1st Sep 2009 07:00
Not for distribution, directly or indirectly,in whole or in part in or into the United States, Canada, Australia, Japan, the Republic ofIreland or South Africa or to US persons.
This announcement is not an admission document. Thisdocument does not constitute or form part of, and should not be construed as, anyoffer or invitation to sell or issue, or any solicitation of any offer to purchaseor subscribe for, any shares or warrants inthe Company or securities in any other entity nor shall it or any part of it northe fact of its distribution form the basis of, or be relied on in connection with,any contract or investment decision in relation thereto. This document does not constitutea recommendation regarding any securities.
Any investment decision must be made exclusivelyon the basis of the final admission document published by the Company and any supplementthereto (the 'Admission Document'). Any defined terms used in this announcementshall have the same meaning as defined in the Admission Document, unless otherwisedefined herein. Copies of the Admission Document will be available onthe Company website www.newriverretail.com and from the Company's registered office.
NewRiver Retail Limited (AIM: NRR) Raises £25 million
Admission to AIM and the CISX
Placing Price of 250 pence per OrdinaryShare
NewRiver Retail Limited ("NewRiver Retail"or the "Company"), the newly formed specialist commercial property investment andasset management company, today announces that it has successfully raised £25 million("Placing") at a price of 250 pence per Ordinary Share ("Share") ("Placing Price")subject, inter alia, to admission of the Shares to trading on AIM and the Daily OfficialList of the Channel Islands Stock Exchange, LBG ("CISX") ("Admission").
Admission is scheduled, and dealings are expected to commence, today at 8.00 am, 1 September 2009.
The Company has been established to take advantageof opportunities in the UK commercial property market, specifically targeting theretail sector, through active and entrepreneurial asset management and risk controlleddevelopment using both its own balance sheet capital and co-investment and jointventure structures.
DETAILS OF THE PLACING AND ADMISSION
The Company has raised gross proceeds of £25 million,subject to Admission to AIM andthe CISX
The Placing comprises 10 million shares at 250p per Share
At the Placing Price, the market capitalisation for NewRiver Retail uponAdmission will be £25 million
This initial fundraisingof £25 million represents seedcapital which will be used to acquire assets which fit within the Company's investment policy; takeforward joint venture discussions which are currently in progress andwhere appropriate enter into new co-investment or jointventure discussions with other parties; and finalise the recruitment of the core management team of NewRiver Capital Limited ("NRC"), NewRiver Retail's wholly-owned subsidiaryand property manager and adviser
Following this initial fundraising, NewRiverintends to raise further equity capital at a later date in order to accelerate its business plan and acquire assetsin accordance with the Company's investment policy
A total of £5.11m cash invested by certain directors of NewRiver Retail including Paul Roy and membersof the NRC ManagementTeam, includingDavid Lockhart and Allan Lockhart
The Shares are scheduled to be admitted to trading on AIM and to listingon the Daily Official List of the CISX under the symbol'NRR' at 08.00am today
OVERVIEW OF THE COMPANY AND MANAGEMENT TRACK RECORD
NewRiver Retail intends to exploit opportunitiesin the UK commercialreal estate market through active and entrepreneurial assetmanagement coupled with risk controlled development to create added value and deliverreturns for shareholders
The Company will bean active investor and intends to become one of the leading sector-focused value-creating property investment businesses operating in the UK retail sector
Experienced board of Directors,chaired by Paul Roy, a skilled advisory and management team led by DavidLockhart and Allan Lockhart who have a combined experience of more than 50 years in theUK commercial property market and a strong long-termtrack record established across both a variety of real estate ventures and a range of economic conditions
David Lockhart founded the real estate managementand development company Halladale Group plc in 1991, generating significant returns for shareholders through to its sale in 2007 for £171 million
David Lockhart, Director of NewRiver Retail andCEO of New River Capital, said:
"The Board is delighted to have raised this initial seedcapital from supportive institutional andother investors. Our team has a strong proven track record of creating shareholder value through exploiting opportunities in the UK commercial property market. We believe that the time is now right to capitalise on emerging opportunities, particularly in the retail sector. I am confident that NewRiver's specialist focus will create an innovativeand exciting platform from which to capitaliseon the opportunities that will arise from the next cyclein the property market."
