Proposed placing

Proposed placing of up to 62,737,200 new ordinary shares to fund, in part, the proposed cash and share offer by NewRiver for Capital & Regional plc

Introduction

NewRiver today announces that it proposes to issue up to 62,737,200 new ordinary shares of one pence each in the capital of the Company ("New Ordinary Shares") by way of a cash placing to institutional and certain other investors (the "Placing") (the "Placing Shares"), representing up to 19.89 per cent. of NewRiver's existing issued share capital (when aggregated with the Retail Offer (as defined below)).

The Placing is being conducted through an accelerated bookbuild process that will be launched immediately following the release of this announcement in accordance with the terms and conditions set out in Appendix 1 (which forms part of this announcement, such announcement and the Appendices to this Announcement together being this "Announcement").

In addition to the Placing, it is proposed that a separate offer will be made by the Company of new ordinary shares in NewRiver (the "Retail Offer Shares") on the REX portal (the "Retail Offer") to provide existing retail shareholders of the Company in the UK only with an opportunity to acquire the Retail Offer Shares. The aggregate gross proceeds of the Retail Offer shall not exceed £6.7 million. A separate announcement will be made shortly regarding the Retail Offer and its terms.

Use of proceeds

NewRiver has separately released an announcement earlier today under Rule 2.4 of the City Code on Takeovers and Mergers relating to a possible offer pursuant to which it is proposed that NewRiver would acquire the entire issued, and to be issued, ordinary share capital of Capital & Regional plc ("Capital & Regional") (the "Proposed Combination") (the "Rule 2.4 Announcement"). The Proposed Combination would be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

The Placing and Retail Offer are being undertaken to fund, in part, the cash component of the consideration payable pursuant to the Proposed Combination, which is expected to be approximately £73.4 million.

Under the terms of the Proposed Combination, for each ordinary share of 10 pence each in the capital of Capital & Regional (a "Capital & Regional Share"), Capital & Regional shareholders ("Capital & Regional Shareholders") would be entitled to receive 0.41946 New Ordinary Shares, 31.25 pence in cash and the Capital & Regional Interim Dividend (as defined below) of 2.85 pence per Capital & Regional Share. Further details of the Proposed Combination are set out in the Rule 2.4 Announcement released by the Company today.

NewRiver has consulted with a significant number of its major institutional shareholders regarding the rationale for the proposed Placing and its non pre-emptive nature. The NewRiver board believes that the Placing and Retail Offer are in the best interests of NewRiver Shareholders and wider stakeholders and will promote the success of the Company and this belief has been strengthened as a result of these discussions.

Following the Placing, the Company shall be subject to a lock-up for a period of 180 calendar days following Admission, subject to waiver by the Banks and certain customary carve-outs agreed between the Banks and the Company.

If the Proposed Combination does not complete for any reason, NewRiver will retain the net proceeds from the Placing and Retail Offer until such time that such proceeds are returned to NewRiver Shareholders or otherwise deployed within the business of the NewRiver Group.

Details of the Placing

Under the terms of the Placing, the Company intends to place up to 62,737,200 Placing Shares, representing approximately 19.89 per cent. of the existing issued ordinary share capital of the Company (when aggregated with the Retail Offer). The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Jefferies International Limited ("Jefferies"), Panmure Liberum Limited ("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital") (together, the "Banks") are acting as joint global co-ordinators, joint bookrunners and joint corporate brokers in connection with the Placing.

The Placing is being conducted through an accelerated bookbuilding process which will be launched by the Banks immediately following the release of this Announcement (the "Bookbuilding Process"). The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Banks, and following consultation with the Company. Details of the Placing Price and the number of Placing Shares to be issued pursuant to the Placing will be announced as soon as practicable after the close of the Bookbuilding Process.

The Company has today entered into a placing agreement with the Banks (the "Placing Agreement") pursuant to which the Banks have agreed to use their respective reasonable endeavours to procure institutional and certain other investors (including certain existing shareholders) for the Placing Shares. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in Appendix 1 to this Announcement.

The Placing is conditional, amongst other things, on:

• the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to admission of the Placing Shares to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market of London Stock Exchange plc ("LSE") (together, "Admission"); and
• Admission becoming effective by 23 September 2024 (or such later date as the Company and the Banks may agree, being no later than 8.00 a.m. on 30 September 2024).

