REG - Unite Group PLC Empiric Student Prop - Recommended acquisition of Empiric by Unite Group

Empiric Student PropertyAnnouncement

Thu 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250814:nRSN3295Va&default-theme=true

RNS Number : 3295V  Unite Group PLC (The)  14 August 2025

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

14 August 2025

RECOMMENDED CASH AND SHARE ACQUISITION

of

EMPIRIC STUDENT PROPERTY PLC

by

THE UNITE GROUP PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Summary

The boards of directors of The Unite Group PLC ("Unite") and Empiric Student
Property plc ("Empiric") are pleased to announce that they have 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"). It is intended that the Acquisition will be
effected by means of a scheme of arrangement under Part 26 of the Companies
Act.

Key terms

Under the terms of the Acquisition, for each Empiric Share held, the Scheme
Shareholders will be entitled to receive:

0.085 New Unite Shares and 32 pence in cash

Based on Unite's closing share price of 732.0 pence as at the Latest
Practicable Date, and excluding the Empiric Q2, Q3 and Q4 dividends which are
expected to be declared and paid to Empiric Shareholders prior to the
Effective Date ("Empiric 2025 Dividends"), the Acquisition values each Empiric
Share at approximately 94.2 pence and Empiric's entire issued and to be issued
share capital at approximately £634 million. The terms of the Acquisition
imply an EPRA NTA discount of 3.7 per cent. based on each of Unite's and
Empiric's EPRA NTAs per share as at 30 June 2025 (excluding the Empiric 2025
Dividends).

Based on Unite's closing share price of 855.5 pence as at 4 June 2025 (being
the last Business Day prior to the commencement of the Offer Period) (the
"Last Undisturbed Trading Date"), and, in addition, the Empiric 2025
Dividends, the Acquisition values each Empiric Share at approximately 107.5
pence (the "Total Transaction Value") and Empiric's entire issued and to be
issued share capital at approximately £723 million, representing:

·    a premium of approximately 10 per cent. to Empiric's closing share
price of 97.3 pence as at the Last Undisturbed Trading Date;

·     a premium of approximately 22 per cent. to Empiric's three-month
volume-weighted average price of 88.3 pence as at the Last Undisturbed Trading
Date; and

·       a premium of approximately 24 per cent. to Empiric's six-month
volume-weighted average price of 86.6 pence as at the Last Undisturbed Trading
Date.

Immediately following Completion, Empiric Shareholders will hold approximately
10 per cent. of the issued share capital of the Enlarged Group and existing
Unite Shareholders will hold approximately 90 per cent. of the issued share
capital of the Enlarged Group.

The Scheme Document will contain full details of the Acquisition and the
Scheme.

Highlights of the Acquisition

The acquisition of Empiric's high quality, complementary portfolio provides
Unite with greater scale and enhanced growth opportunities aligned to the UK's
strongest universities. Empiric's differentiated customer proposition enables
Unite to appeal to a broader customer base - at pace and at scale, and at a
discount to estimated replacement cost - through increased exposure to the
attractive segment for "returner" students (non-first year undergraduates and
postgraduate students) which is largely unaddressed by "conventional" PBSA.
With the benefit of substantial cost synergies, the Acquisition is expected to
deliver earnings, and dividend accretion and enhanced returns for both
companies' shareholders; while maintaining balance sheet strength. The
Acquisition would result in:

·     a £10.5 billion combined portfolio (Unite share: £7.4 billion) in
the UK's strongest universities, with c.75,000 beds on a combined basis of
which 92 per cent. are located in Russell Group cities;

·      a platform for expansion in the attractive returner segment through
a proven platform (representing c.11 per cent. of the Enlarged Group's
portfolio value, with scope to increase to c.15-20 per cent. over time through
conversions and future acquisitions) delivering a significant increase in
Unite's addressable market, and enabling Unite to attract and retain students
throughout their academic journey including the c.35,000 first-year students
currently living with Unite;

·      a dedicated high-quality product and service offering under the
Hello Student brand, tailored to the needs of returner students and aligned
with the UK's strongest universities;

·       significant cost synergies of £13.7 million unlocked though
Unite's best-in-class operating platform;

·       earnings and dividend accretion for both sets of shareholders,
from the first full year of ownership for Empiric Shareholders and in the
second full year of ownership for Unite Shareholders (neutral in the first) as
synergies are delivered;

·      a low double-digit unlevered IRR ahead of Unite's cost of capital
and supporting total accounting returns of c.10 per cent. p.a.; and

·       the maintenance of a high-quality balance sheet, with pro forma
net debt / EBITDA of 5.9x, net LTV of 29 per cent., a weighted average cost of
debt of 4.1 per cent., a weighted average debt maturity of 3.6 years and £570
million of undrawn debt facilities, in each case as at 30 June 2025 adjusted
for the impact of the cash consideration.

In arriving at its recommendation of the Acquisition, the Empiric Board also
notes the specific benefits for Empiric Shareholders, including:

·       based on Unite's closing share price as at the Last Undisturbed
Trading Date, approximately 69 per cent. of the Acquisition consideration is
payable in New Unite Shares, providing Empiric Shareholders with a
tax-efficient means of remaining invested in the UK PBSA sector via the
enlarged vehicle with exposure to the compelling strategic and financial
benefits set out above;

·       based on Unite's closing share price as at the Last Undisturbed
Trading Date, approximately 31 per cent. of the Acquisition consideration is
payable in cash, providing Empiric Shareholders with significant liquidity at
a premium to Empiric's closing share price on the Last Undisturbed Trading
Date, while underpinning the value of the Acquisition as a whole. In addition,
on an EPRA NTA basis, the cash consideration allows Empiric Shareholders to
realise the equivalent of approximately 27 per cent. of Empiric's EPRA NTA per
Empiric Share of 120.2 pence as at 30 June 2025;

·       the compelling financial effects of the combination in respect
of the New Unite Shares, including:

§ participating in the synergy benefits arising from the Acquisition that
Unite as an established, publicly listed PBSA operator of scale is uniquely
qualified to deliver;

§ material earnings and dividend accretion, with an implied uplift of 36 per
cent. and 30 per cent. in earnings and dividend per share, respectively based
on 2024 earnings and dividends, prior to synergies; and

·       the cost of capital benefits through holding shares in a FTSE
100 constituent with an investment grade credit rating, where the greater
liquidity in the trading of Unite Shares compared with Empiric Shares would
allow Empiric Shareholders to trade in and out of the Unite Shares should they
wish to do so.

Recommendation

The Empiric Directors, who have been so advised by Peel Hunt and Jefferies as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their financial advice to
the Empiric Directors, Peel Hunt and Jefferies have taken into account the
commercial assessments of the Empiric Directors.

Accordingly, the Empiric Directors intend unanimously to recommend that
Empiric Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting, as the Empiric Directors
have irrevocably undertaken to do in respect of their own holdings of Empiric
Shares, representing approximately 0.06 per cent. of Empiric's issued share
capital as at the Latest Practicable Date.

Pre-Completion dividends

In addition to the New Unite Shares and cash consideration received by Scheme
Shareholders in connection with the Acquisition, the Empiric Board will be
entitled to pay certain agreed ordinary course Empiric dividends to Empiric
Shareholders prior to the Effective Date, full details of which are set out in
this Announcement.

Following the Acquisition becoming Effective, the Unite Directors expect that
dividends will continue to be paid in accordance with Unite's existing
dividend timetable.

Transaction structure and timetable

It is intended that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement of Empiric under Part 26 of the
Companies Act, further details of which are contained in the full text of this
Announcement. Unite reserves the right to implement the Acquisition by way of
a Takeover Offer, subject to the Panel's consent and the terms of the
Co-operation Agreement.

The Acquisition will be made in accordance with the Code and on the terms and
subject to the satisfaction or waiver (as applicable) of the Conditions and
certain further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme Document. These
Conditions include, amongst others:

·     the approval of the Scheme by a majority in number of Scheme
Shareholders present and voting, either in person or by proxy, at the Court
Meeting, representing at least 75 per cent. in value of the Scheme Shares
voted by Scheme Shareholders of the Court Meeting. In addition, the Resolution
must be passed by the requisite majority of Empiric Shareholders at the
General Meeting;

·       the CMA either:

o  issuing a decision that it is not the CMA's intention to make a Phase 2
CMA Reference, with such a decision being issued unconditionally or else
conditional on the CMA's acceptance of undertakings in lieu of a Phase 2 CMA
Reference ("UILs") offered by Unite which are reasonably satisfactory to
Unite, having regard to both the impact on overall portfolio value and the
alignment of any assets subject to UILs to key universities, in particular
Russell Group universities (or the applicable time period for the CMA to make
a Phase 2 CMA Reference having expired without a Phase 2 CMA Reference having
been made) ("CMA Phase 1 Clearance Condition"); or

o  in the event that a Phase 2 Reference is made and the CMA Phase 1
Clearance condition cannot be invoked, confirming that the proposed
acquisition of Empiric by Unite may proceed (i) without any undertakings or
conditions or (ii) the CMA has decided to accept undertakings from, or imposed
an order, on Empiric and/or Unite in order to allow the proposed acquisition
of Empiric by Unite and any matter arising therefrom or relating thereto to
proceed, provided such undertakings or orders are on terms reasonably
satisfactory to Unite, having regard to both the impact on overall portfolio
value and the alignment of any assets subject to UILs to key universities, in
particular Russell Group universities ("CMA Phase 2 Clearance Condition");

(together, the "CMA Condition"); and

·       the sanction of the Scheme by the Court.

The Scheme Document will contain full details of the Acquisition and the
Scheme, together with notices of the Court Meeting and the General Meeting and
the expected timetable of the Scheme and will specify the action to be taken
by Empiric Shareholders. It is expected that the Scheme Document will be
despatched to Empiric Shareholders (together with the Forms of Proxy) within
28 days of this Announcement (unless otherwise agreed by the Panel, Unite and
Empiric).

The Scheme is expected to become Effective by the second quarter of 2026,
subject to the satisfaction or waiver of (as applicable) the Conditions and
certain further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions to be set out in the Scheme Document.

An expected timetable of the key events of the Acquisition will be set out in
the Scheme Document.

Commenting on the Acquisition, Mark Pain, Chair of Empiric said:

"Over the last few years, the Board and management of Empiric has implemented
a successful transformation strategy, aligning the company's portfolio to the
best locations in the UK's strongest university cities. Unite has identified
Empiric's differentiated proposition through its Hello Student brand, as well
as its focus on returner and post graduate students, as clear strategic
pillars through which to grow its business.

The Board of Empiric believes the firm and recommended offer from Unite is
highly compelling for Empiric's shareholders as it will deliver material
accretion to earnings and dividends per share, deliver synergy benefits and
provide superior access to capital to drive growth, whilst enabling
shareholders to remain invested in a portfolio of highly attractive UK student
accommodation assets."

Commenting on the Acquisition, Richard Huntingford, Chair of Unite said:

"Acquiring Empiric's high-quality and complementary portfolio accelerates our
growth into the attractive returner student segment, enabling us to better
serve students throughout their academic journey.

Unite is uniquely positioned to unlock significant synergies and accelerate
earnings growth for both sets of shareholders. Alongside university
partnerships and our significant development pipeline, the acquisition
provides a new growth driver to deliver enhanced scale and long-term value for
shareholders."

Analyst and investor presentation

Unite will host a presentation for analysts and investors today at 8:30 am
(London time) to discuss the Acquisition.

To watch via webcast, please register and log in at the following:
brrmedia.news/UTG_Aug25 (https://brrmedia.news/UTG_Aug25)

Subject to certain restrictions, the slides used in the presentation will be
available to all interested parties at
www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc.

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including the Appendices.

The Acquisition is subject to the satisfaction or waiver (as applicable) of
the Conditions and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions to be set out in the Scheme
Document. Appendix 2 contains sources and bases of certain information
contained within this Announcement. Appendix 3 contains details of the
irrevocable undertakings given to Unite in relation to the Acquisition.

Appendix 4 to this Announcement contains the Quantified Financial Benefits
Statement, together with the reports from Grant Thornton, as reporting
accountants to Unite for the purposes of the Quantified Financial Benefits
Statement, and Lazard, as financial adviser to Unite for the purposes of the
Quantified Financial Benefits Statement, as required under Rule 28.1(a) of the
Code. Each of Grant Thornton and Lazard has given and not withdrawn its
consent to the publication of its report in this Announcement in the form and
context in which it is included. For the purposes of Rule 28 of the Takeover
Code, the Quantified Financial Benefits Statement contained in this
Announcement is the responsibility of Unite and the Unite Directors.

Appendix 5 to this Announcement contains property valuations supported by
valuation reports for Unite and Empiric as at 30 June 2025 pursuant to the
requirements of Rule 29 of the Code. These property valuation reports will,
subject to the requirements of the Code, be reproduced in the Scheme Document.
Each of Knight Frank, JLL, CBRE and Cushman & Wakefield has given and not
withdrawn its consent to the publication of their respective valuation reports
in this Announcement in the form and context in which it is included.

Appendix 6 contains details of the Unite 2025 Profit Forecast and Empiric 2025
Profit Forecast.

Appendix 7 contains the definitions of certain terms used in this
Announcement.

 

Enquiries:

 

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

(Joint Financial Adviser and Corporate Broker to
Unite)                               +44 (0) 20
7260 1000

Heraclis Economides

Oliver Hardy

Oliver Ives

 

J.P. Morgan Cazenove

(Joint Financial Adviser and Corporate Broker to
Unite)                               +44 (0) 20
3493 8000

Matt Smith

Paul Pulze

Saul Leisegang

 

Sodali & Co (Communications Adviser to
Unite)
+44 (0) 20 7250 1446

Justin Griffiths

Victoria Heslop

Louisa Henry

 

Empiric
 
(via FTI Consulting)

Mark Pain (Non-Executive Chairman)

Duncan Garrood (Chief Executive Officer)

Donald Grant (Chief Financial & Sustainability Officer)

 

Peel Hunt (Joint Financial Adviser and Corporate Broker to Empiric)
          +44 (0) 20 7418 8900

Capel Irwin

Michael Nicholson

Henry Nicholls

 

Jefferies (Joint Financial Adviser and Corporate Broker to Empiric)
            +44 (0) 20 7029 8000

Tom Yeadon

Philip Noblet

Harry Le May

 

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

Dido Laurimore

Eve Kirmatzis

 

Herbert Smith Freehills Kramer LLP is acting as legal adviser to Unite in
connection with the Acquisition.

Gowling WLG (UK) LLP is acting as legal adviser to Empiric in connection with
the Acquisition.

 

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase or otherwise acquire, subscribe for,
sell, or otherwise dispose of, any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Empiric in any
jurisdiction in contravention of applicable laws. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, in the
event that the Acquisition is to be implemented by means of a Takeover Offer,
the Offer Document), which, together with the Forms of Proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision by Empiric Shareholders in respect
of, or other response to, the Acquisition (including any vote in respect of
the Resolution to approve the Acquisition, the Scheme or related matters),
should be made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document).

This Announcement does not constitute a prospectus or prospectus equivalent
document.

The person responsible for arranging for the release of this Announcement on
behalf of Unite is Christopher Szpojnarowicz, Group Legal Director &
Company Secretary, and on behalf of Empiric is Lisa Hibberd, Company
Secretary.

The Acquisition will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the FCA.

Information relating to Empiric Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Empiric Shareholders, persons with information rights
and other relevant persons in connection with the receipt of communications
from Empiric may be provided to Unite during the offer period as required
under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.

Important Notices relating to the Financial Advisers

Lazard & Co., Limited ("Lazard") which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively as
financial adviser to Unite and 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. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority 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 Prudential Regulation Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority, 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.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as financial
adviser and corporate broker to Empiric and no one else in connection with the
Acquisition and will not be responsible to anyone other than Empiric for
providing the protections afforded to clients of Peel Hunt, nor for providing
advice in connection with the Acquisition or any matter 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 this Announcement, any statement
contained herein 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 Acquisition and will not regard any other person
as its client in relation to the matters in this Announcement and will not be
responsible to any person other than Empiric for providing the protections
afforded to clients of Jefferies nor for providing advice in connection with
the Acquisition or 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.

Overseas shareholders

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law. Any
persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Empiric Shares with respect to the Scheme at the Court Meeting,
or to execute and deliver Forms of Proxy appointing another to vote at the
Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws 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.

This Announcement has been prepared for the purpose of complying with English
law, the Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency 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.

Unless otherwise determined by Unite or required by the Code, and permitted by
applicable law and regulation, the New Unite Shares to be issued pursuant to
the Acquisition to Empiric Shareholders 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 and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form (including, but
not limited to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any other jurisdiction where to
do so would constitute a violation of the laws of, or require registration
thereof in, that jurisdiction. Persons (including without limitation nominees,
trustees and custodians) receiving this Announcement or any formal
documentation relating to the Acquisition must not mail or otherwise forward,
distribute or send such documents in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. 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
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Acquisition
will not be capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.

The availability of New Unite Shares pursuant to the Acquisition to Empiric
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Empiric Shareholders
who are in any doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Empiric Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notes to US investors in Empiric

Empiric Shareholders in the United States should note that the Acquisition
relates to the shares of an English company and is proposed to be made by
means of a scheme of arrangement provided for under, and governed by, English
law. Neither the proxy solicitation nor the tender offer rules under the US
Securities Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and tender
offer 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 www.londonstockexchange.com.

Financial information included in this Announcement and the Scheme Document
has been or will be prepared in accordance with International Financial
Reporting Standards ("IFRS") and 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. If Unite exercises its right to implement the Acquisition by
way of a Takeover Offer in accordance with the terms of the Co-operation
Agreement and determines to extend the offer into the United States, such
offer will be made in compliance with applicable United States securities laws
and regulations.

Unite and Empiric are each organised under the laws of England and Wales. All
of the officers and directors of Unite and Empiric are residents of countries
other than the United States. It may therefore be difficult for US investors
to enforce their rights and any claim arising out of US securities law. It may
not be possible to sue Unite and Empiric (or their officers and directors) in
a non-US court for violations of US securities laws. It may be difficult to
compel Unite, Empiric and their respective affiliates to subject themselves to
the jurisdiction and judgment of a US court.

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

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.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this document. Any representation to
the contrary is a criminal offence in the United States.