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For further information:
The Admission Document is available,free of charge, from the Company's website at www.newriverretial.com and from the Company's registered office.
NewRiver Retail Ltd Tel:01481 725 540
Serena Tremlett
NewRiver Capital Tel: 020 3178 4579
David Lockhart
Allan Lockhart
Bell Pottinger Corporate & Financial Tel: 0207 861 3232
David Rydell
Rosanne Perry
BofA Merrill Lynch Tel: 0207 628 1000
(Bookrunner and Nominated Adviser)
Simon Fraser
David Church
George Close-Brooks
Kinmont (Financial Adviser) Tel: 0207 087 9100
Gavin Kelly
John O'Malley
NEWRIVER RETAIL LTD
1. NEWRIVER RETAIL'S BUSINESS AND OPPORTUNITY
NewRiver Retail has been established as a specialistreal estate investor and asset manager for the purposes of taking advantage of certainopportunities that the Directors believe the next cycle in the UK property market will present, with particular focus on the UK retail sector.
The Company will be advised on property matters(both investment and management) by NewRiver Capital, a recently incorporated vehiclewhich will become a wholly-owned subsidiary of the Company with effect from Admissionand which will be operated by a highly experienced management team, including DavidLockhart and Allan Lockhart. The NRC Management Team has a strong long-term trackrecord, established across both a variety of real estate ventures and across a rangeof economic conditions in the real estate sector. David Lockhart and Allan Lockhartwere both key members of the management team which successfully led Halladale Groupplc, a real estate management and development company previously traded on AIM untilits sale in 2007. More information in relation to David Lockhart's and Allan Lockhart'sexperience and track record is provided below.
The Directors believe that now is the righttime to establish a platform from which to invest in the next cycle of the propertymarket. The Company intends to create value through active and entrepreneurial assetmanagement and risk controlled development, utilising both its own balance sheetand co-investment and joint venture structures. The Company will be an active investorand intends to implement strategies to enhance the quality and value of the assetswhich it acquires and improve annual rental income. A key objective of NewRiver Retailis to become one of the leading sector-focused value-creating property investmentbusinesses operating in the UK retailsector.
The Directors believe that a quoted, capitalisedvehicle is appropriate for such an opportunity. The Company is therefore proceedingwith an initial fundraising of £25 million of seed capital, which it intends to useto: (i) seek to acquire assets which fit with the Company's investment policy; (ii)take forward joint venture discussions which are currently in progress and, whereappropriate, enter into joint venture or co-investment discussions with other parties;and (iii) finalise the recruitment of the core NRC Management Team.
Following the initial raising of seed capital,the Company intends to raise further equity capital at a later date in order to accelerateits business plan and acquire assets in accordance with the Company's investmentpolicy. Whilst any further equity fundraisings are anticipated to be for more thanthe initial fundraising of seed capital, there can be no guarantee that any furtherfundraising(s) will occur. If this is the case, the Directors believe that thereare a number of alternative opportunities the Company could pursue to further itsinvestment policy, including, in particular, joint ventures and other co-investmentstructures with third parties.
Based on current market conditions, the Directorsintend that the Group's level of borrowings will be between 50 per cent. and 65per cent. of the gross value of its real estate assets (as at the last publishedNAV valuation date). However, gearing will be governed by careful consideration ofboth the cost and availability of borrowing and the ability to mitigate the impactof interest rate rises. The Company's articles of incorporation do not contain anyborrowing limits.
2. MANAGEMENT EXPERIENCE AND TRACK RECORD
The Company will be advised on property matters(both investment and management) by its wholly-owned subsidiary, NewRiver Capital.NewRiver Capital has appointed a highly experienced management team, led by DavidLockhart and Allan Lockhart, who have been involved in the UK commercial propertymarket for over 30 years and 20 years respectively.
David Lockhart founded the real estate managementand development company, Halladale, in 1991. Halladale was a success as a publiccompany, generating significant returns for its shareholders from its admission toAIM in 2001 until it was sold in 2007.
Allan Lockhart, after 13 years advising majorproperty companies and institutions on retail investment and development at Strutt& Parker, joined Halladale in 2002 as Retail Director of its principal trading subsidiaryand was responsible for co-ordinating the acquisition and implementation of the assetmanagement strategies of over 20 shopping centres as well as acquiring and completingseveral profitable retail developments.
