18th Sep 2024 17:32
(Alliance News) - NewRiver REIT PLC is considering a potential cash-and-share offer of about GBP147 million for peer Capital & Regional PLC, the two companies announced on Wednesday.
Under the terms of the possible offer, the two said in a joint statement Capital & Regional shareholders will receive 31.25 pence in cash per share and 0.41946 new NewRiver shares.
Late in May, NewRiver first made a proposal to Growthpoint Properties Ltd about a potential takeover of Capital & Regional. Growthpoint owns 68% of Capital & Regional.
On the basis of the closing price per NewRiver share of 74.5 pence each on May 22, being the last business day before the offer period started, the possible offer implies a value of 62.5 pence per Capital & Regional share and about GBP147 million for the entire issued share capital of Capital & Regional.
This represents a premium of approximately 21% to the closing price of a Capital & Regional share of 51.5p on May 22. Capital & Regional has a market capitalisation of GBP142.6 million, and NewRiver's marker cap is GBP248.2 million.
Capital & Regional shareholders would receive about 98.5 million new NewRiver shares and would own around 21% of NewRiver, if the deal succeeds.
Shareholder of Capital & Regional would be entitled to receive and retain an interim dividend declared by Capital & Regional for the six months that ended June 30. Once Capital & Regional shareholders become NewRiver shareholders, they will be entitled to an interim dividend to be declared by NewRiver for the first six months ending September 30.
NewRiver said its board believes that there is a strong strategic, operational and financial rationale for the combination with Capital & Regional.
To fund the proposed Capital & Regional acquisition, NewRiver said a separate statement on Wednesday it seeks to raise about GBP73.4 million through the placing and retail offer.
It intends to issue up to 62.7 million new shares, representing up to 19.89% of its existing issued share capital. The placing is being conducted through an accelerated bookbuild process.
In addition to the placing, NewRiver plans a separate offer through the REX portal to existing retail shareholders in the UK only. The aggregate gross proceeds of the retail offer shall not exceed GBP6.7 million.
The news was announced after equity markets closed in the UK and South Africa.
Shares in Capital & Regional closed down 1.3% to 61.20 pence on Wednesday afternoon in London, while they remained flat at ZAR15.55 in Johannesburg. NewRiver shares ended the day down 0.4% to 79.50 pence in London.
By Artwell Dlamini, Alliance News reporter
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