CAL Capital & Regional Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 December 2024

RECOMMENDED CASH AND SHARE OFFER

by

NEWRIVER REIT PLC

for

CAPITAL & REGIONAL PLC

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Further to Capital & Regional plc's ("Capital & Regional") announcement on 6 December 2024 that the Court had sanctioned the Scheme, the Boards of Capital & Regional and NewRiver REIT plc ("NewRiver") are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become Effective in accordance with its terms. The entire issued ordinary share capital of Capital & Regional is therefore now owned by NewRiver.

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on the register of members of Capital & Regional at the Scheme Record Time, 6.00 p.m. London time (8.00 p.m. South African standard time) on 9 December 2024, will be entitled to receive 31.25 pence in cash and 0.41946 New NewRiver Shares for each Capital & Regional Share held by them at that time.

Admission of the Capital & Regional Shares to trading on the London Stock Exchange will be cancelled with effect from 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024. The listing of and dealings in Capital & Regional Shares on the JSE was suspended at 9.00 a.m. South African standard time) on 10 December 2024.

Applications have been made to the FCA and to the London Stock Exchange for 98,321,755 New NewRiver Shares to be admitted to the equity shares (commercial companies) category of the Official List and to trading on the Main Market, respectively. Admission of the New NewRiver Shares to the equity shares (commercial companies) category of the Official List and to trading on the Main Market is expected to take place at 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024.

As set out in the Scheme Document, New NewRiver Shares held in uncertificated form are expected to be credited to CREST accounts on or after 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024 and NewRiver will procure the despatch of share certificates in respect of New NewRiver Shares held in certificated form within 14 days of the Effective Date, being today, 10 December 2024.

Cash Consideration Currency Exchange Rate

The cash component of the Combination Consideration payable to Capital & Regional Shareholders on the South African Register is required to be settled in South African Rand converted at the GBP/Rand Exchange Rate. Further to the indicative GBP/Rand Exchange Rate announced on 6 December 2024, the final GBP/Rand Exchange Rate, in respect of the cash component of the Combination Consideration to be paid to Capital & Regional Shareholders on the South African Register, will be ZAR22.250:GBP1.00, being the exchange spot rate obtained by or on behalf of NewRiver on 10 December 2024.  Accordingly, each Capital & Regional Shareholder on the South African Register will receive 695.31250 ZAR cents per Scheme Share which will be payable by NewRiver on 13 December 2024. 

The announcement of the GBP/Rand Exchange Rate and the cash consideration in ZAR cents payable per Capital & Regional Share in respect of the share component of the Combination Consideration will be published on a Regulatory Information Service and on SENS on 23 December 2024. The cash payment to Capital & Regional Shareholders on the South African Register in respect of the share component of the Combination Consideration will be made on 24 December 2024. Capital & Regional Shares will be delisted from the JSE with effect from the commencement of trading on 27 December 2024.

Director resignations

As the Scheme has now become Effective, David Hunter (Non-Executive Chairman), Laura Whyte (Non-Executive Senior Independent Director), Panico Theocharides (Non-Executive Director), Norbert Sasse (Non-Executive Director), Katie Wadey (Non-Executive Director) and Gerry Murphy (Non-Executive Director) have each resigned from the Capital & Regional Board with effect from today, 10 December 2024.

General

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document, a copy of which is available on the Capital & Regional website at https://capreg.com/investor-info/possible-offer/ and on the NewRiver website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

Enquiries

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Capital & Regional in connection with the Combination.

Eversheds Sutherland (International) LLP is acting as legal adviser to NewRiver in connection with the Combination.

Capital & Regional is listed on the main market of the London Stock Exchange and has a secondary listing on the Johannesburg Stock Exchange.

Disclaimers

Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Capital & Regional and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this Announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Deutsche Numis as to the contents of this document.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Capital & Regional and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to herein.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is authorised and regulated in South Africa by the JSE, which is licensed as a securities exchange and is regulated by the Financial Sector Conduct Authority and the Prudential Authority of South Africa, is acting as JSE sponsor exclusively for Capital & Regional and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to clients of Java Capital or for providing advice in relation to the contents of, or matters referred to in, this Announcement or any matter referred to herein. Neither Java Capital nor any of its subsidiaries, affiliates or branches 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 Java Capital in connection with this Announcement, any statement or other matter or arrangement referred to herein or otherwise.

Jefferies International Limited ("Jefferies"), Panmure Liberum Limited ("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital", and together with Jefferies and Panmure Liberum, the "Joint Brokers") are authorised and regulated by the FCA in the United Kingdom. Jefferies is acting as lead financial adviser, Panmure Liberum is acting as sole sponsor, and the Joint Brokers are each acting as joint broker exclusively for NewRiver and no one else in connection with the Combination and shall not be responsible to anyone other than NewRiver for providing the protections afforded to their clients, nor for providing advice in connection with the Combination or any matter referred to herein. None of the Joint Brokers nor any of their affiliates (nor any of them or their respective directors, officers, employees, representatives or agents) owe or accept 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 such Joint Broker in connection with the Combination, this Announcement, any statement contained herein or otherwise.

