Court Sanction Of Scheme Of Arrangement

On 13 November 2024, the Board of Capital & Regional plc ("Capital & Regional") announced the passing of resolutions, at a Court Meeting of Scheme Shareholders and the Capital & Regional General Meeting of Capital & Regional Shareholders held on the same date as the announcement, approving the recommended cash and share offer by NewRiver REIT plc ("NewRiver") for Capital & Regional (the "Combination", forming the "Combined Group") to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the terms of which are set out in the scheme document published on 21 October 2024 (the "Scheme Document").

The Board of Capital & Regional is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme in connection with the Combination.

The Scheme is conditional only on the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 10 December 2024.

The last day for dealings in, and for registration of transfers of, Capital & Regional Shares will be 9 December 2024, and the Scheme Record Time will be 6.00 p.m. London time (8.00 p.m. South African standard time) on 9 December 2024.

It is expected that the listing of and dealings in Capital & Regional Shares on the London Stock Exchange and JSE will be suspended from 7.30 a.m. London time and 9.00 a.m. South African standard time, respectively, on 10 December 2024, with the cancellation of admission to trading on the London Stock Exchange of the Capital & Regional Shares taking effect from 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024. It is expected that, subject to the Scheme becoming Effective on 10 December 2024, Admission of the New NewRiver Shares on the London Stock Exchange will occur at 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024.

General

Unless otherwise defined, all capitalised terms in this announcement ("Announcement") shall have the same meaning given to them in the Scheme Document, a copy of which is available on Capital & Regional's website at https://capreg.com/investor-info/possible-offer/.

Disclaimers

The Combination will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Johannesburg Stock Exchange and the FCA.

Information relating to Capital & Regional Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Capital & Regional Shareholders, persons with information rights and other relevant persons for the receipt of communications from Capital & Regional may be provided to NewRiver during the Offer Period as required by Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.