Notes regarding New Unite Shares

The New Unite Shares to be issued pursuant to the Scheme have not been and
will not be registered under the US Securities Act of 1933 (as amended) 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 of 1933 (as amended)
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

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 pm (London time) on the 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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
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 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 (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 (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.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition and other
information published by Unite and Empiric contain statements which are, or
may be deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of Unite and Empiric about
future events and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results expressed or
implied by the forward-looking statements. The forward-looking statements
contained in this Announcement may include statements relating to the expected
effects of the Acquisition on Unite and Empiric, the expected timing of the
Acquisition and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "targets",
"hopes", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases of similar meaning or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. These statements
are based on assumptions and assessments made by Empiric, and/or Unite in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate.
Although Unite and Empiric believe that the expectations reflected in such
forward-looking statements are reasonable, Unite and Empiric can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements,
including, among others the enactment of legislation or regulation that may
impose costs or restrict activities; the renegotiation of contracts or
licences; fluctuations in demand and pricing in the commercial property
industry; changes in government policy and taxations; changes in political
conditions, economies and markets in which Unite and Empiric operate; changes
in the markets from which Unite and Empiric raise finance; the impact of legal
or other proceedings; changes in accounting practices and interpretation of
accounting standards under IFRS; changes in interest and exchange rates;
industrial disputes; war and terrorism. These forward-looking statements speak
only as at the date of this document.

Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors. Neither
Unite nor Empiric, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA),
neither Unite or Empiric is under any obligation, and Unite and Empiric
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

No profit forecasts or estimates

Other than the Unite 2025 Profit Forecast and Empiric 2025 Profit Forecast set
out in Appendix 6 of this Announcement, no statement in this Announcement is
intended as a profit forecast, profit estimate for any period and no statement
in this Announcement should be interpreted to mean that earnings or earnings
per share for Empiric or Unite for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Empiric or Unite respectively.

Quantified Financial Benefits Statement

The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies and which may in some cases be subject to consultation with
employees or their representatives. The synergies and cost savings referred to
may not be achieved, or may be achieved later or sooner than estimated, or
those achieved could be materially different from those estimated. For the
purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement
contained in this Announcement is the responsibility of Unite and the Unite
Directors.

Publication of this Announcement

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on Unite's website at
www.unitegroup.com/possible-offer-for-empiric-student-property-plc
(https://www.unitegroup.com/possible-offer-for-empiric-student-property-plc)
and Empiric's website at www.empiric.co.uk/investors/unite-offer
(https://www.empiric.co.uk/investors/unite-offer/) by no later than 12 noon
(London time) on the Business Day following this Announcement.

The contents of Unite's website and Empiric's website, and any websites
accessible from hyperlinks on those websites, are not incorporated into and do
not form part of this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Empiric Shareholders and persons
with information rights may request a hard copy of this Announcement by
contacting Empiric's registrars, Computershare Investor Services PLC by
writing to them at The Pavilions, Bridgewater Road, Bristol BS99 6ZZ, or by
calling them on +44 (0) 370 703 6003. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
9.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays
in England and Wales). Please note that Computershare Investor Services PLC
cannot provide any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Empiric confirms that, as at the
Latest Practicable Date it had in issue 664,122,535 ordinary shares of one
penny 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 ISIN code GB00BLWDVR75.

For the purposes of Rule 2.9 of the Code, Unite confirms that, as at the
Latest Practicable Date it had in issue 489,383,360 ordinary shares of 25
pence per share, each with voting rights and admitted to trading on the Main
Market of the London Stock Exchange under the ISIN code GB0006928617.

Unite's LEI is 213800BBUUWVDH9YI827.

Empiric's LEI is 213800FPF38IBPRFPU87.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

14 August 2025

RECOMMENDED CASH AND SHARE ACQUISITION

of

EMPIRIC STUDENT PROPERTY PLC

by

THE UNITE GROUP PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Introduction

The boards of directors of The Unite Group PLC ("Unite") and Empiric Student
Property plc ("Empiric") are pleased to announce that they have 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"). It is intended that the Acquisition will be
effected by means of a scheme of arrangement under Part 26 of the Companies
Act.

The Acquisition

Under the terms of the Acquisition, which will be conditional on the
Conditions and certain further terms set out in Appendix 1 to this
Announcement, and subject to the full terms and conditions which will be set
out in the Scheme Document, for each Empiric Share held, the Scheme
Shareholders will be entitled to receive:

0.085 New Unite Shares and 32 pence in cash

Based on Unite's closing share price of 732.0 pence as at the Latest
Practicable Date, and excluding the Empiric Q2, Q3 and Q4 dividends which are
expected to be declared and paid to Empiric Shareholders prior to the
Effective Date (the "Empiric 2025 Dividends"), the Acquisition values each
Empiric Share at approximately 94.2 pence and Empiric's entire issued and to
be issued share capital at approximately £634 million. The terms of the
Acquisition imply an EPRA NTA discount of 3.7 per cent. based on each of
Unite's and Empiric's EPRA NTAs per share as at 30 June 2025 (excluding the
Empiric 2025 Dividends).

Based on Unite's closing share price of 855.5 pence as at the Last Undisturbed
Trading Date, and, in addition, the Empiric 2025 Dividends, the Acquisition
values each Empiric Share at approximately 107.5 pence (the "Total Transaction
Value") and Empiric's entire issued and to be issued share capital at
approximately £723 million, representing:

·      a premium of approximately 10 per cent. to Empiric's closing share
price of 97.3 pence as at the Last Undisturbed Trading Date;

·    a premium of approximately 22 per cent. to Empiric's three-month
volume-weighted average price of 88.3 pence as at the Last Undisturbed Trading
Date; and

·    a premium of approximately 24 per cent. to Empiric's six-month
volume-weighted average price of 86.6 pence as at the Last Undisturbed Trading
Date.

Immediately following Completion, Empiric Shareholders will hold approximately
10 per cent. of the issued share capital of the Enlarged Group and existing
Unite Shareholders will hold approximately 90 per cent. of the issued share
capital of the Enlarged Group.

Background to and reasons for the Acquisition

Unite's strategy is to align its portfolio to high-quality universities
(notably Russell Group universities) where it sees the strongest prospects for
future growth in student demand and, therefore, sustainable prospects for
rental growth. Unite's capital allocation aims to enhance this strategic
alignment and therefore earnings growth and returns while maintaining balance
sheet strength.

The long-term outlook for student numbers in the UK is strong, with the
domestic 18-year-old population forecast to grow by 11 per cent. by 2030, and
growth in international demand for higher education from which the UK's
world-class higher education sector is well positioned to benefit.

The "returner" market of non-first year undergraduate and postgraduate
students represents a large, attractive and generally unrealised growth
opportunity which Unite has been tracking for some time. "Conventional" PBSA
is well suited to first-year undergraduate student needs, but approximately
one million students live in traditional houses of multiple occupation
("HMOs"), representing more than the entire first-year student population
living away from home. Unite believes that a tailored product and service,
offering greater independence and a more personal feel, while retaining the
PBSA hallmarks of a high-quality, all-inclusive offer, would be highly
attractive to returner students.

Unite has begun to adapt its PBSA offering to target the returner segment
through a number of initiatives, including the 271-bed scheme at Bromley
Place, Nottingham, tailored to second-year and third-year students as well as
postgraduates, which completed in 2024, and the build-to-rent ("BTR") block at
Burnet Point in Edinburgh which will be completed this summer.

Unite has tracked Empiric's progress in recent years and has been impressed by
the way it has developed a high-quality, differentiated product offering for
returner students under the Hello Student brand, with high NPS rankings.
Empiric's product is more closely aligned with the preferences of returner
students for smaller, characterful assets, offering single occupancy rooms or
smaller cluster sizes, longer tenancies and increased independence. In
addition, Unite notes the Empiric management team's successful execution of
the portfolio transformation strategy, through which Empiric has aligned
itself to some of the best locations in the UK's strongest university cities,
where Unite also seeks to operate. A key attraction of the Empiric portfolio
for Unite is the quality of assets in these key cities, which account for an
outsized proportion of the value of the transaction.

Unite has considered a development-led strategy for increasing its exposure to
the attractive segment for returner students. However, the Acquisition
provides Unite with a more efficient route to scale, and at an entry price
below estimated replacement cost. In addition, Unite is uniquely positioned to
accelerate the growth of Empiric's returner focused portfolio through Unite's
superior access to capital, its own highly experienced development team and
platform, and the possible repositioning of 18 existing Unite assets on to the
Empiric operating model and the Hello Student brand.

Besides the strategic benefits, the Acquisition provides scope for substantial
cost synergies of £13.7 million on a risk-weighted basis. This consists of
two parts. Increased scale in the 16 cities where the Unite and Empiric
portfolios overlap, and combining front-line operations from each company, is
expected to deliver £2.2 million of net operating cost synergies. The
Enlarged Group will also benefit from a single corporate overhead structure
with an additional £11.5 million of cost synergies expected to be realised
through the streamlining and removal of duplicated group functions and public
company costs. Unite expects to realise 55 per cent. of synergies in the first
full year with the remainder in the second full year. Unite is confident in
its ability to deliver these savings and has a successful track record of
integration through its acquisition of Liberty Living in 2019, delivering £18
million of synergies.

In acquiring Empiric, Unite will retain all of Empiric's existing debt
facilities on existing terms, and will retain a strong balance sheet by virtue
of the majority share-based consideration.

In summary, the Board of Unite believes that the Acquisition has a compelling
strategic and financial rationale for Unite and Empiric Shareholders,
resulting in:

·   a £10.5 billion combined portfolio (Unite share: £7.4 billion) in the
UK's strongest universities, with c.75,000 beds on a combined basis of which
92 per cent. are located in Russell Group cities;

·     a platform for expansion in the attractive returner segment through a
proven platform (representing c.11 per cent. of the Enlarged Group's portfolio
value, with scope to increase to c.15-20 per cent. over time through
conversions and future acquisitions) delivering a significant increase in
Unite's addressable market, and enabling Unite to attract and retain students
throughout their academic journey including the c.35,000 first-year students
currently living with Unite;

·     a dedicated high-quality product and service offering under the Hello
Student brand, tailored to the needs of returner students and aligned with the
UK's strongest universities;

·    significant cost synergies of £13.7 million unlocked though Unite's
best-in-class operating platform;

·        earnings and dividend accretion for both sets of
shareholders, from the first full year of ownership for Empiric Shareholders
and in the second full year of ownership for Unite Shareholders (neutral in
the first) as synergies are delivered;

·       a low double-digit unlevered IRR ahead of Unite's cost of capital
and supporting total accounting returns of c.10 per cent. p.a.; and

·      the maintenance of a high-quality balance sheet, with pro forma net
debt / EBITDA of 5.9x, net LTV of 29 per cent., a weighted average cost of
debt of 4.1 per cent., a weighted average debt maturity of 3.6 years and £570
million of undrawn debt facilities, in each case as at 30 June 2025 adjusted
for the impact of the cash consideration.

Recommendation

The Empiric Directors, who have been so advised by Peel Hunt and Jefferies as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their financial advice to
the Empiric Directors, Peel Hunt and Jefferies have taken into account the
commercial assessments of the Empiric Directors.

Accordingly, the Empiric Directors intend unanimously to recommend that
Empiric Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting, as the Empiric Directors
have irrevocably undertaken to do in respect of their own holdings of Empiric
Shares, representing approximately 0.06 per cent. of Empiric's issued share
capital as at the Latest Practicable Date).

Background to and reasons for the Recommendation

Background to the Acquisition

Empiric listed in June 2014 raising £85 million to invest in and develop
high-quality student residential accommodation let on direct tenancy
agreements with a focus on upper quartile rental values, primarily servicing
postgraduate and international students. During the period to December 2017,
Empiric raised a further £547 million to expand its portfolio of PBSA assets
and grew its portfolio from 350 beds at the time of the IPO to 9,158 beds as
at 31 December 2017.

Since 2020, Empiric's management team has undertaken a successful
rationalisation of the Empiric business by disposing of approximately £155
million of non-core assets and increasing Empiric's geographical presence in
prime regional cities aligned with higher-tariff and predominantly Russell
Group universities. Furthermore, Empiric has transformed the capabilities of
its differentiated business model, combining a refined and high-quality
portfolio of PBSA with an in-house operational platform focused on offering
its students a customer first philosophy through the Empiric Group's
award-winning brand, Hello Student. The Empiric Board believes that Empiric
continues to represent a compelling investment proposition for Empiric
Shareholders, with a business model targeting investment in prime regional
cities which attract students from the pools of international, postgraduate
and returning undergraduates, whose premium accommodation requirements are
relatively under-served by the wider PBSA market.

In the last three financial years, Empiric has benefitted from strong sales
cycles which were enhanced by students resuming study programmes which they
had postponed as a result of the Covid-19 pandemic. As the catch-up effects of
the pandemic have now largely passed, Empiric and other PBSA operators,
including Unite, have reported a normalisation of the sales cycle for academic
year 2025/26 and hence a later booking profile. Based on market data available
from StuRents, Empiric's occupancy rate continues to outperform the wider
market month-on-month and therefore the Empiric Board continues to anticipate
achieving an occupancy rate of 97 per cent. or better by end of the year.

Despite this robust performance, the Empiric Board notes some increasing
market caution due to the normalisation of the sales cycle for academic year
2025/26 and a changing competitive and regulatory background due to new
legislation such as the UK Government's policy updates to its student visa
programmes and the Renters' Rights Bill. This is reflected in the Empiric
share price which has traded at an average discount of 26 per cent. to its
last reported EPRA NTA per share over the last 12 months to the Last
Undisturbed Trading Date.

In the context of the Acquisition, the Empiric Board has considered the medium
and long-term prospects for Empiric, and particularly the opportunities to
increase the scale of the business materially in an accretive way to generate
long-term, sustainable returns for Empiric Shareholders. Whilst the Empiric
Board remains confident in its strategy, it acknowledges the macro-economic
headwinds impacting the broader UK listed REIT market. These include, inter
alia:

·      dislocation of share prices from underlying operational and
financial fundamentals;

·     shareholders' desire for higher returns given the significant
increase in risk free rates; and

·     reduced access to capital, particularly for companies which are
deemed to be "sub-scale" and/or trade at a persistent discount to net asset
value.

This dynamic will increasingly hinder Empiric's ability to grow materially and
exploit the opportunities presented by economies of scale and the
corresponding ability to spread the fixed proportion of Empiric's
administrative costs across a larger portfolio and revenue base. The Empiric
Board believes that there are few near or medium-term catalysts to address
these systemic challenges, which the Empiric Board believes could continue to
weigh on Empiric's share price and to impede its access to capital. In this
context, Empiric undertook an extensive process in 2024 to identify a joint
venture partner to accelerate its strategic plans, which involved extensive
discussions with a wide range of institutional capital providers, but
ultimately did not result in a joint venture on acceptable terms being formed.

In response, Empiric undertook a successful equity raise in October 2024 at a
price of 93 pence per share with strong support from existing and new Empiric
Shareholders. As part of that process, the Empiric Board received a wide range
of views from material Empiric Shareholders some of which, while acknowledging
the benefits of increased scale for Empiric, noted that there may be limited
appetite to support future fundraises if they were to be conducted at
significant discounts to Empiric's prevailing net asset value. Given this
dynamic, the price at which Empiric Shares have historically traded and the
fact that Empiric has now completed its disposal programme of non-core assets,
the Empiric Board believes that Empiric's options to fund its next stage of
growth are likely to be limited in the near and medium-term.

Engagement with Unite

On 5 June 2025, in response to press speculation, the Empiric Board confirmed
that, following a period of engagement with Unite, it had received a proposal
from Unite on 29 May 2025 comprising 30 pence in cash and 0.09 new Unite
Shares per Empiric Share (the "Original Proposal"). Based on Unite's closing
share price of 855.5 pence on 4 June 2025, being the Last Undisturbed Trading
Date, the Original Proposal valued each Empiric Share at 107.0 pence. On the
basis of the Original Proposal, the Empiric Board agreed with Unite to enter
an initial period of due diligence.

Following a period of due diligence, engagement with Unite Shareholders and
extensive discussion with the Empiric Board, on 23 July 2025, Unite submitted
a revised proposal comprising 32 pence in cash and 0.085 new Unite Shares with
further clarity also provided on dividend entitlements prior to Completion
(the "Revised Proposal"). The Revised Proposal (excluding dividends) therefore
valued each Empiric Share at 104.7 pence, as at the Last Undisturbed Trading
Date - a 2.1 per cent. reduction on the Original Proposal. It was made clear
to Empiric that Unite, in finalising its view on valuation in the light of the
due diligence exercise, was focused on, inter alia, delivering sufficient
earnings accretion for the Enlarged Group, the operating margin for the
current financial year, the slower pace of the 2025/26 booking cycle that has
affected the UK PBSA sector as a whole, and the incremental costs of
integrating the businesses, including - for example - to harmonise fire safety
procedures and standards across the enlarged portfolio.

While the Empiric Board notes the lower value of the Revised Proposal, in
forming its view, it has considered the following:

·    the Total Transaction Value of 107.5 pence values Empiric's entire
issued, and to be issued, ordinary share capital at approximately £723
million, representing:

o  a premium of 10 per cent. to Empiric's closing share price of 97.3 pence
on the Last Undisturbed Trading Date;

o  a premium of 22 per cent. to Empiric's three-month volume weighted average
closing share price of 88.3 pence as at the Last Undisturbed Trading Date;

o  a premium of 16 per cent to the issue price for Empiric's October 2024
equity raise of 93 pence per Empiric Share;

o  based on Unite's last reported EPRA NTA per Unite Share of 986 pence as at
30 June 2025, the terms of the Acquisition imply an EPRA NTA discount of 3.7.
per cent. to Empiric's EPRA NTA per Empiric Share of 120.2 pence as at 30 June
2025 (excluding the Empiric 2025 Dividends);

·   based on Unite's closing share price as at the Last Undisturbed Trading
Date, approximately 69 per cent. of the Acquisition consideration is payable
in New Unite Shares, providing Empiric Shareholders with a tax-efficient means
of remaining invested in the UK PBSA sector via the enlarged vehicle with
exposure to the expected strategic and financial benefits set out below;

·   based on Unite's closing share price as at the Last Undisturbed Trading
Date, approximately 31 per cent. of the Acquisition consideration is payable
in cash, providing Empiric Shareholders with significant liquidity at a
premium to Empiric's closing share price on the Last Undisturbed Trading Date,
while underpinning the value of the Acquisition as a whole. In addition, on an
EPRA NTA basis, the cash consideration allows Empiric Shareholders to realise
the equivalent of approximately 27 per cent. of Empiric's EPRA NTA per Empiric
Share of 120.2 pence as at 30 June 2025;

·      Empiric Shareholders will be entitled to receive and retain the
Empiric 2025 Dividends, retaining income through the offer period until
Completion, and then will be expected to be eligible for the Unite dividend
payable in respect of H1 2026 (further details regarding dividend entitlements
are set out in paragraph 12 of this Announcement);

·       the compelling financial effects of the combination for Empiric
shareholders in respect of the New Unite Shares, including:

o  participating in the synergy benefits arising from the Acquisition that
Unite as an established, publicly listed PBSA operator of scale is uniquely
qualified to deliver (as set out in further detail in Appendix 4 of this
Announcement);

o  material earnings and dividend accretion, with an implied uplift of 36 per
cent. and 30 per cent. in earnings and dividends per share, respectively based
on 2024 earnings and dividends, and prior to synergies;

·    the significant enhancement in scale delivered through a £10.5
billion combined portfolio, comprising c.75,000 beds, in locations aligned
with the UK's strongest universities, including meaningful exposure to the
London PBSA market;

·      the compelling strategic rationale for the combination of the two
portfolios, creating a platform for expansion in the attractive returner
segment through a proven platform (representing 11 per cent. of the Enlarged
Group's portfolio value, with scope for further expansion over time through
conversions and future acquisitions) delivering a significant increase in
Unite's addressable market, and enabling Unite to attract and retain students
throughout their academic journey including the c.35,000 first-year students
currently living with Unite; and

·     through holding shares in a FTSE 100 constituent with an investment
grade credit rating, where the greater liquidity in the trading of Unite
Shares compared with Empiric Shares would allow Empiric Shareholders to trade
in and out of the Unite Shares should they wish to do so.

