Notice of General Meeting
Summary by AI BETAClose X
NewRiver REIT plc
("NewRiver" or the "Company")
Proposed general authority for market purchases of own shares
and
Notice of General Meeting
NewRiver REIT plc ("NewRiver"), a leading Real Estate Investment Trust specialising in buying, managing and developing resilient retail assets throughout the UK, announces that it has today posted to shareholders a circular (the "Circular") containing a notice convening a general meeting of the Company to be held at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS at 4.00 p.m. on 24 February 2026 (the "General Meeting").
The General Meeting is being convened for the purpose of seeking general authority for the Company to make market purchases of its own ordinary shares ("Ordinary Shares"), limited to up to 10 per cent of the Company's issued ordinary share capital (the "Share Buyback Authority").
The Company has no current plans to commence any share buyback programme or otherwise to undertake any share buybacks, but the Directors consider that the Company should seek the Share Buyback Authority in order to give the Company the flexibility to be able to purchase its Ordinary Shares in the event that it may become appropriate to do so.
Reasons for the Share Buyback Authority
Following the completion of the Company's acquisition of Capital & Regional plc in December 2024, Growthpoint Properties Limited ("Growthpoint") became the Company's largest shareholder, holding approximately 14.2 per cent. of its issued share capital. In August 2025, when Growthpoint announced its intention to dispose of a minimum of approximately 47.7 million of the approximately 67.4 million shares held in NewRiver at 75 pence per share, the Company purchased, and subsequently cancelled, approximately 47.7 million shares, with the remainder of Growthpoint's holding purchased by new and existing shareholders, including the Company's Employee Benefit Trust. The purchase price represented a discount of 26 per cent. to March 2025 EPRA NTA per Ordinary Share and so the transaction was accretive to net tangible assets per Ordinary Share and UFFO per Ordinary Share. The purchase of Growthpoint's shareholding utilised all of the share buyback authority that had been granted to the Company at its Annual General Meeting on 31 July 2025, meaning that the Company currently has no scope for undertaking any further share buybacks until its next Annual General Meeting in the summer of 2026 when a resolution to grant the Company a new share buyback authority would be proposed.
In its half yearly report for the six months ended 30 September 2025, the Company announced an EPRA NTA per Ordinary Share of 104 pence. As at 2 February 2026, the Company's share price was 72 pence per Ordinary Share, representing a 30.8 per cent. discount to the reported EPRA NTA per Ordinary Share. While the Company has no current plans to commence any share buyback programme or otherwise to undertake any share buybacks, in light of the size of this discount and in line with normal corporate practice, the Directors consider that the Company should seek the Share Buyback Authority in order to give the Company the flexibility to be able to purchase its Ordinary Shares in the event that it may become appropriate to do so.
Pursuant to the resolution to be proposed at the General Meeting (the "Resolution"), which will be proposed as a special resolution, the Company will be given power to make purchases in the market of its own Ordinary Shares provided that (i) the maximum number of Ordinary Shares which may be purchased is 43,305,344, being approximately 10 per cent. of the Company's total issued share capital; (ii) the minimum price which may be paid for a share is one penny, being the nominal value of an Ordinary Share; and (iii) the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of (a) 105 per cent. of the average of the mid-market quotations for an Ordinary Share for the five Business Days immediately preceding the date on which any Ordinary Share is purchased or (b) the higher of the price of the last independent trade and the highest current bid on the trading venue where the purchase is carried out.
If the Resolution is passed, the Share Buyback Authority will expire on the date which is 15 months after the Resolution is passed or at the end of the Company's Annual General Meeting in 2026, whichever is the earlier.
The Directors consider it desirable and in the Company's interests for Shareholders to grant to the Company the Share Buyback Authority to enable it to purchase its own shares within the limits set out above. As stated above, the Directors have no current plans to utilise the Share Buyback Authority and, if granted, it would only be exercised if and when conditions are favourable, with a view to enhancing the EPRA NTA per Ordinary Share and UFFO per Ordinary Share of the Company.
A copy of the Circular containing the notice to convene the General Meeting, and instructions as to how shareholders may vote on the Resolution to be proposed at the General Meeting, will shortly be available on the Company's website at www.nrr.co.uk and on the National Storage Mechanism.
Save where otherwise defined in this announcement, capitalised terms and expressions used in this announcement have the meanings given to them in the Circular.
-Ends-
For further information
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NewRiver REIT plc |
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+44 (0)20 3328 5800 |
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Allan Lockhart (Chief Executive) Will Hobman (Chief Financial Officer) |
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FTI Consulting |
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+44 (0)20 3727 1000 |
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Dido Laurimore Eve Kirmatzis |
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About NewRiver
NewRiver REIT plc ("NewRiver") is a leading Real Estate Investment Trust specialising in buying, managing and developing resilient retail assets throughout the UK.
Following the completion of its acquisition of Capital & Regional in December 2024, NewRiver has a £0.8 billion UK wide portfolio covering 7.1 million sq ft, comprising 24 community shopping centres and 12 conveniently located retail parks occupied by tenants predominately focused on essential goods and services. In addition, we manage 19 shopping centres and 17 retail parks on behalf of Capital Partners, taking our total Assets Under Management to £2.3 billion. Our objective is to own and manage the most resilient retail portfolio in the UK, focused on retail parks, core shopping centres and regeneration opportunities to deliver long-term attractive recurring income returns and capital growth for our shareholders.
NewRiver is listed on the Equity Shares (Commercial Companies) category of 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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