REG - Empiric Student Prop Unite Group PLC - Court Sanction of Scheme of Arrangement

Empiric Student PropertyAnnouncement

Mon 14:45

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RNS Number : 4104Q  Empiric Student Property PLC  26 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

26 January 2026

RECOMMENDED CASH AND SHARE ACQUISITION

of

EMPIRIC STUDENT PROPERTY PLC ("EMPIRIC")

by

THE UNITE GROUP PLC ("UNITE")

by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

Court Sanction of Scheme of Arrangement & Rule 2.9 Announcement

 

On 14 August 2025, the boards of directors of The Unite Group PLC ("Unite")
and Empiric Student Property plc ("Empiric") announced that they had reached
agreement on the terms of a recommended cash and share offer pursuant to which
Unite will acquire the entire issued and to be issued ordinary share capital
of Empiric (the "Acquisition"). The Acquisition is to be implemented by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(the "Scheme"), full details of which were sent, or made available, to Empiric
Shareholders in the circular dated 9 September 2025 (the "Scheme Document").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless
otherwise stated.

On 6 October 2025, Empiric announced that the requisite majority of Scheme
Shareholders had approved the Scheme at the Court Meeting held on 6 October
2025 and that the special resolution to, among other things, implement the
Scheme was passed by the requisite majority of Empiric Shareholders at the
General Meeting, also held on 6 October 2025.

Court sanction

Further to the earlier announcements made by Empiric in relation to the
receipt of applicable regulatory approvals on 27 November 2025 and the result
of the Court Meeting and General Meeting on 6 October 2025, Empiric is pleased
to announce that the Court has today sanctioned the Scheme.

The Scheme remains conditional on, and will become Effective upon, the
delivery of a copy of the Court Order to the Registrar of Companies for
registration, which is expected to take place on 28 January 2026. On such
delivery of the Court Order, the Scheme will become Effective, and a further
announcement will be made at that time. Empiric hereby confirms that the
Scheme Record Time will be 27 January 2026 at 6.00 p.m.. Scheme Shareholders
whose names appear on Empiric's register of members at the Scheme Record Time
will, upon the Scheme becoming effective in accordance with its terms, be
entitled to receive the consideration as provided for pursuant to the Scheme.

Expected Timetable

The suspension of trading in Empiric Shares on the Main Market and the
suspension of the listing of Empiric Shares on the Official List is expected
to take effect from 7.30 a.m. on 28 January 2026. Therefore, 27 January 2026
will be the last day for dealings in, and for the registration of transfers
of, and disablement in CREST of Empiric Shares. It is expected that the
cancellation of trading in Empiric Shares on the Main Market and the
cancellation of the listing of Empiric Shares on the Official List will take
effect by no later than 8.00 a.m. on 29 January 2026, subject to the Scheme
becoming Effective. On the Effective Date, share certificates in respect of
Scheme Shares will cease to be valid documents.

Total Voting Rights

 

Pursuant to Empiric's LTIPs and SAYE Option Plan, 1,078,903 ordinary shares of
1p each ("Ordinary Shares") have today been allotted to certain Empiric PDMR's
and employees. In accordance with Rule 2.9 of the Code, Empiric confirms that,
as at the date of this announcement, its issued and fully paid share capital
consists of 665,267,013 Ordinary Shares. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00BLWDVR75.

 

Enquiries:

 

 Empiric                                                                                                                                                                                                                (via FTI Consulting)

 Mark Pain (Non-Executive Chairman)

 Duncan Garrood (Chief Executive Officer)

 Donald Grant (Chief Financial & Sustainability Officer)

 Peel Hunt                                                                                                                                                                                                              +44 (0) 20 7418 8900

 (Joint Financial Adviser and Corporate Broker to Empiric)

 Capel Irwin

 Michael Nicholson

 Henry Nicholls

 Jefferies                                                                                                                                                                                                              +44 (0) 20 7029 8000

 (Joint Financial Adviser and Corporate Broker to Empiric)

 Philip Noblet

 Harry Le May

 FTI Consulting

 (Communications Adviser to Empiric)                                                                                                                                                                                    +44 (0) 20 3727 1000

