Results of Placing and REX Retail Offer

Further to the announcement on 18 September 2024 relating to the launch of a cash placing to institutional and certain other investors (the "Placing"), NewRiver is pleased to announce the results of the Placing and the separate offer to existing retail shareholders via the REX portal (the "REX Retail Offer").

Placing

A total of 62,288,618 new ordinary shares of one pence each in the Company (the "Placing Shares") representing approximately 19.75 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares and the REX Retail Offer Shares (as defined below)) have been placed at a price of 80 pence per Placing Share (the "Placing Price") raising proceeds of approximately £49.8 million (before expenses).

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.

REX Retail Offer

In addition, a total of 448,582 new ordinary shares of one pence each in the Company (the "REX Retail Offer Shares") representing approximately 0.14 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares and the Placing Shares) have been placed at the Placing Price raising proceeds of approximately £0.4 million (before expenses).

Total gross proceeds from the Placing and the REX Retail Offer are therefore approximately £50.2 million (before expenses). In addition, as described further below, certain directors of the Company have subscribed for ordinary shares at the Placing Price.

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

Admission

Applications have been made for admission of the Placing Shares and the REX Retail Offer 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 ("LSE") (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 23 September 2024, at which time dealings in the Placing Shares and the REX Retail Offer Shares will commence.

The Placing and the REX Retail Offer are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Banks becoming unconditional and not being terminated in accordance with its terms.

Total voting rights

The Company's existing issued share capital consists of 315,439,468 Ordinary Shares of one pence each with voting rights, of which 3,109,959 ordinary shares are held in the Employee Benefit Trust.

Following Admission, the Company will have 378,176,668 Ordinary Shares in issue. There are no Ordinary Shares held in treasury.

Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 375,066,709. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

Allan Lockhart, Chief Executive Officer of NewRiver, commented:

"This successful placing to support our proposed offer for Capital & Regional further underpins our belief in the strategic rationale for the transaction. We would like to thank our investors for their support during this fundraising process, which we believe will contribute to the future growth and success of NewRiver."

Director, senior management and persons discharging managerial responsibilities ("PDMRs") subscriptions

Certain directors, senior management and PDMRs of the Company have subscribed for 484,748 Placing Shares, in aggregate, at the Placing Price, as follows:

Capitalised terms used but not defined in this announcement (the "Announcement") shall have the meanings given to them in the announcements relating to the launch of the Placing and the REX Retail Offer released on 18 September 2024.

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 ("EU MAR") as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). This Announcement has been authorised for release by the Board of Directors of NewRiver.

Pre-Emption Group Reporting

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.