The Empiric Board has also reflected on the following:

·     Unite's share price has reduced by 14 per cent. over the duration of
the offer period and, based on Unite's closing share price as at the Latest
Practicable Date, the implied value of the Acquisition is 94.2 pence for each
Empiric Share, excluding dividends; and

·      based on Unite's closing share price on the Latest Practicable
Date, the Acquisition implies an absolute discount of 22 per cent. to
Empiric's EPRA NTA per Empiric Share of 120.2 pence as at 30 June 2025.

The Empiric Board recognises the medium and long-term financial benefits of
Empiric Shareholders becoming shareholders in Unite which, supported by the
strategic merits of the combination, might reasonably be expected to drive
appreciation in the Unite share price above the level at which the Unite
Shares currently trade (near the five-year low), allowing Empiric Shareholders
to capture anticipated future value in the student accommodation sector whilst
reducing many of the associated uncertainties arising from a smaller operating
platform and increasing liquidity. In addition, the Empiric Board assesses
that on an EPRA NTA basis the cash portion of the consideration effectively
enables Empiric Shareholders to realise approximately 27 per cent. of their
holding at Empiric's EPRA NTA per Empiric Share of 120.2 pence as at 30 June
2025.

Taking all the above factors fully into consideration, the Empiric Board
intends to recommend unanimously that Empiric Shareholders vote in favour of
the Scheme at the Court Meeting and the Resolution to be proposed at the
General Meeting.

Information on Unite

Unite was founded in 1991 in Bristol and has grown to become the UK's largest
owner, manager, and developer of PBSA serving the country's world-leading
higher education sector. Unite provides homes to 68,000 students across 152
properties in 23 leading university towns and cities. Unite also partners with
over 60 universities across the UK, with 93 per cent of the rental portfolio
by value in Russell Group cities. It is the Empiric assets in certain
high-value cities, mainly Russell Group, which form a key part of the
commercial attraction of the transaction for Unite.

In addition to Unite's wholly-owned portfolio, Unite has partnered
successfully with private capital and other investors, including via a
London-focused JV with GIC, the multi-investor fund USAF, and recently
university partnerships with Newcastle University and Manchester Metropolitan
University. Acquisitions have also formed a key part of the growth of the
Unite business, most notably with the acquisition and successful integration
of Liberty Living for £1.4 billion in 2019, leveraging Unite's operating
platform and delivering £18 million of annual cost synergies.

Unite has delivered attractive returns for shareholders over many years,
including annualised EPS growth of 10.5 per cent. over the last ten years.
Unite has also consistently traded at a premium relative to other companies in
the sector, with an average nil discount to last reported EPRA NTA per share.
over the last three years and an approximate 12 per cent. premium over the
last ten years. Today, Unite is a constituent of the FTSE 100 index with a
market capitalisation of £4.2 billion as at the Last Undisturbed Trading
Date.

Property valuation reports for Unite's portfolio, prepared in accordance with
Rule 29 of the Code, are set out in Appendix 5.

Information on Empiric

Empiric is a FTSE 250 UK REIT listed on the equity shares (commercial
companies) category of the Official List. Empiric owns a portfolio of 74
attractive and characterful operational PBSA assets in prime regional cities,
including in particular Russell Group cities, which attract students from the
growing pool of affluent international, postgraduate and returning
undergraduates, whose premium accommodation requirements are relatively
under-served by conventional PBSA providers. Empiric operates its assets
through its Hello Student brand which in the 2024 Global Student Living Index
was awarded Gold Operator Certification, with an NPS score of +32, well
exceeding the average for University and Private Halls (+12 and +19
respectively).

Since 2018, Empiric has developed an efficient, in-house operational platform
which has been designed to grow and create long-term sustainable returns for
shareholders. Together with its clustering strategy, this has allowed Empiric
to exploit economies of scale and improve its gross margin to 70 per cent. in
its financial year to 31 December 2024, up from 57 per cent. in the financial
year to 31 December 2017 prior to the initiation of the business
transformation. In 2022, Empiric launched its first postgraduate exclusive
product in Edinburgh and has since identified a total of 18 assets suitable
for conversion to postgraduate exclusive accommodation, 6 of which are
expected to be operational in 2026.

As at 30 June 2025, Empiric's portfolio was valued at £1.2 billion and
comprised 74 operational assets and 7,717 student beds. As at the Last
Undisturbed Trading Date, Empiric had a market capitalisation of £654
million.

A property valuation report for Empiric's portfolio, prepared in accordance
with Rule 29 of the Code, is set out in Appendix 5.

Empiric current trading

Like most PBSA operators, Empiric has continued to experience a normalisation
of the reservation pattern with revenue occupancy for academic year 2025/26
currently at 77 per cent compared to 92 per cent in the prior year. Whilst the
later booking cycle presents challenges, Empiric is encouraged that occupancy
remains ahead of the wider sector, as evidenced from data provided by
StuRents, and remains in line with the company's pre-pandemic experience.

Further, Empiric notes the continued growth in student applications, with
applications from China and the United States having risen 10 and 14 per cent,
respectively year-on-year. With a significant proportion of beds booked by
postgraduates, Empiric's reservation period extends through the autumn until
the start of the January term. This supports the Empiric Board's continued
belief that revenue occupancy of 97 per cent or better will be achieved for
the next academic year.

Given this later booking pattern, the impact of dynamic pricing has been more
muted relative to this point last year; however, Empiric still expects
like-for-like rental growth to exceed four per cent for academic year 2025/26.

Empiric's EPRA EPS for the six-month period to 30 June 2025 was 2.2 pence per
share, a decrease of 4.3 per cent on 30 June 2024. The decline follows an
anticipated weakening in operating margin this period, alongside the temporary
effect of Empiric's equity raise in late 2024. Empiric expects to reconfirm
its earlier dividend guidance.

Empiric's property portfolio was valued at approximately £1.2 billion as at
30 June 2025, a like-for-like increase of 0.8 per cent. on 31 December 2024.
Empiric's EPRA NTA as at 30 June 2025 was 120.2 pence per share, up 0.5 per
cent. from 31 December 2024.

Intentions of Unite with regard to the business of Empiric

Strategic Plans

As set out in paragraph 3 above, Unite believes there is significant potential
to continue and grow Empiric's successful operating model which is
particularly attractive to returning and postgraduate students.

In order to deliver on this potential, prior to this Announcement, consistent
with market practice, Unite has been granted access to various materials and
to key individuals for the purposes of confirmatory due diligence. Following
the Effective Date, Unite intends to work with Empiric's management to
undertake a more detailed evaluation of Empiric's portfolio and its operations
to formulate a detailed strategy, which may include select asset disposals.
Unite expects that this evaluation will be completed within approximately nine
months of the Effective Date.

Board composition and governance arrangements

It is intended that the current executive and non-executive directors of
Empiric will resign from their roles upon or shortly following Completion. The
composition of the Board of Unite is not expected to change following
Completion and is expected to continue to comply with the UK Corporate
Governance Code.

Management, employees and head office

Unite attaches great importance and value to the skills, experience and
commitment of Empiric's employees and recognises that the employees of Empiric
will continue to be an important factor in maximising the success and growth
of the enlarged business.

Unite expects Empiric employees to continue to contribute to the success of
Empiric under Unite ownership following the Effective Date and anticipates
that they will benefit from greater opportunities as a result of the
Acquisition.

Following the Acquisition becoming Effective, Unite confirms that the existing
contractual and statutory employment rights of all Empiric Group employees
will be honoured. Neither Unite nor Empiric has an existing defined benefits
scheme. Unite intends to maintain the current Empiric pension scheme and
current employer pension contribution levels for at least 12 months after
Completion. Unite intends to align employment terms across the Enlarged Group
within 24 months after Completion, subject to appropriate consultation and in
accordance with applicable law.

The Unite Board intends to generate cost savings from both economies of scale
and from the rationalisation of the Empiric Board and overlapping group
functions and any other areas of duplication. Efficiencies in maintenance,
management structures and payment processing fees are expected to contribute
to operational savings of £2.2 million p.a. Expected overhead savings of
£11.5 million are principally achieved through the removal of duplicated
roles and activities, closing the Empiric offices and duplicated technology
systems.

In order to achieve the full potential benefits of the Acquisition, within 9
months from Completion, the Unite Board intends to complete a detailed
integration review of the business, operations and administration of Empiric,
alongside the business, operations and administration of Unite, to assess how
they can work most effectively and efficiently and how they will be best
integrated and avoid any overlap or unnecessary duplication of function across
the two businesses. Based on synergy planning, the Board anticipates
significant levels of duplication across the Enlarged Group in respect of head
office (including listed company) and operational functions with the reduction
in headcount expected to be approximately 40 per cent. of Empiric's existing
headcount and not exceed 7.5 per cent. of the Enlarged Group's headcount. The
extent of rationalisation will depend upon the outcome of the Unite Board's
review and options available to rationalise outsourced activities and Unite
will carry out appropriate consultation on proposals in accordance with
applicable law.

Post-Completion, Unite proposes to close Empiric's offices in London and
Birmingham, consolidating activity at Unite's head office in Bristol, as its
primary headquarters, and in London for certain group, investment and
development functions. As part of this transition, it is anticipated that head
office roles currently based at Empiric's head office in London and Empiric's
Birmingham office will be based at Unite's existing offices in Bristol and
London, following appropriate consultation and in accordance with applicable
legal requirements. Unite does not intend to make use of Empiric's fixed
assets, other than its property assets, following integration into Unite's
business.

Save as described below, Unite has not entered into, nor had any discussions
regarding, any form of incentive arrangements with members of Empiric's
management and does not intend to have any such discussions before Completion.

Unite has agreed that Empiric may grant retention awards of up to £500,000 in
aggregate (excluding employer's social security costs) to certain Empiric
employees (which may include members of Empiric's management other than
Empiric Directors or other members of the Empiric executive committee) whom
Unite and Empiric consider it important to incentivise to remain with the
Empiric Group for the purpose of protecting the business to be acquired
pursuant to the Acquisition. Any such awards will be: (i) conditional on
employment to the date of payment (save in cases of redundancy); (ii) capped
at the higher of 75 per cent. of the annual salary of the applicable Empiric
employee as at the date of this Agreement and £75,000; and (iii) paid as to
50 per cent. on 25 March 2026 and as to the remaining 50 per cent. upon the
earlier of : (a) the date that is 12 months after the Effective Date; (b) the
Long-Stop Date (if the Effective Date has not occurred by then); (c) the later
of the date on which an employee is made redundant and 25 March 2026; (d) the
later of the date on which the Acquisition lapses as a result of the CMA
Condition not being satisfied or waived and 25 March 2026 if the lapse date is
earlier; and (e) if the Scheme is not approved by the Scheme Shareholders at
the Court Meeting, 25 March 2026.

Registered office

Following the Acquisition becoming Effective, the Enlarged Group will retain
Unite's listing on the London Stock Exchange. The registered office of Unite
will remain at South Quay, Temple Back, Bristol, United Kingdom, BS1 6FL until
on or around 31 December 2025, at which point Unite intends to relocate its
registered office to First Floor, Number One, Welcome Building, Bristol BS2
0PS.

Empiric Listing

Following the Acquisition becoming Effective, the Unite Board intends for
applications to be made to the London Stock Exchange to cancel trading in
Empiric Shares on the Main Market, and to the FCA to cancel the listing of
Empiric Shares on the Official List, in each case with effect from or shortly
following the Effective Date. Unite intends to re-register Empiric as a
private company within 90 days of the Effective Date. Further details about
the de-listing and cancellation of trading of Empiric Shares can be found in
paragraph 14.

Research and development

Neither Unite nor Empiric operates a research and development function and
there are no plans to establish such a function following Completion.

Irrevocable undertakings

Unite has received irrevocable undertakings from each of the Empiric Directors
in respect of their own legal and/or beneficial holdings of Empiric Shares to
vote in favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting, in respect of a total of 384,091 Empiric
Shares representing, in aggregate, approximately 0.06 per cent. of Empiric's
issued share capital as at the Latest Practicable Date.

Further details of the irrevocable undertakings described above are set out in
Appendix 3.

Empiric Share Plans

Empiric has established share plans which provide for the grant of awards to
employees, including executive directors of Empiric.

The Acquisition will extend to any Empiric Shares which are unconditionally
allotted or issued before the Scheme Record Time, including those allotted or
issued as a result of the exercise of options under the Empiric Share Plans.

The Scheme will not extend to Empiric Shares issued after the Scheme Record
Time. However, it is proposed to amend Empiric's articles of association at
the General Meeting to provide that, if the Scheme becomes Effective, any
Empiric Shares issued to any person after the Scheme Record Time (including in
satisfaction of an option exercised under one of the Empiric Share Plans) will
be automatically transferred to Unite in consideration for the payment by
Unite to such persons of 0.085 New Unite Shares and 32 pence in cash for each
Empiric Share so transferred.

Participants in the Empiric Share Plans will be contacted regarding the effect
of the Acquisition on their options under the Empiric Share Plans and, where
required, appropriate proposals will be made to such participants. Further
details of such proposals will be set out in the Scheme Document and in
separate letters to be sent to the participants in the Empiric Share Plans in
due course.

Pre-Completion dividends

Following the Effective Date, Unite will continue to target sustainable growth
in dividends, distributing 80 per cent. of its adjusted earnings each year via
an interim dividend (representing approximately one third of the total
expected dividend for the financial year) and a final dividend (comprising the
remaining two thirds).

Unite's interim dividend in respect of the financial year ended 31 December
2025 was announced in July 2025, with such dividend to be paid in October 2025
to Unite Shareholders on the register of members as at a record date in
September 2025 (the "Unite Interim Dividend"). Unite's final dividend in
respect of the financial year ended 31 December 2025 is expected to be
announced in February 2026, with such dividend to be paid in May 2026 to Unite
Shareholders on the register of members as at a record date in April 2026 (the
"Unite Final Dividend", together with the Unite Interim Dividend, the "Unite
Permitted Dividends").

Based on the expected timetable for the Acquisition to become Effective,
Empiric Shareholders who receive New Unite Shares pursuant to the Scheme will
not be entitled to the Unite Interim Dividend, but may be entitled to the
Unite Final Dividend, provided that they continue to hold such New Unite
Shares on the relevant record date.

In order to facilitate the ongoing payment of ordinary course dividends to
both Unite Shareholders and Empiric Shareholders up to and including the
Effective Date, and to ensure that they each receive an amount in respect of
the financial year ended 31 December 2025 that is equivalent to what they
would have received had the Acquisition not occurred:

·     Empiric Shareholders will be entitled to receive and retain any
quarterly dividends in respect of the financial year ended 31 December 2025
that have been and will be announced, declared or paid by Empiric, provided
that such dividends are payable in the ordinary course and are consistent with
Empiric's past practice in relation to the payment of dividends as to timing
and quantum (the "Empiric Permitted Dividends"); and

·      in the event that Empiric Shareholders (who continue to hold their
shares in the manner described above) become entitled to the Unite Final
Dividend, Unite will have the right either (a): to reduce the value of the
cash consideration of 32 pence for each Empiric Share by the amount by which
Empiric Permitted Dividends (in aggregate) exceed 1.5 pence per Empiric Share;
or (b) to declare and pay an equalising dividend to Unite Shareholders so as
to reflect the amount by which Empiric Permitted Dividends (in aggregate)
exceed 1.5 pence per Empiric Share.

If any other dividend or distribution or other return of value or payment
other than the Empiric Permitted Dividends is authorised, declared, made or
paid in respect of Empiric Shares on or after the date of this Announcement
and with a record date before the Effective Date, Unite reserves the right to
reduce the consideration payable for each Empiric Share under the Acquisition.
If (but only to the extent) Unite exercises the above right in respect of a
dividend, distribution or return of value, to adjust the consideration payable
in respect of the Acquisition for the Empiric Shares in respect of all or any
part of a dividend, distribution or other return of value that has not been
paid, Empiric Shareholders shall be entitled to receive and retain any such
dividend, distribution or other return of value declared, made or paid. Any
exercise by Unite of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the Scheme.

In addition, if any other dividend or distribution or other return of value or
payment is made by Unite other than the Unite Permitted Dividends, Empiric may
declare and pay an equalising dividend to Empiric Shareholders equal to the
amount of all or part of any such other dividend, distribution or form of
capital return, without any consequential change to the consideration.

In the event that the Effective Date occurs after the record date for the
Unite Final Dividend, Unite and Empiric expect to implement such additional
arrangements as may be required to facilitate the ongoing payment of ordinary
course dividends to Unite Shareholders and Empiric Shareholders, as
applicable, in respect of the period up to the Effective Date.

Structure of, and Conditions to, the Acquisition

It is intended that the Acquisition will be implemented by means of a
court-sanctioned scheme of arrangement between Empiric and the Scheme
Shareholders, under Part 26 of the Companies Act. The procedure involves,
among other things, an application by Empiric to the Court to sanction the
Scheme.

The purpose of the Scheme is to provide for Unite to become the owner of the
entire issued and to be issued share capital of Empiric. In order to achieve
this, the Scheme Shares will be transferred to Unite under the Scheme. In
consideration for this transfer, the Scheme Shareholders will receive New
Unite Shares and cash on the basis set out in paragraph 2 of this
Announcement. The transfer to Unite of the Scheme Shares will result in
Empiric becoming a wholly owned subsidiary of Unite.