Kinmont Limited ("Kinmont"), 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 Combination and shall not be responsible to anyone other than NewRiver for providing the protections afforded to clients of Kinmont, nor for providing advice in connection with the Combination or any matter referred to herein. Neither Kinmont 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 Kinmont in connection with the Combination, this Announcement, any statement contained herein or otherwise.

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Code, and 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 of jurisdictions outside England.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom and South Africa may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom or South Africa or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions. Capital & Regional Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by NewRiver or required by the Code, and permitted by applicable law and regulation, participation in the Combination will not be made available, and the New NewRiver Shares to be issued pursuant to the Combination will not be issued, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote, or procure the vote, in favour of the Combination by any such use, means, instrumentality or form from within a Restricted Jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of all documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or any other related document to any jurisdiction other than the United Kingdom and South Africa should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the New NewRiver Shares under the Combination to Capital & Regional Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable legal and/or regulatory requirements.

For those Capital & Regional Shareholders who hold their Capital & Regional Shares on the South African Register, it is anticipated that, as a consequence of certain South African regulatory requirements which make it unduly onerous for NewRiver to allot and issue the New NewRiver Shares to which they would otherwise be entitled pursuant to the terms of the Combination, such Capital & Regional Shareholders will not receive such New NewRiver Shares and will instead receive a cash sum in South African Rand, further details of which are set out in the Scheme Document. Capital & Regional Shareholders on the South African Register who wish to receive New NewRiver Shares can do so by transferring their shareholding to an equivalent interest on the UK Register, provided that their foreign exposure falls within their foreign portfolio investment allowance or foreign allowance, respectively. The costs associated with the removal of shares from the South African Register to the UK Register will be borne by the Capital & Regional Shareholder concerned.

Each Capital & Regional Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Combination.

The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice.

Notice to US investors in Capital & Regional

Capital & Regional Shareholders located in the United States should note that the Combination relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

The financial information included in this Announcement, the Scheme Document and other documentation related to the Combination has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The New NewRiver Shares to be issued pursuant to the Scheme in connection with the Combination will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof Capital & Regional will advise the Court that its sanction of the Scheme will be relied upon by NewRiver as an approval of the scheme of arrangement following a hearing on its fairness to Capital & Regional Shareholders at which hearing all such Capital & Regional Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Capital & Regional Shareholders.

The New NewRiver Shares to be issued to Capital & Regional Shareholders in connection with the Combination pursuant to a scheme of arrangement under English law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders of Capital & Regional or of NewRiver prior to, or of NewRiver after, the Effective Date. Capital & Regional Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisers prior to any resale of New NewRiver Shares received under the Scheme.

None of the securities referred to in the Scheme Document have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Combination or the Scheme or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US holders of Capital & Regional Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein, as well as foreign and other tax consequences. US holders of Capital & Regional Shares are urged to consult with independent professional advisers regarding the legal, tax and financial consequences of the Combination applicable to them.

It may be difficult for US holders of Capital & Regional Shares to enforce their rights and claims arising out of the US federal securities laws since NewRiver and Capital & Regional are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Capital & Regional Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Capital & Regional Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Forward-looking Statements

This Announcement, any oral statements made by Capital & Regional or NewRiver in relation to the Combination, and other information published by Capital & Regional or NewRiver may contain statements about Capital & Regional and/or NewRiver and/or the Combined Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "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; (ii) business and management strategies and the expansion and growth of Capital & Regional's or NewRiver's or the Combined Group's operations and potential synergies resulting from the Combination; and (iii) the effects of government regulation on Capital & Regional's or NewRiver's or the Combined Group's business.

These forward-looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and/or the operations of Capital & Regional, NewRiver or the Combined Group and are based on certain assumptions and assessments made by Capital & Regional and NewRiver in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely.

There are several factors which could cause actual results to differ materially from those projected, expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are the satisfaction of or failure to satisfy all or any of the conditions to the Combination, as well as additional factors, such as changes in the global, political, economic, business, competitive, market and regulatory forces, fluctuations in exchange and interest rates, changes in tax rates and future business acquisitions or disposals, the success of business and operating initiatives and restructuring objectives and the outcome of any litigation. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Capital & Regional or NewRiver.

Neither Capital & Regional nor NewRiver, or any of their respective associates or directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Capital & Regional or NewRiver or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Capital & Regional and NewRiver disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.