POSTING OF CIRCULAR AND CONVENING OF EGM
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
NEWRIVER RETAIL LIMITED
POSTING OF CIRCULAR AND CONVENING OF EXTRAORDINARY GENERAL MEETING
On 10 December 2015, NewRiver announced that a total of 46,153,846 new ordinary shares of no par value ("Ordinary Shares") in the Company (the "Placing Shares") had been conditionally placed by Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt") at a price of 325 pence per Placing Share, raising gross proceeds of approximately £150 million (the "Placing").
The Company is 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 the notice of the Extraordinary General Meeting, which is to be held at 10:00 a.m. on 8 January 2016 at the offices of Eversheds LLP, One Wood Street, London, EC2V 7WS.
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 the authority to dis-apply pre-emption rights in relation to the allotment and issue of the Placing Shares.
The Placing is conditional on the passing of the resolutions at the Extraordinary General Meeting.
Copies of the Circular and the Form of Proxy are available on the Company's website (www.nrr.co.uk).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Event |
Date |
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Dispatch of the Shareholder Circular and forms of proxy
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15 December 2015
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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 6 January 2016 |
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Time and date of the Extraordinary General Meeting |
10.00 a.m. on 8 January 2016 |
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Announcement of the results of the Extraordinary General Meeting |
8 January 2016 |
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Admission effective and dealings commence in the Placing Shares on AIM |
8.00 a.m. on 11 January 2016 |
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CREST stock accounts to be credited with the Placing Shares Dispatch of definitive share certificates for the Placing Shares in certificated form by |
8.00 a.m. on 11 January 2016
18 January 2016 |
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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:
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Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, joint broker and joint bookrunner to the Company in connection with the Placing. Persons receiving this announcement should note that Liberum will not be responsible to anyone other than the Company for providing the protections afforded to customers of Liberum, or for advising any other person on the arrangements described in this announcement.
Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker and joint bookrunner to the Company in connection with the Placing. Persons receiving this announcement should note that Peel Hunt will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt, 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, Peel Hunt and Kinmont Limited have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Liberum, Peel Hunt 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, Peel Hunt 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, Peel Hunt 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.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements" including, without limitation, those regarding NewRiver's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends. These statements can be identified by the use of forward-looking terminology, including statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "estimates", "intends", "plans", "projects", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof. These forward-looking statements include all statements that are not matters of historical fact. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Directors' and/or the Company's intentions, beliefs or current expectations concerning, among other things, NewRiver's results of operations, financial position, prospects, growth, strategies and the industry in which it operates.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond NewRiver's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from the results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are not guarantees of future performance and are based on numerous assumptions regarding NewRiver's net asset value, present and future business strategies and income flows and the environment in which NewRiver will operate in the future. In addition, even if the results of operations, financial position and the development of the markets and industry in which NewRiver operates in any given period are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by forward-looking statements contained in this announcement, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, regulatory activity, currency fluctuations, changes in business strategy, political and economic uncertainty and other factors.
Any forward-looking statements speak only as of the date of this announcement. Subject to the requirements of AIM and the AIM Rules for Companies (and/or any other applicable regulatory requirements) or applicable law, each of the Company, the Directors, Liberum, Peel Hunt and Kinmont Limited expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances after the date of this announcement on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
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, Liberum or Peel Hunt to produce a prospectus for such Placing. None of the Company, Liberum or Peel Hunt has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary, other than offers made by Liberum or Peel Hunt 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, Liberum and Peel Hunt has been obtained to each such proposed offer or resale. Each of the Company, Liberum, Peel Hunt 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").
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.
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, New Zealand 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, Liberum or Peel Hunt 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.
This information is provided by RNS
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