Results of Placing and REX Retail Offer

NewRiver REIT PLC

19 September 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

19 September 2024

NewRiver REIT plc ("NewRiver" or the "Company")

Results of Placing and REX Retail Offer

Further to the announcement on 18 September 2024 relating to the launch of a cash placing to institutional and certain other investors (the "Placing"), NewRiver is pleased to announce the results of the Placing and the separate offer to existing retail shareholders via the REX portal (the "REX Retail Offer").

Placing

A total of 62,288,618 new ordinary shares of one pence each in the Company (the "Placing Shares") representing approximately 19.75 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares and the REX Retail Offer Shares (as defined below)) have been placed at a price of 80 pence per Placing Share (the "Placing Price") raising proceeds of approximately £49.8 million (before expenses).

Jefferies International Limited ("Jefferies"), Panmure Liberum Limited ("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital") (together, the "Banks") are acting as joint global co-ordinators, joint bookrunners and joint corporate brokers in connection with the Placing.

REX Retail Offer

In addition, a total of 448,582 new ordinary shares of one pence each in the Company (the "REX Retail Offer Shares") representing approximately 0.14 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares and the Placing Shares) have been placed at the Placing Price raising proceeds of approximately £0.4 million (before expenses). 

Total gross proceeds from the Placing and the REX Retail Offer are therefore approximately £50.2 million (before expenses). In addition, as described further below, certain directors of the Company have subscribed for ordinary shares at the Placing Price.

The Placing Shares and the REX Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing NewRiver Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Admission

Applications have been made for admission of the Placing Shares and the REX Retail Offer Shares to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc ("LSE") (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 23 September 2024, at which time dealings in the Placing Shares and the REX Retail Offer Shares will commence.

The Placing and the REX Retail Offer are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Banks becoming unconditional and not being terminated in accordance with its terms.

Total voting rights

The Company's existing issued share capital consists of 315,439,468 Ordinary Shares of one pence each with voting rights, of which 3,109,959 ordinary shares are held in the Employee Benefit Trust.

Following Admission, the Company will have 378,176,668 Ordinary Shares in issue. There are no Ordinary Shares held in treasury.

Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 375,066,709. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

Allan Lockhart, Chief Executive Officer of NewRiver, commented:

"This successful placing to support our proposed offer for Capital & Regional further underpins our belief in the strategic rationale for the transaction. We would like to thank our investors for their support during this fundraising process, which we believe will contribute to the future growth and success of NewRiver."

Director, senior management and persons discharging managerial responsibilities ("PDMRs") subscriptions

Certain directors, senior management and PDMRs of the Company have subscribed for 484,748 Placing Shares, in aggregate, at the Placing Price, as follows:

Name	Subscription amount (number of Placing Shares)
Lynn Fordham	187,500
Allan Lockhart	104,602
Will Hobman	70,596
Karen Miller	18,750
Charlie Parker	10,000
Morgan Garfield	31,250
Mark Robinson	31,250
Edith Monfries	30,800

For further information, please contact:

NewRiver REIT plc Allan Lockhart (Chief Executive) Will Hobman (Chief Financial Officer)	[phone]
Jefferies International Limited (Lead Financial Adviser, Joint Global Co-ordinator and Joint Bookrunner) Philip Noblet Rishi Bhuchar Ed Matthews Andrew Morris William Brown	[phone]
Panmure Liberum Limited (Sponsor, Joint Global Co-ordinator and Joint Bookrunner) Jamie Richards David Watkins Amrit Mahbubani Nikhil Varghese	[phone]
Shore Capital Stockbrokers Limited (Joint Global Co-ordinator and Joint Bookrunner) Mark Percy (Corporate Advisor) James Thomas (Corporate Advisor) Ben Canning (Corporate Broking) Malachy McEntyre (Corporate Broking)	[phone]
REX Retail	[e-mail]
FTI Consulting  Dido Laurimore Giles Barrie	[phone]

Capitalised terms used but not defined in this announcement (the "Announcement") shall have the meanings given to them in the announcements relating to the launch of the Placing and the REX Retail Offer released on 18 September 2024.

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("EU MAR") as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). This Announcement has been authorised for release by the Board of Directors of NewRiver.

