Proposed Issue of Equity

RNS Number : 8079F

Empiric Student Property PLC

25 February 2015

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN THE COMPANY OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS PUBLISHED BY THE COMPANY.

25 February 2015

Empiric Student Property plc

("Empiric" or the "Company" or, together with its subsidiaries, the "Group")

PROPOSED ISSUE OF EQUITY

The Board of Directors (the "Board") of Empiric Student Property plc (LSE: ESP) announces that it is seeking to raise a target amount of approximately £75 million (before expenses)⁽¹⁾ through an institutional placing (the "Placing") and offer for subscription (the "Offer for Subscription") of new ordinary shares ("New Shares") at a price of 102.5 pence per share ("Issue Price") (the "Issue"). 

An updated securities note and summary (the "Securities Note" and the "Summary") containing full details of the Issue is expected to be published later today.  The Securities Note and Summary, together with the registration document published on 30 October 2014, form the prospectus (the "Prospectus") in relation to the Issue which is being made pursuant to a share issuance programme of up to 300 million new Shares valid until 29 October 2015 (the "Share Issuance Programme").  The Issue will comprise a further tranche under the Share Issuance Programme, under which the Company has already issued 65,000,000 Shares through a placing and offer for subscription which closed in November 2014.

To date, the Company has invested (or committed) a total of approximately £144 million towards an operating portfolio of 14 high quality purpose-built student accommodation properties, as well as two forward funded projects and two joint venture development projects (the "Property Portfolio").  In aggregate, the Property Portfolio represents 1,645 beds.  The Group has also recently exchanged contracts on a site with planning permission for a 67 bed development for a cost of £825,000 in respect of which it is negotiating a forward funded arrangement. In addition, the Company expects to announce, by the end of February 2015, the conclusion of missives (equivalent to exchange of contracts under English law) on two further assets (one operating and one development asset), representing 226 beds and worth, in aggregate, approximately £24 million.  The Company will then have substantially fully deployed the net equity proceeds from the November 2014 fundraising as well as the Group's drawn down senior debt of £35.5 million.

In addition to the recent and pending acquisitions, the Company has a strong pipeline of, in aggregate, 12 properties (including a five building portfolio) under offer and in solicitors' hands comprising a mix of operating properties and properties under development amounting to approximately 1,040 beds and representing a total potential commitment of approximately £111 million. Subject to completion of negotiations and available financing, all of these assets are expected to be acquired by the end of the second quarter of 2015.

Furthermore, the Company is also in the advanced stages of negotiation in relation to an immediate pipeline comprising nine properties across multiple locations in the UK with an aggregate of more than 850 beds representing a total additional commitment of approximately £70m.

The net proceeds from the Issue will assist in funding the Group's acquisition pipeline.

Dividends

The Company has today declared a second interim dividend of 0.5 pence per Share in respect of the period from IPO on 30 June 2015 to 31 December 2014 payable on or around 18 March 2015 to Shareholders on the register on 6 March 2015. As a result, the Company will have paid a total of 2.0 pence per Share for the period as targeted at IPO.

The Company expects to pay dividends of at least 2 pence per Share for the first six months of 2015 and will target an annual dividend of at least 6 pence per Share for the financial year commencing 1 July 2015. Thereafter, dividends are expected to grow by not less than inflation ⁽²⁾. The Company's stated intention is to pay these dividends on a quarterly basis.  Shares subscribed pursuant to the Issue will rank in full for dividends payable for the first six months of 2015 and for any dividends declared thereafter.

Notes:

(1) The Directors have reserved the right, in consultation with Jefferies, to increase the size of the Issue up to a maximum of 100 million Shares if overall demand exceeds 75 million Shares, with any such increase being announced through a Regulatory Information Service.

(2) The target dividends stated above are targets only and not profit forecasts. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on these targets and any investment decision should be made exclusively on the basis of the Prospectus.

Expected Timetable

Placing and Offer for Subscription opens	25 February 2015
Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription	11.00 a.m. on 12 March 2015
Latest time and date for receipt of placing commitments under the Placing	3.00 p.m. on 12 March 2015
Announcement of the results of the Initial Issue	13 March 2015
Admission of the Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities	8.00 a.m. on 17 March 2015
Crediting of CREST stock accounts	17 March 2015
Share certificates despatched (where appropriate)	week commencing 30 March 2015 (or as soon as possible thereafter)

The dates and times specified in this announcement are subject to change without further notice. All references to times in this announcement are to London time unless otherwise stated. In particular, the Board may, with the prior approval of Jefferies and Akur, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

Dealing codes

Ticker	ESP
ISIN for the Ordinary Shares	GB00BLWDVR75
SEDOL for the Ordinary Shares	BLWDVR7

Further details of the Issue and the Share Issuance Programme will be set out in the Securities Note and Summary, which are expected to be published today and the Prospectus will be available today on the Company's website at www.espreit.co.uk.

Copies of the Securities Note and Summary will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Any defined terms used in this announcement are as set out in the Prospectus.

For further information on the Company, please contact:

Empiric Student Property plc	(via Newgate Communications)
Paul Hadaway (Chief Executive)
Tim Attlee (Chief Investment Officer)
Michael Enright (Chief Financial Officer)
Akur Limited (Joint Financial Adviser)	Tel: [phone]
Tom Frost
Anthony Richardson
Siobhan Sergeant
Jefferies International Limited (Sponsor, Joint Financial Adviser and Sole Global Coordinator and Bookrunner)	Tel: [phone]
Gary Gould
Stuart Klein
Alex Collins
Newgate (Financial PR)	Tel: [phone]
James Benjamin	Em: [e-mail]
Andre Hamlyn Lois Engstrand

Further information on Empiric can be found on the Company's website at www.espreit.co.uk.

Notes:

Empiric Student Property plc (incorporated in England & Wales) is an internally managed real estate investment trust ("REIT") investing in modern, premium student accommodation, with a focus on quality and with assets generally in prime central locations in top university cities and towns in the UK.  The Company listed on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in June 2014. 

IMPORTANT NOTICE

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, New Zealand or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable State securities laws. There will be no public offer of the Shares in the United States, Australia, Canada, South Africa, New Zealand or Japan.

The offer and sale of Shares referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

Jefferies and Akur are authorised and regulated by the Financial Conduct Authority. Each of Jefferies and Akur are acting exclusively for the Company and no-one else in connection with the Issue and the Share Issuance Programme.  They will not regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, Jefferies, Akur and any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Jefferies, Akur and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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