Wrap Text
De-listing and cancellation of trading of Capital & Regional shares
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
LEI: 21380097W74N9OYF5Z25
ISIN: GB00BL6XZ716
("Capital & Regional" or "the Company" or "the Group")
DE-LISTING AND CANCELLATION OF TRADING OF CAPITAL & REGIONAL SHARES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 December 2024
RECOMMENDED CASH AND SHARE OFFER
by
NEWRIVER REIT PLC
for
CAPITAL & REGIONAL PLC
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
DE-LISTING AND CANCELLATION OF TRADING OF CAPITAL & REGIONAL SHARES
Further to the announcement made by the Boards of Capital & Regional plc ("Capital &
Regional") and NewRiver REIT plc ("NewRiver") on 10 December 2024 that the Scheme has
become Effective in accordance with its terms, Capital & Regional today announces that,
following an application made by Capital & Regional, the Financial Conduct Authority has
cancelled the listing of Capital & Regional Shares on the equity shares (commercial companies)
category of the Official List and the London Stock Exchange has cancelled the trading of Capital
& Regional Shares on the Main Market, in each case with effect from 8.00 a.m. London time
(10.00 a.m. South African standard time) today, 11 December 2024.
Capital & Regional Shares will be delisted from the JSE on 27 December 2024 following
settlement of the cash consideration on 24 December 2024 payable to Capital & Regional
Shareholders on the South African Register in respect of the share component of the
Combination Consideration.
General
Unless otherwise defined, all capitalised terms in this announcement shall have the same
meaning given to them in the Scheme Document, a copy of which is available on the Capital &
Regional website at https://capreg.com/investor-info/possible-offer/ and on the NewRiver
website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.
Enquiries
Capital & Regional plc
Stuart Wetherly Via FTI Consulting
James Ryman
Deutsche Numis (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker
to Capital & Regional)
Ben Stoop +44 20 7260 1000
Stuart Ord
Jack McLaren
Stifel (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital &
Regional)
Mark Young +44 20 7710 7600
Nick Harland
Jonathan Wilkes-Green
Catriona Neville
Java Capital (JSE Sponsor to Capital & Regional)
Daniel Ross +27 (0)83 716 8665
Shivani Bhikha +27 (0)78 120 6931
FTI Consulting (Communications Adviser to Capital & Regional)
Richard Sunderland +44 20 3727 1000
Bryn Woodward
Oliver Parsons
NewRiver REIT plc
Allan Lockhart (Chief Executive) +44 20 3328 5800
Will Hobman (Chief Financial Officer)
Jefferies International Limited (Lead Financial Adviser and Joint Corporate
Broker to NewRiver)
Philip Noblet +44 20 7029 8600
Rishi Bhuchar
Ed Matthews
Andrew Morris
William Brown
Kinmont Limited (Joint Financial Adviser to
NewRiver)
Gavin Kelly +44 20 7087 9100
Mat Thackery
Panmure Liberum Limited (Sole Sponsor and Joint Corporate Broker to
NewRiver)
Jamie Richards +44 20 3100 2000
David Watkins
Amrit Mahbubani
Nikhil Varghese
Shore Capital Stockbrokers Limited (Joint Corporate Broker to NewRiver)
Mark Percy (Corporate Advisory) +44 20 7408 4090
James Thomas (Corporate Advisory)
Ben Canning (Corporate Broking)
Malachy McEntyre (Corporate Broking)
FTI Consulting (Communications Adviser to NewRiver)
Dido Laurimore +44 20 3727 1000
Giles Barrie
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Capital & Regional in
connection with the Combination.
Eversheds Sutherland (International) LLP is acting as legal adviser to NewRiver in connection
with the Combination.
Capital & Regional is listed on the main market of the London Stock Exchange and has a
secondary listing on the Johannesburg Stock Exchange.
Disclaimers
Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for Capital & Regional and no one else in connection with the matters set out in this
Announcement and will not regard any other person as its client in relation to the matters in
this Announcement and will not be responsible to anyone other than Capital & Regional for
providing the protections afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor
any of their respective directors, officers, employees or agents), owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Deutsche Numis in connection
with this Announcement, any statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Deutsche Numis as to the contents of this document.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Capital & Regional and no one else in connection
with the matters set out in this Announcement and will not regard any other person as its client
in relation to the matters in this Announcement and will not be responsible to anyone other
than Capital & Regional for providing the protections afforded to clients of Stifel, nor for
providing advice in relation to any matter referred to herein.
Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is authorised
and regulated in South Africa by the JSE, which is licensed as a securities exchange and is
regulated by the Financial Sector Conduct Authority and the Prudential Authority of South
Africa, is acting as JSE sponsor exclusively for Capital & Regional and for no one else in
connection with the matters referred to in this Announcement and will not be responsible to
anyone other than Capital & Regional for providing the protections afforded to clients of Java
Capital or for providing advice in relation to the contents of, or matters referred to in, this
Announcement or any matter referred to herein. Neither Java Capital nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Java Capital in connection with this Announcement, any statement
or other matter or arrangement referred to herein or otherwise.
Jefferies International Limited ("Jefferies"), Panmure Liberum Limited ("Panmure Liberum")
and Shore Capital Stockbrokers Limited ("Shore Capital", and together with Jefferies and
Panmure Liberum, the "Joint Brokers") are authorised and regulated by the FCA in the United
Kingdom. Jefferies is acting as lead financial adviser, Panmure Liberum is acting as sole
sponsor, and the Joint Brokers are each acting as joint broker exclusively for NewRiver and no
one else in connection with the Combination and shall not be responsible to anyone other than
NewRiver for providing the protections afforded to their clients, nor for providing advice in
connection with the Combination or any matter referred to herein. None of the Joint Brokers
nor any of their affiliates (nor any of them or their respective directors, officers, employees,
representatives or agents) owe or accept any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of such Joint Broker in connection with the
Combination, this Announcement, any statement contained herein or otherwise.
Kinmont Limited ("Kinmont"), which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for NewRiver and no one else in connection with the Combination and
shall not be responsible to anyone other than NewRiver for providing the protections afforded to
clients of Kinmont, nor for providing advice in connection with the Combination or any matter
referred to herein. Neither Kinmont nor any of its affiliates (nor any of its or their respective
directors, officers, employees, representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Kinmont in connection with the
Combination, this Announcement, any statement contained herein or otherwise.
JSE sponsor
Java Capital
Date: 11-12-2024 10:00:00
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