NewRiver Regulatory News (NRR)

20 August 2021

NewRiver REIT plc

("NewRiver" or the "Company")

Completion of sale of Hawthorn Leisure REIT Limited

Further to the Results of General Meeting announcement on 13 August 2021, NewRiver is pleased to announce the completion of the sale of the entire issued share capital of Hawthorn Leisure REIT Limited ("Hawthorn"), the entity that held, either directly or indirectly through its wholly-owned subsidiaries, NewRiver's entire community pub business (the "Disposal") to AT Brady Bidco Limited. Total gross aggregate cash consideration of £222.3 million in respect of the Disposal has now been received. In addition, there may be a further amount of up to approximately £4.0 million, relating to a pending insurance claim, that is received by Hawthorn following the date of Completion and any amount received shall be payable by the Purchaser to the Company pursuant to the terms of the Sale Agreement.

After adjustment for transaction costs, the Company has received net aggregate proceeds from the Disposal of approximately £216.1 million. The net aggregate proceeds are expected to be used to reduce net debt, significantly strengthening NewRiver's balance sheet and accelerating the delivery of the Group's target to reduce Group LTV below 40 per cent. The Group intends to use approximately £100 million of the net aggregate proceeds of the Disposal to repay all of the outstanding balance on the Revolving Credit Facility.

In conjunction with the completion of the disposal, and further to the announcement made on 28 July 2021, Will Hobman today joins the Board and becomes Chief Financial Officer of the Company.

Capitalised terms used in this announcement have the meanings given to them in the Class 1 circular dated 28 July 2021, which is available on the Company's website at https://www.nrr.co.uk.

Important Notices

Information regarding forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "goals", "intends", "anticipates", "believes", "targets", "aims" or "projects". Words or terms of similar substance or the negative thereof, are forward-looking statements, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements include statements relating to: (a) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies and the expansion and growth of the Company's operations; and (c) the effects of economic conditions on the Company's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, among other things, general business and economic conditions, industry trends, competition, changes in government and changes in regulation and policy, including in relation to taxation as well as political and economic uncertainty. Such forward-looking statements should therefore be construed in light of such factors.

Neither the Company nor any of its Directors, officers 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. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this announcement.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years will necessarily match or exceed the historical published earnings per Ordinary Share.

Rounding

Certain financial data in this announcement have been rounded. As a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.

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