The Scheme requires approval by Scheme Shareholders who are present and voting
(and who are entitled to vote) by the passing of a resolution at the Court
Meeting. This resolution must be approved by a majority in number of the
Scheme Shareholders (or the relevant class or classes thereof, if applicable,
unless all members of any such class have consented to be bound by the Scheme)
present and voting, either in person or by proxy, at the Court Meeting, (or at
any separate class meeting which may be required by the Court), representing
not less than 75 per cent. in value of the Scheme Shares (or the relevant
class or classes thereof, if applicable) voted.

Following the Court Meeting and the General Meeting, the Scheme must be
sanctioned by the Court. Any Scheme Shareholder is entitled to attend the
Court Sanction Hearing in person or through counsel to support or oppose the
sanctioning of the Scheme. The Scheme will only become Effective upon delivery
to the Registrar of Companies of a copy of the Court Order.

Conditions to the Acquisition

The Scheme and the Acquisition is subject to the Conditions and certain
further terms referred to in Appendix 1 to this Announcement and to the full
terms and conditions to be set out in the Scheme Document when issued,
including, amongst other things:

(a)       the approval by a majority in number of the Scheme Shareholders
present and voting (and entitled to vote), either in person or by proxy, at
the Court Meeting representing not less than 75 per cent. in value of the
Scheme Shares voted;

(b)         the passing of the Resolution required to approve and
implement the Scheme by the requisite majority of Empiric Shareholders at the
General Meeting;

(c)         following the Court Meeting and General Meeting and
satisfaction and/or waiver (where applicable) of the other Conditions,
including the CMA Condition described in further detail below, the sanction of
the Scheme by the Court (with or without modifications, on terms reasonably
acceptable to Unite and Empiric); and

(d)         following the sanction by the Court, the delivery of a copy of
the Scheme Court Order to the Registrar of Companies.

Additionally, the Scheme will lapse if, amongst other things:

(a)          the Court Meeting and General Meeting is not held on or
before the 22nd day after the expected date of such meetings, which will be
set out in the Scheme Document in due course (or such later date as may be
agreed by Unite and Empiric with the consent of the Panel and, if required,
the Court);

(b)         the Court Sanction Hearing is not held on or before the 22nd
day after the expected date of such hearing, which will be set out in the
Scheme Document in due course (or such later date as may be agreed between
Unite and Empiric);

(c)         the Scheme does not become Effective on or before 11.59pm on
the Long-Stop Date (or such later date as Unite and Empiric may, with the
consent of the Panel, agree and, if required, the Court).

Unite may only invoke a Condition so as to cause the Acquisition not to
proceed, lapse or to be withdrawn with the consent of the Panel. Certain
Conditions are not subject to this requirement. Further details are set out in
Parts A and B of Appendix 1.

 

Subject to the satisfaction of the CMA Condition and the other Conditions,
Unite and Empiric currently expect that the Acquisition will become Effective
by the second quarter of 2026.

CMA Condition

The Acquisition is conditional on the CMA Condition, being the satisfaction of
either the CMA Phase 1 Clearance Condition or the CMA Phase 2 Clearance
Condition. The CMA Condition has been included following specific negotiation
between the parties.

Unite and Empiric do not intend to implement the Acquisition without CMA Phase
1 clearance, such clearance being provided either unconditionally or subject
to undertakings in lieu of a Phase 2 CMA Reference ("UILs") offered by Unite
which are reasonably satisfactory to Unite.

The CMA Phase 1 Clearance Condition could be invoked by Unite with the consent
of the Panel if: (i) the CMA refers the Acquisition to a Phase 2 CMA
Reference; or (ii) the CMA does not accept as sufficient any UILs offered by
Unite which are reasonably satisfactory to Unite with the aim of securing
Phase 1 clearance.

Scheme Shareholders should note that Unite intends to seek the Panel's consent
to invoke the CMA Phase 1 Clearance Condition if the CMA would only be
satisfied by the parties providing UILs in the form of disposals which are
unacceptable to or not deliverable by the parties, as the integrity of Unite's
post-Completion portfolio is an essential part of the strategic and economic
rationale for the Acquisition. In particular, given Unite's strategy, certain
Empiric assets in certain - mainly Russell Group - cities are of greater value
than certain other assets, by virtue of their nature, location, etc., such
that if UILs were to require the disposal of such assets that would not be
reasonably satisfactory to Unite.

In addition, Unite intends to seek the Panel's consent to invoke the CMA Phase
1 Clearance Condition if the CMA refers the Acquisition to a Phase 2 CMA
Reference, because the delays to Completion that would necessarily arise and
which would result in prolonged uncertainty and cost for both parties.

Unite's intentions in this regard have been discussed with Empiric, which
shares Unite's views of the material impact of such circumstances. Both the
Empiric Board and the Unite Board considers the CMA Phase 1 Clearance
Condition to be a material term of the Acquisition from the perspective of
their respective shareholders.

If the Panel's consent to invoke the CMA Phase 1 Clearance Condition is not
provided in the aforementioned circumstances and a Phase 2 CMA Reference is
made, Unite intends to seek the Panel's consent to invoke the CMA Phase 2
Clearance Condition if: (i) the CMA does not clear the proposed Acquisition
without any undertakings or conditions, or (ii) any undertakings or orders
imposed or likely to be imposed by the CMA in order to allow the proposed
Acquisition to proceed are not on terms reasonably satisfactory to Unite. The
same considerations as detailed above in determining what UILs would be
reasonably satisfactory to Unite equally apply to determining whether any
terms of any undertakings or orders imposed by or likely to be imposed by the
CMA following a Phase 2 Reference in order to clear the Acquisition would be
reasonably satisfactory to Unite. In particular, if the terms the CMA imposes
or is likely to impose the disposal of certain Empiric assets in certain -
mainly Russell Group - cities, that would not be reasonably satisfactory to
Unite.

A decision by the Panel whether to permit Unite to invoke a condition to the
offer would be judged by the Panel by reference to the facts at the time that
the relevant circumstances arise, including the views of the Empiric Board at
the time.

Effect of Scheme becoming Effective

Once the Scheme becomes Effective, it will be binding on all Scheme
Shareholders, whether or not they voted at the Court Meeting and the General
Meeting and, if they did vote, whether or not they voted in favour of or
against the Resolution proposed at those meetings.

Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document. It is expected that
the Scheme Document will be despatched to Empiric Shareholders as soon as
reasonably practicable and in any event within 28 days of this Announcement
(unless otherwise agreed by the Panel, Unite and Empiric).

De-listing and re-registration

Applications will be made to the FCA for the cancellation of the listing of
the Empiric Shares on the Official List and to the London Stock Exchange for
the cancellation of the admission to trading of Empiric Shares on the Main
Market. It is expected that such de-listing and cancellation of admission to
trading would take effect on the Business Day after the Effective Date.

It is expected that the last day of dealings in, and for registration of
transfers of, Empiric Shares (other than the registration of the transfer of
the Scheme Shares to Unite pursuant to the Scheme) will be the last Business
Day prior to the Effective Date, following which all of the Empiric Shares
will be suspended from the Official List and from trading on the Main Market,
and Empiric Shares will be disabled in CREST and no transfers shall be
registered after this time.

After the Scheme Record Time and before the Scheme becomes Effective,
entitlements to Empiric Shares in CREST will be cancelled and such
entitlements dematerialised. On the Effective Date, all share certificates in
respect of Empiric will cease to be valid and should be destroyed.

If the Scheme is sanctioned, any Empiric Shares held in treasury will be
cancelled prior to the Scheme becoming Effective.

Unite intends to re-register Empiric as a private company as soon as it is
appropriate to do so under the provisions of the Companies Act.

Settlement, listing and dealing in New Unite Shares

Once the Scheme has become Effective, New Unite Shares will be allotted to
former Empiric Shareholders.

It is intended that applications will be made to the FCA and to the London
Stock Exchange for the New Unite Shares to be admitted to the Equity Shares
(Commercial Companies) category of the Official List and to trading on the
Main Market. It is expected that admission of the New Unite Shares to the
Official List and to trading on the Main Market will become effective, and
that dealings for normal settlement in the New Unite Shares will commence, at
8.00 a.m. on the first Business Day after the date on which the Scheme becomes
Effective.

The existing Unite Shares are admitted to CREST. It is expected that all of
the New Unite Shares, when issued and fully paid, will be capable of being
held and transferred by means of CREST.

Further details on listing, dealing and settlement will be included in the
Scheme Document.

Fractions of New Unite Shares will not be allotted or issued pursuant to the
Acquisition, but entitlements of Scheme Shareholders will be rounded down to
the nearest whole number of New Unite Shares and all fractions of New Unite
Shares will be aggregated and sold in the market as soon as practicable after
the Effective Date. The net proceeds of such sale (after deduction of all
expenses and commissions incurred in connection with the sale) will be
distributed in due proportions to the Scheme Shareholders who would otherwise
have been entitled to such fractions (rounded down to the nearest penny), save
that individual entitlements to amounts of less than £5 will be retained for
the benefit of the Enlarged Group.

Offer-related arrangements

Confidentiality Agreement

Unite and Empiric have entered into the Confidentiality Agreement pursuant to
which Unite has undertaken, amongst other things: (a) to keep information
relating to the Acquisition and to Empiric confidential and not to disclose it
to third parties save where expressly permitted, including if required by law
or regulation, or where such information is already in the public domain or
lawfully in the receiving party's possession; and (b) to use the confidential
information for the sole purpose of considering, evaluating, negotiating or
implementing the Acquisition. These confidentiality obligations will remain in
force until the earlier of: (i) two years from the date of the Confidentiality
Agreement and (ii) the date of Completion. In addition, Unite has agreed to
certain standstill restrictions for a period of 12 months from the date of the
Confidentiality Agreement, including not acquiring any interest in securities
of Empiric or making an offer for Empiric without Empiric's prior written
consent, subject to customary exceptions, including where a recommended firm
offer is announced or a third party makes or announces an offer for Empiric.

Reverse Confidentiality Agreement

Empiric and Unite have entered into the Reverse Confidentiality Agreement
pursuant to which Empiric has undertaken, amongst other things: (a) to keep
information relating to the Acquisition and to Unite confidential and not to
disclose it to third parties save where expressly permitted, including if
required by law or regulation, or where such information is already in the
public domain or lawfully in the receiving party's possession; and (b) to use
the confidential information for the sole purpose of considering, evaluating,
negotiating or implementing the Acquisition. These confidentiality obligations
will remain in force until the earlier of: (i) two years from the date of the
Reverse Confidentiality Agreement and (ii) the date of Completion.

Limited Waiver of Privilege Side Letter

Unite and Empiric have entered into a side letter agreement, pursuant to which
Unite acknowledges that certain information provided by Empiric may be subject
to legal professional privilege and has undertaken, amongst other things to
take such precautions to safeguard that information as it would for its own
privileged material.

Clean Team Agreement

Unite and Empiric have entered into a Clean Team Agreement, which sets out how
any Empiric confidential information that is competitively sensitive can be
disclosed, used or shared for the purposes of due diligence, integration
planning and/or regulatory analysis and any associated clearance processes by
Unite. Such competitively sensitive information must only be shared with
certain individuals or parties identified in the Clean Team Agreement, and
those identified individuals or parties must keep that information
confidential and secure, and ensure it is used only in connection with Unite's
assessment and negotiation of the Acquisition. The Clean Team Agreement will
terminate on the earlier of: (i) Completion; and (ii) three years from the
date of the Clean Team Agreement.

Co-operation Agreement

Unite and Empiric have entered into the Co-operation Agreement, pursuant to
which Unite has agreed to use its reasonable endeavours to obtain CMA
clearance as soon as reasonably practicable following the date of the
Co-operation Agreement and in sufficient time to allow the Effective Date to
occur by the Long Stop Date. Unite and Empiric have also agreed to co-operate
with each other, and Empiric has agreed to provide Unite with reasonable
information, assistance and access, each in relation to seeking to secure the
satisfaction of the CMA Condition.

Unite and Empiric have further agreed to provide each other with reasonable
information, assistance and access for the preparation of certain parts of the
key shareholder documentation, and to certain provisions in the event that the
Scheme is switched to a Takeover Offer. Unite has also agreed to provide
Empiric with certain information and assistance for the purposes of the Scheme
Document.

The Co-operation Agreement records the intention of Unite and Empiric to
implement the Acquisition by way of the Scheme, subject to Unite's right to
switch to a Takeover Offer in certain circumstances.

The Co-operation Agreement may be terminated with immediate effect in the
following circumstances, amongst others:

(a)  if Unite and Empiric so agree in writing;

(b)  upon written notice by Unite to Empiric if:

a. the Empiric directors cease to recommend the Acquisition to Empiric
Shareholders; or

b.   where the Acquisition is being implemented by the Scheme, (i) if the
Empiric Shareholder Meetings are not held on or before the 22nd day after the
expected date of the Empiric Shareholder Meetings (or such later date as may
be agreed by Unite and Empiric or, in a competitive situation, specified by
Unite with the consent of the Panel and, if required, the Court); or (ii) if
the Court Sanction Hearing is not held on or before the 22nd day after the
expected date of such hearing as set out in the Scheme Document (or such later
date as may be agreed by Unite and Empiric or, in a competitive situation,
specified by Unite with the consent of the Panel and, if required, the Court);

(c)  upon service of written notice by one party to the other party prior to
the Long-Stop Date if:

a.   a third party (not acting in concert with Unite) announces a firm
intention to make an offer or revised offer for Empiric under Rule 2.7 of the
Code, which completes, becomes effective or is declared or becomes
unconditional;

b.   a Condition is invoked by Unite where permitted by the Panel (if the
Panel's permission is required);

c.   any Condition (A) which has not been waived is or has become incapable
of satisfaction by the Long Stop Date and Unite confirms it will not waive
such condition, or (B) which is incapable of waiver has become incapable of
satisfaction by the Long Stop Date and, with the permission of the Panel, is
invoked or determined to be incapable of satisfaction; and/or

d.   the Acquisition is withdrawn, terminated or lapses in accordance with
its terms prior to the Long Stop Date and, where required, with consent of the
Panel (except in certain limited circumstances);

(d)  except following an election by Unite to implement the Acquisition by
way of Takeover Offer, the Scheme is not approved by the requisite majority of
holders of Scheme Shares at the Court Meeting and/or Empiric Shareholders at
the Empiric General Meeting, or the Court definitively refuses to sanction the
Scheme; or

(e)  unless otherwise agreed by Unite and Empiric in writing or required by
the Panel, the Effective Date has not occurred by the Long Stop Date.

The Co-operation Agreement also contains provisions that will apply in respect
of the Empiric Share Plans.

Financing of the Acquisition

It is intended that the cash consideration payable by Unite to Empiric
Shareholders under the terms of the Acquisition will be funded by Unite's
undrawn facilities (£750 million as at 30 June 2025). For the purpose of
ensuring certain funds, on 14 August 2025, Unite and Barclays Bank PLC (as
mandated lead arranger, bookrunner and committed lender) entered into a
commitment letter (the "Commitment Letter") in respect of an interim facility
(the "IFA"). Further details of the Commitment Letter and the IFA will be set
out in the Scheme Document.

Lazard, in its capacity as financial adviser to Unite, is satisfied that
sufficient cash resources are available to Unite to satisfy in full the cash
consideration payable to Empiric Shareholders under the terms of the
Acquisition.

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

Unite dividend policy

Following Completion of the Acquisition, Unite will retain a tax-efficient
REIT structure and as such, will be required to distribute a minimum of 90 per
cent. of rental profits, calculated by reference to tax rather than accounting
rules, as a Property Income Distribution ("PID"). Notwithstanding this, Unite
will continue to target sustainable growth in dividends for its shareholders,
and continue to target a payout ratio of 80 per cent. of its adjusted earnings
each year as dividends.

Overseas shareholders

The distribution of this Announcement to, and the availability of the New
Unite Shares to be issued pursuant to the Acquisition to persons not resident
in the United Kingdom may be affected by the laws and regulations of the
relevant jurisdiction. Such persons should inform themselves of and observe
any applicable legal or regulatory requirements of their jurisdiction. Empiric
Shareholders who are in doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.
Further details in relation to overseas shareholders will be contained in the
Scheme Document.

This Announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities, nor is it a solicitation of any
vote or approval in any jurisdiction, nor will there be any purchase or
transfer of the securities referred to in this Announcement in any
jurisdiction in contravention of applicable law or regulation.

Disclosure of interests in Empiric Shares

As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 10 above, neither Unite, nor
any of the Unite Directors, nor, so far as Unite is aware, any person treated
as acting in concert (within the meaning of the Code) with it for the purposes
of the Acquisition:

·    has any interest in, or right to subscribe for, any Empiric Shares nor
does any such person have any short position in Empiric Shares, including any
short position under a derivative, any agreement to sell, any delivery
obligation or right to require another person to purchase or take delivery of
any Empiric Shares; or

·   has borrowed or lent any Empiric Shares or entered into any financial
collateral arrangements relating to Empiric Shares; or

·     is party to any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Code in relation to Empiric
Shares or in relation to securities convertible or exchangeable into Empiric
Shares,

and "interests in securities" for these purposes arise, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person shall be treated as having an "interest" by virtue of their ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to, securities.

Documents available on website

Copies of the following documents are, or will shortly be made, available on
Unite's website at
www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc
and on Empiric's website at www.empiric.co.uk/investors/unite-offer/ until the
Scheme has become Effective or has lapsed or been withdrawn:

·      this Announcement;

·      the Confidentiality Agreement, Reverse Confidentiality Agreement
and Limited Waiver of Privilege Side Letter;

·      the Co-operation Agreement;

·      the Clean Team Agreement;

·      the irrevocable undertakings listed in Appendix 3;

·      the documents entered into for the financing of the Acquisition
referred to in paragraph 17 above;

·      the consent letters from each of Lazard, Deutsche Numis, J.P.
Morgan Cazenove, Peel Hunt and Jefferies;

·      the valuation reports from each of Knight Frank, JLL, CBRE and
Cushman & Wakefield as set out in Appendix 5 to this Announcement; and

·      the consent and no material difference letters from each of
Knight Frank, JLL, CBRE and Cushman & Wakefield.

Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks are incorporated into or
form part of this Announcement.

General

Unite reserves the right, subject to the prior consent of the Panel and the
terms of the Co-operation Agreement, to elect to implement the acquisition of
the Empiric Shares by way of a Takeover Offer. In such event, such Takeover
Offer will be implemented on the same terms (subject to appropriate amendments
as described in Part C of Appendix 1 to this Announcement), so far as
applicable, as those which would apply to the Scheme. Furthermore, if such
Takeover Offer is made and sufficient acceptances of such Takeover Offer are
received, when aggregated with Empiric Shares otherwise acquired by Unite, it
is the intention of Unite to apply the provisions of section 979 of the
Companies Act to acquire compulsorily any outstanding Empiric Shares to which
such offer relates.

The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange
and the FCA.