Halladale was admitted to trading on AIM inApril 2001 with a market capitalisation of approximately £10 million and was soldto Stockland Corporation in April 2007 for £171 million (having raised over £60 millionof additional equity and convertible unsecured loan capital during the interveningperiod). In share price terms, this resulted in a 440 per cent. Total ShareholderReturn for investors who held shares in Halladale from the time of its admissionto AIM until its sale, compared with Total Shareholder Returns on the FTSE All ShareReal Estate and FTSE All Share indices, respectively, of 175 per cent. and 44 percent. over the same period. This represented an out-performance of those indicesof 265 per cent. and 396 per cent., respectively, and an internal rate of returnof approximately 31 per cent. per annum. At the time of its admission to trading on AIM, Halladale's NNNAV per share was 63.7pence. The offer price paid by Stocklandwhen it acquired Halladale in 2007 was 225 pence per share. Over this time, Halladale'sportfolio of third party assetsunder management grew from approximately £116 million to approximately
£1.5 billion.
In the financial years from April 2002 to April2006, Halladale's profits before tax grew at a compound annual growth rate of 52.9per cent. (to £6.3 million) and dividends per share grew at a compound annual growthrate of 32 per cent. (to 3.8 pence).
3. INVESTMENT POLICY
In the context of the NRC Management Team'sexperience and the Directors' analysis of the opportunities currently available in UK realestate, NewRiver Retail will focus on retail sector investments in the United Kingdom. It intends to capitalise on the significant and rapid fall in capitalvalues in the retail sector by identifyingopportunities that the Directors expect to deliver added value and generate returnsfor Shareholders through capitaland rental income growth, active and entrepreneurial asset management, risk controlled development and refurbishmentopportunities and recycling of assets. Whilst the approach will be opportunistic, as a result of the NRC Management Team's extensivesector knowledge and the bespoke researchon which NewRiver Retail's business plan is based, the Company initially intendsto target opportunities whererental income is derived from tenants operating mainly in the value, aspirationaland food retailing sectors.This strategy would be accelerated should the Company raise further equity capital. The Directors believe that investmentsin these areas should be capable of achieving total geared returns of in excess of 15 per cent. per annum. Therecan, however, be no guarantee that the Company will achieve its target investment returns.
The Directors believe that the key attractionsof investing in the UK retailsector are as follows:
The sector has displayed good, longer term performancecharacteristics with the added benefit of lower volatility and a lower risk profile when compared with othersegments of UK real estate.
The retail sector is forecast to show positivegrowth from 2010 (source: CBRE).
The retail sector is large, accounting for 46per cent. of the IPD All Property index, thus providing liquidity in the longer term.
The occupational market is constantly evolvingand changing format, which plays to the skills of an experienced and well-organised team.
UK retail sales volumeshave proved to be very resilient in the current economic climate.
Given the geographical spread and growth ofmultiple retail tenants, strong relationships can be built with these tenants, providing the ability to roll-out value-creatingstrategies to different assets.
The Directors believe that this property cyclewill produce above average returns for those industry participants able to executefocused business plans through careful real estate asset selection, implementationof value-creating strategies and well-timed exits. Opportunism will continue to beimportant, but reliance on yield compression and financing structures may not beable to drive returns as it has done in the last 5 years. The Directors believe thatthe sector knowledge, expertise and active and entrepreneurial asset management skillsof the NewRiver Capital Management Team will place the Company in a strong position to exploit the opportunitiesin the UK retail sector.
Against this background, NewRiver Retail willadopt an opportunistic investment policy targeting shopping centres, retail parks, portfolio retail assets and vacant stores withsub-division potential and which will focus on:
The food sector within retail, where sales growthcontinues to be positive, retailers are keen to acquire space across a range of store formats and good tenant covenants areavailable.
Towns which are demographically balanced, withlower occupational costs and where there is limited competition from both out-of-town retailing and competing town centres,which should attract a broaderrange of retailers, thus leading to rental growth.
In addition, NewRiver Retail will also target,in locations with an under-provision of food retailing, the acquisition of shopping centres with a food retailer as an existinganchor tenant and shopping centres or other key property assets where, through the application of the NRC ManagementTeam's extensive sector experience,NewRiver Capital will seek to create opportunities to attract a major food retaileras an anchor tenant. In certaincases, NewRiver Retail may make investments using co-investment structures or withjoint venture partners.
