Retail offer

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF NEWRIVER REIT PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NewRiver REIT plc

("NewRiver" or the "Company")

Retail offer to raise up to £6,700,000

NewRiver REIT plc is pleased to announce a retail offer via REX (the "Retail Offer") of new ordinary shares of one pence each in the capital of the Company ("Ordinary Shares") (such new Ordinary Shares being referred to in this announcement as the "Retail Offer Shares").

In addition to the Retail Offer, the Company is conducting a placing of new Ordinary Shares (the "Placing Shares" and, together with the Retail Offer Shares, the "New Ordinary Shares") through an accelerated bookbuilding process (the "Bookbuilding Process") at a price to be set at the conclusion of the Bookbuilding Process (the "Issue Price") (the "Placing"). The price of the Retail Offer Shares is equal to the Issue Price.

A separate announcement has been made earlier today regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Retail Offer and the Placing are conditional, inter alia, on admission of the New Ordinary Shares to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the Main Market for listed securities of the London Stock Exchange plc ("Admission"). Admission is expected to take place at 8:00 a.m. on or around 23 September 2024. The Retail Offer will not complete unless the Placing also completes.

Use of proceeds

NewRiver has separately released an announcement earlier today under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") 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 2006.

The Retail Offer is 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, in aggregate.

Certain terms and conditions applicable to the Proposed Combination are set out in the 2.4 Announcement.

If NewRiver does not announce a firm intention to make an offer for Capital & Regional under Rule 2.7 of the Code or the Proposed Acquisition does not complete for any reason, NewRiver will retain the net proceeds from the Retail Offer until such time that such proceeds are returned to NewRiver Shareholders or otherwise deployed within the business of the NewRiver Group.

Retail Offer

Therefore, the Company is making the Retail Offer open to eligible existing shareholders in the United Kingdom following release of this announcement through the REX platform.

The Retail Offer is expected to close by 8.00 p.m. on 18 September 2024 but may close earlier at the discretion of the Company or if it is oversubscribed. Eligible shareholders should note that financial intermediaries may have earlier closing times. .

• AJ Bell
• Hargreaves Lansdown
• Interactive Investor

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Issue Price does not exceed £6,700,000 (being an approximate Sterling equivalent of €8,000,000).

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up and investors could get back less than the amount invested.

The Company's LEI is 2138004GX1VAUMH66L31.