Proposed placing and acquisition
NewRiver Retail Limited ("NewRiver" or the "Company")
Proposed Placing to raise up to £75 million (the "Placing")
Acquisition of Remaining 90% of Shopping Centre Joint Venture from LVS Luxembourg IV Sarl ("LVS") for £71 million (the "Acquisition")
Declaration of Third Quarterly Dividend of 4.25 pence per Ordinary Share
Introduction
NewRiver Retail Limited (AIM: NRR), the UK REIT specialising in value-creating retail property investment and active asset management, is pleased to announce a proposed placing to raise up to £75 million to fund the Acquisition.
Placing
The Placing is being conducted by way of an accelerated bookbuild on the Company's behalf by Liberum. The bookbuild will open with immediate effect following this announcement. The timing of the closing of the bookbuild, pricing and allocations are at the discretion of the Company and Liberum. A further announcement will be made following closing of the placing book, confirming the final size of the Placing.
Liberum is acting as sole bookrunner and will be sole underwriter in relation to the Placing.
The Company has today entered into a placing agreement with Liberum (the "Placing Agreement") pursuant to which Liberum has agreed to use its reasonable endeavours to procure institutional and certain other investors (including certain existing shareholders) for the Placing Shares and, failing which, subject to final size and pricing of the Placing, to subscribe itself for the Placing Shares.
The Placing will not be structured as a rights issue or open offer and the Placing Shares will not be offered generally to shareholders on a pre-emptive basis. The Placing will be subject to certain resolutions being passed at an extraordinary general meeting of the Company (the "EGM") expected to be convened for on or about 8 January 2015.
In addition, the Placing is conditional, amongst other things, on:
· the passing of certain resolutions at the EGM and the waiver of pre-emption rights contained in the Company's articles of incorporation;
· the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to admission of the Placing Shares to trading on AIM ("Admission");
· the agreement relating to the Acquisition, inter alia, not having been terminated in accordance with its terms prior to Admission; and
· Admission becoming effective by 12 January 2015 (or such later date as the Company and Liberum may agree, being no later than 8.00 a.m. on 30 January 2015).
The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
Acquisition
The net proceeds of the Placing will be used to finance the acquisition from LVS, a subsidiary of Bravo (a fund advised or managed by Pacific Investment Management Company LLC), of the 90 per cent. of a joint venture (the "NewRiver Retail Property Unit Trust") not already owned by NewRiver for a cash consideration of £71 million. The underlying property portfolio comprises five shopping centres and a single high street asset which together have a net lettable area of approximately one million square feet across over 200 tenancies which have an average lease length outstanding of 7.2 years.Since NewRiver's acquisition of its initial 10 per cent. interest in 2012, the assets have performed well and have benefited from the Company's active asset management. Looking forward, the assets present a range of significant further opportunities to enhance value through asset management and risk-controlled development activities which are already being progressed by the Company. Whilst these opportunities are being pursued the portfolio will also continue to provide an attractive income return.
The acquisition is being made off market at the equivalent to a net initial yield of 7.75 per cent. on the acquisition price. The Acquisition is expected to be enhancing to NAV and EPS in the current financial year and beyond. Profit Before Tax for the year ended 31 December 2013 (audited) attributable to Unitholders of the NewRiver Property Unit Trust was £6.3 million (recurring) with £3.6 million of fair value adjustments, resulting in a total Profit Before Tax attributable to Unitholders for the year ended 31 December 2013 of £9.9 million.
The Acquisition is conditional, inter alia, upon the Placing being completed. The Placing is subject to the Agreement relating to the Acquisition becoming unconditional in all respects (save for any condition relating to the Placing Agreement) and to shareholder approval. A circular convening an EGM will be sent to Shareholders shortly.
Dividends
With effect from the financial year commencing 1 April 2014 the Company commenced the payment of quarterly dividends. Prior to today's announcement, two quarterly dividends of 4.25 pence per Ordinary Share have been announced. The first quarterly dividend was paid by the Company on 31 October 2014 whilst the second quarterly dividend is payable on 30 January 2015 to Shareholders on the register on 30 December 2014.
NewRiver is today announcing a third quarterly dividend for the current year of a further 4.25 pence per Ordinary Share, payable on 30 January 2015 to shareholders on the register on 5 January 2015. Ordinary Shares will be marked ex-dividend in respect of the third quarterly dividend on 2 January 2015.
The Placing Shares will not be entitled to receive the second or the third quarterly dividends but will rank pari passu in all other respects with the Ordinary Shares currently in issue and will have the right to receive all dividends and distributions declared in respect of the issued Ordinary Share capital of the Company after Admission.
As a REIT, NewRiver distributes at least 90 per cent of its recurring profits as dividends. The policy of quarterly dividends provides a source of regular income for Shareholders, thus improving their cashflow return profile.
The next quarterly dividend, which will be for the final quarter of the year ending 31 March 2015, is, in keeping with an ongoing policy where quarterly dividends will be announced around the relevant quarter end, expected to be announced before the end of March 2015 and payable by 30 April 2015.
David Lockhart, Chief Executive of NewRiver Retail, commented:
"NewRiver is delighted to announce the Placing and the Acquisition. This portfolio provides an attractive income stream on assets already known to the Company and will allow NewRiver to pursue a number of exciting value-enhancing asset management and risk controlled development opportunities. We are confident the Acquisition will add significant long term value and it is expected to be NAV and EPS enhancing in the current financial year and beyond. The commercial relationship with our joint venture partner, Bravo*, remains strong and both parties continue to pursue further joint venture opportunities, including through their 50:50 Bravo II joint venture."
*Bravo refers to a fund advised or managed by Pacific Investment Management Company LLC.