Empiric Student Prop - Results of Placing and RetailBook Offer
17/10/2024 07:00
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RNS Number : 5102I Empiric Student Property PLC 17 October 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
17 October 2024
Empiric Student Property plc
("Empiric" or the "Company" or, together with its subsidiaries, the "Group")
Results of Placing and RetailBook Offer
Further to the announcement on 16 October 2024 relating to the launch of a
cash placing to institutional and certain other investors (the "Placing"),
Empiric is pleased to announce the results of the Placing and the separate
offer to existing retail shareholders via the RetailBook Platform (the
"RetailBook Offer"), which have raised aggregate gross proceeds of
approximately £56.1 million.
Placing
A total of 59,686,950 new Ordinary Shares (the "Placing Shares") representing
approximately 9.9 per cent. of the Company's existing issued Ordinary Share
capital have been placed at a price of 93 pence per Placing Share (the
"Placing Price") raising proceeds of approximately £55.5 million (before
expenses). Certain directors of the Company have subscribed for new Ordinary
Shares at the Placing Price.
Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel
Hunt") (together, the "Bookrunners") are acting as joint global co-ordinators
and joint bookrunners in connection with the Placing.
RetailBook Offer
In addition, a total of 663,714 new Ordinary Shares (the "RetailBook Offer
Shares") representing approximately 0.1 per cent. of the Company's existing
issued Ordinary Shares have been placed at the Placing Price raising proceeds
of approximately £0.6 million (before expenses).
The Offer Shares, when issued, will be fully paid and will rank pari
passu in all respects with each other and with the existing Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of their issue.
Admission
Applications have been made for admission of the Offer Shares to the Equity
Shares (Commercial Companies) category of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the main market for listed
securities of the London Stock Exchange plc ("LSE") (together,
"Admission"). It is expected that Admission will take place at 8.00
a.m. on 21 October 2024, at which time dealings in the Offer Shares will
commence.
The Placing and the RetailBook Offer are conditional upon, amongst other
things, Admission becoming effective and upon the placing agreement between
the Company and the Bookrunners becoming unconditional and not being
terminated in accordance with its terms.
Total voting rights
The Company's existing issued share capital consists of 603,506,648 Ordinary
Shares each with voting rights.
Following Admission, the Company will have 663,857,312 Ordinary Shares in
issue. There are no Ordinary Shares held in treasury.
Therefore, the Company hereby confirms that the total number of voting rights
in the Company will, following Admission, be 663,857,312. Following Admission,
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules ("DTRs").
Duncan Garrood, Chief Executive Officer of Empiric, commented:
"We would like to thank shareholders for their continued support. This placing
will allow the business to grow, drive operational margins and create
long-term shareholder value.
There is a fantastic opportunity now ahead of us. We will remain focused on
doing what we do best; creating high quality, modern student accommodation
serving top-tier universities, incrementally driving value to generate stable,
long-term returns for our shareholders."
For Further Information
Empiric Student Property plc (via FTI Consulting below)
Duncan Garrood (Chief Executive Officer)
Donald Grant (Chief Financial & Sustainability Officer)
Jefferies International Limited 020 7029 8000
Tom Yeadon
Andrew Morris
Peel Hunt LLP 020 7418 8900
Capel Irwin
Henry Nicholls
FTI Consulting 020 3727 1000
Dido Laurimore empiric@fticonsulting.com (mailto:empiric@fticonsulting.com)
Eve Kirmatzis
Capitalised terms used but not defined in this announcement (the
"Announcement") shall have the meanings given to them in the announcements
relating to the launch of the Placing and the RetailBook Offer released on 16
October 2024.
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 ("EU MAR") as it forms part of the law
of England and Wales by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). This Announcement has been authorised for release by the
Board of Directors of Empiric.
Pre-Emption Group Reporting
The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).
Name of Issuer Empiric Student Property plc
Transaction details In aggregate, 60,350,664 new Ordinary Shares (comprising 59,686,950 Placing
Shares and 663,714 RetailBook Offer Shares) will be issued, representing
approximately 10 per cent. of Empiric's existing issued share capital.
Settlement for the new Ordinary Shares and Admission is expected to take place
on or before 8.00 a.m. on 21 October 2024 (London Time).
Use of proceeds The net proceeds of the Placing and RetailBook Offer are intended to be used
to acquire new operational PBSA assets for the Group and to fund targeted
refurbishment works in relation to a number of the Group's existing PBSA
assets.
Quantum of proceeds In aggregate, the Placing and RetailBook Offer raised gross proceeds of
approximately £56 million and estimated net proceeds of approximately £55
million.
Discount The Offer Price of 93 pence represents a discount of approximately 4 per
cent. to the closing share price of 96.9 pence on 16 October 2024
Allocations Soft pre-emption has been adhered to in the allocations process.