The Placing is not conditional on the Proposed Combination. As stated above, if the Proposed Combination does not complete for any reason, NewRiver will retain the net proceeds from the Placing and Retail Offer until such time that such proceeds are returned to NewRiver Shareholders or otherwise deployed within the business of the NewRiver Group.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgments contained in Appendix 1.

The Placing Shares may not be acquired by investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (known as "ERISA"), or (B) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended.

The Chair, Chief Executive, Chief Financial Officer and certain non-executive directors of the Company intend to participate in the Placing.

Settlement in respect of the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 23 September 2024.

Indicative summary timetable of principal events

Notes:

• A reference to a time in this Announcement is to London time unless otherwise stated.
• The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by the Company, in which event details of the new times and/or dates will be notified to investors through an announcement via a Regulatory Information Service.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important notices" section of this Announcement. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2.

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.

UK product governance requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU product governance requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX 1

Bookbuild

Details of the Placing Agreement and of the Placing Shares

The Banks are acting as joint bookrunners and joint global co-ordinators in connection with the Placing. The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the terms and conditions set out therein, each of the Banks as agent for and on behalf of the Company, has agreed to use its respective reasonable endeavours to procure Placees for the Placing Shares at a price determined following completion of the Bookbuild (the "Placing Price"). The Banks are not acting for the Company with respect to the Retail Offer.

Application for admission to trading

It is expected that Admission of the Placing Shares will become effective at 8:00 a.m. (London time) on 23 September 2024 (or such later date as may be agreed between the Company and the Banks but being no later than 8:00 a.m. (London time) on 30 September 2024.

Participation in, and principal terms of, the Placing

• The Banks are acting as joint bookrunners and joint global co-ordinators on the Placing and as agents of the Company, in each case severally, and not jointly nor jointly and severally. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Banks. Each of the Banks and their respective Affiliates and any person acting on their behalf, are entitled to enter bids as principal in the Bookbuild.
• The Bookbuild, if successful, will establish the Placing Price payable to the Banks by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Banks and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service as soon as reasonably practicable following the completion of the Bookbuild.
• To participate in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price which is ultimately established by the Company and the Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 6 below. Each of the Banks reserves the right not to accept bids or to accept bids in part rather than in whole.
• The Bookbuild is expected to close no later than 7:00 a.m. (London time) on 19 September 2024 but may be closed earlier or later, at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
• Each Placee's allocation will be agreed between the Banks and the Company and will be confirmed to Placees orally or in writing by the relevant Bank, acting as agent of the Company, following the close of the Bookbuild, and an electronic contract note/trade confirmation will be dispatched as soon as possible thereafter. Subject to paragraph 8 below, the relevant Bank's oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the relevant Placing Price for each such Placing Share on the Terms and Conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including the appendices) in its entirety.
• Except as required by law or regulation, no press release or other announcement will be made by either of the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
• To the fullest extent permissible by law, none of the Banks nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks nor any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

• the publication of the Rule 2.4 Announcement, through a Regulatory Information Service by no later than 4:45 p.m. (London time) on the date of the Placing Agreement (or such later time and/or date as the Company and the Banks may agree in writing);
• the Pricing Agreement having been executed by the Company and the Banks by no later than 6:00 a.m. (London time) on the business day following the date of the Placing Agreement (or such later time and/or date as the Company and the Banks may agree in writing);
• the release by the Company of the Pricing Announcement;
• the Company having complied with all of its obligations and undertakings under the Placing Agreement in each case, to the extent the Banks consider in good faith such non-compliance not to be material in the context of the Placing and/or Admission;
• there not having occurred a material adverse change in relation to (i) the Company or the Company its subsidiaries (the "Group") and (ii) the Combined Group at any time prior to Admission; and
• Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 23 September 2024, or such later time and/or date as the Company and the Banks may agree in writing.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Banks by the relevant time or date specified (or such later time or date as the Company and the Banks may agree, being not later than 8:00 a.m. (London time) on 30 September 2024); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Banks may, at their discretion and upon such terms as they think fit, extend the time for the satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (other than those conditions described in points 1, 2, 3, 4, 8 and certain other conditions, which may not be waived under the terms of the Placing Agreement). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks nor their respective Affiliates nor any person acting on their behalf shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Banks.

