Capital & Regional (CR) M&A announcement summary

Deal rationale and strategic fit

• Combination creates a leading UK retail specialist with a £0.9bn portfolio, highly complementary assets, and a diversified tenant base, enhancing prospects for rental and capital growth.

• Strategic fit is supported by both boards and major shareholders, with irrevocable commitments covering 69% of Capital & Regional's shares.

• Enlarged group will focus on high-yielding, value-oriented assets and essential goods retailers, supporting strong income growth and value-add opportunities.

• Portfolio includes 47 assets, with a strong presence in shopping centres and retail parks, and a focus on strong local customer bases.

• The deal leverages operational synergies, aims to enhance market profile and index weightings, and is expected to deliver significant mid to high teens earnings per share accretion.

Financial terms and conditions

• Offer comprises 31.25p per share in cash and 0.41946 NewRiver shares per Capital & Regional share, valuing the target at £147 million.

• Cash portion (£73.4m) to be financed via equity placing and balance sheet cash, with £50 million from a recent equity raise.

• Capital & Regional shareholders will own 21% and NewRiver shareholders 79% of the combined group.

• C&R shareholders retain interim dividend rights and may receive additional dividends depending on timing.

Synergies and expected cost savings

• Annual recurring cost synergies of £6.2m expected, mainly from consolidation of management, support functions, and public company costs.

• Synergies to be fully realized within 12 months, at a one-off cost of £2.9m.

• Synergies represent 85% from management/admin and 15% from IT/operational infrastructure.

• Synergies drive mid to high teens UFFO per share accretion and support higher covered dividends.