NewRiver REIT plc Annual Report and Accounts 2021
23 June 2021
NewRiver REIT plc
("NewRiver" or the "Company")
Annual Report and Accounts and Annual General Meeting 2021
Proposed Capital Reduction and Amendment of Articles of Association
Annual Report and Accounts and Annual General Meeting 2021
NewRiver (LSE:NRR), a leading Real Estate Investment Trust specialising in buying, managing and developing essential retail and leisure assets throughout the UK, announces that its Annual Report and Accounts 2021, together with the Notice of Annual General Meeting 2021 ("AGM") (the "Notice"), have today been posted to shareholders and can be viewed and downloaded at the Company's website, https://www.nrr.co.uk. NewRiver's Environmental, Social and Governance Report 2021 can also be viewed and downloaded at the Company's website.
In accordance with Listing Rule 9.6.1, copies of these documents have been submitted to the National Storage Mechanism facility and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Company's AGM will be held on 27 July 2021 at 10.00 am at 16 Burlington Place, London W1S 2HX.
COVID-19 Update and Voting at the AGM
The Board is continuing to monitor developments relating to the outbreak of COVID-19, including the related public health guidance and legislation issued by the UK Government. We note that the UK Government has prepared a roadmap out of lockdown which would currently permit all legal limits on social contact possibly to be lifted from 19 July 2021. Accordingly, the Board hopes that, by the AGM date, restrictions will have been eased to a level that will allow it to welcome shareholders in person to the AGM. However, given the constantly evolving nature of the situation, should circumstances change before the date of the AGM such that it becomes clear that larger gatherings indoors will not be permissible, we may need to revise our position and may conclude that the interests of all our stakeholders would be best served by running the AGM as a closed meeting, with only director and/or employee shareholders permitted to attend in person in accordance with prevailing Government guidelines applicable at such time for quorum purposes. In such circumstances we would notify shareholders of any change to the AGM arrangements contained in the Notice by a Regulatory Information Service (as defined in the Financial Conduct Authority's Listing Rules) ("RIS") announcement as early as is possible before the date of the AGM. Any update or changes to the AGM arrangements contained in the Notice will also be posted on our website at https://www.nrr.co.uk.
If, due to any such change in circumstances, the AGM was to be held as a closed meeting, shareholders and any appointed proxies (other than the Chair of the AGM) may likely be unable to attend and vote at the AGM. It is therefore the Board's recommendation that shareholders appoint the Chair of the AGM as their proxy to represent them at the AGM.
The Board is keen to encourage and maintain engagement with the Company's shareholders and recognises that in the current climate either the situation can change or some shareholders may prefer not to attend the AGM in person. We are therefore pleased to be able to provide a facility for shareholders to follow the AGM remotely and submit questions to the Board on the business of the meeting. To join the meeting remotely shareholders will need to visit https://www.nrr.co.uk/investor-center/agm using their smartphone, tablet or computer. Shareholders will then be prompted to enter their unique 11 digit Investor Code (IVC) and pin to authenticate them as a shareholders. Further details can be found on our website.
We have also made provision for shareholders to submit questions in advance of the AGM. Questions should be emailed to info@nrr.co.uk by no later than 12:30 p.m. on 25 July 2021. If, due to UK Government guidance, the AGM is ultimately held as a closed meeting, we will publish answers to such questions, to the extent we consider appropriate, on our website. Please note that some questions may be grouped together. Questions can also be asked via the virtual meeting platform and any shareholder or appointed proxy attending the meeting is eligible to ask questions.
Proposed Capital Reduction and Expected Timetable of Principal Events
Shareholders will note that the Notice contains an additional special resolution concerning the proposed cancellation of the share premium account of the Company (the "Capital Reduction"). The Capital Reduction is conditional upon:
· the relevant special resolution in respect of the Capital Reduction (Resolution 18) having been passed by shareholders to approve the Capital Reduction;
· the confirmation of the Capital Reduction by the High Court of Justice in England and Wales (the "Court"); and
· a copy of the Court order and statement of capital having been delivered to the Registrar of Companies and registered by it.
The Capital Reduction does not affect the number of shares in issue or the nominal value per share. Nor does it affect the voting or dividend rights of any shareholder, or the rights of any shareholder on a return of capital.
