Announcement of FCA approval

On 24 September 2024, the boards of NewRiver REIT plc ("NewRiver") and Capital & Regional plc ("Capital & Regional") announced that they had reached agreement on the terms of a recommended cash and share offer by NewRiver for the entire issued and to be issued share capital of Capital & Regional (the "Combination") pursuant to Rule 2.7 of the Takeover Code (the "2.7 Announcement"), to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

As set out in Appendix 1 to the 2.7 Announcement, the Combination and proposed Scheme were subject to a number of Conditions, including receipt or deemed receipt of approval from the Financial Conduct Authority ("FCA") in respect of the proposed change in control of Capital & Regional Property Management Limited (an indirect, wholly-owned subsidiary of Capital & Regional), upon completion of the acquisition of Capital & Regional by NewRiver.

NewRiver and Capital & Regional are pleased to announce that the requisite approval has been received from the FCA.

It is expected that the Scheme Document containing, amongst other things, further information about the Combination and notices of the Capital & Regional Meetings, together with the Capital & Regional Forms of Proxy, and the Prospectus containing, amongst other things, further information on NewRiver and the Combined Group and notice of the NewRiver General Meeting, together with the NewRiver Form of Proxy, will be published within 28 days of the date of the 2.7 Announcement (or such later date as may be agreed by NewRiver and Capital & Regional with the consent of the Panel).

A further update regarding the other outstanding Conditions and envisaged timetable will be made as and when appropriate.

The Combination will be implemented solely pursuant to the terms of the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Combination, including details of how Capital & Regional Shareholders may vote, or procure the vote, in respect of the Combination.

NewRiver will prepare the Prospectus, containing information on the New NewRiver Shares and the Combined Group.

Capital & Regional and NewRiver urge Capital & Regional Shareholders to read the Scheme Document and the Prospectus carefully when they become available because they will contain important information in relation to the Combination, the New NewRiver Shares and the Combined Group.

NewRiver also urges NewRiver Shareholders to read the Prospectus carefully when it becomes available because it will contain important information in relation to the Combination, the New NewRiver Shares and the Combined Group.

Any decision in respect of, or other response to, the Combination should be made on the basis of the information contained in the Scheme Document and the Prospectus (or, in the event that the Combination is to be implemented by means of a Takeover Offer, the Offer Document) and the Prospectus.

Any vote in respect of resolutions to be proposed at the Capital & Regional Meetings or the NewRiver General Meeting, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document (or, if the Combination is implemented by way of a Takeover Offer, the Offer Document) and the Prospectus.

Disclaimers

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, joint global co-ordinator and joint bookrunner 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.