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DLST - DE-LISTING AND CANCELLATION OF TRADING OF SHARES

Company: CAPITAL & REGIONAL PLC Date: 2024-12-11 Language: English Register to download
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RNS Number : 6609P

Capital & Regional plc

11 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

11 December 2024

RECOMMENDED CASH AND SHARE OFFER

by

NEWRIVER REIT PLC

for

CAPITAL & REGIONAL PLC

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

DE-LISTING AND CANCELLATION OF TRADING OF CAPITAL & REGIONAL SHARES

Further to the announcement made by the Boards of Capital & Regional plc ("Capital & Regional") and NewRiver REIT plc ("NewRiver") on 10 December 2024 that the Scheme has become Effective in accordance with its terms, Capital & Regional today announces that, following an application made by Capital & Regional, the Financial Conduct Authority has cancelled the listing of Capital & Regional Shares on the equity shares (commercial companies) category of the Official List and the London Stock Exchange has cancelled the trading of  Capital & Regional Shares on the Main Market, in each case with effect from 8.00 a.m. London time (10.00 a.m. South African standard time) today, 11 December 2024.

Capital & Regional Shares will be delisted from the JSE on 27 December 2024 following settlement of the cash consideration on 24 December 2024 payable to Capital & Regional Shareholders on the South African Register in respect of the share component of the Combination Consideration.

General

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document, a copy of which is available on the Capital & Regional website at https://capreg.com/investor-info/possible-offer/ and on the NewRiver website at https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.

Enquiries

|     |     |     |     |     |
| --- | --- | --- | --- | --- |
| Capital & Regional p lc |     |     |     |     |
| Stuart Wetherly<br><br>James Ryman |     | Via FTI Consulting |     |     |
| Deutsche Numis (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital & Regional) |     |     |     |     |
| Ben Stoop<br><br>Stuart Ord<br><br>Jack McLaren |     | +44 20 7260 1000 |     |     |
| Stifel (Joint Financial Adviser, Joint Rule 3 adviser and Joint Broker to Capital & Regional) |     |     |     |     |
| Mark Young<br><br>Nick Harland<br><br>Jonathan Wilkes-Green<br><br>Catriona Neville |     | +44 20 7710 7600 |     |     |
| Java Capital (JSE Sponsor to Capital & Regional) |     |     |     |     |
| Daniel Ross<br><br>Shivani Bhikha |     | +27 (0)83 716 8665<br><br>+27 (0)78 120 6931 |     |     |
| FTI Consulting (Communications Adviser to Capital & Regional) |     |     |     |     |
| Richard Sunderland<br><br>Bryn Woodward<br><br>Oliver Parsons |     | +44 20 3727 1000 |     |     |
| NewRiver REIT plc |     |     |     |     |
| Allan Lockhart (Chief Executive)<br><br>Will Hobman (Chief Financial Officer) | +44 20 3328 5800 |     |     |     |
| Jefferies International Limited (Lead Financial Adviser and Joint Corporate Broker to NewRiver) |     |     |     |     |
| Philip Noblet<br><br>Rishi Bhuchar<br><br>Ed Matthews<br><br>Andrew Morris<br><br>William Brown | +44 20 7029 8600 |     |     |     |
| Kinmont Limited (Joint Financial Adviser to NewRiver) |     |     |     |     |
| Gavin Kelly<br><br>Mat Thackery | +44 20 7087 9100 |     |     |     |
| Panmure Liberum Limited (Sole Sponsor and Joint Corporate Broker to NewRiver) |     |     |     |     |
| Jamie Richards<br><br>David Watkins<br><br>Amrit Mahbubani<br><br>Nikhil Varghese | +44 20 3100 2000 |     |     |     |
| Shore Capital Stockbrokers Limited (Joint Corporate Broker to NewRiver) |     |     |     |     |
| Mark Percy (Corporate Advisory)<br><br>James Thomas (Corporate Advisory)<br><br>Ben Canning (Corporate Broking)<br><br>Malachy McEntyre (Corporate Broking) | +44 20 7408 4090 |     |     |     |
| FTI Consulting (Communications Adviser to NewRiver) |     |     |     |     |
| Dido Laurimore<br><br>Giles Barrie | +44 20 3727 1000 |     |     |     |
|     |     |     |     |     |

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Capital & Regional in connection with the Combination.

Eversheds Sutherland (International) LLP is acting as legal adviser to NewRiver in connection with the Combination.

Capital & Regional is listed on the main market of the London Stock Exchange and has a secondary listing on the Johannesburg Stock Exchange.

Disclaimers

Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for  Capital & Regional  and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than  Capital & Regional  for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this Announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Deutsche Numis as to the contents of this document.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Capital & Regional and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to herein.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is authorised and regulated in South Africa by the JSE, which is licensed as a securities exchange and is regulated by the Financial Sector Conduct Authority and the Prudential Authority of South Africa, is acting as JSE sponsor exclusively for Capital & Regional and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to clients of Java Capital or for providing advice in relation to the contents of, or matters referred to in, this Announcement or any matter referred to herein. Neither Java Capital nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Java Capital in connection with this Announcement, any statement or other matter or arrangement referred to herein or otherwise.

Jefferies International Limited ("Jefferies"), Panmure Liberum Limited ("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital", and together with Jefferies and Panmure Liberum, the "Joint Brokers") are authorised and regulated by the FCA in the United Kingdom. Jefferies is acting as lead financial adviser, Panmure Liberum is acting as sole sponsor, and the Joint Brokers are each acting as joint broker exclusively for NewRiver and no one else in connection with the Combination and shall not be responsible to anyone other than NewRiver for providing the protections afforded to their clients, nor for providing advice in connection with the Combination or any matter referred to herein. None of the Joint Brokers nor any of their affiliates (nor any of them or their respective directors, officers, employees, representatives or agents) owe or accept any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of such Joint Broker in connection with the Combination, this Announcement, any statement contained herein or otherwise.

Kinmont Limited ("Kinmont"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for NewRiver and no one else in connection with the Combination and shall not be responsible to anyone other than NewRiver for providing the protections afforded to clients of Kinmont, nor for providing advice in connection with the Combination or any matter referred to herein. Neither Kinmont nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Kinmont in connection with the Combination, this Announcement, any statement contained herein or otherwise.

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