Wrap Text
Scheme of arrangement becomes effective
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")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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
10 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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to Capital & Regional plc's ("Capital & Regional") announcement on 6 December 2024
that the Court had sanctioned the Scheme, the Boards of Capital & Regional and NewRiver REIT
plc ("NewRiver") are pleased to announce that the Court Order has been delivered to the
Registrar of Companies today and, accordingly, the Scheme has now become Effective in
accordance with its terms. The entire issued ordinary share capital of Capital & Regional is
therefore now owned by NewRiver.
Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on the
register of members of Capital & Regional at the Scheme Record Time, 6.00 p.m. London time
(8.00 p.m. South African standard time) on 9 December 2024, will be entitled to receive
31.25 pence in cash and 0.41946 New NewRiver Shares for each Capital & Regional Share held
by them at that time.
Admission of the Capital & Regional Shares to trading on the London Stock Exchange will be
cancelled with effect from 8.00 a.m. London time (10.00 a.m. South African standard time) on
11 December 2024. The listing of and dealings in Capital & Regional Shares on the JSE was
suspended at 9.00 a.m. South African standard time) on 10 December 2024.
Applications have been made to the FCA and to the London Stock Exchange for 98,321,755
New NewRiver Shares to be admitted to the equity shares (commercial companies) category of
the Official List and to trading on the Main Market, respectively. Admission of the New NewRiver
Shares to the equity shares (commercial companies) category of the Official List and to trading
on the Main Market is expected to take place at 8.00 a.m. London time (10.00 a.m. South
African standard time) on 11 December 2024.
As set out in the Scheme Document, New NewRiver Shares held in uncertificated form are
expected to be credited to CREST accounts on or after 8.00 a.m. London time (10.00 a.m.
South African standard time) on 11 December 2024 and NewRiver will procure the despatch of
share certificates in respect of New NewRiver Shares held in certificated form within 14 days of
the Effective Date, being today, 10 December 2024.
Cash Consideration Currency Exchange Rate
The cash component of the Combination Consideration payable to Capital & Regional
Shareholders on the South African Register is required to be settled in South African Rand
converted at the GBP/Rand Exchange Rate. Further to the indicative GBP/Rand Exchange Rate
announced on 6 December 2024, the final GBP/Rand Exchange Rate, in respect of the cash
component of the Combination Consideration to be paid to Capital & Regional Shareholders on
the South African Register, will be ZAR22.250:GBP1.00, being the exchange spot rate obtained
by or on behalf of NewRiver on 10 December 2024. Accordingly, each Capital & Regional
Shareholder on the South African Register will receive 695.31250 ZAR cents per Scheme Share
which will be payable by NewRiver on 13 December 2024.
The announcement of the GBP/Rand Exchange Rate and the cash consideration in ZAR cents
payable per Capital & Regional Share in respect of the share component of the Combination
Consideration will be published on a Regulatory Information Service and on SENS on
23 December 2024. The cash payment to Capital & Regional Shareholders on the South African
Register in respect of the share component of the Combination Consideration will be made on
24 December 2024. Capital & Regional Shares will be delisted from the JSE with effect from
the commencement of trading on 27 December 2024.
Director resignations
As the Scheme has now become Effective, David Hunter (Non-Executive Chairman), Laura
Whyte (Non-Executive Senior Independent Director), Panico Theocharides (Non-Executive
Director), Norbert Sasse (Non-Executive Director), Katie Wadey (Non-Executive Director) and
Gerry Murphy (Non-Executive Director) have each resigned from the Capital & Regional Board
with effect from today, 10 December 2024.
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
Via FTI Consulting
Stuart Wetherly
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.
Overseas Shareholders
This Announcement has been prepared in accordance with, and for the purpose of complying
with, the laws of England and Wales and the Code, and information disclosed may not be the
same as that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this Announcement in or into jurisdictions other than
the United Kingdom and South Africa may be restricted by law and therefore persons into whose
possession this Announcement comes who are not resident in the United Kingdom or South
Africa or who are subject to the laws of other jurisdictions should inform themselves about, and
observe, any applicable restrictions. Capital & Regional Shareholders who are in any doubt
regarding such matters should consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction.
Unless otherwise determined by NewRiver or required by the Code, and permitted by applicable
law and regulation, participation in the Combination will not be made available, and the New
NewRiver Shares to be issued pursuant to the Combination will not be issued, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and no person may vote, or procure the vote, in favour of the Combination by any
such use, means, instrumentality or form from within a Restricted Jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies of all documentation
relating to the Combination are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and persons receiving documents relating to the
Combination (including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from any Restricted Jurisdictions where to do so would violate
the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee
and trustee) who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this Announcement and/or any other related document to any jurisdiction
other than the United Kingdom and South Africa should inform themselves of, and observe,
any applicable legal or regulatory requirements of their jurisdiction.
The availability of the New NewRiver Shares under the Combination to Capital & Regional
Shareholders who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not resident in the United
Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform
themselves of, and should observe, any applicable legal and/or regulatory requirements.
For those Capital & Regional Shareholders who hold their Capital & Regional Shares on the
South African Register, it is anticipated that, as a consequence of certain South African
regulatory requirements which make it unduly onerous for NewRiver to allot and issue the New
NewRiver Shares to which they would otherwise be entitled pursuant to the terms of the
Combination, such Capital & Regional Shareholders will not receive such New NewRiver Shares
and will instead receive a cash sum in South African Rand, further details of which are set out
in the Scheme Document. Capital & Regional Shareholders on the South African Register who
wish to receive New NewRiver Shares can do so by transferring their shareholding to an
equivalent interest on the UK Register, provided that their foreign exposure falls within their
foreign portfolio investment allowance or foreign allowance, respectively. The costs associated
with the removal of shares from the South African Register to the UK Register will be borne by
the Capital & Regional Shareholder concerned.
