Posting of Circular

RNS Number : 6311Y

NewRiver Retail Limited

28 January 2014

 



THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

NewRiver Retail Limited

("NewRiver" or the "Company")  

Posting of Circular

Declaration of Special Interim Dividend

On 24 January 2014, the Company announced that, following significant demand from new and existing investors, the aggregate size of the proposed placing of new ordinary shares (the "Placing Shares") in the Company at a placing price of 265 pence per Placing Share (the "Placing"), which was originally announced on 21 January 2014, had been increased to approximately £85 million.

The Company is today pleased to announce that a circular (the "Circular") and a form of proxy (the "Form of Proxy") in relation to an extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be convened in connection with the Placing have today been posted to shareholders. The Circular contains notice of the Extraordinary General Meeting, which is to be held at 10.00 a.m. on Tuesday 18 February 2014 at the offices of Bell Pottinger at 6th Floor, Holborn Gate, 330 High Holborn, London WC1V 7QD.

The ordinary and special resolutions to be considered at the Extraordinary General Meeting seek shareholder approval to grant to the directors of NewRiver the authority to allot the Placing Shares to be issued pursuant to the Placing and to dis-apply pre-emption rights in relation to the allotment and issue of the Placing Shares.

Copies of the Circular and the Form of Proxy are available on the Company's website (www.nrr.co.uk).

On 21 January 2014, the Company also announced its intention to pay a special interim dividend of 10 pence per Ordinary Share (the "Special Interim Dividend"). The Board of the Company also announces that it has formally resolved to pay the Special Interim Dividend conditional on the resolutions proposed at the Extraordinary General Meeting in relation to the Placing being passed. The Special Interim Dividend will not be payable in relation to the Placing Shares.

Subject to the resolutions proposed at the Extraordinary General Meeting in relation to the Placing being passed, the Special Interim Dividend will be paid on 28 March 2014 to shareholders on the Company's register of members as at 6.00 p.m. on 18 February 2014 and the ordinary shares in the capital of the Company will commence trading ex-dividend in relation to the Special Interim Dividend on 19 February 2014.

The Special Interim Dividend will be paid entirely as a Property Income Distribution ("PID"). PID dividends are paid, as required by REIT legislation, after deduction of withholding tax at the basic rate of income tax (currently 20 per cent.).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2014
Despatch of the Circular and Forms of Proxy	28 January
Latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments by shareholders for the Extraordinary General Meeting	10.00 a.m. on 14 February
Time and date of the Extraordinary General Meeting	10.00 a.m. on 18 February
Announcement of the results of the Extraordinary General Meeting and the Placing	18 February
Special Interim Dividend Record Date	6.00 p.m. on 18 February
Ex-dividend date in respect of the Special Interim Dividend	19 February
Admission effective and dealings commence in the Placing Shares on AIM	8.00 a.m. on 21 February
CREST stock accounts to be credited with the Placing Shares in uncertificated form	8.00 a.m. on 21 February
Despatch of definitive share certificates for the Placing Shares in certificated form	by 14 March
Payment date for Special Interim Dividend	28 March

Notes:

(1) A reference to a time in this announcement is to London time unless otherwise stated.

(2) The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and/or dates will be notified to investors.

For further information:

NewRiver Retail Limited  David Lockhart, Chief Executive Mark Davies, Finance Director	Tel: [phone]
Bell Pottinger David Rydell/Guy Scarborough/Charlotte Offredi	Tel: [phone]
Liberum (Nominated Adviser, Broker and Sole Bookrunner) Shane Le Prevost/Tim Graham/Simon Atkinson/Jamie Richards	Tel: [phone]
Kinmont Gavin Kelly/Mat Thackery	Tel: [phone]

The Company (defined above) is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission ("GFSC").

A registered closed-ended collective investment scheme is not permitted to be offered to the public in Guernsey directly but may be offered to regulated entities in Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. Ordinary Shares shall not be placed directly with the public in Guernsey.

Neither the GFSC nor the States of Guernsey Policy Council take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Liberum Capital Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Liberum Capital Limited, or for advising any other person on the arrangements described in this announcement.

Kinmont Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Kinmont Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Kinmont Limited, or for advising any other person on the arrangements described in this announcement.

