REG - Empiric Student Prop Unite Group PLC - Statement Regarding Possible Offer

Empiric Student PropertyAnnouncement

Thu 11:30

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RNS Number : 6379L  Empiric Student Property PLC  05 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH
OFFER

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

5 June 2025

 

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

 

Statement regarding possible offer

 

The Board of Empiric (the "Board") notes the recent press speculation and
confirms that, on 7 May 2025, it received a non-binding proposal from The
Unite Group PLC ("Unite") to acquire the entire issued and to be issued share
capital of Empiric.

 

Following a period of engagement, the Board received a revised proposal from
Unite on 29 May 2025 comprising 30 pence in cash and 0.09 new Unite shares per
Empiric share (the "Proposal"). Based on Unite's closing share price of 855.5
pence on 4 June 2025, being the last business day prior to the date of this
announcement, the Proposal values each Empiric share at 107.0 pence.

 

On the basis of the Proposal, the Board has agreed with Unite to enter an
initial period of due diligence. A further announcement will be made as
appropriate.

 

There can be no certainty that an offer will be made, nor as to the terms of
any offer if made.

 

In accordance with Rule 2.6(a) of the Code, Unite is required, by not later
than 5.00 p.m. (London time) on 3 July 2025, either to announce a firm
intention to make an offer for Empiric in accordance with Rule 2.7 of the
Code, or to announce that it does not intend to make an offer for Empiric, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can only be extended with the consent of
the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

 

This statement is being made by Empiric without the consent of Unite.

 

Enquiries:

 

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

 Donald Grant (Chief Financial & Sustainability Officer)

 Peel Hunt LLP (Joint Financial Adviser and Corporate Broker)                    +44 (0) 20 7418 8900
 Capel Irwin

 Michael Nicholson

 Henry Nicholls

 Jefferies International Limited (Joint Financial Adviser and Corporate Broker)  +44 (0) 20 7029 8000
 Tom Yeadon

 Philip Noblet

 Harry Le May

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

 Eve Kirmatzis

 

Important information

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and corporate
broker 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 by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser and corporate broker to Empiric 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 Empiric for
providing the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this announcement. Neither
Jefferies nor any of its affiliates (nor 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 Jefferies in
connection with this announcement, any statement contained herein or
otherwise.

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018). Upon publication
of this announcement, this inside information will be considered to be in the
public domain. The person responsible for arranging the release of this
announcement on behalf of the Company is Lisa Hibberd, Company Secretary.

 

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.

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, the Company confirms that as at the
close of business on 4 June 2025 its issued share capital consisted of
664,119,746 ordinary shares of 1p each.

 

The Ordinary Shares are voting shares (each such Ordinary Share carries one
vote per Ordinary Share) and are admitted to trading on the main market of the
London Stock Exchange under the International Securities Identification Number
GB00BLWDVR75.

 

 

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