Each of Lazard, Deutsche Numis, J.P Morgan Cazenove, Peel Hunt and Jefferies
has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein to the references to its name and,
where applicable, report in the form and context in which it is included.

The Acquisition is subject to the satisfaction or waiver (as applicable) of
the Conditions and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions to be set out in the Scheme
Document. Appendix 2 contains sources and bases of certain information
contained within this Announcement. Appendix 3 contains details of the
irrevocable undertakings given to Unite in relation to the Acquisition.

Appendix 4 to this Announcement contains the Quantified Financial Benefits
Statement, together with the reports from Grant Thornton, as reporting
accountants to Unite for the purposes of the Quantified Financial Benefits
Statement, and Lazard, as financial adviser to Unite for the purposes of the
Quantified Financial Benefits Statement, as required under Rule 28.1(a) of the
Code. Each of Grant Thornton and Lazard has given and not withdrawn its
consent to the publication of its report in this Announcement in the form and
context in which it is included. For the purposes of Rule 28 of the Code, the
Quantified Financial Benefits Statement contained in Appendix 4 to this
Announcement is the responsibility of Unite and the Unite Directors and not of
the Empiric Directors.

Appendix 5 to this Announcement contains property valuations supported by
valuation reports for Unite and Empiric as at 30 June 2025 pursuant to the
requirements of Rule 29 of the Code. These property valuation reports will,
subject to the requirements of the Code, be reproduced in the Scheme Document.
Each of Knight Frank, JLL, CBRE and Cushman & Wakefield has given and not
withdrawn their consent to the publication of their respective valuation
reports in this Announcement in the form and context in which it is included.

For the purposes of Rule 29.5 of the Code, the Unite Board confirms that:

·    Knight Frank has confirmed to them that in respect of the properties
covered by their valuation report set out in Appendix 5 to this Announcement,
there is no material difference between the values provided by Knight Frank as
at 30 June 2025 and contained in their valuation report and the values that
would have been stated were the valuation date the date of this Announcement;

·     JLL has confirmed to them that in respect of the properties covered
by their valuation report set out in Appendix 5 to this Announcement, there is
no material difference between the values provided by JLL as at 30 June 2025
and contained in their valuation report and the values that would have been
stated were the valuation date the date of this Announcement;

·     CBRE has confirmed to them that in respect of the properties covered
by their valuation report set out in Appendix 5 to this Announcement, there is
no material difference between the values provided by CBRE as at 30 June 2025
and contained in their valuation report and the values that would have been
stated were the valuation date the date of this Announcement; and

·    Cushman & Wakefield has confirmed to it that an updated valuation
of Empiric's portfolio of property assets as at the date of this Announcement
would not be materially different from the valuation given by Cushman &
Wakefield as at 30 June 2025 and contained in the Cushman & Wakefield
valuation report set out in Appendix 5 to this Announcement. Certain Empiric
operational assets are grouped in the Cushman & Wakefield valuation report
for valuation purposes.

Appendix 6 contains details of the Unite 2025 Profit Forecast and Empiric 2025
Profit Forecast.

Appendix 7 contains the definitions of certain terms used in this
Announcement.

In the event that either Unite or Empiric's property portfolio were to be sold
at the valuations contained in the valuation reports set out in Appendix 5 to
this Announcement, any gains realised on such disposals may be subject to
taxation in the UK. Generally, disposals by a UK REIT of assets located in the
UK held for the purpose of a property rental business should be exempt from UK
corporation tax; however, there are specific rules which can result in assets
held as part of the property rental business being subject to tax on disposal
(for example when a property is materially developed and sold within three
years of completion of that development). In connection with the Acquisition,
it is not expected that the aforementioned tax liability will crystallise.

The Scheme Document and the Forms of Proxy accompanying the Scheme Document
are expected to be sent to Empiric Shareholders within 28 days of this
Announcement (or on such later time as Unite, Empiric and the Panel may
agree). A copy of the Scheme Document is also expected to be sent (for
information only) to persons with information rights and participants in the
Empiric Share Plans at the same time as it is posted to Empiric Shareholders.

 

Analyst and investor presentation

Unite will host a presentation for analysts and investors today at 8:30 am
(London time) to discuss the Acquisition.

To watch via webcast, please register and log in at the following:
brrmedia.news/UTG_Aug25 (https://brrmedia.news/UTG_Aug25)

Subject to certain restrictions, the slides used in the presentation will be
available to all interested parties at
www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc
(http://www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc)
.

 

Enquiries:

 

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

(Joint Financial Adviser and Corporate Broker to
Unite)                              +44 (0) 20
7260 1000

Heraclis Economides

Oliver Hardy

Oliver Ives

 

J.P. Morgan Cazenove

(Joint Financial Adviser and Corporate Broker to Unite)
               +44 (0) 20 3493 8000

Matt Smith

Paul Pulze

Saul Leisegang

 

Sodali & Co (Communications Adviser to
Unite)
+44 (0) 20 7250 1446

Justin Griffiths

Victoria Heslop

Louisa Henry

 

Empiric
(via FTI Consulting)

Mark Pain (Non-Executive Chairman)

Duncan Garrood (Chief Executive Officer)

Donald Grant (Chief Financial & Sustainability Officer)

 

Peel Hunt (Joint Financial Adviser and Corporate Broker to Empiric)
 +44 (0) 20 7418 8900

Capel Irwin

Michael Nicholson

Henry Nicholls

 

Jefferies (Joint Financial Adviser and Corporate Broker to Empiric)
   +44 (0) 20 7029 8000

Tom Yeadon

Philip Noblet

Harry Le May

 

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

Dido Laurimore

Eve Kirmatzis

 

Herbert Smith Freehills Kramer LLP is acting as legal adviser to Unite in
connection with the Acquisition.

Gowling WLG (UK) LLP is acting as legal adviser to Empiric in connection with
the Acquisition.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase or otherwise acquire, subscribe for,
sell, or otherwise dispose of, any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Empiric in any
jurisdiction in contravention of applicable laws. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, in the
event that the Acquisition is to be implemented by means of a Takeover Offer,
the Offer Document), which, together with the Forms of Proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision by Empiric Shareholders in respect
of, or other response to, the Acquisition (including any vote in respect of
the Resolution to approve the Acquisition, the Scheme or related matters),
should be made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document).

This Announcement does not constitute a prospectus or prospectus equivalent
document.

The person responsible for arranging for the release of this Announcement on
behalf of Unite is Christopher Szpojnarowicz, Group Legal Director &
Company Secretary, and on behalf of Empiric is Lisa Hibberd, Company
Secretary.

The Acquisition will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the FCA.

Information relating to Empiric Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Empiric Shareholders, persons with information rights
and other relevant persons in connection with the receipt of communications
from Empiric may be provided to Unite during the offer period as required
under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.

Important Notices relating to the Financial Advisers

Lazard & Co., Limited ("Lazard") which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively as
financial adviser to Unite and 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. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority 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 Prudential Regulation Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority, 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.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as financial
adviser and corporate broker to Empiric and no one else in connection with the
Acquisition and will not be responsible to anyone other than Empiric for
providing the protections afforded to clients of Peel Hunt, nor for providing
advice in connection with the Acquisition or any matter 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 this Announcement, any statement
contained herein 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 Acquisition and will not regard any other person
as its client in relation to the matters in this Announcement and will not be
responsible to any person other than Empiric for providing the protections
afforded to clients of Jefferies nor for providing advice in connection with
the Acquisition or 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.

Overseas shareholders

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law. Any
persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Empiric Shares with respect to the Scheme at the Court Meeting,
or to execute and deliver Forms of Proxy appointing another to vote at the
Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws 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.

This Announcement has been prepared for the purpose of complying with English
law, the Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency 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.

Unless otherwise determined by Unite or required by the Code, and permitted by
applicable law and regulation, the New Unite Shares to be issued pursuant to
the Acquisition to Empiric Shareholders 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 and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form (including, but
not limited to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any other jurisdiction where to
do so would constitute a violation of the laws of, or require registration
thereof in, that jurisdiction. Persons (including without limitation nominees,
trustees and custodians) receiving this Announcement or any formal
documentation relating to the Acquisition must not mail or otherwise forward,
distribute or send such documents in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition.

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 the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facilities or from within any
Restricted Jurisdiction.

The availability of New Unite Shares pursuant to the Acquisition to Empiric
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Empiric Shareholders
who are in any doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Empiric Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notes to US investors in Empiric

Empiric Shareholders in the United States should note that the Acquisition
relates to the shares of an English company and is proposed to be made by
means of a scheme of arrangement provided for under, and governed by, English
law. Neither the proxy solicitation nor the tender offer rules under the US
Securities Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and tender
offer 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 www.londonstockexchange.com.

Financial information included in this Announcement and the Scheme Document
has been or will be prepared in accordance with IFRS and 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. If Unite exercises its right to implement the
Acquisition by way of a Takeover Offer in accordance with the terms of the
Co-operation Agreement and determines to extend the offer into the United
States, such offer will be made in compliance with applicable United States
securities laws and regulations.

Unite and Empiric are each organised under the laws of England and Wales. All
of the officers and directors of Unite and Empiric are residents of countries
other than the United States. It may therefore be difficult for US investors
to enforce their rights and any claim arising out of US securities law. It may
not be possible to sue Unite and Empiric (or their officers and directors) in
a non-US court for violations of US securities laws. It may be difficult to
compel Unite, Empiric and their respective affiliates to subject themselves to
the jurisdiction and judgment of a US court.

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

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.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this document. Any representation to
the contrary is a criminal offence in the United States.

Notes regarding New Unite Shares

The New Unite Shares to be issued pursuant to the Scheme have not been and
will not be registered under the US Securities Act of 1933 (as amended) 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 of 1933 (as amended)
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

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 pm (London time) on the 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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
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 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 (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 (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.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition and other
information published by Unite and Empiric contain statements which are, or
may be deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of Unite and Empiric about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The forward-looking
statements contained in this Announcement may include statements relating to
the expected effects of the Acquisition on Unite and Empiric, the expected
timing of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "targets",
"hopes", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases of similar meaning or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. These statements
are based on assumptions and assessments made by Empiric, and/or Unite in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate.
Although Unite and Empiric believe that the expectations reflected in such
forward-looking statements are reasonable, Unite and Empiric can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking statements,
including, among others the enactment of legislation or regulation that may
impose costs or restrict activities; the renegotiation of contracts or
licences; fluctuations in demand and pricing in the commercial property
industry; changes in government policy and taxations; changes in political
conditions, economies and markets in which Unite and Empiric operate; changes
in the markets from which Unite and Empiric raise finance; the impact of legal
or other proceedings; changes in accounting practices and interpretation of
accounting standards under IFRS; changes in interest and exchange rates;
industrial disputes; war and terrorism. These forward-looking statements speak
only as at the date of this document.

Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors. Neither
Unite nor Empiric, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA),
neither Unite or Empiric is under any obligation, and Unite and Empiric
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

No profit forecasts or estimates

Other than the Unite 2025 Profit Forecast and Empiric 2025 Profit Forecast set
out in Appendix 6 of this Announcement, no statement in this Announcement is
intended as a profit forecast or profit estimate for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Empiric or Unite for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for Empiric or Unite respectively.

Quantified Financial Benefits Statement

The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies and which may in some cases be subject to consultation with
employees or their representatives. The synergies and cost savings referred to
may not be achieved, or may be achieved later or sooner than estimated, or
those achieved could be materially different from those estimated. For the
purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement
contained in this Announcement is the responsibility of Unite and the Unite
Directors.

Publication of this Announcement

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on Unite's website at
www.unitegroup.com/possible-offer-for-empiric-student-property-plc
(https://www.unitegroup.com/possible-offer-for-empiric-student-property-plc)
and Empiric's website at www.empiric.co.uk/investors/unite-offer by no later
than 12 noon (London time) on the Business Day following this Announcement.

The contents of Unite's website and Empiric's website, and any websites
accessible from hyperlinks on those websites, are not incorporated into and do
not form part of this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Empiric Shareholders and persons
with information rights may request a hard copy of this Announcement by
contacting Empiric's registrars, Computershare Investor Services PLC by
writing to them at The Pavilions, Bridgewater Road, Bristol BS99 6ZZ, or by
calling them on +44 (0) 370 703 6003. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
9.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays
in England and Wales). Please note that Computershare Investor Services PLC
cannot provide any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Empiric confirms that, as at the
Latest Practicable Date it had in issue 664,122,535 ordinary shares of one
penny 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 ISIN code GB00BLWDVR75.

For the purposes of Rule 2.9 of the Code, Unite confirms that, as at the
Latest Practicable Date it had in issue 489,383,360 ordinary shares of 25
pence per share, each with voting rights and admitted to trading on the Main
Market of the London Stock Exchange under the ISIN code GB0006928617.

Unite's LEI is 213800BBUUWVDH9YI827.

Empiric's LEI is 213800FPF38IBPRFPU87.

 

Appendix 1

CONDITIONS to AND CERTAIN FURTHER TERMS OF THE ACQUISITION

 

Part A: Conditions to the Scheme and Acquisition

Long Stop Date

1.      The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of the Code,
on or before 11.59 p.m. on the Long-Stop Date or such later date (if any) as
Unite and Empiric may, with the consent of the Panel, agree and (if required)
the Court may allow.

Scheme Approval

2.         The Scheme will be conditional on:

(a)

i.    its approval by a majority in number of the Scheme Shareholders (or
relevant classes thereof, if applicable) on the register of members at the
Voting Record Time present and voting (and entitled to vote), either in person
or by proxy, at the Court Meeting (or at any separate class meeting which may
be required by the Court), or at any adjournment thereof, representing not
less than 75 per cent. in value of the Scheme Shares (or the relevant class or
classes thereof, if applicable) voted by such Scheme Shareholders; and

ii.    the Court Meeting (and any separate class meeting which may be
required by the Court, if applicable) or any adjournment of any such meeting
being held on or before the 22(nd) day after the expected date of the Court
Meeting to be set out in the Scheme Document in due course or such later date
(if any) as Unite and Empiric may, with the consent of the Panel, agree and,
if required, the Court may allow);

(b)

i.    all resolutions required to approve and implement the Scheme being
duly passed by the requisite majority of the Empiric Shareholders at the
General Meeting, or at any adjournment thereof; and

ii.    the General Meeting being held on or before the 22(nd) day after the
expected date of such meetings to be set out in the Scheme Document in due
course (or such later date (if any) as Unite and Empiric may, with the consent
of the Panel, agree and the Court may approve, if such approval is required);

(c)

i.    the sanction of the Scheme by the Court (with or without
modifications, on terms reasonably acceptable to Unite and Empiric) and an
office copy of the Court Order being delivered for registration to the
Registrar of Companies; and

ii.    the Court Sanction Hearing being held on or before the 22(nd) day
after the expected date of the hearing date to be set out in the Scheme
Document in due course (or such later date as may be agreed by Unite and
Empiric with the consent of the Panel, and if required, the Court).

Additional Conditions to the Scheme

3.         Subject to the requirements of the Panel, the Acquisition
is also conditional on the following Conditions having been satisfied or,
where applicable, waived and accordingly the necessary actions to make the
Scheme effective will not be taken unless such Conditions (as amended if
relevant) have been so satisfied or waived:

Admission of New Unite Shares

(a)           (i)         the FCA having acknowledged to
Unite or its agent (and such acknowledgement not having been withdrawn) that
the application for the admission of the New Unite Shares to the Official List
listed in the Equity Shares (Commercial Companies) category has been approved
and (after satisfaction of any conditions to which such approval is expressed
to be subject ("listing conditions")) will become effective as soon as a
dealing notice has been issued by the FCA and any listing conditions having
been satisfied; and

(ii)        the London Stock Exchange having acknowledged to Unite or
its agent (and such acknowledgement not having been withdrawn) that the New
Unite Shares will be admitted to trading on the Main Market;

CMA Condition

(b)          either:

(i)         the CMA issuing a decision in terms reasonably
satisfactory to Unite that it is not the CMA's intention to subject the
proposed acquisition of Empiric by Unite or any matter arising therefrom or
related thereto or any part of it to a reference under section 33 of the EA (a
"Phase 2 CMA Reference"), such decision being either unconditional or
conditional on the CMA's acceptance of UILs offered by Unite under section 73
EA which are reasonably satisfactory to Unite (or the applicable time period
for the CMA to issue either decision having expired without it having done so
and without it having made a Phase 2 CMA Reference) ("CMA Phase 1 Clearance
Condition"); or

(ii)        in the event that a Phase 2 CMA Reference is made, written
confirmation having been received from the CMA that either:

(X) the proposed acquisition of Empiric by Unite may proceed without any
undertakings or conditions; or

(Y) the CMA has decided to accept undertakings from, or imposed an order, on
Empiric and/or Unite in order to allow the proposed acquisition of Empiric by
Unite and any matter arising therefrom or relating thereto to proceed,
provided such undertakings or orders are on terms reasonably satisfactory to
Unite,

("CMA Phase 2 Clearance Condition").

Regulatory clearances and Third Party clearances

(c)        no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:

(i)         require or prevent or materially delay the divestiture or
materially alter the terms for any proposed divesture by any member of the
Wider Unite Group or any member of the Wider Empiric Group of all or any
material portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in each case, is material in the context
of the Wider Unite Group or the Wider Empiric Group in either case taken as a
whole or in the context of the Acquisition;

(ii)        impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Unite Group or Wider Empiric
Group to directly or indirectly to acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Empiric Group or the Wider Unite Group which, in
each case, is material in the context of the Wider Unite Group or the Wider
Empiric Group in either case taken as a whole or in the context of the
Acquisition;

(iii)    otherwise materially adversely affect the business, assets, profits
or prospects of any member of the Wider Unite Group or of any member of the
Wider Empiric Group to an extent which is material in the context of the Wider
Unite Group or the Wider Empiric Group in either case taken as a whole or in
the context of the Acquisition;

(iv)       make the Acquisition or its implementation (or the
acquisition or proposed acquisition by Unite or any member of the Wider Unite
Group of any shares or other securities in, or control of Empiric) void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;

(v)        except pursuant Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Unite Group or the Wider Empiric Group to
offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Empiric Group or the Wider Unite Group
owned by any third party;

(vi)       materially adversely limit the ability of any member of the
Wider Empiric Group or Wider Unite Group to co-ordinate its business, or any
part of it, with the businesses of any other members which is adverse to and
material in the context of the Wider Empiric Group or Wider Unite Group taken
as a whole or in the context of the Acquisition; or

(vii)       result in any member of the Wider Empiric Group or Wider
Unite Group ceasing to be able to carry on business under any name under which
it presently does so,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Empiric Shares
having expired, lapsed or been terminated;

Notifications, waiting periods and Authorisations

(d)          all notifications, filings or applications which are
reasonably considered necessary by both Unite and Empiric having been made,
all applicable waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any jurisdiction having expired,
lapsed or been terminated, in each case in respect of the Acquisition or,
except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition
of any Empiric Shares, or of control of Empiric, by Unite, and all
Authorisations reasonably considered necessary by both Unite and Empiric in
any jurisdiction for, or in respect of, the Acquisition and the proposed
acquisition of any Empiric Shares, or of control of Empiric, by Unite and to
carry on the business of any member of the Wider Unite Group or of the Wider
Empiric Group having been obtained, in terms and in a form satisfactory to
Unite and Empiric, from all appropriate Third Parties and from any persons or
bodies with whom any member of the Wider Unite Group or the Wider Empiric
Group has entered into contractual arrangements and all such Authorisations
remaining in full force and effect at the time at which the Acquisition
becomes Effective and Unite having no knowledge of an intention or proposal to
revoke, suspend or modify or not to renew any of the same and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with where, in each case absence of such Authorisation would have a material
adverse effect on the Wider Empiric Group or the Wider Unite Group in each
case taken as a whole;

Certain matters arising as a result of any arrangement, agreement etc.

