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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF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). A prospectus in connection with the proposed firm placing and placing and open offer (together, the "Capital Raising") and the admission of the new ordinary shares of one pence each in the Company ("New Ordinary Shares") to be issued pursuant to the Capital Raising to listing on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market for listed securities of London Stock Exchange plc (together, "Admission") is expected to be published by NewRiver REIT plc ("NewRiver REIT" or the "Company" and, together with its subsidiaries, the "Group") on or around 16 June 2017. A copy of the Prospectus will, following publication, be available on the Company's website (www.nrr.co.uk) and be available for viewing at the National Storage Mechanism at https://www.morningstar.co.uk/uk/NSM.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

15 June 2017

NewRiver REIT plc

("NewRiver REIT" or the "Company")

Results of Capital Raising

Firm Placing and Placing and Open Offer to raise £225 million at 335 pence per New Ordinary Share

NewRiver REIT (ticker: NRR), the convenience-led UK retail and leisure property specialist is pleased to announce the results of its accelerated bookbuild. The proposed Capital Raising was announced earlier today at which time the Company was seeking to raise not less than £200 million.

Subject to, inter alia, the Resolutions being passed at the General Meeting which is expected to be convened to be held on or around 4 July 2017, in aggregate, 67,164,179 New Ordinary Shares are to be issued pursuant to the Firm Placing and the Placing and Open Offer, at an Offer Price of 335 pence per New Ordinary Share, raising gross proceeds of approximately £225 million (approximately £220 million net of expenses).

The Offer Price of 335 pence per New Ordinary Share represents:

· a premium of 14.7 per cent. to the Company's last reported EPRA net asset value per Ordinary Share of 292 pence as at 31 March 2017; and

· a discount of 2.9 per cent. to 345 pence, being the average closing share price over the 20 trading days up to and including 14 June 2017 (the Business Day prior to announcement of the Capital Raising) adjusted for the Special Dividend and the First Quarterly Dividend.

The 67,164,179 New Ordinary Shares to be issued pursuant to the Capital Raising represent 28.2 per cent. of the Existing Ordinary Shares and will represent 22.0 per cent. of the Enlarged Share Capital.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be entitled to receive the Special Dividend of 3 pence per Ordinary Share in respect of the financial year ended 31 March 2017 or the First Quarterly Dividend of 5.25 pence per Ordinary Share in respect of the first quarter of the financial year ending 31 March 2018. Both the Special Dividend and the First Quarterly Dividend were announced on 16 May 2017 and will be paid as a Property Income Distribution on 4 August 2017 to NewRiver REIT Shareholders on the register on 16 June 2017. The New Ordinary Shares will rank pari passu in all other respects with the Ordinary Shares currently in issue.

Firm Placing

The Company is proposing to raise gross proceeds of approximately £152.3 million through the Firm Placing of 45,474,313 New Ordinary Shares which will represent approximately 67.7 per cent. of the New Ordinary Shares and approximately 14.9 per cent. of the Enlarged Share Capital.

Liberum and Peel Hunt, as agents of the Company, have conditionally made arrangements to place the Firm Placing Shares with institutional investors at the Offer Price. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is subject to the same conditions as the Placing and Open Offer.

Placing and Open Offer

The Company is proposing to raise gross proceeds of approximately £72.7 million through issuance of 21,689,866 New Ordinary Shares under the Placing and Open Offer. The New Ordinary Shares to be issued under the Placing and Open Offer will represent approximately 32.3 per cent. of the New Ordinary Shares and approximately 7.1 per cent. of the Enlarged Share Capital.

Liberum and Peel Hunt, as agents of the Company, have conditionally made arrangements to place the Placing Shares with institutional investors at the Offer Price. The Placing Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the satisfaction or, where applicable, waiver of the conditions and the Placing Agreement not having been terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placing Placees, with the net proceeds of the Placing being retained by NewRiver REIT.