Management was involved in the allocations process, which has been carried out
in compliance with the MiFID II Allocation requirements. Allocations made
outside of soft pre-emption were preferentially directed towards existing
shareholders in excess of their pro rata, or new shareholders from a long
perspective and wall-crossed accounts.
Consultation Jefferies and Peel Hunt undertook a pre-launch wall-crossing process,
including consultation with major shareholders, to the extent reasonably
practicable and permitted by law.
Retail investors The capital raise included the RetailBook Offer via intermediaries of up
to £3 million. Retail investors, who participated in the RetailBook Offer,
were able to do so at the same Offer Price and on the same timetable as other
investors participating in the Placing.
The RetailBook Offer was made available to existing shareholders in the UK.
Investors had the ability to participate in this transaction through ISAs and
SIPPs, as well as General Investment Accounts (GIAs).
IMPORTANT NOTICES
No action has been taken by the Company, Jefferies International ("Jefferies")
and Peel Hunt LLP ("Peel Hunt" and, together with Jefferies, the
"Bookrunners"), or any of their respective affiliates, or any of its or their
respective directors, officers, partners, employees, agents or advisers
(collectively "Representatives"), or any person acting on its or their behalf
that would, or is intended to, permit an offer of the Offer Shares or result
in the possession or distribution of this Announcement or any other offering
or publicity material relating to such Offer Shares in any jurisdiction where
action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
assimilated Regulation (EU) No 2017/1129 (as amended) as it forms part of the
laws of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (as amended) (the "UK Prospectus Regulation")) to be published. Persons
needing advice should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer
of securities for sale into the United States. The securities referred to
herein have not been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
Members of the public were not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); (c) if in Australia, persons who do not require a
disclosure document in connection with the offer of securities under Chapter
6D of the Australian Corporations Act 2001 (Cth) ("Corporations Act") because
of subsection 708(8) (sophisticated investors) or subsection 708(11)
(professional investors) of the Corporations Act ("Australian Institutional
Investors"); or (d) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons").
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Offer Shares and the Offer Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any state, province
or territory of Australia, Canada, Japan or South Africa. Accordingly, the
Offer Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into Australia, Canada, Japan or South Africa or any other jurisdiction
in which such activities would be unlawful.
For the attention of residents of Australia: This Announcement is not a
prospectus or product disclosure statement or otherwise a disclosure document
for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act
2001 (Cth) ("Corporations Act") and does not constitute an offer, or an
invitation to purchase or subscribe for the Offer Shares offered by this
Announcement except to the extent that such an offer or invitation would be
permitted under Chapter 6D or Part 7.9 of the Corporations Act without the
need for a lodged prospectus or product disclosure statement. In addition, for
a period of 12 months from the date of issue of the Offer Shares, no transfer
of any interest in the Offer Shares may be made to any person in Australia
except to "sophisticated investors" or "professional investors" within the
meaning of sections 708(8) and (11) of the Corporations Act or otherwise in
accordance with section 707(3) of the Corporations Act.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts are inherently predictive, speculative and involve risks and
uncertainties and assumptions that could cause actual results, financial
condition, performance, developments or achievements to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
Many of these risks, uncertainties and assumptions relate to factors that are
beyond the Company's ability to control, predict or estimate precisely. No
representation or warranty is made, and no responsibility or liability is
accepted, as to the achievement or reasonableness of, and no reliance should
be placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, the Bookrunners, their respective affiliates and
any person acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation, the FCA
or the London Stock Exchange.
Jefferies International Limited and Peel Hunt LLP are each authorised and
regulated in the United Kingdom by the FCA. Each Bookrunner is acting
exclusively for the Company and no one else in connection with the Placing,
the contents of this Announcement or any other matters described in this
Announcement. Neither Bookrunner will regard any other person as its client in
relation to the Placing, the content of this Announcement or any other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Bookrunner, or any of their respective affiliates, or any
of its or their respective Representatives, or any person acting on its or
their behalf as to, or in relation to, the contents of the information
contained in this Announcement, or any other written or oral information made
available to or publicly available to any interested party or its advisers, or
any other statement made or purported to be made by or on behalf of either
Bookrunner or any of their respective affiliates in connection with the
Company, the Offer Shares or the Offer, and any responsibility or liability
whether arising in tort, contract or otherwise therefore is expressly
disclaimed. No representation or warranty, express or implied, is made by
either Bookrunner, or any of their respective affiliates, or any of its or
their respective Representatives as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
In connection with the Placing, each Bookrunner and any of their respective
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Bookrunners and any of
their respective affiliates acting in such capacity. In addition, the
Bookrunners and any of their respective affiliates may enter into financing
arrangements (including swaps) with investors in connection with which the
Bookrunners and any of their respective affiliates may from time to time
acquire, hold or dispose of shares. Neither Bookrunner intends to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
The Offer Shares to be issued or sold pursuant to the Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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