Last checked at 3 Aug 2016 13:34
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL, OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY, ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
3 August 2016
NewRiver Retail Limited
("NewRiver" or the "Company")
Results of Court Meeting and Extraordinary General Meeting
The Board of NewRiver is pleased to announce that, at the Court Meeting and Extraordinary General Meeting held earlier today in connection with the proposals to change the NewRiver corporate structure by inserting a new English-incorporated parent company, NewRiver REIT plc ("NewRiver Holdco"), at the head of the Group by way of a scheme of arrangement under Part VIII of The Companies (Guernsey) Law 2008, as amended (the "Scheme"), all of the resolutions proposed were approved by the requisite majorities of NewRiver Shareholders.
The voting results in relation to the Meetings are summarised below.
Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (representing approximately 100 per cent. of the voting rights of the Scheme Shareholders who voted either in person or by proxy), voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:
Number of Scheme Shares voted | Percentage of Scheme Shares voted (%) | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders voting (%) | |
FOR | 186,089,304 | 99.99 | 149 | 96.13 |
AGAINST | 25,037 | 0.01 | 6 | 3.87 |
WITHHELD* | 0 | 0 | 0 | 0 |
* A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
Accordingly, the resolution proposed at the Court Meeting was duly passed by the requisite majority.
Extraordinary General Meeting
At the Extraordinary General Meeting, the special resolutions to: (1) approve the Scheme, the reduction of capital and issue of new shares to NewRiver Holdco in connection with the Scheme and to provide for the implementation of the Scheme (Resolution 1); (2) approve that a general meeting of NewRiver Holdco, other than an annual general meeting, may be called on not less than 14 clear days' notice (Resolution 2) and (3) approve the rules of the NewRiver Holdco Share Incentive Plans (Resolution 3) were approved on a poll. Details of the votes cast were as follows:
Number of shares voted | Percentage of shares voted (%) | |
Resolution 1
| ||
FOR | 185,959,176 | 99.91 |
AGAINST | 171,400 | 0.09 |
WITHHELD* | 0 | 0 |
Resolution 2
| ||
FOR | 181,550,877 | 97.69 |
AGAINST | 4,285,502 | 2.31 |
WITHHELD* | 294,197 | 0 |
Resolution 3
| ||
FOR | 173,562,757 | 94.51 |
AGAINST | 10,082,689 | 5.49 |
WITHHELD* | 2,485,130 | 0 |
* A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
As at 2 August 2016, being the latest practicable date prior to the date of this announcement, NewRiver's issued share capital comprised 238,550,894 ordinary shares of no par value carrying one vote each (of which 5,075,111 ordinary shares are held by the EBT). Accordingly, the total number of voting rights in NewRiver as at 2 August 2016, being the latest practicable date prior to the date of this announcement, was 233,475,783.
Next steps
An application will be made to the Court to sanction the Scheme at the Court Hearing. If the Scheme is sanctioned at the Court Hearing, it is expected that the Court Order will be conditional upon the cancellation of the admission to trading on AIM of the NewRiver Shares and the admission of the NewRiver Holdco Shares to be issued in connection with the Scheme to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.
If the Scheme is sanctioned by the Court, and the other Conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective, and dealings in the NewRiver Holdco Shares to be issued pursuant to the Scheme are expected to commence, at 8.00 a.m. on 18 August 2016, the anticipated Effective Date.
If the Scheme has not become effective by 30 September 2016 (or such later date as NewRiver, NewRiver Holdco and Liberum may agree and the Court may allow), it will lapse, in which event there will not be a new parent company of NewRiver, NewRiver Shareholders will remain shareholders of NewRiver and the existing NewRiver Shares will continue to be admitted to trading on AIM.
Upon the Scheme becoming effective, certificates for NewRiver Shares held in certificated form will cease to be valid. Upon receipt of share certificates in respect of the NewRiver Holdco Shares to be issued to them pursuant to the Scheme, NewRiver Shareholders should destroy all existing certificates for their NewRiver Shares.
A Prospectus relating to NewRiver Holdco, the Group and the admission to trading on London Stock Exchange plc's main market for listed securities of the NewRiver Holdco Shares, which will contain prescribed information relating to NewRiver Holdco, is expected to be made available on or around 15 August 2016 and in electronic form on the Group's website (www.nrr.co.uk) on or around 15 August 2016 after it has been filed with the National Storage Mechanism in accordance with the Prospectus Rules.
Save where otherwise defined in this announcement, capitalised words and expressions used in this announcement shall have the meanings given to them in the circular posted to NewRiver Shareholders containing the Scheme and convening the Court Meeting and Extraordinary General Meeting on 13 July 2016 (the "Scheme Circular").
A copy of this announcement will be made available on the Company's website (www.nrr.co.uk).
Further announcements will be made following the publication of the Prospectus (expected to be on or around 15 August 2016), the Court Hearing (expected to be on or around 17 August 2016) and following the Scheme becoming effective and Admission occurring (expected to be on or around 18 August 2016).
For more information, please contact:
NewRiver Retail Limited David Lockhart, Chief Executive Mark Davies, Finance Director
| Tel: 020 3328 5800 |
Bell Pottinger David Rydell / David Bass / James Newman / Eve Kirmatzis
| Tel: 020 3772 2500 |
Liberum Richard Crawley / Jamie Richards / Jonathan Wilkes-Green | Tel: 020 3100 2000 |
About NewRiver
NewRiver Retail Limited is an AIM listed REIT. The Company is a specialist real estate investor, asset manager and developer focused solely on the UK retail sector. NewRiver Retail was named Property Company of the Year at the 2016 Property Week Awards.
The management team, with over 100 years combined experience in the UK commercial property market, actively engages with retailers, stakeholders and consumers. NewRiver Retail is one of the UK's largest shopping centre owner/managers with assets under management of £1.2 billion principally comprising 33 UK wide shopping centres, further nationwide retail assets and a portfolio of 356 pubs with retail and mixed-use extension opportunities. The portfolio totals over 8 million sq. ft. with almost 2,000 occupiers, an annual footfall of 150 million and a retail occupancy rate of 97 per cent.
The Company's activities include active and entrepreneurial asset management and risk-controlled development, utilising both its own balance sheet and co-investment joint venture structures.
Founded in 2009, NewRiver has become the UK's leading retail-focused property investment business. The Company's shares were admitted to London's AIM in September of the same year. For more information on NewRiver, please visit www.nrr.co.uk