TIDMNRR
RNS Number : 1477R
NewRiver Retail Limited
24 June 2015
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
NewRiver Retail Limited ("NewRiver" or the "Company")
Posting of Circular and convening of Extraordinary General
Meeting
On 19 June 2015, NewRiver announced that a total of 50,000,000
new ordinary shares of no par value ("Ordinary Shares") in the
Company (the "Placing Shares") had been conditionally placed by
Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt")
at a price of 300 pence per Placing Share, raising gross proceeds
of approximately GBP150 million (the "Placing").
The Company is pleased to announce that a circular (the
"Circular") and a form of proxy (the "Form of Proxy") in relation
to an extraordinary general meeting of the Company (the
"Extraordinary General Meeting") to be convened in connection with
the Placing have today been posted to shareholders. The Circular
contains the notice of the Extraordinary General Meeting, which is
to be held at 10:00 a.m. on 14 July 2015 at the offices of Peel
Hunt at Moor House, 120 London Wall, London EC2Y 5ET.
The ordinary and special resolutions to be considered at the
Extraordinary General Meeting seek shareholder approval to grant to
the directors of NewRiver the authority to allot the Placing Shares
to be issued pursuant to the Placing; the authority to dis-apply
pre-emption rights in relation to the allotment and issue of the
Placing Shares and the authority to allot further Ordinary Shares
on a non pre-emptive and pre-emptive basis.
The Placing is conditional, inter alia, on:
-- the passing of the resolutions at the Extraordinary General Meeting;
-- the acquisition of the 50 per cent. stake not already owned
by NewRiver in the NewRiver Retail Property Unit Trust No. 4; and
the acquisition of the 50 per cent. stake not already owned by
NewRiver in the NewRiver Retail Property Unit Trust No. 3 becoming
unconditional in all respects (save for any condition relating to
the Company being in receipt of the proceeds of the Placing in
order to enable it to complete the acquisitions).
Copies of the Circular and the Form of Proxy are available on
the Company's website (www.nrr.co.uk).
EXPECTED TIMETABLE OF PRINCIPAL EVENTSEvent Date
Dispatch of the 24 June 2015
Shareholder Circular
and forms of proxy
Ex-Dividend Date
for First Quarterly
Dividend
Record Date for 2 July 2015
First Quarterly
Dividend
3 July 2015
Latest time and 10:00 a.m. on 12 July 2015
date for receipt
of forms of proxy
and receipt of electronic
proxy appointments
by Shareholders
for the Extraordinary
General Meeting
Time and date of 10:00 a.m. on 14 July 2015
the Extraordinary
General Meeting
Announcement of 14 July 2015
the results of the
Extraordinary General
Meeting
Admission effective 8.00 a.m. on 17 July 2015
and dealings commence
in the Placing Shares
on AIM
CREST stock accounts 8.00 a.m. on 17 July 2015
to be credited with
the Placing Shares 24 July 2015
Dispatch of definitive
share certificates
for the Placing
Shares in certificated
form
Payment date for 31 July 2015
First Quarterly
Dividend
Notes:
(1) A reference to a time in this announcement
is to London time unless otherwise stated.
(2) The times and dates set out in the expected
timetable of principal events above and mentioned
throughout this announcement may be adjusted
by the Company, in which event details of the
new times and/or dates will be notified to investors.
For further information:
NewRiver Retail Limited Tel: 020 3328
David Lockhart, Chief Executive 5800
Mark Davies, Finance Director
Bell Pottinger Tel: 020 3772
David Rydell/David Bass/James 2500
Newman
Liberum (Nomad and Joint Bookrunner) Tel: 020 3100
Richard Crawley /Jamie Richards 2000
Peel Hunt (Joint Bookrunner)
Capel Irwin/Hugh Preston/Jock
Maxwell Macdonald Tel: 020 7418
8900
Kinmont (Financial Adviser)
Mat Thackery
Tel: 020 7087
9100
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser, joint broker, and joint bookrunner to the
Company in connection with the Placing. Persons receiving this
announcement should note that Liberum Capital Limited will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Liberum Capital Limited, or
for advising any other person on the arrangements described in this
announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
broker, and joint bookrunner to the Company in connection with the
Placing. Persons receiving this announcement should note that Peel
Hunt LLP will not be responsible to anyone other than the Company
for providing the protections afforded to customers of Peel Hunt
LLP, or for advising any other person on the arrangements described
in this announcement.
Kinmont Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to the Company in connection with the matters described in
this announcement. Persons receiving this announcement should note
that Kinmont Limited will not be responsible to anyone other than
the Company for providing the protections afforded to customers of
Kinmont Limited, or for advising any other person on the
arrangements described in this announcement.