Open Offer Entitlements

Qualifying Shareholders will have the opportunity under the Open Offer to subscribe for New Ordinary Shares at the Offer Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:

1 New Ordinary Share for every 11 Existing Ordinary Shares

held by them and registered in their names at the Record Time. Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Fractional entitlements to New Ordinary Shares will be aggregated and will ultimately accrue for the benefit of the Company.

Qualifying Shareholders are also being offered the opportunity to subscribe for New Ordinary Shares in excess of their Open Offer entitlements pursuant to an Excess Application Facility.

Further details of the Firm Placing and the Placing and Open Offer will be contained in the Prospectus to be sent to shareholders on or around 16 June 2017.

Financial effects of the Capital Raising

Upon Admission, the Enlarged Share Capital of the Company will be 305,752,715 Ordinary Shares. This includes 238,588,536 Existing Ordinary Shares, 45,474,313 New Ordinary Shares to be issued pursuant to the Firm Placing and 21,689,866 New Ordinary Shares to be issued pursuant to the Placing and Open Offer. On this basis, the Firm Placing Shares will represent approximately 14.9 per cent. of the Enlarged Share Capital and the Open Offer Shares will represent approximately 7.1 per cent. of the Enlarged Share Capital.

Following the issue of the New Ordinary Shares to be allotted pursuant to the Capital Raising:

· Qualifying Shareholders who take up their full Open Offer Entitlements will suffer a dilution of 14.9 per cent. to their interests in the Company;

· Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of 22.0 per cent. to their interests in the Company; and

· the percentage of NewRiver REIT's issued share capital that the Existing Ordinary Shares represent will be reduced by 22.0 per cent. to 78.0 per cent. as a result of the Capital Raising.

For the purposes of the foregoing, any dilution which may result from exercise of any options and/or awards under the NewRiver Share Incentive Plans or the exercise of subscription rights pursuant to the NewRiver REIT Warrants has been disregarded.

General Meeting

The Capital Raising will be conditional upon, amongst other things, certain Resolutions being passed at the General Meeting of the Company which is expected to take place on 4 July 2017.

A further announcement will be made in due course confirming the publication of the Prospectus relating to the Capital Raising which will include notice of the General Meeting. NewRiver REIT Shareholders who hold their Existing Ordinary Shares in certificated form will also receive forms of proxy for voting on the Resolutions to be proposed at the General Meeting and application forms in respect of their Open Offer Entitlements.

Directors' Participations

The Directors are interested in an aggregate of 2,231,156 Existing Ordinary Shares (representing approximately 0.9 per cent. of the Existing Ordinary Shares). David Lockhart, Mark Davies and Alastair Miller intend to participate in the Firm Placing and have (in aggregate) agreed to subscribe for 30,845 New Ordinary Shares pursuant to the Firm Placing.

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. Woodford and Invesco have each agreed to subscribe for 16,499,999 and 15,223,878 New Ordinary Shares, respectively, 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 requiring the approval of NewRiver REIT Shareholders in a general meeting. Accordingly, the resolutions to be proposed at the General Meeting will seek NewRiver REIT Shareholders' approval for these related party participations.

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 announcement of the Firm Placing and Placing and Open Offer released by the Company earlier today.

The persons responsible for arranging for the release of this announcement on behalf of the Company are the Directors.

For further information:

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). A prospectus in connection with the proposed firm placing and placing and open offer (together, the "Capital Raising") and the admission of the new ordinary shares of one pence each in the Company ("New Ordinary Shares") to be issued pursuant to the Capital Raising to listing on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market for listed securities of London Stock Exchange plc (together, "Admission") is expected to be published by NewRiver REIT plc ("NewRiver REIT" or the "Company" and, together with its subsidiaries, the "Group") on or around 16 June 2017. A copy of the Prospectus will, following publication, be available on the Company's website (www.nrr.co.uk) and be available for viewing at the National Storage Mechanism at https://www.morningstar.co.uk/uk/NSM.

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.