its obligations as a subscriber for New
Ordinary Shares and to execute and deliver all documents necessary
for such subscription and will honour such obligations; and
(v) has obtained all necessary consents and authorities
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this appendix) to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledge it is required to comply with all applicable laws and
regulations with respect to its subscription for the New Ordinary
Shares;
(J) after giving effect to its subscription of the New Ordinary
Shares comprised in its Placing Commitment, it will inform Liberum
and/or Peel Hunt (as the case may be) if such acquisition will
cause it to be required to make a notification to the Company in
accordance with Rule 5.1.2R of the Disclosure Guidance and
Transparency Rules;
(K) after giving effect to its subscription of the New Ordinary
Shares comprised in its Placing Commitment, its total aggregate
holding of issued Ordinary Shares, together with any such Ordinary
Shares held by any person acting in concert with its (as that term
is used for the purposes of the City Code), will not exceed 29.9
per cent. of the voting rights of the Company;
(L) it is not, and any person who it is acting on behalf of is
not, and at the time the New Ordinary Shares are subscribed will
not be, a resident of, or with an address in, Australia, New
Zealand, The Republic of South Africa, Canada or Japan, and it
acknowledges and agrees that the New Ordinary Shares have not been
and will not be registered or otherwise qualified under the
securities legislation of Australia, New Zealand, The Republic of
South Africa, Canada or Japan and, subject to certain exceptions,
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
(M) it is outside the United States and, subject to certain
exceptions, the New Ordinary Shares have not been and are not being
offered or sold to any Placee except outside the United States in
an "offshore transaction" (within the meaning of Regulation S under
the US Securities Act) and it will not offer, sell or deliver,
directly or indirectly, any New Ordinary Shares in or into the
United States. It acknowledges and agrees that there is no present
intention to register any of the New Ordinary Shares for sale or
re-sale under the US Securities Act and that there can be no
representation as to the availability of any exemption under the US
Securities Act;
(N) it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for New Ordinary Shares is
given and it is not acquiring the New Ordinary Shares with a view
to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any New Ordinary Shares into the United
States;
(O) it is:
(i) a person described in Article 19(5) (Investment
Professionals) and/or 49(2) (high net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "FPO"), and/or an authorised person as
defined in section 31 of the FSMA; or
(ii) a high net worth entity as described in article 49(2) of
the FPO; or
(iii) a "qualified investor" falling within Articles 2.1(e)(i),
(ii) or (iii) of the Prospectus Directive; or
(iv) a person to whom this Announcement may otherwise lawfully
be communicated and in all cases who is capable of being
categorised as a professional client or an eligible counterparty
for the purposes of the FCA Conduct of Business Rules.
For such purposes, it undertakes that it will acquire, hold,
manage and (if applicable) dispose of any New Ordinary Shares that
are allocated to it for the purposes of its business only;
(P) it has such knowledge, sophistication and experience in
financial and business matters that it is capable of evaluating the
merits and risks of its purchase of the New Ordinary Shares
comprised in its Placing Commitment, and it is able to bear the
economic risk and financial risk (including sustaining a complete
loss) of the purchase of such New Ordinary Shares and it has had
sufficient time to consider and conduct its own investigation with
respect to its purchase of the New Ordinary Shares including the
legal, regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and it will
not look to the Company, Liberum, Peel Hunt or any of their
respective affiliates or any person acting on their behalf for all
or part of any loss it may suffer in connection with its purchase
of such New Ordinary Shares;
(Q) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the New Ordinary Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this announcement is not being issued
by either Liberum or Peel Hunt in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it were made or
approved as a financial promotion by an authorised person;
(R) it is aware of and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the New Ordinary Shares in, from or otherwise
involving, the United Kingdom;
(S) it will not make any offer to the public of the New Ordinary
Shares and has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom or elsewhere
in the European Economic Area prior to Admission except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA or an offer to the public in any EEA State within the
meaning of the Prospectus Directive (which includes any relevant
