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GBP/Rand Exchange Rate in respect of the cash payment to Shareholders on the SA Register and Timetable update
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
LEI: 21380097W74N9OYF5Z25
ISIN: GB00BL6XZ716
("Capital & Regional" or "the Company" or "the Group")
ANNOUNCEMENT OF GBP/RAND EXCHANGE RATE IN RESPECT OF THE CASH PAYMENT TO BE MADE TO CAPITAL & REGIONAL
SHAREHOLDERS ON THE SOUTH AFRICAN REGISTER IN RESPECT OF THE SHARE COMPONENT OF THE COMBINATION
CONSIDERATION AND TIMETABLE UPDATE
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
12 December 2024
RECOMMENDED CASH AND SHARE ACQUISITION
of
CAPITAL & REGIONAL PLC
by
NEWRIVER REIT PLC
Announcement of GBP/Rand Exchange Rate in respect of the cash payment to be made to Capital & Regional
Shareholders on the South African Register in respect of the share component of the Combination
Consideration and timetable update
Further to Capital & Regional plc's ("Capital & Regional") announcement on
10 December 2024 that the Scheme to effect the Combination had become Effective in
accordance with its terms, NewRiver REIT plc ("NewRiver") announces that 1,573,372
NewRiver Shares have been sold on behalf of Capital & Regional Shareholders on the South
African Register at a price of 77.95p per share.
The share component of the Combination Consideration payable to Capital & Regional
Shareholders on the South African Register was required to be sold in the market within the
14 days of the Scheme becoming Effective and the proceeds distributed in South African Rand.
It is confirmed that the proceeds to which Capital & Regional Shareholders on the South African
Register are entitled as a consequence of such sale will be converted at the GBP/Rand Exchange
Rate of ZAR 22.78:GBP 1.00, being the exchange spot rate obtained by or on behalf of NewRiver
on 11 December 2024. Accordingly, each Capital & Regional Shareholder on the South African
Register will receive 1775.70100 ZAR cents per Scheme Share.
Capital & Regional previously announced on SENS on 10 December 2024 that the cash payment
to Capital & Regional Shareholders on the South African Register in respect of the share
component of the Combination Consideration would be made on 24 December 2024 (the "SA
Settlement Date"). It is noted that the SA Settlement Date will now be 17 December 2024.
Accordingly, Capital & Regional Shares will be delisted from the JSE with effect from the
commencement of trading on 18 December 2024 and not 27 December 2024 as was previously
announced by Capital & Regional on SENS on 11 December 2024.
General
Unless otherwise defined, all capitalised terms in this announcement shall have the same
meanings given to them in the circular to Capital & Regional shareholders relating to the
Scheme dated 21 October 2024, a copy of which is available on the NewRiver website at
https://www.nrr.co.uk/investors/possible-offer-for-capital-and-regional-plc/.
Enquiries
NewRiver and Capital & Regional
Allan Lockhart (Chief Executive) +44 20 3328 5800
Will Hobman (Chief Financial Officer)
Java Capital (JSE Sponsor to Capital & Regional)
Daniel Ross +27 (0)83 716 8665
Shivani Bhikha +27 (0)78 120 6931
Disclaimers
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.
Overseas Shareholders
This Announcement has been prepared in accordance with, and for the purpose of complying
with, the laws of England and Wales and the Code, and information disclosed may not be the
same as that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this Announcement in or into jurisdictions other than
the United Kingdom and South Africa may be restricted by law and therefore persons into whose
possession this Announcement comes who are not resident in the United Kingdom or South
Africa or who are subject to the laws of other jurisdictions should inform themselves about, and
observe, any applicable restrictions. Capital & Regional Shareholders who are in any doubt
regarding such matters should consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction.
JSE sponsor
Java Capital
Date: 12-12-2024 05:45:00
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