(e)       save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Empiric Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, or any circumstance which in
consequence of the Acquisition or the proposed acquisition of any shares or
other securities (or equivalent) in Empiric or because of a change in the
control or management of Empiric or otherwise, could or might result in any of
the following to an extent which is material and adverse in the context of the
Wider Empiric Group, or the Wider Unite Group, in either case taken as a
whole, or in the context of the Acquisition:

(i)         any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)        any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder;

(iii)        any asset or interest of any such member being or failing
to be disposed of or charged or ceasing to be available to any such member or
any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;

(iv)       the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member;

(v)        the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;

(vi)     the value of any such member or its financial or trading position
or prospects being prejudiced or adversely affected;

(vii)       any such member ceasing to be able to carry on business
under any name under which it presently does so; or

(viii)      the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, notice, waiver,
concession, agreement or exemption from any Third Party or any person) other
than trade creditors or other liabilities incurred in the ordinary course of
business or in connection with the Acquisition,

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Empiric Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this Condition;

Certain events occurring since Last Accounts Date

(f)           save as Disclosed, no member of the Wider Empiric
Group having, since the Last Accounts Date:

(i)         save as between Empiric and wholly-owned subsidiaries of
Empiric or for Empiric Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Empiric Share Plans, issued or
agreed to issue, authorised or proposed the issue of additional shares of any
class;

(ii)        save as between Empiric and wholly-owned subsidiaries of
Empiric or for the grant of options and awards and other rights under the
Empiric Share Plans, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;

(iii)        save for intra-Empiric Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent which is material in the context of the Wider Empiric Group taken as a
whole or in the context of the Acquisition;

(iv)       save for intra-Empiric Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan
capital in each case, to the extent which is material in the context of the
Wider Empiric Group taken as a whole or in the context of the Acquisition;

(v)        issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Empiric Group
transactions), save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;

(vi)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider Empiric Group taken
as a whole or in the context of the Acquisition;

(vii)       save for intra-Empiric Group transactions and other than
pursuant to the Acquisition, implemented, or authorised, proposed or announced
its intention to implement, any reconstruction, merger, demerger,
amalgamation, scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business, in each case, to the extent material
in the context of the Wider Empiric Group taken as a whole or in the context
of the Acquisition;

(viii)      entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a
long-term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of such a nature or magnitude other than in the ordinary
course of business, in each case, to the extent which is material in the
context of the Wider Empiric Group taken as a whole or in the context of the
Acquisition;

(ix)       (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, to the extent which is material in the
context of the Wider Empiric Group taken as a whole or in the context of the
Acquisition;

(x)      entered into any contract, transaction or arrangement which would
be restrictive on the business of any member of the Wider Empiric Group or the
Wider Unite Group other than of a nature and extent which is normal in the
context of the business concerned;

(xi)       waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Empiric Group taken as a whole or in the context of the Acquisition;

(xii)       other than in connection with the Scheme, made any material
alteration to its memorandum or articles of association or other incorporation
documents (other than where such alteration does not introduce unusual or
onerous provisions which may be material in the context of the Acquisition);

(xiii)      been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business, in each case, to the extent material in the context of
the Wider Empiric Group taken as a whole;

(xiv)   entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition (f);

(xv)      made or agreed or consented to any change to:

(A)   the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Empiric Group for its directors,
employees or their dependents;

(B)   the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder;

(C)   the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or

(D)   the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider
Empiric Group taken as a whole or in the context of the Acquisition;

(xvi)      proposed, agreed to provide or modified the terms of any of
the Empiric Share Plans or other benefit constituting a material change
relating to the employment or termination of employment of a material category
of persons employed by the Wider Empiric Group or which constitutes a material
change to the terms or conditions of employment of any senior employee of the
Wider Empiric Group, save as agreed by the Panel (if required) and by Unite,
or which constitutes a material change to the terms or conditions of
employment of any director or senior executive;

(xvii)     on or after the date of this Announcement, other than with the
consent of Unite and (if required) the Panel, taken (or agreed to take) any
action which requires, or would require, the approval of Empiric Shareholders
in a general meeting in accordance with, or as contemplated by, Rule 21.1 of
the Code;

(xviii)    entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or senior
executives of any members of the Wider Empiric Group; or

(xix)      waived or compromised any claim which is material in the
context of the Wider Empiric Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course of business;

No material adverse change

(g)          save as Disclosed, since the Last Accounts Date:

(i)       no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Empiric Group which, in any
such case, is material in the context of the Wider Empiric Group taken as a
whole or in the context of the Acquisition;

(ii)       no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Empiric Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and (other
than as a result of the Acquisition) no enquiry, review or investigation by,
or complaint or reference to, any Third Party or other investigative body
against or in respect of any member of the Wider Empiric Group having been
instituted, announced, implemented or threatened by or against or remaining
outstanding in respect of any member of the Wider Empiric Group which in any
such case has had or might reasonably be expected to have a material adverse
effect on the Wider Empiric Group taken as a whole or in the context of the
Acquisition;

(iii)        no contingent or other liability of any member of the
Wider Empiric Group having arisen or become apparent to Unite or increased
which has had or might reasonably be expected to have a material adverse
effect on the Wider Empiric Group taken as a whole or in the context of the
Acquisition;

(iv)       no member of the Wider Empiric Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider Empiric Group as a whole or in the
context of the Acquisition; and

(v)        no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Empiric Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider
Empiric Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(h)           save as Disclosed, Unite not having discovered:

(i)         that any financial, business or other information
concerning the Wider Empiric Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Empiric Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this Announcement by
disclosure either publicly or otherwise to Unite or its professional advisers,
in each case, to the extent which is material in the context of the Wider
Empiric Group taken as a whole or in the context of the Acquisition;

(ii)        that any member of the Wider Empiric Group or partnership,
company or other entity in which any member of the Wider Empiric Group has a
significant economic interest and which is not a subsidiary undertaking of
Empiric, is subject to any liability (contingent or otherwise) which is not
disclosed in the Empiric Annual Report and Accounts, in each case, to the
extent which is material in the context of the Wider Empiric Group taken as a
whole or in the context of the Acquisition; or

(iii)        any information which affects the import of any
information Disclosed at any time by or on behalf of any member of the Wider
Empiric Group and which is material in the context of the Wider Empiric Group
taken as a whole or in the context of the Acquisition;

(i)            save as Disclosed, Unite not having discovered that:

(i)         any past or present member of the Wider Empiric Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Empiric Group and which is material in the context of the
Wider Empiric Group taken as a whole or in the context of the Acquisition;

(ii)        there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member of the
Wider Empiric Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
Empiric Group (or on its behalf) or by any person for which a member of the
Wider Empiric Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, regulation, notice, circular or order of any
Third Party and which is material in the context of the Wider Empiric Group
taken as a whole or in the context of the Acquisition;

(iii)        circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Unite Group or any
present or past member of the Wider Empiric Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Empiric Group (or on its behalf) or by any
person for which a member of the Wider Empiric Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Empiric Group taken as a whole or in the context of the Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

(j)            save as Disclosed, Unite not having discovered that:

(i)         any past or present member, director, officer or employee
of the Wider Empiric Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or any person that performs or has performed services for or on behalf of the
Wider Empiric Group is or has at any time engaged in any activity, practice or
conduct in connection with the performance of such services which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks;

(ii)        any asset of any member of the Wider Empiric Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Empiric Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering;

(iii)        any past or present member, director, officer or employee
of the Wider Empiric Group, or any other person for whom any such person may
be liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:

(A)     any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury's Office of Financial
Sanctions; or

(B)     any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law;

(iv)       any past or present member, director, officer or employee of
the Wider Empiric Group, or any other person for whom any such person may be
liable or responsible:

(A)     has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;

(B)     has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;

(C)     has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or

(D)     is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or

(v)        any member of the Wider Empiric Group is or has been engaged
in any transaction which would cause Unite to be in breach of any law or
regulation upon its acquisition of Empiric, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or
HM Treasury's Office of Financial Sanctions, or any other relevant government
authority.

For the purposes of these Conditions the "Wider Empiric Group" means Empiric
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Empiric and/or such undertakings (aggregating their
interests) have a significant interest and the "Wider Unite Group" means Unite
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Unite and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes subsidiary
undertaking and undertaking have the meanings given by the Companies Act,
associated undertaking has the meaning given by paragraph 19 of Schedule 6 to
the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those
regulations which shall be excluded for this purpose, and significant interest
means a direct or indirect interest in 20 per cent. or more of the total
voting rights conferred by the equity share capital (as defined in section 548
of the Companies Act).

            Part B: Waiver and Invocation of the Conditions

1.            The Conditions contained in paragraphs 1 to 3
inclusive above, and the full terms and conditions which will be set out in
the Scheme Document, must be fulfilled, be determined by Unite to be or remain
satisfied or (if capable of waiver) be waived by Unite by 11.59 p.m. on the
date immediately preceding the Court Sanction Hearing, failing which the
Scheme shall lapse.

2.            To the extent permitted by law and subject to the
requirements of the Panel, Unite reserves the right in its sole discretion to
waive, in whole or in part, all or any of the Conditions above and to proceed
with the Court Sanction Hearing prior to the fulfilment, satisfaction or
waiver of any of the Conditions above, except for (i) Conditions 1, 2(a)(i),
2(b)(i), 2(c)(i), and 3(a) - 3(c) (inclusive) which cannot be waived and (ii)
Condition 3(d) which can only be waived with the consent of Unite and Empiric.
If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by the
relevant deadline specified in the relevant Condition, Unite shall make an
announcement by 8.00 am on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition, waived the relevant
deadlines or agreed with Empiric to extend the deadline in relation to the
relevant Condition.

3.            Unite shall be under no obligation to waive or treat
as fulfilled any of the Conditions capable of waiver by a date earlier than
the latest date specified for the fulfilment thereof, notwithstanding that the
other Conditions may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.

4.            Under Rule 13.5(a) of the Code, Unite may only invoke
a Condition to the Acquisition so as to cause the Acquisition not to proceed
or to be withdrawn with consent of the Panel. The Panel will normally only
give its consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Unite in the context of the
Acquisition.

5.            Any condition that is subject to Rule 13.5(a) of the
Code may be waived by Unite.

6.            The Conditions set out in paragraph 1 (subject to
Rule 12) and paragraph 2 of Part A of Appendix 1 (and, if applicable, any
offer acceptance condition adopted on the basis specified in paragraph 1 of
Part C below if the Acquisition is implemented by way of a Takeover Offer) are
not subject to Rule 13.5(a) of the Code.

7.            Each of the Conditions shall be regarded as a
separate Condition and shall not be limited by reference to any other
Condition.

8.            If Unite is required by the Panel to make an offer or
offers for Empiric Shares under the provisions of Rule 9 of the Code, Unite
may make such alterations to the Conditions as are necessary to comply with
the provisions of that Rule.

            Part C: Certain further terms of the Acquisition

1.

 

Subject to the terms of the Co-operation Agreement, Unite reserves the right to elect to implement the Acquisition by way of a takeover offer (as defined in section 974 of the Companies Act), subject to the consent of the Panel. In such event, such offer will (unless otherwise determined by the Unite and subject to the consent of the Panel), be implemented on the same terms and conditions subject to appropriate amendments to reflect the change in method of effecting the Acquisition, which may include changing the consideration structure under the terms of the Acquisition and (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being in any case more than 50 per cent., as Unite may decide) of the voting rights then exercisable at a general meeting of Empiric, including, for this purpose, any such voting rights attaching to Empiric Shares that are unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred or sold by Empiric, before the takeover offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

2.         The Scheme and the Acquisition and any dispute or claim
arising out of, or in connection with, them (whether contractual or
non-contractual in nature) will be governed by English law and will be subject
to the jurisdiction of the Courts of England. The Acquisition will be subject
to the applicable requirements of the Code, the Panel, the London Stock
Exchange, the FCA and the UK Listing Rules.

3.         The Empiric Shares will be acquired under the Acquisition
fully paid and free from all liens, equitable interests, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature whatsoever and together with all rights attaching
thereto, including, without limitation, voting rights and the right to receive
and retain, in full, all dividends and other distributions (if any) declared,
made, paid or payable or any other return of capital made, on or after the
date of this Announcement other than any Empiric Permitted Dividend.

4.         Save for any Empiric Permitted Dividend, if any dividend or
other distribution or other return of value is proposed, declared, made, paid
or becomes payable by Empiric in respect of an Empiric Share on or after the
date of this Announcement and on or prior to the Effective Date and which has
a record date on or prior to the Effective Date, Unite will have the right to
reduce the value of the consideration payable for each Empiric Share by up to
the amount per Empiric Share of such dividend, distribution, return of value
except where the Empiric Share is or will be acquired pursuant to the Scheme
on a basis which entitles Unite to receive the dividend, distribution or
return of value and to retain it. If any such dividend or distribution or
return of value is paid or made after the date of this Announcement and Unite
exercises its rights described above, any reference in this Announcement to
the consideration payable under the Scheme shall be deemed to be a reference
to the consideration as so reduced. If (but only to the extent) Unite
exercises the above right in respect of a dividend, distribution or return of
value, to adjust the consideration payable in respect of the Acquisition for
the Empiric Shares in respect of all or any part of a dividend, distribution
or other return of value that has not been paid, Empiric Shareholders shall be
entitled to receive and retain any such dividend, distribution or other return
of value declared, made or paid. Any exercise by Unite of its rights referred
to in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme.

5.         The availability of the New Unite Shares to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.

6.         The New Unite Shares to be issued under the Scheme will be
issued credited as fully paid and will rank pari passu with the issued
ordinary shares in Unite, including the right to receive in full all dividends
and other distributions, if any, declared, made or paid after the Scheme
Effective Time.

7.         Fractions of New Unite Shares will not be allotted or
issued pursuant to the Acquisition, but entitlements of Scheme Shareholders
will be rounded down to the nearest whole number of New Unite Shares and all
fractions of New Unite Shares will be aggregated and sold in the market as
soon as practicable after the Effective Date. The net proceeds of such sale
(after deduction of all expenses and commissions incurred in connection with
the sale) will be distributed in due proportions to the Scheme Shareholders
who would otherwise have been entitled to such fractions (rounded down to the
nearest penny), save that individual entitlements to amounts of less than £5
will be retained for the benefit of the Enlarged Group.

8.         Except with the Panel's consent, settlement of the
consideration to which any Scheme Shareholder is entitled under the Scheme
will be implemented in full in accordance with the terms of the Scheme without
any lien, right of set-off, counterclaim or other analogous right to which
Unite may otherwise be, or claim to be, entitled as against such Scheme
Shareholder and will be effected in the manner described in this Announcement.

 

Appendix 2

Sources and bases of information

 

In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

1.    The financial information relating to Unite is extracted from its
results for the half year ended 30 June 2025, released on 29 July 2025.

2.    The financial information relating to Empiric is extracted from its
results for the half year ended 30 June 2025, released on 14 August 2025.

3.    Combined pro forma portfolio and financial information has been
derived from figures in the sources referenced in paragraphs 1 and 2 above.

4.    All closing share prices quoted for Unite Shares and Empiric Shares
have been derived from the Daily Official List of the London Stock Exchange
and represent the closing middle market quotations of the relevant shares on
the relevant date(s).

5.    Volume-weighted average prices for Empiric Shares are derived from
data provided by Bloomberg for the relevant time periods.

6.    As at the Latest Practicable Date, Empiric's entire issued and to be
issued share capital consisted of 672,566,142 Empiric Shares, being the sum
of: (a) the 664,122,535 Empiric Shares in issue as at the Latest Practicable
Date; and (b) 8,443,607 Empiric Shares which may be issued on or after the
date of this Announcement on the exercise of options or vesting of awards
under the Empiric Share Plans.

7.    As at the Latest Practicable Date, Unite's enlarged issued and to be
issued share capital following Completion will consist of 548,019,482  Unite
Shares, being the sum of: (a) the 489,383,360 Unite Shares in issue as at the
Latest Practicable Date; (b) 1,468,000 Unite Shares which may be issued on or
after the date of this Announcement on the exercise of options or vesting of
awards under the Unite Share Plans; and (c) the 57,168,122 New Unite Shares
that will be issued to Empiric Shareholders based on the exchange ratio of
0.085 New Unite Shares for each Empiric Share and Empiric's issued and to be
issued share capital as described above.

8.    The Total Transaction Value is based on the Acquisition consideration
of 0.085 New Unite Shares and 32 pence in cash for each Empiric Share plus the
anticipated Empiric 2025 Dividends of 0.925 pence each (based on Empiric's
target minimum dividend of 3.7 pence per Empiric Share for the financial year
ended 31 December 2025 less the Empiric Q1 dividend).

9.    References to the percentage of the Acquisition consideration payable
in shares or in cash, or to the percentage of an Empiric shareholding that can
be realised in cash based on Empiric's EPRA NTA, are calculated excluding the
value of the anticipated Empiric 2025 Dividends.

10.   For Empiric, the EPRA NTA as at 30 June 2025 has been calculated by
reference to the Cushman & Wakefield valuation report in respect of
Empiric's property portfolio, adjusted as set out below:

                                                                              £m
 Value of Empiric's property portfolio per Cushman & Wakefield valuation      1,160.4
 report
 Fair value adjustments*                                                      0.7
 Fair value of property portfolio                                             1,161.1
 Cash and cash equivalents                                                    38.4
 Drawn debt                                                                   (374.3)
 Other net liabilities                                                        (17.8)
 EPRA NTA                                                                     807.4
 Total Empiric Shares in issue, including contingently issuable shares        671.7m**
 EPRA NTA per Empiric Share (p)                                               120.2

* Fair value adjustments of £0.7 million reflect the present value of future
minimum lease payments required on leasehold properties.

