NewRiver REIT plc has made a proposal to Growthpoint Properties Limited regarding a possible offer in cash and shares for the entire issued share capital of Capital & Regional. The Board of NewRiver believes that a combination with Capital & Regional would be significantly accretive to NewRiver's earnings and result in a pro-forma Loan to Value ("LTV") ratio that is broadly in-line with NewRiver's guidance. However, there is no certainty that any offer will be made, nor as to the terms of any such offer.

The Board of NewRiver has given significant consideration to the ways in which a combination of NewRiver and Capital & Regional could generate value for their respective shareholders. They believe that the acquisition of Capital & Regional would significantly accelerate NewRiver's growth ambitions, delivering significant value for both Capital & Regional and NewRiver shareholders while maintaining NewRiver's core operational expertise in retail real estate.

The combination is expected to unlock substantial cost synergies and deliver significant earnings accretion. NewRiver anticipates income growth opportunities through active asset management and expects the combination with Capital & Regional to enable the Combined Group to pay a materially higher, covered dividend. The Combined Group would have a retail-focused portfolio with a comparable yield profile, valued at approximately £920 million and assets under management of around £1.7 billion.

Any firm intention to make an offer would be contingent on securing the support of Growthpoint and the satisfaction or waiver of certain customary conditions, including completion of due diligence to the satisfaction of NewRiver. NewRiver would act with the necessary prudence to maintain its balance sheet strength and anticipates that its pro-forma LTV implied by a Possible Offer would remain broadly in-line with previous guidance.

NewRiver is required to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer by 20 June 2024. This deadline may be extended with the consent of the Panel on Takeovers and Mergers.