NewRiver Regulatory News (NRR)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

NEWRIVER RETAIL LIMITED (the "Company" or "NewRiver").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

Isabelle Chambers

Route Isabelle

St. Peter Port

Guernsey

Channel Islands GY1 3TX

Trading Address:

28 Brook Street

London W1K 5DH

UK

COUNTRY OF INCORPORATION:

Guernsey

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.nrr.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

NewRiver is a specialist UK-REIT focussed on the UK retail sector and aims to become the leading value-creating property investment platform in the sector and was admitted to AIM and listed on the Channel Islands Stock Exchange, LBG ("CISX") in September 2009.

The Board announced on 27 June 2011 that the NewRiver group had entered into property acquisition agreements with Zurich Assurance Limited ("Zurich") for the purposes of acquiring a portfolio of four freehold shopping centre assets from Zurich for a total consideration of approximately £68 million in cash (the "Acquisition"). Due to the size of the transaction, the Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules and a substantial transaction pursuant to the Listing Rules of the CISX. The Acquisition remains conditional, inter alia, upon approval by the shareholders at an extraordinary general meeting of the Company to be held on 2 August 2011.

NewRiver will continue to focus on retail sector investments in the United Kingdom by identifying opportunities that the Directors expect to deliver added value and generate returns for shareholders through capital and rental income growth, active and entrepreneurial asset management, risk controlled development and refurbishment opportunities and recycling of assets.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

31,703,508 ordinary shares of no par value.

There are no restrictions on the transfer of securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: Approximately £40 million (net of expenses) pursuant to a placing of 16,865,000 ordinary shares at 252 pence each.

Market capitalisation (anticipated): £83 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

12.81 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

Channel Islands Stock Exchange

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Paul Roy (Non-Executive Chairman)

David Lockhart (Chief Executive)

Mark Davies (Finance Director)

Allan Lockhart (Property Director)

Nick Sewell (Executive Director)

Peter Tom CBE (Non-Executive Director)

Susie Farnon (Non-Executive Director)

Andrew Walker (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission:

Post Admission:

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) 31 March 2011

(iii) 31 December 2011 (unaudited interims); 30 September 2012 (consolidated financial statements) and 31 December 2012 (unaudited interims)

EXPECTED ADMISSION DATE:

3 August 2011

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc

6. 7. 8. Tokenhouse Yard

London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc

6. 7. 8. Tokenhouse Yard

London EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document are available from www.nrr.co.uk. The admission document contains full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:

19 July 2011

NEW/ UPDATE:

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