New Corporate Structure
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITIATION OR OFFER TO BUY ANY SECURITY, NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
11 July 2016
NewRiver Retail Limited
("NewRiver" or the "Company")
New Corporate Structure
NewRiver Retail Limited (AIM: NRR), the UK REIT specialising in value-creating retail property investment and active asset management, today announces proposals to change the corporate structure of the NewRiver group of companies (the "Group") by inserting a new English-incorporated parent company, NewRiver REIT plc ("NewRiver Holdco"), at the head of the Group, being a company that will retain our tax residency in the UK.
The NewRiver Board, after detailed consideration, believes the proposed new corporate structure is the most appropriate structure for the Group and, together with the move to the Main Market, would best support its long term strategy and growth prospects.
Reasons for the proposals
NewRiver was established in 2009, with a tax domicile in Guernsey, as a specialist real estate investor and asset manager. NewRiver was admitted to trading on AIM in September 2009. Subsequently, the management of the Group, and hence its tax residency, was transferred to the UK and, in 2010, NewRiver successfully entered the UK REIT regime, which requires it to retain its tax residency in the UK, but confers certain tax advantages on profits and gains from its UK property investments.
The Group's operations are focused exclusively on the UK. The location of the Group's existing ultimate holding company in Guernsey no longer corresponds with the Group's tax status and the location of its operations. The Board therefore believes that moving to a UK parent company will better align the Group with its UK tax jurisdiction and the geographic focus of its operations.
On 19 June 2015, NewRiver announced that it intended to move its listing to the Main Market and, subject to meeting eligibility criteria, for NewRiver Holdco's share capital to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange. The Board believes that the proposed move to the Main Market will put it on a par with similarly sized companies and afford it access to a wider institutional investor base in the UK and overseas through its eligibility for inclusion in certain indices following Admission. NewRiver's market capitalisation is now in excess of £650 million as at 8 July 2016.
Accordingly, the Board, after detailed consideration, therefore believes the proposed new corporate structure is the most appropriate structure for the Group and, together with the move to the Main Market, would best support its long term strategy and growth prospects.
Overview of these proposals
It is intended that this new corporate structure will be implemented by way of a Scheme of Arrangement under Part VIII of The Companies (Guernsey) Law, 2008, as amended (the "Scheme"). Under the Scheme, all issued ordinary shares in the capital of NewRiver at the relevant record time for the Scheme (the "Scheme Shares") will be cancelled on the date on which the Scheme becomes effective (the "Effective Date") by way of a reduction of capital. Following the cancellation of the Scheme Shares, NewRiver will issue a corresponding number of new ordinary shares (the "NewRiver New Ordinary Shares") to NewRiver Holdco, such that NewRiver Holdco will, as a result, hold all of the issued shares in the capital of NewRiver. NewRiver Holdco will, in turn, issue ordinary shares in the capital of NewRiver Holdco (the "NewRiver Holdco Shares") to former shareholders in NewRiver ("NewRiver Shareholders") on a one-for-one basis.
The Scheme will require the approval of NewRiver Shareholders at a meeting to be convened with the permission of the Royal Court of Guernsey (the "Court") (the "Court Meeting") and the passing of certain resolutions at a separate extraordinary general meeting of NewRiver Shareholders (the "Extraordinary General Meeting").
Details of, amongst other things, the reasons for the proposals set out in this announcement (including the Scheme, the Court Meeting and Extraordinary General Meeting) (the "Proposals") will be conveyed to shareholders through the posting of a circular to them containing, amongst other things, the Scheme and notices of the Court Meeting and Extraordinary General Meeting and through the release of further announcements, as appropriate.
The Scheme will not result in any material changes in the day-to-day conduct of the business of the Group, its strategy or its dividend policy. NewRiver Holdco will have the same board and management team as NewRiver on the date that the Scheme becomes effective. The implementation of the Scheme will not result in any material changes to corporate governance or existing investor protections which currently apply in relation to NewRiver Retail Limited and is also not expected to have any material impact on the Group's reported tax rate, or taxation paid.
On the Proposals, Paul Roy, the non-executive Chairman of NewRiver Retail Limited, said:
"We are pleased to propose the creation of a new corporate structure which better reflects our operational base and the location of our assets. Additionally, the change of name to NewRiver REIT plc is consistent with our core investment and development activities which extend beyond the foundations of retail only, to leisure, retail warehousing and public houses. This is an important step for the Company and also reflects our commitment to a strong corporate governance structure."
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NewRiver Retail Limited David Lockhart, Chief Executive Mark Davies, Finance Director
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Tel: 020 3328 5800 |
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Bell Pottinger David Rydell / David Bass / James Newman / Eve Kirmatzis
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Tel: 020 3772 2500 |
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Liberum Richard Crawley / Jamie Richards / Jonathan Wilkes-Green
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Tel: 020 3100 2000 |
About NewRiver
NewRiver Retail Limited is an AIM listed REIT. The Company is a specialist real estate investor, asset manager and developer focused solely on the UK retail sector. NewRiver Retail was named Property Company of the Year at the 2016 Property Week Awards.
The management team, with over 100 years combined experience in the UK commercial property market, actively engages with retailers, stakeholders and consumers. NewRiver Retail is one of the UK's largest shopping centre owner/managers with assets under management of £1.2 billion principally comprising 33 UK wide shopping centres, further nationwide retail assets and a portfolio of 358 pubs with retail and mixed-use extension opportunities. The portfolio totals over 7 million sq. ft. with over 1,840 occupiers, an annual footfall of 150 million and a retail occupancy rate of 97 per cent.
The Company's activities include active and entrepreneurial asset management and risk-controlled development, utilising both its own balance sheet and co-investment joint venture structures.
Founded in 2009, NewRiver has become the UK's leading retail-focused property investment business. The Company's shares were admitted to London's AIM in September of the same year. For more information on NewRiver, please visit www.nrr.co.uk
This information is provided by RNS
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