**This number excludes (i) 480,469 Empiric Shares which may be issued as
dividend equivalents under issued option awards, and (ii) 377,026 Empiric
Shares the subject of awards which are intended to be subject to
net-settlement arrangements.

11.   For Unite, the EPRA NTA as at 30 June 2025 has been calculated by
reference to the CBRE, JLL and Knight Frank valuation reports in respect of
Unite's share of the property portfolio, adjusted as set out below:

                                                                      £m
 Unite share of portfolio per CBRE's valuation report                 5,101.3
 Unite share of portfolio per JLL's valuation report                  691.5
 Unite share of portfolio per Knight Frank's valuation report*        766.7
 Investment properties (leased)                                       69.8
 Assets classified as held for sale**                                 111.9
 Fair value adjustments***                                            (31.5)
 Total property portfolio                                             6,709.7
 Drawn debt on properties                                             (1,905.4)
 Lease liabilities                                                    (65.1)
 Cash                                                                 188.8
 Net Debt                                                             (1,781.7)
 Other net liabilities                                                (76.9)
 Intangible assets                                                    (11.2)
 EPRA NTA                                                             4,839.9
 Total Unite Shares in issue, including contingently issuable shares  490,851,360
 EPRA NTA per Unite Share (p)                                         986.0

*Includes £0.8m of assets classified as held for sale.

** Includes £24.0m of USAF assets at share.

*** Fair value adjustments of (£31.5 million) reflect fire safety and other
adjustments.

 

12.  Implied EPRA NTA discounts are calculated by applying the exchange ratio
of 0.085 New Unite Shares per Empiric Share to Unite's EPRA NTA per share of
986.0 pence as at 30 June 2025, with the addition of the 32 pence in cash, as
compared to Empiric's EPRA NTA per Empiric Share of 120.2 pence as at 30 June
2025.

13.   Unite's average premium to last reported EPRA NTA per Unite Share over
the last three and ten years is based on daily share price data from FactSet
and the last reported audited year end or unaudited interim EPRA NTA per Unite
Share figures released by Unite at the relevant date. Last three year and
ten-year periods are defined with reference to the Last Undisturbed Trading
Date.

14.   Unite's annualised EPS growth over the last ten years is based on EPRA
earnings per Unite Share of 17.2 pence for the year ended 31 December 2014 and
46.6 pence for the year ended 31 December 2024.

15.   Growth in the domestic 18-year-old population is based on forecasts
from Office for National Statistics 2020-based Interim National Population
Projections.

16.   The estimated number of students living in traditional HMOs and the
entire first-year student population living away from home are based on HESA
(Higher Education Statistics Agency) Table 57 ("Full-time HE student
enrolments by HE provider and term-time accommodation").

17.  Cost synergies for Unite's acquisition of Liberty Living in 2019 are as
set out on pages 13 and 17 of Unite's 2020 Annual Report.

18.   The implied uplift in earnings per share for Empiric Shareholders in
respect of the New Unite Shares, based on 2024 earnings, is calculated using
Unite's and Empiric's 2024 EPRA earnings, the offer exchange ratio of 0.085
and the proportion of the Acquisition consideration consisting of New Unite
Shares that is implied by Unite's closing share price as at the Latest
Practicable Date.

19.   The implied uplift in dividend per share for Empiric Shareholders in
respect of the New Unite Shares, based on 2024 dividends, is calculated using
Unite's and Empiric's 2024 dividends per share, the offer exchange ratio of
0.085 and the proportion of the Acquisition consideration consisting of New
Unite Shares that is implied by Unite's closing share price as at the Latest
Practicable Date.

20.   Empiric's average discount to last reported EPRA NTA per share over
the last 12 months is based on daily share price data from FactSet and the
last reported audited year end or unaudited interim EPRA NTA per share figures
released by Empiric at the relevant date. Last 12 months is defined with
reference to the Last Undisturbed Trading Date.

21.   Certain figures in this Announcement have been subject to rounding
adjustments.

 

 

Appendix 3

IRREVOCABLE UNDERTAKINGS

 

A.    Irrevocable undertakings from Empiric Directors

The following Empiric Directors have given irrevocable undertakings to,
amongst other things, vote in favour of the Scheme at the Court Meeting and
the Resolution to be proposed at the General Meeting in relation to the
following Empiric Shares currently registered or beneficially held by them as
well as any further Empiric Shares which they may become the registered or
beneficial owner of or otherwise interested in, save for any Empiric Shares
which they acquire pursuant to the exercise of options under the Empiric
Student Property PLC SAYE Option Plan (to the extent applicable):

 Name of Empiric Director  Number of Empiric Shares  Percentage of issued share capital of Empiric (per cent.)
 Mark Pain                 120,000                   0.02%
 Duncan Garrood            150,438                   0.02%
 Donald Grant              54,053                    <0.01%
 Alice Avis                59,600                    <0.01%
 TOTAL                     384,091                   0.06%

The obligations of these Empiric Directors under the irrevocable undertakings
they have given shall lapse and cease to have effect if:

(a)  the Scheme Document is not despatched to Empiric Shareholders within 28
days from the date of this Announcement except as permitted by the Code, or
such later date as may be agreed by Empiric and Unite, other than where Unite
has subsequently elected (in accordance and subject to the terms of the
Co-operation Agreement and the consent of the Panel) to proceed with the
implementation of the Offer by way of a Takeover Offer;

 

(b)  where Unite has elected (in accordance with and subject to the terms of
the Co-operation Agreement and the consent of the Panel) to proceed with the
implementation of the Offer by way of a Takeover Offer on or before the date
referred to in paragraph (b) above, the Offer Document is not despatched to
Empiric Shareholders within 28 days of the date of the publication of the
announcement announcing the change in structure (or such later time as may be
agreed in accordance with and subject to the terms of the Co-operation
Agreement and the consent of the Panel);

 

(c)  Unite announces, with the Panel's consent, that it does not intend to
make or proceed with the Offer and no new replacement scheme or Takeover Offer
is announced by Unite at the same time;

(d)  the Scheme (or Takeover Offer as the case may be) lapses or is withdrawn
or otherwise terminates in accordance with its terms without having become
effective (in the case of the Scheme) or wholly unconditional (in the case of
a Takeover Offer), other than in circumstances where the Scheme lapses or is
withdrawn as a result of Unite exercising, in accordance with and subject to
the terms of the Co-operation Agreement and with the consent of the Panel, its
right to implement the Offer by way of a Takeover Offer;

 

(e)  the date on which any competing offer for the entire issued and to be
issued share capital of Empiric is declared unconditional or, if implemented
by way of a scheme of arrangement, becomes effective; or

 

(f)   the date on which the Acquisition becomes effective in accordance with
its terms (if implemented as a Scheme) or becomes or is declared unconditional
(if implemented by way of a Takeover Offer).

 

 

Appendix 4

QUANTIFIED FINANCIAL BENEFITS STATEMENT

Part A

Paragraph 3 of this Announcement includes statements of estimated cost
synergies arising from the Acquisition (the "Quantified Financial Benefits
Statement"). A copy of the Quantified Financial Benefits Statement is set out
below:

Quantified Financial Benefits Statement

The Unite Directors, having reviewed and analysed the potential cost synergies
of the Acquisition, and taking into account the factors they can influence,
believe that the Enlarged Group can deliver approximately £13.7 million of
pre-tax recurring cost synergies on an annual run-rate basis.

Approximately 55 per cent. of the annual run-rate benefit is expected to be
realised in the first full year following Completion. Approximately 100 per
cent of the run-rate benefit is expected to be realised from the start of the
second full year following Completion.

The quantified cost synergies, which are expected to originate from the cost
bases of both Unite and Empiric, are expected to be realised primarily from:

·      Operating cost synergies: The increased size of the Enlarged
Group's portfolio will provide benefits at a city and cluster level, enabling
Unite to leverage its existing teams and achieve efficiencies in procuring and
delivering outsourced services. Operating net cost synergies are expected to
account for approximately £2.2 million of the identified annual synergies;
and

·      Central overhead cost synergies: The Enlarged Group will benefit
from a single corporate overhead structure. Cost synergies will be realised
through the streamlining and removal of duplicated group functions and public
company costs. Central overhead cost synergies are expected to account for
approximately £11.5 million of the identified annual synergies.

The Unite Directors estimate that the realisation of the quantified cost
synergies will result in one-off costs to achieve of approximately £13.9
million, with around 85 per cent. incurred in the first full year following
Completion and the remainder by the end of the second full year following
Completion.

Potential areas of dis-synergy expected to arise in connection with the
Acquisition have been considered and were determined by the Unite Directors to
be immaterial for the analysis.

The identified cost synergies will accrue as a direct result of the
Acquisition and would not be achieved on a standalone basis. The identified
cost synergies reflect both the beneficial elements and relevant costs.

For the purposes of Rule 28 of the Takeover Code, the Quantified Financial
Benefits Statement contained in this Announcement is the responsibility of
Unite and the Unite Directors.

Bases of Belief

The Unite management team has worked to identify, challenge and quantify
potential synergies as well as the potential costs to achieving, and the
timing of, such synergies. Where appropriate, assumptions were used to
estimate the costs of implementing the new structures, systems and processes
required to realise the synergies. Such assumptions and the assessment and
quantification of potential synergies, costs of achieving and timing have been
informed by the Unite management teams' industry expertise, knowledge and
experience of integrating Liberty Living in 2019.

In preparing the Quantified Financial Benefits Statement, Empiric has shared
certain operational and financial information to facilitate the analysis in
support of evaluating the potential synergies expected to arise from the
Acquisition. In circumstances where the scope of data exchanged or the
individuals having access to it has been limited for commercial reasons,
confidentiality considerations, legal or regulatory restrictions, or other
reasons, Unite has made estimates and assumptions to aid its development of
individual synergy initiatives.

In general, the synergy assessments have been risk adjusted.

The Acquisition is subject to CMA clearance. It is not possible to predict
with certainty the outcome of the CMA clearance process and therefore any
potential impact has not been quantified.

The cost bases used as the basis for the Quantified Financial Benefits
Statement is the forecast cost bases of each of Unite and Empiric for the
financial year ended 31 December 2025.

These statements of estimated synergies relate to future actions and
circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the estimated synergies referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated.

The Unite Directors have, in addition, made the following assumptions:

Assumptions within Unite's control or influence:

·    Unite will remain a company with its ordinary shares listed on the
Closed-Ended Investment Funds category of the Official List maintained by the
Financial Conduct Authority, and traded on the Main Market of the London Stock
Exchange, and will retain its status as a UK REIT.

·      There will be no material impact on the underlying operations of
either Unite or Empiric or their ability to continue to conduct their
businesses, including as a result of, or in connection with, the integration
of Empiric by Unite.

·      There will be no material divestments from either the Unite or
Empiric existing businesses.

·    The cost synergies are substantively within Unite's control, albeit
certain elements are dependent in part on negotiations with third parties.

 

Assumptions outside of Unite's control or influence:

·      There will be no changes to macroeconomic, political, regulatory
or legal conditions in the markets or regions in which Unite and Empiric
operate that will materially impact on the implementation or costs to achieve
the proposed cost savings.

·      There will be no change in tax legislation or tax rates or other
legislation in the UK that could materially impact the ability to achieve any
benefits.

 

Reports

As required by Rule 28.1(a) of the Code, (i) Grant Thornton, as reporting
accountant to Unite has provided a report stating that, in its opinion, the
Quantified Financial Benefits Statement has been properly compiled on the
basis stated, and (ii) Lazard, as financial adviser to Unite, has provided a
report stating that, in its opinion, the Quantified Financial Benefits
Statement has been prepared with due care and consideration. Copies of these
reports are included at Parts B and C of this Appendix 4. Each of Grant
Thornton and Lazard has given and not withdrawn its consent to the publication
of its report in this Announcement in the form and context in which it is
included pursuant to Rule 23.2 of the Code.

Notes

These statements are not intended as a profit forecast and should not be
interpreted as such. Neither the Quantified Financial Benefits Statement nor
any other statement in this Announcement should be construed as a profit
forecast or interpreted to mean that Unite's earnings in the first full year
following Completion, or in any subsequent period, will necessarily match or
be greater than or be less than those of Unite and Empiric for the relevant
preceding financial period or any other period.

Due to the scale of the Enlarged Group, there may be additional changes to
Unite's operations or Empiric's operations following the proposed Acquisition.
As a result, and given the fact that the changes relate to the future, the
resulting synergies may be materially greater or less than those estimated.

 

Part B

Report from Grant Thornton UK Advisory & Tax LLP on the Quantified
Financial Benefits Statement

 

 Grant Thornton UK Advisory & Tax LLP

 8 Finsbury Circus

 London

EC2M 7EA

 

 

 

The Unite Directors

The Unite Group PLC

South Quay House

Temple Back

Bristol

BS1 6FL

 

and

 

Lazard & Co Limited

20 Manchester Square London

W1U 3PZ

14 August 2025

 

Dear Sir/Madam

The Unite Group PLC (the Company) firm intention to make an offer for Empiric
Student Property plc (the Target) - Report on the Quantified Financial
Benefits Statement

We report on the statement made by the directors of the Company (the Unite
Directors) on the quantified financial benefits set out in the announcement
issued by the Company dated 14 August 2025 (the Announcement) (the Statement).
The Statement, and the material assumptions upon which it is based, are set
out in Part A of Appendix 4 to the Announcement.

Opinion

In our opinion, the Statement has been properly compiled on the basis stated.

The Statement has been made in the context of the disclosures in pages 1 and 2
of Part A of Appendix 4 of the Announcement setting out the basis of the Unite
Directors' belief (including the principal assumptions and sources of
information) supporting the Statement and their analysis and explanation of
the underlying constituent elements.

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and
Mergers (the Takeover Code) and is given for the purpose of complying with
that requirement and for no other purpose.

Responsibilities

It is the responsibility of the Unite Directors to prepare the Statement in
accordance with the requirements of the Takeover Code.

It is our responsibility to form an opinion as required by Rule 28.1(a)(i) of
the Takeover Code as to the proper compilation of the Statement and to report
that opinion to you.

Save for any responsibility arising under Rule 28.1(a)(i) of the Takeover Code
to any person as and to the extent there provided, to the fullest extent
permitted by law we do not assume any responsibility and will not accept any
liability to any other person for any loss suffered by any such other person
as a result of, arising out of, or in connection with this report, which is
required by and given solely for the purposes of complying with, Rule
28.1(a)(i) of the Takeover Code, or our statement consenting to its inclusion
in the Announcement.

Basis of Preparation of the Statement

The Statement has been prepared on the basis stated on pages 1 and 2 of Part A
of Appendix 4 of the Announcement.

Basis of opinion

We conducted our work in accordance with the Standards for Investment
Reporting issued by the Financial Reporting Council in the United Kingdom. We
are independent in accordance with relevant ethical requirements, which in the
United Kingdom is the Financial Reporting Council's Ethical Standard as
applied to Investment Circular Reporting Engagements, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.

We have discussed the Statement, together with the underlying plans and
relevant bases of belief (including sources of information and assumptions),
with the Unite Directors.

Our work did not involve any independent examination of any of the financial
or other information underlying the Statement.

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Statement has been properly compiled on the basis stated.

We do not express any opinion as to the achievability of the benefits
identified by the Unite Directors in the Statement.

Since the Statement and the principal assumptions on which it is based relate
to the future and may therefore be affected by unforeseen events, we express
no opinion as to whether the actual benefits achieved will correspond to those
anticipated in the Statement and the differences may be material.

Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in jurisdictions outside the United
Kingdom, including the United States of America, and accordingly should not be
relied upon as if it had been carried out in accordance with those standards
and practices.

 

Yours faithfully

Grant Thornton UK Advisory & Tax LLP

 

Part C

Report from Lazard & Co., Limited on the Quantified Financial Benefits
Statement

 

The Directors of The Unite Group PLC (the "Unite Directors")

South Quay House

Temple Back

Bristol BS1 6FL

 

14 August 2025

 

Dear Unite Directors,

We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") made by Unite as set
out in Part A of Appendix 4 to this Announcement, for which the Unite
Directors are solely responsible under Rule 28 of the City Code on Takeovers
and Mergers (the "Code").

We have discussed the Statement (including the assumptions and sources of
information referred to therein), with the Unite Directors and those officers
and employees of Unite who developed the underlying plans, as well as with
Grant Thornton UK Advisory & Tax LLP ("Grant Thornton"). The Statement is
subject to uncertainty as described in this Announcement and our work did not
involve an independent examination of any of the financial or other
information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and
other information provided to us by, or on behalf of, Unite, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter.

We do not express any opinion as to the achievability of the quantified
financial benefits identified by the Unite Directors.

We have also reviewed the work carried out by Grant Thornton and have
discussed with them the opinion set out in Part B of Appendix 4 to this
Announcement addressed to yourselves and ourselves on this matter.

This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to Unite or its
shareholders or any person other than the Unite Directors in respect of the
contents of this letter. We are acting as financial adviser to Unite and no
one else in connection with the Acquisition and it was solely for the purpose
of complying with Rule 28.1(a)(ii) of the Code that Unite requested us to
prepare this report on the Statement. No person other than the Unite Directors
can rely on the contents of this letter, and to the fullest extent permitted
by law, we exclude all liability (whether in contract, tort or otherwise) to
any other person, in respect of this letter, its results, or the work
undertaken in connection with this letter, or any of the results that can be
derived from this letter or any written or oral information provided in
connection with this letter, and any such liability is expressly disclaimed
except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statement, for which you
as the Unite Directors are solely responsible, has been prepared with due care
and consideration.

Yours faithfully,

Lazard & Co., Limited

APPENDIX 5

VALUATION REPORTS FOR UNITE AND EMPIRIC

 

APPENDIX 6

UNITE 2025 PROFIT FORECAST AND EMPIRIC 2025 PROFIT FORECAST

PART A: UNITE 2025 PROFIT FORECAST

Unite released its 2024 financial results preliminary statement on 25 February
2025, which included the following statement: "guidance for adjusted EPS of
47.5 - 48.25p in 2025" ("Unite 2025 Profit Forecast").

 

The Panel on Takeovers and Mergers has confirmed that the Unite 2025 Profit
Forecast constitutes a profit forecast made before the commencement of an
offer period, to which the requirements of Rule 28.1(c)(i) of the Code apply.

 

Basis of preparation

 

The Unite 2025 Profit Forecast is based on the Group's interim accounts for
the six-month period ended 30 June 2025 and the Group's current internal
unaudited forecasts for the remainder of the financial year ending 31 December
2025.

