NewRiver Regulatory News (NRR)

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF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 £225 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

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:

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.