Scheme Of Arrangement Becomes Effective

Further to Capital & Regional plc's ("Capital & Regional") announcement on 6 December 2024 that the Court had sanctioned the Scheme, the Boards of Capital & Regional and NewRiver REIT plc ("NewRiver") are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become Effective in accordance with its terms. The entire issued ordinary share capital of Capital & Regional is therefore now owned by NewRiver.

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on the register of members of Capital & Regional at the Scheme Record Time, 6.00 p.m. London time (8.00 p.m. South African standard time) on 9 December 2024, will be entitled to receive 31.25 pence in cash and 0.41946 New NewRiver Shares for each Capital & Regional Share held by them at that time.

Admission of the Capital & Regional Shares to trading on the London Stock Exchange will be cancelled with effect from 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024. The listing of and dealings in Capital & Regional Shares on the JSE was suspended at 9.00 a.m. South African standard time) on 10 December 2024.

Applications have been made to the FCA and to the London Stock Exchange for 98,321,755 New NewRiver Shares to be admitted to the equity shares (commercial companies) category of the Official List and to trading on the Main Market, respectively. Admission of the New NewRiver Shares to the equity shares (commercial companies) category of the Official List and to trading on the Main Market is expected to take place at 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024.

As set out in the Scheme Document, New NewRiver Shares held in uncertificated form are expected to be credited to CREST accounts on or after 8.00 a.m. London time (10.00 a.m. South African standard time) on 11 December 2024 and NewRiver will procure the despatch of share certificates in respect of New NewRiver Shares held in certificated form within 14 days of the Effective Date, being today, 10 December 2024.

Cash Consideration Currency Exchange Rate

The cash component of the Combination Consideration payable to Capital & Regional Shareholders on the South African Register is required to be settled in South African Rand converted at the GBP/Rand Exchange Rate. Further to the indicative GBP/Rand Exchange Rate announced on 6 December 2024, the final GBP/Rand Exchange Rate, in respect of the cash component of the Combination Consideration to be paid to Capital & Regional Shareholders on the South African Register, will be ZAR22.250:GBP1.00, being the exchange spot rate obtained by or on behalf of NewRiver on 10 December 2024. Accordingly, each Capital & Regional Shareholder on the South African Register will receive 695.31250 ZAR cents per Scheme Share which will be payable by NewRiver on 13 December 2024.

The announcement of the GBP/Rand Exchange Rate and the cash consideration in ZAR cents payable per Capital & Regional Share in respect of the share component of the Combination Consideration will be published on a Regulatory Information Service and on SENS on 23 December 2024. The cash payment to Capital & Regional Shareholders on the South African Register in respect of the share component of the Combination Consideration will be made on 24 December 2024. Capital & Regional Shares will be delisted from the JSE with effect from the commencement of trading on 27 December 2024.

Director resignations

As the Scheme has now become Effective, David Hunter (Non-Executive Chairman), Laura Whyte (Non-Executive Senior Independent Director), Panico Theocharides (Non-Executive Director), Norbert Sasse (Non-Executive Director), Katie Wadey (Non-Executive Director) and Gerry Murphy (Non-Executive Director) have each resigned from the Capital & Regional Board with effect from today, 10 December 2024.

General

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document, a copy of which is available on the Capital & Regional website at https://capreg.com/investor-info/possible-offer/ and on the NewRiver website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

Disclaimers