Background to the Capital Reduction
A share premium account is an undistributable reserve and, accordingly, the purposes for which the Company can use it are restricted. The Capital Reduction aims to create additional distributable reserves for the Company by cancelling the amount standing to the credit of the share premium account and transferring it to the Company's profit and loss account. The realised profits thereby created would be applied to increase the accumulated profit on the Company's profit and loss account.
Whilst the Company currently has distributable reserves, there can be no assurance that that will continue to be the case in the future. In the absence of the Capital Reduction, the Company is reliant upon the receipt of dividends and other distributions from its operating subsidiaries and companies in which it has investments in order to give rise to the distributable reserves required to make dividend payments (and the receipt of such dividends and distributions cannot be guaranteed as the ability of the Company's subsidiaries and the companies in which it has investments to make them may itself be restricted).
The Capital Reduction would reduce the Company's reliance on the receipt of dividends and distributions from its operating subsidiaries and companies in which it has investments and increase its flexibility to pay dividends in accordance with its dividend policy, facilitate any prospective repurchase of shares and provide flexibility for any other general corporate purposes, subject to the financial performance of the Company. For clarity, the Company has not made any proposal or decision as to the use of any such realised profits should the Capital Reduction take place.
Procedure
The Company has authority to pursue a share Capital Reduction by virtue of Article 8 of the Company's Articles of Association (the "Articles"). Pursuant to its Articles and to the Act, in order to effect the Capital Reduction the Company requires: (i) the authority of its shareholders by the passing of a special resolution in the form of Resolution 18 at the AGM; and (ii) the confirmation of the Court, to which the Company will make an application if Resolution 18 is passed.
The Capital Reduction will take effect when the order of the Court confirming it and a statement of capital approved by the Court have been registered with the Registrar of Companies. Subject to Resolution 18 being passed, the Company will seek confirmation of the Capital Reduction in the Court as soon as practicable.
In order to approve the Capital Reduction, the Court will need to be satisfied that the interests of the Company's creditors (including prospective and contingent creditors) whose debts remain outstanding will not be prejudiced by the Capital Reduction. The Board has undertaken a thorough and extensive review of the Company's liabilities (including prospective and contingent liabilities) and considers that the Company will be able to satisfy the Court that, as at the date on which the Court order relating to the Capital Reduction and the statement of capital in respect of it have both been registered by the Registrar of Companies and the Capital Reduction therefore becomes effective, the Company's creditors will be sufficiently protected without requiring creditor consent or creditor protection measures.
The Board reserves the right (where necessary by application to the Court) to abandon, discontinue or adjourn any application to the Court for confirmation of the Capital Reduction, and hence the Capital Reduction itself, if the Board believes that the terms required to obtain confirmation are (or would be likely to be) unsatisfactory to the Company, or if as a result of a material unforeseen event the Board considers that to continue with the Capital Reduction is inappropriate or inadvisable.
Set out below is an expected timetable of principal events in respect of the Capital Reduction:
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Principal Events |
Time and Date |
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Publication of the Notice |
23 June 2021 |
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Latest time and date for receipt of forms of proxy or proxy instructions (including CREST Proxy Instructions) for the AGM |
10.00 a.m. on 23 July 2021 |
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AGM |
10.00 a.m. on 27 July 2021 |
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Expected date for the directions hearing for the Court to consider the application in respect of the capital reduction |
6 August 2021 |
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Expected date for the Court hearing to confirm the capital reduction |
24 August 2021 |
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Expected date that the Capital Reduction becomes effective |
25 August 2021 |
Notes
1. The times and dates set out in the above timetable that fall after the date of the AGM are based on the Company's current expectations and are subject to change. The times and dates are indicative only and will depend, among other things, on the date upon which the Court confirms the Capital Reduction and the time it takes for the Registrar of Companies to register it. The provisional final hearing date is subject to change and dependent on the Court's timetable.
2. The timetable assumes that there is no adjournment of the AGM. If the scheduled date for the AGM changes, the revised date and/or time will be notified to shareholders by an announcement made by the Company through a RIS.