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

Name of Issuer	NewRiver REIT plc
Transaction details	In aggregate, 62,737,200 new Ordinary Shares (comprising 62,288,618 Placing Shares and 448,582 REX Retail Offer Shares) will be issued, representing approximately 19.89 per cent. of NewRiver's existing issued share capital. Settlement for the new Ordinary Shares and Admission is expected to take place on or before 8.00 a.m. on 23 September 2024 (London Time).
Use of proceeds	The net proceeds of the Placing and REX Retail Offer will be used to fund, in part, the cash component of the consideration payable pursuant to the Proposed Combination.
Quantum of proceeds	In aggregate, the Placing and REX Retail Offer raised gross proceeds of approximately £50.2 million and estimated net proceeds of approximately £48.6 million.
Discount	The Placing Price of 80.0 pence represents a premium of approximately 0.6 per cent. to the closing share price of 79.5 pence on 18 September 2024
Allocations	Soft pre-emption has been adhered to in the allocations process. Management was involved in the allocations process, which has been carried out in compliance with the MiFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, or new shareholders from a long perspective and wall-crossed accounts.
Consultation	Jefferies, Panmure Liberum, and Shore Capital undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail investors	The capital raise included a Retail Offer via intermediaries of up to £6.7 million. Retail investors, who participated in the Retail Offer, were able to do so at the same Placing Price and on the same timetable as other investors participating in the Placing. The Retail Offer was made available to existing shareholders in the UK. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). Allocations in the Retail Offer were in keeping with the principle of soft pre-emption.

IMPORTANT NOTICES

No action has been taken by the Company, any of the Banks or any of its or their respective Affiliates, or any of its or their respective agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

No prospectus has been, or will be, made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal Act) 2018 ("UK Prospectus Regulation")). Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area ("EEA"), this Announcement is directed only at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("qualified investors"). In the United Kingdom, this Announcement is directed only at qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (together, "relevant persons"). Any investment or investment activity to which this Announcement relates is only available to and will only be engaged with in the member states of the EEA by qualified investors and in the United Kingdom by relevant persons. This Announcement must not be acted on or relied on by persons in member states of the EEA who are not qualified investors or by persons in the United Kingdom who are not relevant persons.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

Forward-looking statements

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes'", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement.  The Company, its Directors and the Banks each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the UK listing rules, made by the FCA under Part 6 of the Financial Services and Markets Act 2000, as amended from time to time, and the UK Listing Rules Instrument 2024 (FCA 2024/23), UK MAR, EU MAR, the DTRs, the rules of the London Stock Exchange or the FCA.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for NewRiver and no one else in connection with the matters referred to in this Announcement and shall not be responsible to anyone other than NewRiver for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the matters referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for NewRiver and no one else in connection with the matters described in this Announcement. Panmure Liberum will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the matters described in this Announcement and will not be responsible to anyone other than NewRiver for providing the protections afforded to its clients or for providing any advice in relation to matters or arrangements referred to herein. Neither Panmure Liberum nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

Shore Capital Stockbrokers Limited ("Shore Capital"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for NewRiver and no one else in connection with the matters referred to in this Announcement and shall not be responsible to anyone other than NewRiver for providing the protections afforded to clients of Shore Capital, nor for providing advice in connection with the matters referred to in this Announcement or any matter referred to herein. Neither Shore Capital nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, Panmure Liberum, Shore Capital or by any of its or their respective Affiliates or any of its or their respective directors, officers, employees, agents or advisers as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which NewRiver Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Banks and any of their respective Affiliates may take up a portion of the shares of the Company in the Placing as a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates acting in such capacity. In addition, either of the Banks or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such Banks or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks, or any of their respective Affiliates, intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas shareholders

The offer and sale of the Placing Shares in Canada is being made on a private placement basis only pursuant to an exemption from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. No prospectus has been or will be filed with any securities commission or other securities regulatory authority in any jurisdiction in Canada in connection with the offer or sale of the Placing Shares. In Canada, this Announcement is only directed at and is only being distributed to persons in or resident in the Province of Alberta, British Columbia, Ontario or Quebec purchasing, or deemed to be purchasing, as principal that are accredited investors as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or section 73.3(1) of the Securities Act (Ontario), as applicable, that are not created or used solely to purchase or hold the Shares as an accredited investor under NI 45-106, and that are "permitted clients" as defined section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (such persons, "Accredited Investors").  

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; no prospectus has been or will be filed with any securities commission or other securities regulatory authority in any jurisdiction in Canada; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

UK product governance requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU product governance requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END