Statement re Possible Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

NewRiver REIT plc

("NewRiver" or the "Company")

Possible Offer for Capital & Regional plc ("Capital & Regional")

The Board of NewRiver notes the recent announcement by Capital & Regional and confirms that it has made a proposal to Growthpoint Properties Limited ("Growthpoint") which holds 68.1% of the issued share capital of Capital & Regional in regard to a possible offer in cash and shares for the entire issued, and to be issued, share capital of Capital & Regional (the "Possible Offer"). NewRiver also confirms that it has not communicated that proposal to Capital & Regional. It is intended that this would occur if Growthpoint confirms that it would be prepared to support the terms of that Possible Offer. The Board of NewRiver of course recognises that the Board of Capital & Regional must make its own fair and reasonable assessment of the Possible Offer in the event that NewRiver makes the proposal to Capital & Regional.

The Board of NewRiver believes that a combination with Capital & Regional, on the terms of the Possible Offer proposed to Growthpoint, would be significantly accretive to NewRiver's earnings and result in a pro-forma Loan to Value ("LTV") ratio that is broadly in-line with NewRiver's guidance.

There can be no certainty that any offer will be made, nor as to the terms of any such offer.

The Board of NewRiver has given significant consideration to the ways in which a combination of NewRiver and Capital & Regional could generate value for our respective shareholders. NewRiver's Board believes that, provided sensible terms for a transaction can be agreed, the acquisition of Capital & Regional would significantly accelerate NewRiver's growth ambitions, whilst delivering significant value for both Capital & Regional and NewRiver shareholders and also maintaining NewRiver's core operational expertise in retail real estate.

The Board of NewRiver believes that a combination of Capital & Regional and NewRiver (the "Combined Group") represents a highly attractive proposition for all shareholders on account of:

· Capital & Regional's high quality and complementary portfolio: Capital & Regional's portfolio comprises six community shopping centres predominantly located in London and South East England, let to essential and value-oriented retailers that would be highly complementary to NewRiver's existing portfolio. NewRiver knows these assets well and believes that the disposal of non-core assets in recent years and the acquisition of The Gyle in Edinburgh in September 2023 have led to an improvement in the quality and complementary nature of Capital & Regional's remaining portfolio. Against this real estate background, the Board believes that the financially accretive aspects of the combined business strategy can be readily achieved;

• Combination expected to unlock substantial cost synergies and deliver significant earnings accretion: NewRiver sees, inter alia, the opportunity to unlock substantial cost synergies, including the elimination of duplicative operational and public listing costs. NewRiver also anticipates income growth opportunities through active asset management. NewRiver expects the combination with Capital & Regional to deliver significant earnings accretion, enabling the Combined Group to pay a materially higher, covered dividend;
• Well-diversified portfolio with enhanced scale: the Combined Group would have a retail focused portfolio with a comparable yield profile, valued at c.£920 million (comprising 42 assets), and assets under management of c.£1.7 billion (comprising 63 assets) based upon the last reported figures for both companies. The combined portfolio would continue to benefit from a well-diversified and complementary tenant base with low levels of tenant concentration; and
• Increased trading liquidity: As a result of its enhanced scale, it is expected the Combined Group would benefit from increased share trading liquidity, enlarged index weightings, enhanced debt optionality and potential cost of capital improvements.

Any firm intention to make an offer under Rule 2.7 of The City Code on Takeovers and Mergers (the "Code"), would be contingent on securing the support of Growthpoint and the satisfaction or waiver of certain customary conditions, including completion of due diligence to the satisfaction of NewRiver. The Board of NewRiver further confirms that in formulating a Possible Offer, it would act with the necessary prudence to maintain NewRiver's balance sheet strength. As stated above, the Board of NewRiver anticipates that NewRiver's pro-forma LTV implied by a Possible Offer would remain broadly in-line with previous guidance.

As required by Rule 2.6(a) of the Code, NewRiver is required, by not later than 5.00 p.m. on 20 June 2024, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel on Takeovers and Mergers ("Takeover Panel") in accordance with Rule 2.6(c) of the Code. For the purposes of Rule 2.5(a) of the Code, NewRiver reserves the right to vary the form and mix of the consideration and/or to introduce other forms of consideration.

A further announcement will be made if and when appropriate. There can be no certainty any offer will be made, even if the pre-conditions are satisfied or waived, nor as to the terms of any offer.

This announcement is being made without the consent of Capital & Regional or Growthpoint.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018. This announcement has been authorised for release by the Board of Directors of NewRiver.

Notices Related to Financial Advisers

Rule 26.1 Disclosure

No profit forecasts, profit estimates or quantified financial benefits statements

Nothing in this announcement (including any statement of estimated synergies) is intended as a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for NewRiver or Capital & Regional, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for NewRiver or Capital & Regional, as appropriate.

Rule 2.4 Information

In accordance with Rule 2.4(c)(iii) of the Code, NewRiver confirms that it is not aware of any dealings in Capital & Regional shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for NewRiver to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, NewRiver will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code."

Rule 2.9 Disclosure