Liberum Capital Limited and Kinmont Limited have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Liberum Capital Limited or Kinmont Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

No representation or warranty, express or implied, is made by Liberum Capital Limited or Kinmont Limited as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Liberum Capital Limited and Kinmont Limited do not assume any responsibility for its accuracy, completeness or verification and accordingly each disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

If you are in any doubt about the contents of this announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down.

No Ordinary Shares have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.

This announcement is only addressed to, and the Placing is only directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). This announcement must not be acted or relied upon in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available, in any member state of the EEA, only to Qualified Investors, and will be engaged in only with such persons. This announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the EEA of or for Ordinary Shares which are not the subject of the Placing contemplated in this announcement should only do so in circumstances in which no obligation arises for the Company or Liberum Capital Limited to produce a prospectus for such Placing. None of the Company or Liberum Capital Limited has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary, other than offers made by Liberum Capital Limited which constitute the final placement of Ordinary Shares contemplated in this announcement.

In the case of any Placing Shares being, or which will be, offered to a financial intermediary as that term is used and defined in section 86(7) of the Financial Services and Markets Act 2000, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it, or to be acquired by it, in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and Liberum Capital Limited has been obtained to each such proposed offer or resale. Each of the Company, Liberum Capital Limited and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.

The Placing Shares are being, or will be, offered (i) outside of the United States to persons who are not U.S. persons as defined in Rule 902(k) of Regulation S ("US Persons") in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "US Securities Act") ("Regulation S"); and (ii) in the United States to a limited number of "qualified institutional buyers" as defined in Rule 144A under the US Securities Act that are also "qualified purchasers" as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the "US Investment Company Act") and the related rules thereunder, in reliance on one or more exemptions from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws and under circumstances that will not require the Company to register under the US Investment Company Act.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Company has not been, and will not be, registered under the Investment Company Act, and investors will not be entitled to the benefits of the Investment Company Act.  Purchasers who are located in the United States or are US Persons will be requested to sign a US Investor's Representations Letter in which they, among other things, will commit to resell the Placing Shares only in an offshore transaction complying with Regulation S or to the Company or a subsidiary thereof.

None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has approved or disapproved of the Placing Shares nor has any such authority reviewed or passed upon the accuracy or adequacy of this announcement.  Any representation to the contrary is a criminal offence in the United States.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation. The distribution of this announcement and any accompanying announcements, and the offer of the Placing Shares may be restricted by law. Persons into whose possession this announcement and any accompanying announcements come must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, no announcement may be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or to any US person where to do so would breach any applicable law or regulation.

No public offering of the Placing Shares is being made in any jurisdiction. No action has been or will be taken by the Company, or Liberum Capital Limited that would permit the offer of the Placing Shares or possession or distribution of this announcement or any accompanying announcements in any jurisdiction where action for that purpose is required.

The Company may be a "passive foreign investment company" for U.S. federal income tax purposes (a "PFIC") for the current taxable year and future taxable years, which could result in adverse U.S. federal income tax consequences for a "United States person" (as defined for U.S. federal income tax purposes) that owns, or will own, Ordinary Shares.  A non-U.S. corporation, such as the Company, is considered to be a PFIC for any taxable year if either (i) at least 75 per cent. of its gross income for such year is passive income or (ii) at least 50 per cent. of the value of its average quarterly assets, generally determined based on the fair market value of its assets, during such year is attributable to assets that produce or are held for the production of passive income.  For purposes of these tests, passive income generally includes rents and royalties other than rents and royalties that are received from unrelated parties and are derived in the active conduct of a trade or business, dividends, interest, and gains from the sale or exchange of investment property.  If a non-U.S. corporation owns at least 25 per cent. by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of these tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income.  The Company has not undertaken any determination as to whether it has been a PFIC, currently is a PFIC or may become a PFIC in the future, and the Company currently does not intend to operate in a manner that avoids, or will avoid, its being a PFIC currently or in the future.  If the Company were a PFIC for any taxable year during which a United States person owns Ordinary Shares, various adverse U.S. federal income tax consequences could apply to such United States person, including increased U.S. federal income tax liabilities and reporting obligations.  Certain elections may be available to a United States person that may mitigate the adverse U.S. federal income tax consequences of the Company's being a PFIC.  United States persons should consult their own tax advisors about application of the PFIC rules to an investment in the Ordinary Shares.

 

END

 

 

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