 Dido Laurimore

 Eve Kirmatzis

 Unite                                                                                                                                                                                                                  +44 (0) 117 302 7005
 Joe Lister (Chief Executive Officer)
 Michael Burt (Chief Financial Officer)
 Saxon Ridley (Head of IR and Investment Finance)

 Lazard (Lead Financial Adviser to Unite)                                                                                                                                                                               +44 (0) 20 7187 2000
 Patrick Long
 Jolyon Coates
 Harriet Wedmore

 Deutsche Numis                                                                                                                                                                                                         +44 (0) 20 7260 1000
 (Joint Financial Adviser and Corporate Broker to Unite)
 Heraclis Economides
 Oliver Hardy
 Oliver Ives

 J.P. Morgan Cazenove                                                                                                                                                                                                   +44 (0) 20 3493 8000
 (Joint Financial Adviser and Corporate Broker to Unite)
 Matt Smith
 Paul Pulze
 Saul Leisegang

 Sodali & Co (Communications Adviser to Unite)                                                                                                                                                                          +44 (0) 20 7250 1446
 Ben Foster
 Sam Austrums
 Louisa Henry

 

Empiric's LEI is 213800FPF38IBPRFPU87 and Unite's LEI is 213800BBUUWVDH9YI827.

 

 

Notices

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as
financial adviser to Empiric and for no one else in connection with the
matters referred to in this announcement and will not be responsible to any
person other than Empiric for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to the matters referred to
herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser to Empiric and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than Empiric for
providing the protections afforded to clients of Jefferies, nor for providing
advice in relation to any matter referred to herein. Neither Jefferies nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Jefferies in
connection with the matters referred to in this announcement, or otherwise.

Lazard & Co., Limited ("Lazard") which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial adviser to Unite
and for no one else in connection with the Acquisition and will not be
responsible to anyone other than Unite for providing the protections afforded
to clients of Lazard nor for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Lazard nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
announcement, any statement contained herein or otherwise.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office
in Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch
of Deutsche Bank AG is registered as a branch office in the register of
companies for England and Wales at Companies House (branch registration number
BR000005) with its registered branch office address and principal place of
business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to
supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314
Frankfurt am Main, Germany, and the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin),
Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439
Frankfurt am Main, Germany. With respect to activities undertaken in the
United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation
Authority ("PRA"). It is subject to regulation by the FCA and limited
regulation by the PRA. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the PRA are available from Deutsche
Bank AG on request. Deutsche Bank AG, London Branch (trading for these
purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for Unite
and no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters
in this announcement and will not be responsible to anyone other than Unite
for providing the protections afforded to clients of Deutsche Numis, nor for
providing advice in relation to any matter referred to herein. Neither
Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this announcement, any statement contained
herein or otherwise.

J.P. Morgan Securities PLC, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in
the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting
exclusively for Unite and no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the Acquisition
and will not be responsible to anyone other than Unite for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.

Overseas shareholders

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules, and the UK Listing Rules 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 of jurisdictions
outside the United Kingdom. Nothing in this announcement should be relied on
for any other purpose.

The availability of the New Unite Shares (and the ability of persons to hold
such shares) in, and the release, publication or distribution of this
announcement in or into, certain jurisdictions other than the United Kingdom
may be restricted by the laws and/or regulations of those jurisdictions.
Persons into whose possession this announcement comes who are not resident in
the United Kingdom, or who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom, should inform themselves of, and
observe, any such applicable laws and/or regulations in their jurisdiction. In
particular, the ability of persons who are not resident in the United Kingdom
or who are subject to the laws of another jurisdiction to participate in the
Acquisition, may be affected by the laws of the relevant jurisdictions in
which they are located or to which they are subject. Any failure to comply
with the applicable requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Unite or required by the Takeover Code and
permitted by applicable law and regulation, the Acquisition will not be made,
and the New Unite Shares to be issued pursuant to the Acquisition will not be
made, available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and all documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in that jurisdiction.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Additional information for US investors

Empiric Shareholders located in the United States should note that the
Acquisition relates to the securities of an English company with a listing on
the London Stock Exchange and is proposed to be implemented pursuant to
a scheme of arrangement provided for under English law. A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to procedural and disclosure
requirements and practices applicable to a scheme of arrangement involving a
target company in England listed on the London Stock Exchange, which are
different from the disclosure requirements of the US tender offer and proxy
solicitation rules.

