Empiric Student Prop - RetailBook Offer
16/10/2024 16:37
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RNS Number : 4812I Empiric Student Property PLC 16 October 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION
WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE
AT THE END OF THIS ANNOUNCEMENT
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAILBOOK OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
EMPIRIC STUDENT PROPERTY PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF EMPIRIC STUDENT PROPERTY PLC.
16 October 2024
Empiric Student Property plc
("Empiric" or the "Company")
RetailBook Offer
· Empiric announces a conditional retail offer of new Ordinary Shares
via RetailBook (https://www.retailbook.com/) ;
· The issue price for the new Ordinary Shares will be equal to the
Placing Price and will be set at the conclusion of the Placing;
· Investors can take part through RetailBook's partner network of
participating retail brokers, wealth managers and investment platforms, which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
· Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");
· The RetailBook Offer is available to existing shareholders only;
· There is a minimum subscription of £50 per investor in the Retail
Offer;
· No commission will be charged by RetailBook on applications to the
Retail Offer.
The RetailBook Offer
Empiric is pleased to announce a conditional retail offer of new ordinary
shares in the capital of the Company ("Ordinary Shares") via RetailBook (the
"RetailBook Offer").
The Company is also conducting a placing of new Ordinary Shares to
institutional investors by way of an accelerated bookbuilding process (the
"Placing") as announced by the Company earlier today. The issue price of the
new Ordinary Shares to be issued pursuant to the RetailBook Offer and the
Placing will be determined following the completion of the bookbuilding
process. For the avoidance of doubt, the RetailBook Offer is not part of the
Placing.
The RetailBook Offer is conditional on the new Ordinary Shares to be issued
pursuant to the RetailBook Offer and the Placing being admitted to the Equity
Shares (Commercial Companies) category of the Official List of the Financial
Conduct Authority and admitted to trading on the London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 am on 21 October
2024. The RetailBook Offer will not be completed without the Placing also
being completed.
Reason for the RetailBook Offer
The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders, to provide its
existing retail shareholders in the United Kingdom, the opportunity to
participate in the RetailBook Offer.
The Company will use the gross proceeds to fund a pipeline of accretive
investment and post graduate refurbishment opportunities.
The RetailBook Offer is open to eligible investors in the United Kingdom
following release of this announcement. The RetailBook Offer is expected to
close during the evening of 16 October 2024 and may close earlier at the
discretion of the Company or if it is oversubscribed.
Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. Participating partners include:
· AJ Bell;
· Hargreaves Lansdown; and
· interactive investor
Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.
The new Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.
Eligibility for the RetailBook Offer
The RetailBook Offer is available to existing shareholders of Empiric only. To
be eligible to participate in the RetailBook Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof, must be a
shareholder in the Company.
It is further noted that the RetailBook Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).
Eligible investors wishing to subscribe for RetailBook Offer Shares should
contact their investment platform, retail broker or wealth manager to confirm
if they are participating in the RetailBook Offer.
There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges. Note, no
commission will be charged to investors by RetailBook in connection with the
Retail Offer.
The Company reserves the right to scale back any order under the RetailBook
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the RetailBook Offer without giving any
reason for such rejection.
It is important to note that once an application for RetailBook Offer Shares
has been made and accepted via an intermediary, it cannot be withdrawn.
It is a term of the RetailBook Offer that the aggregate value of the shares
available for subscription at the Offer Price does not exceed £3m.
Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.
It should be noted that a subscription for RetailBook Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the RetailBook Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable
indicator of future results.
This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.
Enquiries
Empiric Student Property plc (via FTI Consulting below)
Duncan Garrood (Chief Executive Officer)
Donald Grant (Chief Financial & Sustainability Officer)
RetailBook Info@retailbook.com
Kit Atkinson / Michael Ward
FTI Consulting 020 3727 1000
Dido Laurimore empiric@fticonsulting.com
Eve Kirmatzis
Further information on the Company can be found on its website at
www.empiric.co.uk
Important Notices
This announcement has been prepared by, and is the sole responsibility of, the
Company.
The RetailBook Offer is offered in the United Kingdom under the exemption from
the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The RetailBook Offer is not being
made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the RetailBook Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as assimilated into
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. 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 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.
This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States , Australia, Canada, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.
The RetailBook Offer Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act"), and may not
be offered or sold directly or indirectly in or into the United States. No
public offering of the RetailBook Offer Shares is being made in the United
States. The RetailBook Offer Shares are being offered and sold outside the
United States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act.
This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for RetailBook Offer Shares in
the United States, Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.
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.
RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG;
FRN 994238). Retail Book Limited ("RetailBook") is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company and for no-one else and will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the RetailBook Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor for
providing advice in connection with the RetailBook Offer, Admission and the
other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
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 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. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company.
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.
The RetailBook Offer Shares to be issued or sold pursuant to the RetailBook
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.
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