implementing measure in any EEA State);
(T) it has not been engaged to subscribe for the New Ordinary
Shares on behalf of any other person who is not a Qualified
Investor unless the terms on which it is engaged to enable it to
make decisions concerning the acceptance of offers of transferable
securities on the client's behalf without reference to the client
as described in section 86(2) of the FSMA;
(U) it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by such laws and
regulations;
(V) it is aware of and has complied with its obligations under
the Criminal Justice Act 1993, the Market Abuse Regulation and
confirms that it will continue to comply with those
obligations;
(W) the allocation, allotment, issue and delivery to the Placee,
or the person specified by it for registration as a holder of New
Ordinary Shares, will not give rise to a stamp duty or stamp duty
reserve tax liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and
that no instrument under which it subscribes for New Ordinary
Shares (whether as principal, agent or nominee) would be subject to
stamp duty or the increased rates referred to in those sections and
that it, or the person specified by it for registration as a holder
of New Ordinary Shares, is not participating in the Firm Placing
and/or the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of New Ordinary
Shares would give rise to such a liability;
(X) it, or the person specified by it for registration as a
holder of the New Ordinary Shares, will be liable for any stamp
duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto), if any, payable on
acquisition of any of the New Ordinary Shares or the agreement to
subscribe for the New Ordinary Shares and acknowledges and agrees
that neither Liberum, Peel Hunt nor the Company nor any of its or
their respective affiliates nor any person acting on behalf of any
of them will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement;
(Y) neither Liberum, Peel Hunt nor any of its or their
affiliates nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Firm Placing and/or the Placing and that its participation
in the Firm Placing and/or the Placing is on the basis that it is
not and will not be a client of Liberum and/or Peel Hunt (as the
case me be) and that neither Liberum nor Peel Hunt has any duties
or responsibilities to it for providing the protections afforded to
their clients or customers under the rules of the FCA or for
providing advice in relation to the Firm Placing and/or the Placing
nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing and Open Offer Agreement nor
for the exercise or performance of any of their respective rights
and obligations thereunder, including any rights to waive or vary
any conditions or exercise any termination right. In addition, any
payment by them will not be treated as client money governed by the
rules of the FCA;
(Z) in order to ensure compliance with the Money Laundering
Regulations, Liberum and Peel Hunt (for themselves and as agents on
behalf of the Company) or the Company's registrars may, in its or
their absolute discretion, require verification of any Placee's
identity. Pending the provision to Liberum, Peel Hunt or the
Receiving Agent, as applicable, of evidence of identity, definitive
certificates in respect of the New Ordinary Shares may be retained
at its or their absolute discretion or, where appropriate, delivery
of the New Ordinary Shares to it in uncertificated form, may be
retained at Liberum's, Peel Hunt's or the Receiving Agent's, as the
case may be, absolute discretion. If within a reasonable time after
a request for verification of identity Liberum, Peel Hunt (for
themselves and as agents on behalf of the Company) or the Receiving
Agent have not received evidence satisfactory to them, Liberum,
Peel Hunt and/or the Company may, at the absolute discretion of
each, terminate its commitment in respect of the Firm Placing
and/or the Placing, in which event the monies payable on acceptance
of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
(AA) save in the event of fraud (and to the extent permitted by
the rules of the FCA), none of Liberum and Peel Hunt nor any of
their respective affiliates shall be liable to a Placee for any
matter arising out of the role of Liberum and Peel Hunt as the
Company's brokers under the Firm Placing and/or Placing and each
Placee waives any claim against Liberum and/or Peel Hunt or any of
their respective affiliates with it may have in respect
thereof;
(BB) the Placee irrevocably appoints any duly authorised officer
of Liberum Peel Hunt and/or as its agent for the purpose of
executing and delivering to the Company and/or the Receiving Agent
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Firm Placing Shares and/or Placing
Shares (as applicable) for which it agrees to subscribe or purchase
upon the terms of this appendix; and
(CC) it agrees to indemnify and hold the Company, Liberum and
Peel Hunt and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of any breach of the representations,
warranties, undertakings, agreements and acknowledgements set out
in this appendix.