However, if Unite were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer would be made in compliance with all
applicable laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Any such Takeover Offer would be made in
the United States by Unite and no one else. In addition to any such Takeover
Offer, Unite, certain affiliated companies and the nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to purchase, shares
in Empiric outside any such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases or
arrangements to purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US Exchange Act.
Any information about any such purchases would be disclosed as required in the
UK and, if relevant, would be reported to a Regulatory Information
Service and would be available on the London Stock Exchange website at
http://www.londonstockexchange.com (http://www.londonstockexchange.com) .

The financial information included in documentation related to the Acquisition
has been or will have been prepared in accordance with International Financial
Reporting Standards and thus may not be comparable to financial information of
US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Empiric Shares to enforce their rights
and claims arising out of the US federal securities laws since Unite and
Empiric are organised in countries other than the United States and some or
all of their officers and directors may be residents of, and some or all of
their assets may be located in, jurisdictions other than the United States. US
holders of Empiric Shares may have difficulty effecting service of process
within the United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability provisions of
the US federal securities laws. US holders of Empiric Shares may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment.

US holders of Empiric Shares also should be aware that the transaction
contemplated herein may have tax consequences in the United States and that
such consequences, if any, are not described herein. US holders of Empiric
Shares are urged to consult with independent professional advisors regarding
the legal, tax and financial consequences of the Acquisition applicable to
them.

In accordance with the Code, normal UK market practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Unite or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase Empiric Shares outside of the United States, other than pursuant
to the Acquisition, until the date on which the Acquisition becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required by law or
regulation in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home
(http://www.londonstockexchange.com/exchange/news/market-news/market-news-home)
.

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of

any offer to purchase, subscribe for or otherwise acquire, any securities in
the United States.

None of the securities referred to in this announcement have been approved or
disapproved by the SEC or any US state securities commission, nor have any
such authorities passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is accurate or complete. Any
representation to the contrary is a criminal offence in the United States.

Further details in relation to US investors are contained in the Scheme
Document.

Notes regarding New Unite Shares

The New Unite Shares have not been and will not be registered under the US
Securities Act or under the relevant securities laws of any state or territory
or other jurisdiction of the United States or the relevant securities laws of
Japan and the relevant clearances have not been, and will not be, obtained
from the securities commission of any province of Canada. No prospectus in
relation to the New Unite Shares has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission.
Accordingly, the New Unite Shares are not being, and may not be, offered,
sold, resold, delivered or distributed, directly or indirectly in or into a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of relevant laws of, or require registration thereof in, such
jurisdiction (except pursuant to an exemption, if available, from any
applicable registration requirements or otherwise in compliance with all
applicable laws).

The New Unite Shares have not been and will not be registered under the US
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 absent registration under the US Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, such registration
requirements and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. It is expected that the New
Unite Shares will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Unite will advise the Court that
its sanctioning of the Scheme will be relied on by Unite for the purposes of
a Section 3(a)(10) exemption following a hearing on the fairness of
the Scheme to Empiric Shareholders.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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 p.m. (London time) on the 10th
Business Day (as defined in the Takeover Code) following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. (London time)
on the 10th Business Day (as defined in the Takeover Code) 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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 p.m. (London time) on the Business Day (as defined
in the Takeover Code) 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 Panel's
website at www.thetakeoverpanel.org.uk (http://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 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.

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Empiric's website at
www.empiric.co.uk/investors/unite-offer/
(http://www.empiric.co.uk/investors/unite-offer/) and Unite's website at
www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc
(http://www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc)
   by no later than 12.00 p.m. on the Business Day following the date of
this announcement.

For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this announcement.

Scheme process

In accordance with Section 5 of Appendix 7 to the Takeover Code, Empiric or
Unite (as applicable) will announce through a Regulatory Information Service
key events in the Scheme process, including that the Scheme has become
Effective.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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