お知らせ • Dec 12
NewRiver REIT plc (LSE:NRR) completed the acquisition of Capital & Regional Plc (LSE:CAL) from Growthpoint Properties Limited (JSE:GRT) and others.
NewRiver REIT plc (LSE:NRR) made an preliminary expression of interest to acquire Capital & Regional Plc (LSE:CAL) from Growthpoint Properties Limited (JSE:GRT) and others for approximately £140 million on May 23, 2024. NewRiver REIT plc (LSE:NRR) have reached agreement to acquire Capital & Regional Plc (LSE:CAL) from Growthpoint Properties Limited (JSE:GRT) and others on September 24, 2024. As per the terms of considerations £0.3125 per share will be paid in cash and 0.41946 New NewRiver Shares. Under the terms of the Combination, Capital & Regional Shareholders will, in aggregate, receive approximately 98,527,475 New NewRiver Shares and, immediately following completion of the Combination, will own approximately 21 per cent. of the issued ordinary share capital of NewRiver. The Combination is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act and the terms of the Combination imply a value of 62.5 pence per Capital & Regional Share and approximately £147 million for the entire issued, and to be issued, ordinary share capital of Capital & Regional. Under the terms of the Combination, the Scheme will be put to Scheme Shareholders at the Court Meeting, the Capital & Regional Resolution(s) will be put to Capital & Regional Shareholders at the Capital & Regional General Meeting and the NewRiver Resolution(s) (including the NewRiver Combination Resolution(s) will be put to NewRiver Shareholders at the NewRiver General Meeting. The Combination is conditional upon the resolutions to be put to Scheme Shareholders at the Court Meeting, Capital & Regional Shareholders at the Capital & Regional General Meeting and the NewRiver Combination Resolution(s) to NewRiver Shareholders at the NewRiver General Meeting, in each case, being passed by the requisite majorities. The Combination is not conditional upon the NewRiver Additional Resolutions being passed by the requisite majorities at the NewRiver General Meeting. NewRiver has made a proposal to Growthpoint Properties which holds 68.1% of the issued share capital of Capital & Regional in regard to a possible offer in cash and shares for the entire issued, and to be issued, share capital of Capital & Regional. In accordance with Rule 2.6(a) of the Code, NewRiver was required, by no later than on June 20, 2024 (the "PUSU Deadline"), to either announce a firm intention to make an offer for Capital & Regional. Upon completion, Lawrence Hutchings, the CEO of Capital & Regional will leave the business. As of June 20, 2024, the revised PUSU Deadline is July 18, 2024, to either announce a firm intention to make an offer for Capital & Regional. As of July 18, 2024, the revised PUSU Deadline is August 15, 2024, to either announce a firm intention to make an offer for Capital & Regional. As of August 15, 2024, the revised PUSU Deadline is September 12, 2024. As of September 12, 2024, To allow the discussions with NewRiver to continue, the Board of Capital & Regional has requested, and the Panel on Takeovers and Mergers has consented to, an extension to the date by which NewRiver is required to either announce a firm intention to make an offer for the Company or announce that it does not intend to make an offer on September 26, 2024. The Financial Conduct Authority has approved the transaction.
It is intended that the Combination will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act although NewRiver reserves the right to effect the Combination by way of a Takeover Offer, subject to the consent of the Panel. The transaction is subject to court approval, regulatory and shareholder approval. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, whether in person or by proxy, representing 75% or more in value of the Scheme Shares held by those Scheme Shareholders. As of November 13, 2024, Capital & Regional PLC and NewRiver REIT PLC shareholders have approved a proposed deal. On December 6, 2024, the Court has issued the Order sanctioning the Scheme. 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 December 10, 2024.
Numis Securities Limited and Stifel Nicolaus Europe Limited acted as financial advisors for Capital & Regional Plc. Kinmont Limited and Jefferies International Limited acted as financial advisors for NewRiver REIT plc.
NewRiver REIT plc (LSE:NRR) completed the acquisition of Capital & Regional Plc (LSE:CAL) from Growthpoint Properties Limited (JSE:GRT) and others on December 10, 2024. Admission of the Capital & Regional Shares to trading on the London Stock Exchange will be cancelled with effect on December 11, 2024. As the Scheme has now become Effective, David Hunter, Laura Whyte, Panico Theocharides, Norbert Sasse , Katie Wadey and Gerry Murphy have each resigned from the Capital & Regional Board with effect from today, December 10, 2024. As of December 11, 2024 Financial Conduct Authority has cancelled the listing of Capital & Regional Shares on the equity shares category of the Official List and the London Stock Exchange has cancelled the trading of Capital & Regional Shares on the Main Market. Capital & Regional Shares will be delisted from the JSE on December 27, 2024 following settlement of the cash consideration on December 24, 2024 payable to Capital & Regional Shareholders on the South African Register in respect of the share component of the Combination Consideration.