It is the intention of the Directors to targetthe acquisition of asset lot sizes of £5 million to £50 million to produce a diversified portfolio for the Company in accordance withits investment policy. However, NewRiverRetail also plans to take advantage of any other investment opportunities which mayarise, including from forcedsales, debt restructuring and bank foreclosures, in lot sizes that may fall outsidethe above range or the coreinvestment strategy. Where NewRiver Retail identifies opportunities of a larger scale, it may choose to pursue these opportunitiesby investing through co-investment structures or with joint venture partners and it has already identified potential joint venturepartners in relation to potential investments,with whom it has commenced discussions. In particular, until the Company has completeda further fundraising or fundraisings,it may need to pursue opportunities through joint ventures or co-investment structures.
4. INVESTMENT MANAGEMENT AND NEWRIVER CAPITAL
The Company and NewRiver Capital entered intothe Property Management and Advisory Agreement on 26 August 2009. The Property Managementand Advisory Agreement is conditional upon Admission occurring.
As the Group's property manager and adviser,NewRiver Capital will have responsibility for:
reviewing and making recommendations in relationto the investment policy
sourcing and assisting with the acquisitionof properties that fall within the Company's investment policy;
implementing a comprehensive and focused activeand entrepreneurial asset management strategy to deliver added value for NewRiver Retail;
arranging senior and subordinated debt (if required)to optimise the capital structure and support the acquisition process;
advising in relation to the creation of a rangeof co-investment structures and sourcing joint venture partners as an alternative source of capital; and
sourcing work-out opportunities with banks andother major property owners seeking to reduce their exposure to UK commercialreal estate.
Once a potential opportunity has been identified,NewRiver Capital will carry out detailed due diligence and produce a business planwhich will analyse and include a risk and opportunity assessment in relation to:(i) rental streams; (ii) exit strategies; (iii) asset management; and (iv) externalfactors, such as ancillary income growth and risk controlled redevelopment. NewRiverCapital is subject to certain constraints in incurring costs associated with duediligence and will be required to seek prior approval from the Board for incurringcosts in the event that such costs are likely to exceed certain thres holds.
Where the Board has given express initial approvalfor an investment or this is not required under the terms of the Property Management and Advisory Agreement, then subject tothe overall supervision and approval ofthe Board, NewRiver Capital will negotiate the purchase, investment, joint ventureor other terms of the investmentwith the relevant counterparty. At the end of the due diligence and negotiation process,NewRiver Capital's investmentcommittee, using all of the information available to it, will decide whether to makea recommendation to the Boardin relation to the relevant investment opportunity and the Board will have the ultimate decision as to whether or notto proceed. If the Board then resolves to pursue an opportunity, it will notify NewRiver Capital accordingly.
NewRiver Capital has entered into an asset managementagreement with Sackville TCI Property (GP) Limited ("Sackville"), a member of the Scottish Widows group, dated28 April 2008 relating to the Bury StreetShopping Precinct in Abingdon, Oxfordshire (the "Abingdon Management Contract"),under which it is requiredto assist Sackville in maximising the internal rate of return of the property. Furtherinformation in relation tothe Abingdon Management Contract can be found in paragraph 6.7 of Part 9 of the Admission Document.
5. DIVIDEND POLICY
Subject to compliance with Section 304 of theLaw and the satisfaction of the solvency test set out therein (as described in more detail in paragraph 11 of Part 3 of the Admission Document), it is the intentionof the Directors to pay dividendson the basis of a progressive and sustainable dividend policy. There can, however,be no guarantee as to the amountof any dividend payable by the Company.
6. PLACING AND USE OF PROCEEDS
The Placing has raised £25 millionbefore expenses from institutional and other investors, as well as from certain Directors and members of the NRC Management Team whowill be investing approximately £5million in aggregate. Application has been made for the entire issued ordinary sharecapital of the Company to beadmitted to trading on AIM and to listing on the Daily Official List of the CISX.It is expected that Admissionwill become effective and dealings in the Ordinary Shares will commence on AIM and the CISX at 8.00 a.m. (London time) on 1 September 2009. The Directorsintend to use the funds from thePlacing to: (i) seek to acquire assets which fit with the Company's investment policy;(ii) take forward joint venturediscussions which are currently in progress and, where appropriate, enter into jointventure or co-investment discussionswith other parties; and (iii) finalise the recruitment of the core NRC Management
Team.
