TIDMNRR
RNS Number : 3931I
NewRiver REIT PLC
16 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR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).
16 June 2017
NewRiver REIT plc
("NewRiver REIT" or the "Company")
Publication of Prospectus
NewRiver REIT (ticker: NRR), the convenience-led UK retail and
leisure property specialist is pleased to announce the publication
of a prospectus dated 16 June 2017 (the "Prospectus") in connection
with the proposed GBP225 million Capital Raising which was
announced on 15 June 2017.
The Prospectus, which contains the notice convening the General
Meeting to be held at 10.00 a.m. on 4 July 2017 at the offices of
Eversheds Sutherland (International) LLP, One Wood Street, London
EC2V 7WS, has today been posted to NewRiver REIT Shareholders
together with the Form of Proxy for voting on the Resolutions to be
proposed at the General Meeting. For those NewRiver REIT
Shareholders who hold their Existing Ordinary Shares in
certificated form, an Application Form in respect of their Open
Offer Entitlements has also been posted.
The Prospectus has also been submitted to the National Storage
Mechanism where it will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. In addition, the Prospectus and Form
of Proxy will shortly be available to view on NewRiver REIT's
website, http://www.nrr.co.uk, and will be made available for
inspection at NewRiver REIT's head office at 37 Maddox Street,
London, W1S 2PP.
Related Party Transactions
Woodford Investment Management Ltd ("Woodford") and Invesco
Limited ("Invesco") are each related parties of the Company for the
purposes of Chapter 11 of the Listing Rules as a result of being
entitled to exercise, or to control the exercise of, over 10 per
cent. of the votes able to be cast at general meetings of the
Company. Subsequent to the Company's announcement on 15 June 2017
and as a consequence of revisions to allocations to investors
pursuant to the Firm Placing and the Placing, Woodford and Invesco
have each agreed to subscribe for 11,171,522 and 20,552,355 New
Ordinary Shares respectively at the Offer Price of 335 pence per
New Ordinary Share under, and on the terms and conditions of the
Firm Placing (in the case of Woodford) and the Firm Placing and the
Placing (in the case of Invesco), each such subscription being
classified as a related party transaction for the purposes of
Chapter 11 of the Listing Rules and, in the case of the Invesco
Participation, requiring the approval of NewRiver REIT Shareholders
in a general meeting. Accordingly, a resolution will be proposed at
the General Meeting to seek NewRiver REIT Shareholders' approval
for the Invesco Participation. The participation by Woodford,
whilst a related party transaction, is classified as a "smaller
related party transaction" for the purposes of Listing Rule
11.1.10R, and does not require shareholder approval.
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.
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the Prospectus.
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
The persons responsible for arranging for the release of this
announcement on behalf of the Company are the Directors.
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).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIOKADBABKDQAD
(END) Dow Jones Newswires
June 16, 2017 12:30 ET (16:30 GMT)
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