3. All times shown are London times unless otherwise stated.
Proposed Amendments to the Articles
In light of the COVID-19 pandemic, the Board has evaluated formats of shareholder meetings permitted under the Company's Articles and has considered how it can ensure that any general meetings ("GMs") and, in particular, the Company's AGM can proceed (and proceed safely) in the future when circumstances arise, or government guidelines or any similar restrictions are in place, that impede on the ability to host a physical meeting. The Articles currently do not make specific reference to the use of meetings where members may choose to attend either in person or electronically (known as 'hybrid' shareholder meetings). Consequently, the Board wishes to make changes to the Articles, amongst other things, specifically to authorise the use of hybrid general meetings in the future if social distancing or similar measures are at any time in place, as well as the ability for the Directors to resolve to postpone a general meeting or move the place or places (including, for a combined physical and electronic general meeting, any electronic facility or facilities to be used) of a general meeting before the date on which it is to be held. There are also a number of less significant consequential and other minor clarificatory changes being proposed to the Articles. Accordingly, the Board has proposed an additional special resolution (Resolution 19) at the AGM to introduce relevant changes to the Articles. The principal proposed changes to the Articles are set out in Appendix 1 to the Notice. The proposed new Articles are also available to view in full on the Company's website.
Action to be Taken
NewRiver urges shareholders to read the Notice carefully because it contains important information in relation to the Capital Reduction, the proposed amendments to the Articles and the other resolutions to be proposed at the AGM.
Whilst as stated above the Board hopes that, by the AGM date, restrictions will have been eased to a level that will allow it to welcome shareholders in person to the AGM, given the evolving nature of the situation and the possibility for circumstances to change before the date of the AGM such that larger gatherings indoors are no longer permissible and the Board is forced to revise its position and run the AGM as a closed meeting, shareholders are requested to vote online via www.signalshares.com. If shareholders have not done so already, they will need to register their account using their Investor Code, which can be found on their share certificate. Alternatively, shareholders may request a paper form of proxy from the Company's Registrar, Link Group, and details of how to contact them are set out in the Notice. In order to vote online, shareholders will need to visit www.signalshares.com, search 'NewRiver REIT' and use their Investor Code to log in or register. Once shareholders have logged in, they can simply click the 'Vote Online Now' button and follow the procedure as instructed.
Votes should be cast no later than 10.00 a.m. on Friday, 23 July 2021. If a shareholder is a CREST member, it may submit its proxy electronically through CREST. Details of how to do so are set out in the Notes to the Notice. If a shareholder is an institutional investor, it may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please visit www.proxymity.io. Proxy appointments must be lodged by 10.00 a.m. on Friday, 23 July 2021 in order to be considered valid. Before a shareholder can appoint a proxy via this process it will need to have agreed to Proxymity's associated terms and conditions. It is important that shareholders read these carefully as they will be bound by them and they will govern the electronic appointment of shareholders' proxies.
Recommendation
The Board considers that the resolutions to be proposed at the AGM (including those relating to the Capital Reduction and the amendment of the Articles) are in the best interests of the Company and its shareholders as a whole and unanimously recommends that shareholders vote, or procure the vote, in favour of such resolutions, as the Directors intend to do, or procure to be done, in respect of their own beneficial holdings of ordinary shares in the capital of the Company.
For further information
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NewRiver REIT plc |
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+44 (0)20 3328 5800 |
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Emily Meara (Head of Investor Relations) Kerin Williams (Company Secretary) |
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About NewRiver
NewRiver REIT plc ('NewRiver') is a leading Real Estate Investment Trust specialising in buying, managing and developing essential retail and leisure assets throughout the UK.
Our £1.0 billion portfolio covers 9 million sq ft and comprises 33 community shopping centres, 19 conveniently located retail parks and 673 community pubs. We hand-picked our assets to deliberately focus on occupiers providing essential goods and services, and avoid structurally challenged sub-sectors such as department stores, mid-market fashion and casual dining. This focus, combined with our affordable rents and desirable locations, delivers sustainable and growing returns for our shareholders, while our active approach to asset management and inbuilt 2.6 million sq ft development pipeline provide further opportunities to extract value from our portfolio.
NewRiver has a Premium Listing on the Main Market of the London Stock Exchange (ticker: NRR). Visit www.nrr.co.uk for further information.
LEI Number: 2138004GX1VAUMH66L31
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