The net proceeds of the Placing will be deployedaccording to the investment policy.
Certain of the Directors and certain membersof the NRC Management Team who will be acquiring new Ordinary Shares pursuant to the Placing have undertaken, save in limitedcircumstances, not to dispose of anyof their Ordinary Shares for a period of one year following Admission.
In addition, the Company has agreed with MerrillLynch International not to issue or agree to issue any Ordinary Shares (or options over Ordinary Shares) for a period of 180days from Admission without Merrill LynchInternational's prior written consent (such consent not to be unreasonably withheldor delayed).
7. WARRANTS
Shareholders who subscribe for Ordinary Sharesin the Placing will receive Warrants to subscribe for Ordinary Shares representing3 per cent., in aggregate, of the Fully Diluted Share Capital (as set out in theAdmission Document). It is not currently intended that the Warrants will be admittedto trading on AIM, the CISX or any other stock exchange.*
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Important Notices
The publication of this announcement and thePlacing and sale of the Ordinary Shares and Warrants in certain jurisdictions may be restricted by law. No action has beenor will be taken by the Company, Merrill Lynch International or Kinmont to permita public offering of the Ordinary Shares or Warrants to permit the possession or distribution of this announcement (or anyother offering or publicity materials) in any jurisdiction where action for thatpurpose may be required. Accordingly, neither this announcement nor any advertisementor any other offering material may be distributed or published in any jurisdictionexcept under circumstances that will result in compliance with applicable laws andregulations. Persons into whose possession this announcement comes should informthemselves about and observe any such restrictions. Any failure to comply with theserestrictions could result in a violation of the laws of such jurisdictions. In particular,neither this announcement nor any copy of it may be taken,distributed or transmitted, nor may its contents be disclosed directly or indirectly, in or into the UnitedStates of America, its territories or possessions or to any US person (each a "US Person" as definedin Rule 902 of Regulation S under the Securities Act of 1933, as amended (the "Securities Act")). This announcement doesnot constitute an offer to sell or the solicitation of an offer to buy the OrdinaryShares or Warrants discussedherein. No public offer of the Ordinary Shares or Warrants is being made in the United States of America. In addition, the Company will not be registered under the US InvestmentCompany Act of 1940, as amended, and investors will not be entitled to the benefitsof such act. The Ordinary Shares and Warrants may not be offered, sold, pledged or otherwise transferred or deliveredwithin the United States orto, or for the account or benefit of, any US Person. In connection with the Placing, the Ordinary Shares andWarrants are being offered and sold only outside the UnitedStates to, and for the account or benefit of, non-US Persons in "offshore transactions"within the meaning of, and in reliance on the exemption from registration providedby, Regulation S under the Securities Act. Moreover, this announcement is not fordistribution in or into Australia, Canada, Japan, South Africa orthe Republic of Ireland. In particular, the Ordinary Shares and Warrants described in this announcement have not been and will notbe registered under the applicable securities laws of Australia,Canada, Japan, South Africa or the Republic of Ireland and,subject to certain exceptions, may not be offered or sold directly, or indirectly,in or into Australia, Canada, Japan, South Africa or theRepublic of Ireland, or to or for the account or benefitof any person resident in Australia, Canada, Japan, SouthAfrica or the Republic of Ireland.
In relation to the United Kingdom, this announcementis being distributed only to and is directed only at (a) persons who have professionalexperience in matters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended(the "Order"); (b) high networth companies, unincorporated associations and other bodies falling within Article49(2)(a) to (d) of the Order; and (c) other persons to whom it may otherwise lawfullybe communicated (all such persons together with qualified investors (as defined inthe Prospectus Directive (directive 2003/71/EC) (the "Prospectus Directive")) being referred to as "relevant persons"). Any person who is nota relevant person should not act or rely on this announcement or any of its contents.Any investment, or investment activity to which this announcement relates is availableonly in the United Kingdom torelevant persons and will be engaged in only with relevant persons. By receivingor accessing this announcement, you are deemed to warrant to the Company, MerrillLynch International and Kinmont that you fall within the categories of person describedabove.