Termination of the Placing Agreement

The Banks are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if: (i) there has been a breach by the Company of any of the warranties or any failure by the Company to perform any of its obligations contained in the Placing Agreement; (ii) any statement made in the Announcement and/or the 2.4 Announcement is or has become untrue, inaccurate or misleading in any respect or there is an omission, in each case , the Banks in their absolute discretion (but always acting in good faith) consider to be material in the context of the Placing or Admission; (ii) there has been a material adverse change in relation to the Company, Group or the Combined Group; (iii) there is a cancellation or suspension by the FCA or the London Stock Exchange of trading in the Company's securities; or (iv) upon the occurrence of certain force majeure events.

No prospectus

No offering document, prospectus, offering memorandum or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange or in any other jurisdictions in relation to the Placing or Admission and no such prospectus is required (in accordance with the Prospectus Regulation or the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in any jurisdiction.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information), the Banks or their respective Affiliates or any person acting on its or their behalf. None of the Company, the Banks, any of their respective Affiliates or any person acting on its or their behalf will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 180 calendar days after (but including) the date of Admission, it will not, without the prior written consent of the Banks, directly or indirectly issue or allot Ordinary Shares except in connection with the Proposed Combination, subject to customary exceptions and waiver by the Banks.

By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Banks and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BD7XPJ64) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent an electronic contract note/trade confirmation in accordance with the standing arrangements in place with the relevant Bank stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. It is expected that such electronic contract note/trade confirmation will be despatched on or around 19 September 2024 and that this will also be the trade date.

It is expected that settlement will be on 23 September 2024 on a T+2 basis in accordance with the instructions given to the relevant Bank.

Each Placee agrees that, if it does not comply with these obligations, the Banks may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Banks all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the electronic contract note/trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Banks nor the Company shall be responsible for the payment of such amounts.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Placee) with the Banks (in their capacity as joint bookrunners, as agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

3. the Ordinary Shares are admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and are admitted to trading on the Main Market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with UK MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;

4. none of the Banks, nor the Company nor any of their respective Affiliates nor any person acting on its or their behalf has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, such information being all that it deems necessary to make any investment decision in respect of the Placing Shares, nor has it requested any of the Banks, the Company, or any of their respective Affiliates or any person acting on its or their behalf to provide it with any such material or information;

6. the content of this Announcement is exclusively the responsibility of the Company and that none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

8. it has not relied on any information relating to the Company contained in any research reports prepared by any of the Banks or their respective Affiliates or any person acting on their behalf and understands that (i) none of the Banks or any of their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for public information or any representation; (ii) none of the Banks or any of their respective Affiliates or any person acting their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Banks nor any of their respective Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

• it acknowledges that no action has been or will be taken by the Company, the Banks or their respective Affiliates or any person acting on its or their behalf that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
• it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective Affiliates or any person acting on its or their behalf acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
• it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
• it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
• any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation and section 85(1) of FSMA;
• it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by either of the Banks in their respective capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
• (i) it (and any person acting on its behalf) has the funds available to pay for, and has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Banks or any of their respective Affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
• it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the Terms and Conditions of this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Banks may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
• none of the Banks nor any of their respective Affiliates nor any person acting on their behalf is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of either of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
• the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Company, the Banks nor any of their respective Affiliates nor any person acting on its or their behalf will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Company, the Banks and any of their respective Affiliates and any person acting on its or their behalf in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Jefferies International Limited who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
• each of the Banks, the Company, their respective Affiliates and any person acting on their or its behalf will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements contained in this Announcement and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable;
• it acknowledges that it irrevocably appoints any director or authorised signatories of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
• it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the electronic contract note/trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing;
• in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and (vi) it will not look to the Banks or any of their respective Affiliates or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;
• it acknowledges and agrees that neither the Company, the Banks, their respective Affiliates nor any person acting on its or their behalf owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
• it understands and agrees that it may not rely on any investigation that either of the Banks or their respective Affiliates or any person acting on its or their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and each of the Banks has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, either of the Banks or their respective Affiliates or any person acting on its or their behalf for the purposes of this Placing;
• it acknowledges and agrees that it will not hold any of the Banks and/or any of their respective Affiliates or any person acting on its or their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group and that no such person makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information;
• in connection with the Placing, the Banks and any of their respective Affiliates and any person acting on their behalf may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for its own account such shares in the Company and any other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates or any person acting on its or their behalf, in each case, acting in such capacity. In addition any of the Banks and any of their respective Affiliates and any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such person(s) may from time to time subscribe for, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks or any of their respective Affiliates or any person acting on its or their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. None of the Company, the Banks nor their respective Affiliates nor any person acting on its or their behalf will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Miscellaneous

