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NewRiver REIT plc (LSE:NRR) and Capital & Regional plc (LSE:CAL) have reached an agreement on the terms of a recommended cash and share offer for the acquisition of Capital & Regional by NewRiver. This transaction will form a combined group through a scheme of arrangement under the Companies Act, and it is valued at approximately £147 million.
Key Terms of the Deal:
- Capital & Regional Shareholders will receive:
- 31.25 pence in cash for each share.
- 0.41946 NewRiver shares for each share.
- The deal values each Capital & Regional share at 62.5 pence, which represents a premium of:
- 21% over the closing price of 51.5 pence on May 22, 2024.
- 21% over the three-month VWAP of 51.7 pence.
- 18% over the six-month VWAP of 53.0 pence.
Shareholder Impact:
- Capital & Regional shareholders will collectively own 21% of the combined company.
- They are entitled to a Capital & Regional interim dividend for the six-month period ending June 30, 2024, with a maximum amount of 2.85 pence per share, payable on September 27, 2024.
- Post-completion, shareholders will also receive an interim dividend from NewRiver, expected to be 3.0 pence per share for the period ending September 30, 2024.
Funding and Additional Considerations:
- NewRiver will fund the cash component from its existing resources, including proceeds from a recent placing that raised £48.9 million.
- Shareholders on Capital & Regional's South African register will receive cash payments in South African Rand due to the company's secondary listing on the JSE.
Transaction Significance:
This acquisition strengthens NewRiver's portfolio and represents a "significant transaction" under UK Listing Rules, marking a strategic move for both companies.