 

The Unite 2025 Profit Forecast has been compiled on the basis of the
assumptions set out below. The basis of the accounting policies used in the
Unite 2025 Profit Forecast is consistent with the existing accounting policies
of the Group, which uses 'Alternative Performance Measures' or other
non-International Financial Reporting Standards measures.

 

Directors' confirmation

 

The Unite Directors have considered the Unite 2025 Profit Forecast and confirm
that, as at the date of this Announcement, the Unite 2025 Profit Forecast
remains valid, has been properly compiled on the basis of the assumptions set
out below and the basis of accounting used is consistent with the Unite
Group's existing accounting policies.

 

Assumptions

 

The Unite 2025 Profit Forecast has been prepared on the basis referred to
above and subject to the principal assumptions set out below. The Unite 2025
Profit Forecast is inherently uncertain and there can be no guarantee that any
of the assumptions listed below will occur and/or if they do, their effect on
the Group's results of operations, financial condition or financial
performance may be material. The Unite 2025 Profit Forecast should be read in
this context and construed accordingly.

 

The Unite Directors have made the following assumptions in respect of the
financial year ending 31 December 2025:

 

Assumptions within Unite's control or influence:

 

·      no material change to the existing strategy or operation of the
Group's business;

·      no material adverse change to the Group's ability to meet
customer, supplier and partner needs and expectations based on current
practice;

·      no material unplanned asset acquisitions or disposals, merger and
acquisition activity conducted by or affecting the Group;

·      no material change to the present management of the Unite Group;
and

·      no material change in capital allocation policies of the Group.

 

Assumptions outside of Unite's control or influence:

 

·      no material effect from changes to existing prevailing
macroeconomic, fiscal, monetary and inflationary conditions in the United
Kingdom;

·      no material adverse change to the Group's market environment,
including in relation to customer demand or competitive environment;

·      no material adverse events that have a significant impact on the
Group's major partners or suppliers;

·      no material disruption or changes to student demand for
accommodation in the cities in which the Group operates;

·      no material adverse events that would have a significant impact
on the Group including information technology/cyber infrastructure disruption
or significantly adverse weather events;

·      no material new litigation, and no material unexpected
developments in any existing litigation, each in relation to any of the
Group's activities; and

·      no material change in legislation, taxation or regulatory
requirements impacting the Group's operations, expenditure or its accounting
policies.

 

 

PART B: EMPIRIC 2025 PROFIT FORECAST

Empiric provides annual dividend targets in the ordinary course of business at
the time of its preliminary results announcements.

 

In its preliminary results announcement released on 13 March 2025 the Empiric
Board stated that:

 

"Despite the challenges faced this past year, we are delighted to be in a
position to declare a dividend in excess of our initial 3.5 pence target for
2024. Today we have announced our final quarterly dividend for 2024 of 1.075
pence per share taking the total dividend paid and payable in respect of 2024
to 3.7 pence per share, an increase of six per cent on 2023. With the Board
remaining committed to a progressive dividend policy, we will therefore
initially target a minimum dividend of 3.7 pence per share for the 2025
financial year".

 

In addition, in its annual report for the financial year ended 31 December
2024, Empiric provided incremental disclosure as follows:

 

"The Board intends to continue to make quarterly payments to shareholders
throughout 2025. It is the Board's intention that dividends remain fully
covered by recurring earnings and are progressive in nature. The Board will
initially target a minimum dividend of 3.7 pence per share for the financial
year to 31 December 2025".

 

The Panel on Takeovers and Mergers has confirmed that the statements set out
above (the "Empiric 2025 Profit Forecast"), taken together constitute a profit
forecast made before the commencement of an offer period, to which the
requirements of Rule 28.1(c)(i) of the Code apply.

 

 

Directors' confirmation in respect of the Empiric 2025 Profit Forecast

 

The Empiric Directors have considered the Empiric 2025 Profit Forecast and
confirm that, as at the date of this Announcement, the Empiric 2025 Profit
Forecast remains valid and confirm that it has been properly compiled on the
basis of the assumptions stated below and that the basis of accounting used is
consistent with Empiric's accounting policies. Any of the assumptions set out
below could turn out to be incorrect and therefore affect the validity of the
Empiric 2025 Profit Forecast.

 

Assumptions

 

The Empiric 2025 Profit Forecast was prepared on the basis of the following
assumptions, any of which could turn out to be incorrect and therefore affect
the validity of the Empiric 2025 Profit Forecast:

 

Factors outside the influence or control of the Empiric Directors:

 

·      No material change in the political, economic and/or market
environment that would materially affect Empiric.

·      There will be no material changes in market conditions over the
period to 31 December 2025 in relation to either tenant demand or competitive
environment.

·      No significant or one-off events or litigation that would have a
material impact on the operating results or financial position of Empiric.

·      There will be no material adverse change to Empiric Group's
tenant relationships.

·      No adverse changes to inflation or interest or tax rates compared
with Empiric's budgeted estimates.

·      No material adverse events which will have a significant impact
on the operating results or financial position of Empiric.

·      No material adverse outcome from any ongoing or future disputes
with any tenants, competitor, regulator or tax authority.

·      No material change in legislation, taxation, regulatory
requirements, applicable standards or the position of any regulatory bodies
impacting Empiric's operations or accounting policies.

Factors within the influence and control of the Empiric Directors:

 

·      No additional significant acquisitions, disposals, developments,
partnership or joint venture agreements being entered into by Empiric which
could have a materially dilutive effect on Empiric's earnings.

·      No material change in the dividend or capital policies.

·      No material changes to the Empiric management team.

·      No material changes to Empiric's strategy.

·      Empiric's accounting policies will be consistently applied in the
period ending 31 December 2025.

 

 

 

Appendix 7

DEFINITIONS

 

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 

 "Acquisition"                                 the proposed acquisition by Unite of the entire issued and to be issued share
                                               capital of Empiric to be implemented by means of the Scheme or, should Unite
                                               so elect, by means of a Takeover Offer
 "Announcement"                                this announcement of the Acquisition made in accordance with Rule 2.7 of the
                                               Code
 "Authorisations"                              authorisations, orders, grants, recognitions, determinations, certificates,
                                               confirmations, consents, licences, clearances, permissions and approvals
 "Blocking Law"                                any provision of Council Regulation (EC) No. 2271/1996 of 22 November 1996 (or
                                               any law implementing such Regulation in any member state of the European
                                               Union) or any similar blocking or anti-boycott law
 "Business Day"                                a day (other than a Saturday or Sunday) on which banks are open for general
                                               business in London
 "BTR"                                         build-to-rent housing, meaning residential developments designed and built
                                               specifically for the purpose of renting, rather than for sale, and typically
                                               managed by professional landlords
 "Clean Team Agreement"                        the clean team agreement dated 6 June 2025 between Unite and Empiric as
                                               described in paragraph 16 of this Announcement
 "CMA"                                         the UK's Competition and Markets Authority, or any successor authority
 "Code"                                        the City Code on Takeovers and Mergers, as amended from time to time
 "Companies Act"                               the Companies Act 2006, as amended from time to time
 "Completion"                                  the completion of the Acquisition
 "Commitment Letter"                           the commitment letter dated 14 August 2025 between Unite and Barclays Bank PLC
                                               in respect of the IFA as described in paragraph 17 of this Announcement
 "Conditions"                                  the conditions to the implementation of the Acquisition (including the Scheme)
                                               which are set out in Appendix 1 to this Announcement and to be set out in the
                                               Scheme Document
 "Confidentiality Agreement"                   the confidentiality agreement dated 11 April 2025 between Empiric and Unite as
                                               described in paragraph 16 of this Announcement
 "Co-operation Agreement"                      the agreement dated on around the date hereof between Unite and Empiric
                                               relating to, among other things, the implementation of the Acquisition
 "Court"                                       HM High Court of Justice in England and Wales
 "Court Meeting"                               the meeting of Scheme Shareholders to be convened by an order of the Court
                                               under section 896 the Companies Act, notice of which will be set out in the
                                               Scheme Document, to consider and if thought fit approve the Scheme (with or
                                               without amendment) including any adjournment, postponement or reconvening
                                               thereof
 "Court Order"                                 the order of the Court sanctioning the Scheme under Part 26 of the Companies
                                               Act
 "Court Sanction Hearing"                      the hearing of the Court to sanction the Scheme under Part 26 of the Companies
                                               Act
 "Court Sanction Hearing Date"                 the date of the Court Sanction Hearing
 "CREST"                                       the relevant system (as defined in the Uncertificated Securities Regulations
                                               2001 (SI 2001/3755), in respect of which Euroclear UK & International
                                               Limited is the operator
 "Dealing Disclosure"                          an announcement pursuant to Rule 8 of the Code containing details of dealings
                                               in interests in relevant securities of a party to an offer
 "Disclosed"                                   Information which has been fairly disclosed:

                                               (a) by, or on behalf of, Empiric in the Empiric Annual Report and Accounts for
                                               the year ended 31 December 2024;

                                               (b) prior to the date of this Announcement by, or on behalf of, Empiric to
                                               Unite (or its respective officers, employees, agents or advisers in their
                                               capacity as such), including (without limitation) via the virtual data room
                                               operated on behalf of Empiric in respect of the Acquisition;

                                               (c) in any public announcement made via a Regulatory Information Service by,
                                               or on behalf of, Empiric prior to the date of this Announcement (by delivery
                                               of an announcement to a Regulatory Information Service); or

                                               (d) in this Announcement.
 "Disclosure Guidance and Transparency Rules"  the Disclosure Guidance and Transparency Rules made by the FCA and forming
                                               part of the FCA's Handbook (as amended from time to time)
 "Effective"                                   in the context of the Acquisition:

                                               (i)          if the Acquisition is implemented by way of Scheme,
                                               means the Scheme having become effective pursuant to its terms; or

                                               (ii)           if the Acquisition is implemented by way of a
                                               Takeover Offer, such offer having become or been declared unconditional in
                                               accordance with its terms
 "Effective Date"                              the date on which the Scheme becomes effective pursuant to its terms
 "Empiric"                                     Empiric Student Property PLC of 1st Floor, 72 Borough High Street, London, SE1
                                               1XF
 "Empiric 2025 Profit Forecast"                has the meaning given to it in Part B of Appendix 6 of this Announcement
 "Empiric 2025 Dividends"                      has the meaning given to it in paragraph 2 of this Announcement
 "Empiric Annual Report and Accounts"          the audited annual report and accounts for Empiric for the year ended 31
                                               December 2024
 "Empiric Directors" or "Empiric Board"        the board of directors of Empiric and "Empiric Director" means any of them
 "Empiric Group"                               Empiric and its subsidiary undertakings
 "Empiric Permitted Dividends"                 has the meaning given to it in paragraph 12 of this Announcement
 "Empiric Shareholders"                        the holders of Empiric Shares
 "Empiric Shares"                              ordinary shares of one penny each in the capital of Empiric
 "Empiric Share Plans"                         the Empiric Student Property PLC 2014 Long Term Incentive Plan, the Empiric
                                               Student Property PLC 2024 Long Term Incentive Plan and the Empiric Student
                                               Property PLC SAYE Option Plan
 "Enlarged Group"                              the enlarged group following the Acquisition comprising the Unite Group and
                                               the Empiric Group
 "EPRA NTA"                                    the net asset value of the relevant group including property interests valued
                                               at market value but excluding the mark to market value of financial
                                               instruments, deferred tax and intangible assets
 "FCA"                                         the Financial Conduct Authority of the United Kingdom, acting in its capacity
                                               as the competent authority for the purposes of FSMA
 "FSMA"                                        the Financial Services and Markets Act 2000, as amended from time to time
 "Forms of Proxy"                              the forms of proxy for use at the Court Meeting and the General Meeting
                                               respectively, which will accompany the Scheme Document
 "General Meeting"                             the general meeting of Empiric Shareholders to be convened in connection with
                                               the Acquisition, notice of which will be set out in the Scheme Document, to
                                               consider and if thought fit approve the Resolution, including any adjournment,
                                               postponement or reconvening thereof
 "Grant Thornton"                              Grant Thornton UK Advisory & Tax LLP
 "HMO"                                         houses of multiple occupation
 "IFA"                                         has the meaning given to it in paragraph 17 of this Announcement
 "Latest Practicable Date"                     means the Business Day prior to the publication of this Announcement
 "Last Accounts Date"                          31 December 2024
 "Last Undisturbed Trading Date"               4 June 2025, being the last day prior to the commencement of the Offer Period
 "Lazard"                                      Lazard & Co., Limited of 20 Manchester Square, London W1U 3PZ
 "London Stock Exchange"                       London Stock Exchange plc
 "Long-Stop Date"                              11.59 pm on 30 June 2026 or such later date (if any) as may be agreed in
                                               writing by Unite and Empiric (with the consent of the Panel, if required) or
                                               as directed by the Panel, and in each case as the Court may approve (if such
                                               approval is required)
 "LTV"                                         loan to value
 "Main Market"                                 the market of the London Stock Exchange for listed securities
 "Market Abuse Regulation"                     the UK version of the EU Market Abuse Regulation (2014/596/EU) which is part

                                             of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
                                               from time to time
 "New Unite Shares"                            the new Unite Shares to be allotted pursuant to the Scheme
 "Offer Document"                              if (subject to the consent of the Panel and the terms of the Co-operation
                                               Agreement), Unite elects to effect the Acquisition by way of a Takeover Offer,
                                               the offer document published by or on behalf of Unite in connection with any
                                               Takeover Offer, setting out, among other things, the full terms and conditions
                                               of the Acquisition, including any revised offer document
 "Official List"                               the official list maintained by the FCA pursuant to Part 6 of FSMA
 "Opening Position Disclosure"                 an announcement pursuant to Rule 8 of the Code containing details of interests
                                               or short positions in, or rights to subscribe for, any relevant securities of
                                               a party to an offer
 "Panel" or "Takeover Panel"                   the Panel on Takeovers and Mergers
 "PBSA"                                        purpose-built student accommodation
 "Registrar of Companies"                      the Registrar of Companies in England and Wales
 "Regulatory Information Service"              a primary information provider which has been approved by the FCA to
                                               disseminate regulated information
 "Reverse Confidentiality Agreement"           the confidentiality agreement dated 2 June 2025 between Unite and Empiric as
                                               described in paragraph 16 of this Announcement
 "Resolution"                                  the resolution to be proposed at the General Meeting necessary to facilitate
                                               the implementation of the Acquisition, including, without limitation, a
                                               resolution to amend the articles of association of Empiric
 "Restricted Jurisdiction"                     any jurisdiction where local laws or regulations may result in a significant
                                               risk of civil, regulatory or criminal exposure if information concerning the
                                               Acquisition is sent or made available to Empiric Shareholders in that
                                               jurisdiction
 "Scheme" or "Scheme of Arrangement"           the scheme of arrangement proposed to be made under Part 26 of the Companies
                                               Act between Empiric and the Scheme Shareholders to be set out in the Scheme
                                               Document, with or subject to any modification, addition or condition approved
                                               or imposed by the Court
 "Scheme Document"                             the document to be sent to Empiric Shareholders setting out, amongst other
                                               things, the Scheme and notices convening the Court Meeting and the General
                                               Meeting
 "Scheme Effective Time"                       the time at which the Scheme becomes effective
 "Scheme Record Time"                          6.00 pm on the Business Day immediately preceding the Effective Date
 "Scheme Shareholders"                         holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of
                                               those scheme shareholders
 "Scheme Shares"                               the Empiric Shares:

                                               (i)            in issue at the date of the Scheme Document and
                                               which remain in issue at the Scheme Record Time;

                                               (ii)           (if any) issued after the date of the Scheme Document
                                               but before the Voting Record Time and which remain in issue at the Scheme
                                               Record Time; and

                                               (iii)          (if any) issued at or after the Voting Record Time but
                                               at or before the Scheme Record Time on terms that the holder thereof shall be
                                               bound by the Scheme or in respect of which the original or any subsequent
                                               holders thereof are, or have agreed in writing to be, bound by the Scheme and,
                                               in each case, which remain in issue at the Scheme Record Time,

                                               excluding, in any case, any Empiric Shares held by or on behalf of Unite or
                                               the Unite Group at the Scheme Record Time
 "subsidiary" and "subsidiary undertaking"     have the meanings given to them in the Companies Act
 "Takeover Offer"                              should the Acquisition be implemented by way of a takeover offer as defined in
                                               section 974 of the Companies Act, the offer to be made by or on behalf of
                                               Unite to acquire the entire issued and to be issued share capital of Empiric
                                               and, where the context requires, any subsequent revision, variation, extension
                                               or renewal of such offer
 "Third Party"                                 means any central bank, government, government department or governmental,
                                               quasi-governmental, supranational, statutory, regulatory, environmental or
                                               investigative body, authority (including any national or supranational
                                               anti-trust or merger control authority), court, trade agency, association,
                                               institution or professional or environmental body or any other person or body
                                               whatsoever in any relevant jurisdiction, including, for the avoidance of
                                               doubt, the Panel
 "Total Transaction Value"                     has the meaning given to it in paragraph 2 of this Announcement
 "Treasury Shares"                             shares held as treasury shares as defined in section 724(5) of the Companies
                                               Act
 "UILs"                                        has the meaning given to it in paragraph 13 of this Announcement
 "UK" or "United Kingdom"                      the United Kingdom of Great Britain and Northern Ireland
 "UK Listing Rules"                            the UK Listing Rules issued by the FCA pursuant to Part 6 of the Financial
                                               Services and Markets Act 2000, as amended from time to time
 "UK Prospectus Regulation"                    the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of
                                               UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from
                                               time to time
 "Unite"                                       The Unite Group PLC of South Quay House Temple Back Bristol BS1 6FL
 "Unite Directors" or "Unite Board"            the board of directors of Unite and "Unite Director" means any of them
 "Unite Final Dividend"                        has the meaning given to it in paragraph 12 of this Announcement
 "Unite Interim Dividend"                      has the meaning given to it in paragraph 12 of this Announcement
 "Unite Permitted Dividends"                   has the meaning given to it in paragraph 12 of this Announcement
 "Unite Shareholders"                          the holders of Unite Shares
 "Unite Shares"                                the ordinary shares of 25 pence each in the capital of Unite
 "United States" or "US"                       the United States of America, its territories and possessions, any state of
                                               the United States of America, the District of Columbia, and all other areas
                                               subject to its jurisdiction
 "Unite Group"                                 Unite and its subsidiary undertakings
 "Voting Record Time"                          the time and date as specified in the Scheme Document by reference to which
                                               entitlement to vote at the Court Meeting will be determined

All times referred to are London time unless otherwise stated.

All references to "GBP", "pence", "sterling" or "£" are to the lawful
currency of the United Kingdom.

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

 

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/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFFFIFSFTAISLIE