TIDMNRR
RNS Number : 9084C
NewRiver REIT PLC
23 June 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:
Principal Events Time and Date
Publication of the Notice 23 June 2021
Latest time and date for receipt 10.00 a.m. on 23 July 2021
of forms of proxy or proxy instructions
(including CREST Proxy Instructions)
for the AGM
AGM 10.00 a.m. on 27 July 2021
Expected date for the directions 6 August 2021
hearing for the Court to consider
the application in respect of
the capital reduction
Expected date for the Court hearing 24 August 2021
to confirm the capital reduction
Expected date that the Capital 25 August 2021
Reduction becomes effective
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
NewRiver REIT plc +44 (0)20 3328 5800
Emily Meara (Head of Investor
Relations)
Kerin Williams (Company Secretary)
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 GBP1.0 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACSBLGDLSXDDGBX
(END) Dow Jones Newswires
June 23, 2021 12:37 ET (16:37 GMT)
Newriver Reit (LSE:NRR)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Newriver Reit (LSE:NRR)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