The Placee acknowledges and understands that the Company,
Liberum and Peel Hunt will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, acknowledgements
and undertakings.
The Placee indemnifies on an after-tax basis and holds harmless
each of Liberum and Peel Hunt and each person affiliated with
Liberum and/or Peel Hunt and any person acting on its or their
behalf from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings set out in this
appendix and further agrees that the provisions of this appendix
shall survive after completion of the Firm Placing and the
Placing.
6. OFF-SET
(A) If the relevant Placee is also a Qualifying Shareholder and
it applies to subscribe for Open Offer Shares to which it is
entitled under the Open Offer in accordance with its terms, such
Placee can elect to have all or part of the number of conditionally
placed Open Offer Shares (subject to clawback) comprised in its
Placing Commitment reduced by up to the number of Open Offer Shares
which it has validly applied and paid for under the Open Offer
("Off-Set").
(B) If the relevant Placee is also a Qualifying Shareholder and
wishes to take advantage of the Off-Set arrangements, it should
notify Liberum or Peel Hunt (as the case may be) without delay and
in any event by 4.30 p.m. on 27 June 2017 which will issue the
relevant instruction form. If the completed instruction form has
not been received by Liberum or Peel Hunt (as the case may be) by
11.00 a.m. on 3 July 2017, the relevant Placee will be deemed to
have waived its right of Off-Set.
(C) By accepting the Placing Commitment, the Placee agrees and
acknowledges that to the extent that other Placees who are
Qualifying Shareholders and who qualify for Off-Set take up New
Ordinary Shares under the Open Offer and elect to reduce the number
of New Ordinary Shares for which they are obliged to subscribe
under their Placing Commitment, the number of Open Offer Shares
subject to clawback which form part of its Placing Commitment may
be proportionately increased (although it will not exceed the
maximum number of such Placing Shares for which it has agreed to
subscribe).
7. CLAWBACK OF THE PLACING SHARES
The commitments of a Placing Placee to subscribe for the number
of Placing Shares allotted to them is subject to the right of the
Company (in consultation with Liberum and Peel Hunt) to clawback
any or all of such Placing Shares in order to satisfy valid
applications by Qualifying Shareholders under the Open Offer and,
at the discretion of the Company (in consultation with Liberum and
Peel Hunt) under the Excess Application Facility. The number of
Placing Shares to be clawed back from Placing Placees will be
calculated pro ratato each Placing Placee's commitment to subscribe
for Placing Shares.
8. MISCELLANEOUS
The rights and remedies of Liberum, Peel Hunt, the Receiving
Agent and the Company under this appendix and the terms and
conditions contained herein are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
On application, each Placee may be asked to disclose, in writing
or orally to Liberum and/or Peel Hunt (as the case may be):
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
All documents will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified to Liberum
and/or Peel Hunt (as the case may be).
The provisions of these terms and conditions of the Firm Placing
and/or the Placing may be waived, varied or modified as regards
specific Placees or on a general basis by Liberum and/or Peel Hunt
(as the case may be) without reference to any Placee and with no
liability to any Placee whatsoever.
The contract to subscribe for New Ordinary Shares and the
appointments and authorities mentioned herein will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of Liberum, Peel Hunt, the Company and
the Receiving Agent, each Placee irrevocably submits to the
exclusive jurisdiction of the English courts in respect of these
matters. This does not prevent an action being taken against a
Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for New Ordinary
Shares, references to a "Placee" in these terms and conditions are
to each of such Placees and such joint Placees' liability is joint
and several.
In addition to the provisions of paragraph 7 of this appendix,
Liberum, Peel Hunt and the Company each expressly reserve the right
to modify the Firm Placing and/or the Placing (including, without
limitation, its timetable and settlement) at any time before
allocations of Firm Placing Shares under the Firm Placing and/or of
Placing Shares under the Placing are determined.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUVAARBUANARR
(END) Dow Jones Newswires
June 15, 2017 02:00 ET (06:00 GMT)
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