REG - Empiric Student Prop Unite Group PLC - Scheme Effective

Empiric Student PropertyAnnouncement

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RNS Number : 6291Q  Empiric Student Property PLC  28 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

28 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

 

Scheme Effective

Further to the announcement made by Empiric on 26 January 2026 confirming that
the Court had sanctioned the Scheme, the boards of Empiric and Unite are
pleased to announce that, following delivery of a copy of the Court Order to
the Registrar of Companies today for registration, the scheme of arrangement
between Empiric and the Scheme Shareholders under Part 26 of the Companies Act
2006 (the "Scheme") to implement the recommended cash and share offer pursuant
to which Unite would acquire the entire issued and to be issued ordinary share
capital of Empiric (the "Acquisition") has now become Effective and, pursuant
to the Scheme, the entire issued and to be issued share capital of Empiric is
now owned by Unite. It is intended that Empiric shall, shortly after the date
of this announcement, be re-registered as a private limited company.

Full details of the Acquisition are set out in the scheme document published
on 9 September 2025 (the "Scheme Document"). Unless otherwise defined, all
capitalised terms in this announcement have the meaning given to them in the
Scheme Document. All references to times are to London, UK, times unless
otherwise stated.

Consideration, settlement and admission of New Unite Shares

As set out in the Scheme Document, a Scheme Shareholder on the register of
members of Empiric at the Scheme Record Time, being 6.00 p.m. on 27 January
2026, is entitled to receive the consideration as provided for under the
Scheme.

As announced by Empiric on 27 November 2025, Empiric confirmed that it will
not announce, declare or pay a fourth quarterly dividend for the financial
year ended 31 December 2025. However, subject to the Acquisition proceeding in
line with the Updated Timetable (as set out in such announcement), Empiric
Shareholders who retain their New Unite Shares will be entitled to the Unite
Final Dividend, which is expected to represent approximately two thirds of
Unite's total expected dividend for the financial year ended 31 December 2025.

Accordingly, and in accordance with the terms of the Acquisition set out in
the Scheme Document, Unite confirmed to Empiric a reduction of the value of
the cash consideration by 1.275 pence per Empiric Share, from 32 pence to
30.725 pence, being the amount by which the Empiric Permitted Dividends in
respect of the first three quarters of the financial year (2.775 pence in
aggregate) exceeds 1.5 pence per Empiric Share. The expectation is therefore
that Empiric Shareholders who retain their New Unite Shares will ultimately
receive an amount in respect of the financial year ended 31 December 2025 that
is approximately equivalent to what they would have received had the
Acquisition not occurred.

Consequently, pursuant to the terms of the Scheme, a Scheme Shareholder whose
name appeared on the register of members of Empiric at the Scheme Record Time,
will be entitled to receive 0.085 New Unite Shares and 30.725 pence in cash
for each Scheme Share held by them at that time.

An application has been made to the London Stock Exchange for 56,547,696 New
Unite Shares with a nominal value of 25 pence each to be admitted to trading
on the Main Market, which is expected to take place at 8.00 a.m. tomorrow,
being 29 January 2026. New Unite Shares held in uncertificated form are
expected to be credited to CREST accounts on or as soon as possible after 8.00
a.m. on 29 January 2026 (but no later than 11 February 2026) and Unite will
procure the despatch of share certificates in respect of New Unite Shares held
in certificated form by no later than 11 February 2026.

Settlement of the Acquisition consideration to which any Scheme Shareholder is
entitled will be effected by no later than 11 February 2026.

Suspension and cancellation of trading

As previously advised, the suspension of listing of the Empiric Shares on the
Official List and from trading on the Main Market took effect from 7:30 a.m.
today.

Following applications to the FCA and the London Stock Exchange, the
cancellation of the listing of the Empiric Shares on the Official List and the
cancellation of the admission to trading of the Empiric Shares on the Main
Market is expected to take effect by 8.00 a.m. on 29 January 2026.

Upon the Scheme having become Effective, share certificates in respect of the
Scheme Shares have ceased to be valid documents of title and entitlements to
Scheme Shares held in uncertificated form in CREST are being cancelled.

End of offer period

Empiric is no longer in an 'offer period' as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to Empiric
Shareholders and Unite Shareholders no longer apply.

Board changes

As the Scheme has now become Effective, as of today's date all of the
directors of Empiric have resigned from the Empiric Board.

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)

 Tom Yeadon

 Philip Noblet

 Harry Le May

 FTI Consulting                                                                                                                                                                                                         +44 (0) 20 3727 1000

 (Communications Adviser to Empiric)

 Dido Laurimore

 Eve Kirmatzis
                                                                                                                                                                                                                        +44 (0) 117 302 7005

 Unite
 Joe Lister (Chief Executive Officer)
 Michael Burt (Chief Financial Officer)
 Saxon Ridley (Head of IR and Investment Finance)

 Lazard                                                                                                                                                                                                                 +44 (0) 20 7187 2000

 (Lead Financial Adviser to Unite)
 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

 

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.

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.

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.

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.

 

 

 

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