When a Placee or person acting on behalf of the Placee is dealing with either of the Banks, any money held in an account with either of the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA.

Time is of the essence as regards each Placee's obligations under this Appendix.

Each Placee may be asked to disclose in writing or orally to the Banks:

• if he or she is an individual, his or her nationality; or
• if it is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Appendix 2

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Admission" means admission of the Placing Shares and the Retail Offer Shares to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the Main Market;

"Announcement" means this announcement and its appendices;

"Banks" means Jefferies, Panmure Liberum and Shore Capital;

"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;

"Capital & Regional Interim Dividend" means the interim dividend declared by Capital & Regional in respect of the six month period to 30 June 2024 that Capital & Regional Shareholders will be entitled to receive and retain, which is expected to be paid to entitled Capital & Regional Shareholders on 27 September 2024, such dividend not to exceed an amount of 2.85 pence per Capital & Regional Share;

"Company" or "NewRiver" means NewRiver REIT plc;

"Companies Act" means the Companies 2006, as amended from time to time;

"Corporations Act" means the Australian Corporations Act 2001 (Cth);

"CREST" means the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;

"EU MAR" means the Market Abuse Regulation (EU) No.596/2014;

"Euroclear" means Euroclear UK & International Limited, being the operator of CREST;

"FCA" or "Financial Conduct Authority" means the Financial Conduct Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as amended) and any statutory modification or re-enactment thereof for the time being in force;

"Group" means the Company and its subsidiaries;

"Jefferies" means Jefferies International Limited;

"LSE" or "London Stock Exchange" means London Stock Exchange plc;

"Main Market" means the London Stock Exchange's main market;

"Market Abuse Regulation" means EU MAR or UK MAR (as applicable);

"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;

"Official List" means the list of publicly listed companies maintained by the FCA;

"Ordinary Share" means an ordinary share of £0.01 each in the capital of NewRiver;

"Panmure Liberum" means Panmure Liberum Limited;

"Placee" means a person procured by a Bank to subscribe for Placing Shares;

"Placing" has the meaning given in the first paragraph of this Announcement;

"Placing Agreement" means the placing agreement dated 18 September 2024 between NewRiver and the Banks;

"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;

"Placing Shares" means the new Ordinary Shares to be allotted and issued under the Placing;

"PRA" or "Prudential Regulation Authority" means the UK Prudential Regulation Authority;

"Pricing Agreement" has the meaning given to it in Appendix 1 to this Announcement;

"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;

"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the Securities Act;

"Regulation S" means Regulation S promulgated under the Securities Act;

"Regulatory Information Service" means a regulatory information service authorised by the FCA to release regulatory announcements to the London Stock Exchange;

"Relevant Person" has the meaning given to it in Appendix 1 to this Announcement;

"Restricted Territory" has the meaning given to it in Appendix 1 to this Announcement;

"Retail Offer" means the offer to be made by the Company on the REX portal of new Ordinary Shares at the Placing Price, the terms of which will be detailed in a separate announcement by the Company published shortly after this Announcement;

"Securities Act" means the U.S. Securities Act of 1933, as amended;

"Shore Capital" means Shore Capital Stockbrokers Limited;

"transfer taxes" means any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes);

"UK Listing Rules" means the UK listing rules made by the FCA pursuant to Part VI of FSMA;

"UK MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended);

"UK MiFIR" means the Market in Financial Instruments Regulation (EU) 600/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and