Liberum Capital Limited, Peel Hunt LLP and Kinmont Limited have
not authorised the contents of, or any part of, this announcement
and no liability whatsoever is accepted by Liberum Capital Limited,
Peel Hunt LLP or Kinmont Limited for the accuracy of any
information or opinions contained in this announcement or for the
omission of any information.
No representation or warranty, express or implied, is made by
Liberum Capital Limited, Peel Hunt LLP or Kinmont Limited as to the
accuracy, completeness or verification of the information set out
in this announcement, and nothing contained in this announcement
is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Liberum Capital
Limited, Peel Hunt LLP and Kinmont Limited do not assume any
responsibility for its accuracy, completeness or verification and
accordingly each disclaims, to the fullest extent permitted by
applicable law, any and all liability whether arising in tort,
contract or otherwise which they might otherwise be found to have
in respect of this announcement or any such statement.
If you are in any doubt about the contents of this announcement,
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down.
No Ordinary Shares have been offered or sold or will be offered
or sold to persons in the United Kingdom prior to publication of
this announcement except in circumstances which have not resulted
in an offer to the public in the United Kingdom within the meaning
of section 102B of the FSMA.
This announcement is only addressed to, and the Placing is only
directed at, persons in member states of the European Economic Area
("EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive ("Qualified Investors"). This
announcement must not be acted or relied upon in any member state
of the EEA, by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is available, in any member state of the EEA, only to
Qualified Investors, and will be engaged in only with such persons.
This announcement has been prepared on the basis that all offers of
Placing Shares will be made pursuant to any exemption under the
Prospectus Directive, as implemented in member states of the EEA,
from the requirement to produce a prospectus for offers of Placing
Shares. Accordingly, any person making or intending to make any
offer within the EEA of or for Ordinary Shares which are not the
subject of the Placing contemplated in this announcement should
only do so in circumstances in which no obligation arises for the
Company, Liberum Capital Limited or Peel Hunt LLP to produce a
prospectus for such Placing. None of the Company, Liberum Capital
Limited or Peel Hunt LLP has authorised, nor do they authorise, the
making of any offer of Ordinary Shares through any financial
intermediary, other than offers made by Liberum Capital Limited or
Peel Hunt LLP which constitute the final placement of Ordinary
Shares contemplated in this announcement.
In the case of any Placing Shares being, or which will be,
offered to a financial intermediary as that term is used and
defined in section 86(7) of the Financial Services and Markets Act
2000, such financial intermediary will also be deemed to have
represented, acknowledged and agreed that the Placing Shares
acquired by it, or to be acquired by it, in the Placing have not
been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of any Placing
Shares to the public other than their offer or resale in a relevant
member state to qualified investors as so defined or in
circumstances in which the prior consent of the Company, Liberum
Capital Limited and Peel Hunt LLP has been obtained to each such
proposed offer or resale. Each of the Company, Liberum Capital
Limited, Peel Hunt LLP and their respective affiliates will rely on
the truth and accuracy of the foregoing representation,
acknowledgement and agreement.
The Placing Shares are being, or will be, offered (i) outside of
the United States to persons who are not U.S. persons as defined in
Rule 902(k) of Regulation S ("US Persons") in offshore transactions
in reliance on Regulation S under the United States Securities Act
of 1933, as amended (the "US Securities Act") ("Regulation S").
The Placing Shares have not been, and will not be, registered
under the US Securities Actor with any securities regulatory
authority of any state or other jurisdiction of the United States.
In addition, the Company has not been, and will not be, registered
under the Investment Company Act, and investors will not be
entitled to the benefits of the Investment Company Act.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation. The distribution of this announcement
and any accompanying announcements, and the offer of the Placing
Shares may be restricted by law. Persons into whose possession this
announcement and any accompanying announcements come must therefore
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. In
particular, no announcement may be distributed, forwarded to or
transmitted in, into or from the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to any US
person where to do so would breach any applicable law or
regulation.
No public offering of the Placing Shares is being made in any
jurisdiction. No action has been or will be taken by the Company,
Liberum Capital Limited or Peel Hunt LLP that would permit the
offer of the Placing Shares or possession or distribution of this
announcement or any accompanying announcements in any jurisdiction
where action for that purpose is required.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAKKLAELSEFF
Newriver Reit (LSE:NRR)
Historical Stock Chart
From Apr 2024 to May 2024
Newriver Reit (LSE:NRR)
Historical Stock Chart
From May 2023 to May 2024