REG - Empiric Student Prop - Clarification Statement

Empiric Student PropertyAnnouncement

09/06/2025 07:00

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RNS Number : 9698L  Empiric Student Property PLC  09 June 2025

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INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION

 

9 June 2025

 

Empiric Student Property plc ("Empiric", or the "Company")

 

Clarification Statement

 

At 11.15am on 5 June 2025, the Company announced that, following a period of
engagement, the Board of Empiric had received a proposal from The Unite Group
PLC ("Unite") (the "Proposal") and, on the basis of the Proposal, had agreed
with Unite to enter an initial period of due diligence. As a result of this
announcement, the Company entered an offer period for the purposes of the City
Code on Takeovers and Mergers (the "Code").

 

At 11.30am on 5 June 2025, senior representatives of the Company attended a
scheduled meeting with certain investors and an investment analyst. That
meeting was not attended by an appropriate financial adviser or corporate
broker to the Company, in accordance with the requirements of Rule 20.2(b) of
the Code.

 

Subsequent to the meeting concluding, the investment analyst published a
report containing the following statements:

 

·    "On synergies,  Empiric  said that half of Empiric's £15 million of
overheads could be easily cut, possibly two-thirds, plus some financial
synergies that could come from being a larger size entity" (the "Synergies
Statement"); and,

 

·    "Empiric said that the CMA will probably look at six out of the 23
cities where it is present, and eventually some asset disposals might be
required" (the "CMA Statement") (together, the "Statements")

 

The Company acknowledges that the Statements should not have been made and
therefore retracts them in full. Shareholders are advised to disregard the
Statements entirely.

 

In respect of the Synergies Statement, the Company acknowledges that it was
neither properly compiled nor prepared with due care and consideration, such
that the Synergies Statement is not capable of being supported by reports from
its reporting accounts or financial advisers in accordance with the
requirements of Rule 28.1(a) of the Takeover Code.

 

In respect of the CMA Statement, the Company clarifies that, at this stage,
there has been no engagement with the CMA by Empiric and no substantive
competition analysis undertaken by its advisers. The CMA Statement did not
therefore meet the standards of care required under Rule 19.1 of the Code.

 

This announcement is being made under Rule 20.1 of the Code.

 

Enquiries:

 

 Empiric Student Property plc                                  (via FTI Consulting)
 Duncan Garrood (Chief Executive Officer)

 Donald Grant (Chief Financial & Sustainability Officer)

 FTI Consulting (Communications Adviser)                       +44 (0) 20 3727 1000
 Dido Laurimore                                                empiric@fticonsulting.com

 Eve Kirmatzis

 

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.Empiric.co.uk/investors/regulatory-news/ by
no later than 12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

 

 

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