Proposed Issue of Equity

RNS Number : 0010K

Empiric Student Property PLC

04 July 2017

 

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

4 July 2017

Empiric Student Property Plc

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

PROPOSED ISSUE OF EQUITY

On 27 June 2017, the Board of Directors ("Board") of Empiric Student Property Plc (ticker: ESP) published a circular to shareholders seeking shareholder authority for, inter alia, the issue for cash of up to 140 million new ordinary shares ("Shares") in anticipation of a further issue of Shares.

The Board today confirms its intention to proceed with an issue of Shares to raise up to £150 million (before expenses) through a Placing, Open Offer and Offer for Subscription of, in aggregate, up to 137,614,678 Shares at an Issue Price of 109 pence per Share (the "Issue").

The Company expects to use the proceeds of the Issue to acquire further investments in line with its "2025 Plan" investment strategy, to fund specified capital investments in its existing assets and for general corporate purposes.

The Company has identified a strong near-term pipeline comprising a mix of operating properties and properties under development across multiple locations in the UK representing in aggregate approximately 3,500 beds. In particular, the Company is currently in advanced exclusive negotiations in relation to the acquisition of a portfolio of five attractive operating assets located in London comprising over 1,000 beds for an acquisition consideration (including existing debt) of approximately £112 million. The Directors consider that these investment opportunities are likely to be value-accretive to investors over the medium term.

Issue Highlights

·     The Issue Price represents a discount of 2.6 per cent. to the closing price of 113.5 pence per Share as at the close of business on 26 June 2017, net of the Q2 2017 dividend of 1.525 pence per Share described below and a premium of 2.6 per cent. to the unaudited basic estimated Net Asset Value per existing Share (107.75 pence as at 30 April 2017), net of the Q1 2017 interim dividend of 1.525 pence paid on 31 May 2017.

·     The new Shares will rank pari passu in all respects with the existing Shares, save in respect of the second interim dividend of 1.525 pence per Share declared today for the quarter ended 30 June 2017.

·     Under the Open Offer, up to an aggregate amount of 71,611,295 new Shares will be made available to Qualifying Shareholders at the Issue Price, pro rata to their holdings of existing Shares, on the basis of 1 New Share for every 7 existing Shares held on the Record Date.

·     The balance of new Shares to be made available under the Issue, together with new Shares not taken up pursuant to the Open Offer, will be made available for subscription under the Excess Application Facility, the Placing and the Offer for Subscription.

·     The Placing and Offer for Subscription are subject to scaling back at the discretion of the Directors. The Open Offer is not subject to scaling back in favour of the Placing or the Offer for Subscription.

·     The Issue is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting, Admission of the Shares occurring no later than 8.00 a.m. on 24 July 2017 (or such later time and/or date as the Company and Jefferies may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms. If these conditions are not met, the Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service.

·     Application will be made for the new Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities.

Dividends

The Company has today declared a dividend of 1.525 pence per Share for the quarter ended 30 June 2017 to Shareholders on the register on 21 July 2017. The dividend is expected to be paid on or around 1 August 2017.

The Company is targeting a dividend of 6.1 pence per Share for the year to 31 December 2017⁽¹⁾. It is anticipated the dividend will be substantially covered by Adjusted EPRA Earnings per Share for 2017 and going forward.

Note:

(1) The target dividend stated above is a target only and not a forecast. There can be no assurance that this target will be met and it should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on this target and any investment decision should be made exclusively on the basis of the Prospectus.

Prospectus

Further details of the Issue will be set out in a prospectus (the "Prospectus") which is expected to be available today on the Company's website at www.empiric.co.uk and can be inspected at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly 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.

Expected Timetable

Open Offer
Record date for entitlements under the Open Offer		5.00 p.m. on 30 June 2017
Open Offer Application Forms dispatched to Qualifying Non-CREST Shareholders		4 July 2017
Ex-entitlement date for the Open Offer		8.00 a.m. on 4 July 2017
Basic Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST Shareholders only)		As soon as practicable after 8.00 a.m. on 5 July 2017
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST		4.30 p.m. on 13 July 2017
Latest time and date for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST		3.00 p.m. on 14 July 2017
Latest time and date for splitting of Open Offer Application Forms (to satisfy bona fide market claims only)		3.00 p.m. on 17 July 2017
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)		11.00 a.m. on 19 July 2017
Placing and Offer for Subscription
Latest time and date for receipt of completed Application Forms and payment in full under the Offer of Subscription		11.00 a.m. on 19 July 2017
Latest time and date for receipt of placing commitments under the Placing		3.00 p.m. on 19 July 2017
Other key dates
Results of the Issue announced		8.00 a.m. on 20 July 2017
General Meeting		11.00 a.m. on 21 July 2017
Admission and crediting of CREST accounts in respect of the Issue		8.00 a.m. on 24 July 2017
Share certificates dispatched in respect of the Issue		week commencing 7 August 2017 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

The dealing codes for the Shares, the Basic Entitlements and the Excess CREST Open Offer Entitlements are as follows:

ISIN - Shares	GB00BLWDVR75
SEDOL - Shares	BLWDVR7
Ticker - Shares	ESP
ISIN - Basic Entitlements	GB00BF0P2476
SEDOL - Basic Entitlements	BF0P2476
ISIN - Excess CREST Open Offer Entitlements	GB00BF0P2583
SEDOL - Excess CREST Open Offer Entitlements	BF0P2583

For further information on the Company, please contact:

Empiric Student Property plc	(via Newgate below)
Paul Hadaway (Chief Executive)
Tim Attlee (Chief Investment Officer)
Lynne Fennah (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 David Watkins
Newgate (PR Adviser)	Tel: [phone]
James Benjamin	Em: [e-mail]
Lydia Thompson

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

Notes:

Empiric Student Property plc is a leading provider and operator of modern, direct-let, nominated or leased student accommodation across the UK. Investing in both operating and development assets, Empiric is a multi-niche student property company focused on, (i) providing good quality first year accommodation managed through its Hello Student® operating platform in partnership with universities, (ii) offering a variety of second and third year purpose built accommodation options for individual students and those wanting a group living environment, and (iii) continuing to expand the Group's existing premium, studio-led accommodation portfolio which is attractive to international and postgraduate students.

The Company, an internally managed real estate investment trust ("REIT") incorporated in England and Wales, 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. 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 this 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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