Each Capital & Regional Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Combination.
The statements contained in this Announcement are not to be construed as legal, business,
financial or tax advice.
Notice to US investors in Capital & Regional
Capital & Regional Shareholders located in the United States should note that the Combination
relates to the securities of an English company with a listing on the London Stock Exchange
and is proposed to be implemented pursuant to a scheme of arrangement under English law. A
transaction effected by means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is
subject to procedural and disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England listed on the London Stock Exchange,
which are different from the disclosure requirements of the US tender offer and proxy
solicitation rules.
The financial information included in this Announcement, the Scheme Document and other
documentation related to the Combination has been or will have been prepared in accordance
with IFRS and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New NewRiver Shares to be issued pursuant to the Scheme in connection with the
Combination will be issued in reliance on the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof Capital & Regional will advise the
Court that its sanction of the Scheme will be relied upon by NewRiver as an approval of the
scheme of arrangement following a hearing on its fairness to Capital & Regional Shareholders
at which hearing all such Capital & Regional Shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme and with respect to which
notification has been given to all Capital & Regional Shareholders.
The New NewRiver Shares to be issued to Capital & Regional Shareholders in connection with
the Combination pursuant to a scheme of arrangement under English law may generally be
resold without restriction under the US Securities Act, except for resales by persons who are
or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of
a company are generally defined as persons who directly, or indirectly through one or more
intermediaries, control, or are controlled by, or are under common control with, that company.
Whether a person is an affiliate of a company for purposes of the US Securities Act depends on
the circumstances, but affiliates can include certain officers, directors and significant
shareholders of Capital & Regional or of NewRiver prior to, or of NewRiver after, the Effective
Date. Capital & Regional Shareholders who believe that they may be or will be affiliates for
purposes of the US Securities Act should consult their own legal advisers prior to any resale of
New NewRiver Shares received under the Scheme.
None of the securities referred to in the Scheme Document have been approved or disapproved
by the SEC or any US state securities commission, nor have any such authorities passed
judgment upon the fairness or the merits of the Combination or the Scheme or determined if
the Scheme Document is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
US holders of Capital & Regional Shares also should be aware that the transaction contemplated
herein may have tax consequences in the United States and that such consequences, if any,
are not described herein, as well as foreign and other tax consequences. US holders of Capital
& Regional Shares are urged to consult with independent professional advisers regarding the
legal, tax and financial consequences of the Combination applicable to them.
It may be difficult for US holders of Capital & Regional Shares to enforce their rights and claims
arising out of the US federal securities laws since NewRiver and Capital & Regional are organised
in countries other than the United States and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, jurisdictions other than the
United States. US holders of Capital & Regional Shares may have difficulty effecting service of
process within the United States upon those persons or recovering against judgments of US
courts, including judgments based upon the civil liability provisions of the US federal securities
laws. US holders of Capital & Regional Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves to a US court's
judgment.
Forward-looking Statements
This Announcement, any oral statements made by Capital & Regional or NewRiver in relation
to the Combination, and other information published by Capital & Regional or NewRiver may
contain statements about Capital & Regional and/or NewRiver and/or the Combined Group that
are or may be forward-looking statements. All statements other than statements of historical
facts included in this Announcement may be forward-looking statements. Without limitation,
any statements preceded or followed by or that include the words "targets", "plans", "goals",
"believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects",
hopes", "continues", "would", "could", "should" or words or terms of similar substance or the
negative thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the expansion and
growth of Capital & Regional's or NewRiver's or the Combined Group's operations and potential
synergies resulting from the Combination; and (iii) the effects of government regulation on
Capital & Regional's or NewRiver's or the Combined Group's business.
These forward-looking statements are not based on historical fact and are not guarantees of
future performance. By their nature, such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect expected results and/or the
operations of Capital & Regional, NewRiver or the Combined Group and are based on certain
assumptions and assessments made by Capital & Regional and NewRiver in light of their
experience and their perception of historical trends, current conditions, future developments
and other factors they believe appropriate. Many of these risks and uncertainties relate to
factors that are beyond the entities' ability to control or estimate precisely.
There are several factors which could cause actual results to differ materially from those
projected, expressed or implied in forward-looking statements. Among the factors that could
cause actual results to differ materially from those described in the forward-looking statements
are the satisfaction of or failure to satisfy all or any of the conditions to the Combination, as
well as additional factors, such as changes in the global, political, economic, business,
competitive, market and regulatory forces, fluctuations in exchange and interest rates, changes
in tax rates and future business acquisitions or disposals, the success of business and operating
initiatives and restructuring objectives and the outcome of any litigation. Such statements are
qualified in their entirety by the inherent risks and uncertainties surrounding future
expectations. Except as expressly provided in this Announcement, they have not been reviewed
by the auditors of Capital & Regional or NewRiver.
Neither Capital & Regional nor NewRiver, or any of their respective associates or directors,
officers, employees or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements, which speak only as of the
date of this Announcement. All subsequent oral or written forward-looking statements
attributable to Capital & Regional or NewRiver or any of their respective members, directors,
officers, employees or advisers or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Capital & Regional and NewRiver disclaim
any obligation to update any forward-looking or other statements contained in this
Announcement, except as required by applicable law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or otherwise.
JSE sponsor
Java Capital
Date: 10-12-2024 02:00:00
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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