The Board of NewRiver REIT plc (LSE:NRR) notes the recent announcement by Capital & Regional Plc (LSE:CAL) and confirms that it has made a proposal to Growthpoint Properties Limited (JSE:GRT)("Growthpoint") which holds 68.1% of the issued share capital of Capital & Regional in regard to a possible offer in cash and shares for the entire issued, and to be issued, share capital of Capital & Regional (the "Possible Offer"). NewRiver also confirms that it has not communicated that proposal to Capital & Regional. It is intended that this would occur if Growthpoint confirms that it would be prepared to support the terms of that Possible Offer.

The Board of NewRiver of course recognises that the Board of Capital & Regional must make its own fair and reasonable assessment of the Possible Offer in the event that NewRiver makes the proposal to Capital & Regional. The Board of NewRiver believes that a combination with Capital & Regional, on the terms of the Possible Offer proposed to Growthpoint, 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. There can be 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 our respective shareholders. NewRiver's Board believes that, provided sensible terms for a transaction can be agreed, the acquisition of Capital & Regional would significantly accelerate NewRiver's growth ambitions, whilst delivering significant value for both Capital & Regional and NewRiver shareholders and also maintaining NewRiver's core operational expertise in retail real estate. Any firm intention to make an offer under Rule 2.7 of The City Code on Takeovers and Mergers (the "Code"), 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.

The Board of NewRiver further confirms that in formulating a Possible Offer, it would act with the necessary prudence to maintain NewRiver's balance sheet strength. As stated above, the Board of NewRiver anticipates that NewRiver's pro-forma LTV implied by a Possible Offer would remain broadly in-line with previous guidance. As required by Rule 2.6(a) of the Code, NewRiver is required, by not later than 5.00 p.m. on 20 June 2024, either 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, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline may be extended with the consent of the Panel on Takeovers and Mergers ("Takeover Panel") in accordance with Rule 2.6(c) of the Code. For the purposes of Rule 2.5(a) of the Code, NewRiver reserves the right to vary the form and mix of the consideration and/or to introduce other forms of consideration. A further announcement will be made if and when appropriate.

There can be no certainty any offer will be made, even if the pre-conditions are satisfied or waived, nor as to the terms of any offer.