This announcement is only directed to, and thePlacing is only directed at, persons in member states of the European Economic Area("EEA") who are "qualifiedinvestors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). This announcementmust not be acted on or relied upon in any member state of the EEA other than theUK, by persons who are not Qualified Investors. Any investment or investment activityto which this announcement relates is available, in any member state of the EEA otherthan the UK, only to QualifiedInvestors, and will be engaged in only with such persons. This announcement has beenprepared on the basis that all offers of Ordinary Shares will be made pursuant toany exemption under the Prospectus Directive, as implemented in member states ofthe EEA, from the requirement to produce a prospectus for offers of Ordinary Shares.Accordingly, any person making or intending to make any offer within the EEA of OrdinaryShares which are not the subject of the Placing contemplated in this announcementshould only do so in circumstances in which no obligation arises for the Company,Merrill Lynch International or Kinmont to produce a prospectus for such Placing.None of the Company, Merrill Lynch International or Kinmont has authorised, nor dothey authorise, the making of any offer of Ordinary Shares through any financialintermediary, other than offers made by Merrill Lynch International or Kinmont whichconstitute the final placement of Ordinary Shares contemplated in this announcement.
The Placing and the distribution of this announcementand other information in connection with the offer in certain jurisdictions may berestricted by law and persons into whose possession this announcement or any otherdocument or other information referred to herein comes should inform themselves aboutand observe any such restriction. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction.
This announcement includes information, statements,beliefs and opinions which are forward-looking, and which reflect current estimates,expectations and projections about future events. The information and opinions expressedin this document are provided as of the date of this document. Statements containingthe words "believe," "expect," "intend," "should," "seek," "anticipate,""will," "positioned," "project," "risk," "plan," "may," "estimate"or, in each case, their negative and words of similar meaning are forward-lookingstatements. By their nature, forward-looking statements involve a number of risks,uncertainties and assumptions that could cause actual results or events to differmaterially from those expressed or implied by the forward-looking statements. Theserisks, uncertainties and assumptions could adversely affect the outcome and financialeffects of the plans and events described herein. In addition, even if the outcomeand financial effects of the plans and events described herein are consistent withthe forward-looking statements contained in this announcement, those results or developmentsmay not be indicative of results or developments in subsequent periods.
Historical statements contained in this announcementregarding past trends or activities should not be taken as a representation thatsuch trends or activities will continue in the future. Prospective investors shouldnot place undue reliance on either forward-looking or historical statements, whichare based on the information available as of the date of this announcement. In thisregard, certain financial information contained herein has been extracted from, orbased upon, information available in the public domain and/or provided by the Companyand/or NRC. The Company does not undertake any obligation to update or revise anyforward-looking statements, whether as a result of new information, future eventsor otherwise. No statement in this announcement is intended to be nor may it be construedto be a profit forecast.
Persons receiving this announcement should notethat each of Merrill LynchInternational and Kinmont are regulated by the FinancialServices Authority and are acting exclusively for the Company and for no one elsein connection with the Placing and Admission. Merrill Lynch International and Kinmontwill not regard any other person (whether or not a recipient of this announcement)as their respective client and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Merrill Lynch Internationaland Kinmont respectively or for advising any other person on the contents of thisdocument or the Placing and Admission. Apart from the responsibilities and liabilities,if any, which may be imposed on Merrill Lynch International and Kinmont by the FinancialServices and Markets Act 2000or the regulatory regime established thereunder or under the regulatory regime ofany other jurisdiction where exclusion of liability under the relevant regulatoryregime would be illegal, void or unenforceable, neither Merrill Lynch Internationalnor Kinmont nor any of their respective affiliates accepts any responsibility whatsoeverfor the contents of this announcement or for any statement made or purported to bemade by it, or on its behalf, in connection with the Company, the Shares or the Placing.Merrill Lynch International and Kinmont and each of their respective affiliates,each accordingly disclaims all and any liability whether arising in tort, contractor otherwise (save as referred to above) which they might otherwise have in respectof this announcement or anysuch statement. No representation or warranty express or implied, is made by eitherMerrill Lynch International or Kinmont or any of their respective affiliates as tothe accuracy, completeness or sufficiency of the information set out in this announcement.
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