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

Empiric Student PropertyAnnouncement

Thu 16:45

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RNS Number : 6799L  Unite Group PLC (The)  05 June 2025

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

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE
RELEASE

5 June 2025

 

The Unite Group plc

 

Possible Offer for Empiric Student Property plc

 

The Unite Group plc ("Unite" or the "Company") notes the announcement by
Empiric Student Property plc ("Empiric") and confirms that on 29 May 2025,
having reviewed preliminary information and following a period of negotiation,
it submitted a revised non-binding proposal to acquire the entire issued and
to be issued share capital of Empiric for 30 pence in cash and 0.09 new Unite
shares per Empiric share (the "Possible Offer"). Unite confirms that on the
basis of the Possible Offer, Empiric has agreed to enter a period of due
diligence.

 

Based on Unite's closing share price of 855.5 pence on 4 June 2025, being the
last business day prior to the date of this announcement, the Possible Offer
values each Empiric share at 107.0 pence and Empiric's entire issued and to be
issued share capital at approximately £719 million, with approximately 28% of
the consideration consisting of cash, and represents:

 

·      a premium of approximately 10% to Empiric's closing share price
of 97.3 pence as at 4 June 2025;

·      a premium of approximately 21% to Empiric's three-month
volume-weighted average price of 88.3 pence as at 4 June 2025;

·      a premium of approximately 24% to Empiric's six-month
volume-weighted average price of 86.6 pence as at 4 June 2025; and

·      an implied EPRA NTA discount of 1.8% based on each of Unite's and
Empiric's last reported EPRA NTAs per share as at 31 December 2024.

 

Unite believes that that the Possible Offer represents an opportunity to
increase its appeal to students for the duration of their academic journey in
the UK, including in the returner and postgraduate segments. The addition of
Empiric's high quality, complementary portfolio would create a combined group
with enhanced scale and growth aligned to the UK's strongest universities.
With the potential synergies that could be unlocked by Unite's operating
platform, the Possible Offer has the potential to deliver accretion to
earnings and shareholder returns while maintaining balance sheet strength.

 

There can be no certainty that an offer will be made. A further announcement
will be made as appropriate.

 

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

 

In addition to the Possible Offer, Empiric shareholders will be entitled to
receive and retain the declared interim dividend in respect of the quarter
ended 31 March 2025 of 0.925 pence per Empiric share which will be paid on 27
June 2025 (the “Declared Interim Dividend”). If Empiric declares, makes or
pays any dividend or distribution or other return of value or payment to its
shareholders other than the Declared Interim Dividend, Unite reserves the
right to make an equivalent reduction to terms of the Possible Offer or to pay
an equalisation dividend to a common date. Unite also reserves the right to
adjust the terms of the Possible Offer to account for the issuance of any
additional shares or issuances of shares held in treasury (other than pursuant
to the exercise of existing options or other awards), options or similar
instruments.

 

In accordance with Rule 2.5(a) of the Code, Unite reserves the right to make
an offer for Empiric at a lower value or on less favourable terms than the
Possible Offer: (i) with the agreement or recommendation of the Board of
Empiric; (ii) if a third party announces a firm intention to make an offer for
Empiric which, at that date, is of a value less than the value of the Possible
Offer (inclusive of the Declared Interim Dividend); or (iii) following the
announcement by Empiric of a Rule 9 waiver transaction pursuant to Appendix 1
of the Code or a reverse takeover (as defined in the Code). Unite also
reserves the right to introduce other forms of consideration and / or to vary
the form and / or mix of the consideration it would offer.

 

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 (Financial
Adviser)
                        +44 (0) 20 7187 2000

Patrick Long

Jolyon Coates

Harriet Wedmore

 

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

Justin Griffiths

Victoria Heslop

Louisa Henry

 

Important notice

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. The information
disclosed in this announcement may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws and regulations of any jurisdiction outside of the United Kingdom. This
announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

Inside information

 

The information contained within this announcement is deemed by Unite to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014 (as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this announcement
via a Regulatory Information Service, such information is now considered to be
in the public domain.

 

For the purposes of MAR, this announcement is being made on behalf of Unite by
Chris Szpojnarowicz, Company Secretary.

 

Notices related to the financial adviser

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA"), is acting
exclusively as financial adviser to Unite and no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than Unite for providing the protections afforded to clients of Lazard
nor for providing advice in relation to matters referred to in this
announcement. 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.

 

Disclosure requirements of the Code

 

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

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, 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 Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 4 June
2025 (being the business day prior to the date of this announcement), Unite
confirms that it had in issue 489,352,205 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.

 

Rule 26.1 information

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available free of charge, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Unite's website at
www.unitegroup.com no later than 12 noon (London time) on the business day
following the date of this announcement.

 

For the avoidance of doubt, the contents of the website referred to in this
announcement are not incorporated into, and do not form part of, this
announcement.

 

Bases and sources

 

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

 

·      All closing share prices quoted for Unite 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).

 

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

 

·      The implied EPRA NTA discount is calculated by applying the
exchange ratio of 0.09 new Unite shares per Empiric share to Unite's EPRA NTA
per share of 971.5 pence as at 31 December 2024, with the addition of the 30
pence of cash consideration per Empiric share, as compared to Empiric's EPRA
NTA per share of 119.6 pence as at 31 December 2024.

 

·      The financial information relating to Unite is extracted from its
results for the year ended 31 December 2024, released on 25 February 2025.

 

·      The financial information relating to Empiric is extracted from
its results for the year ended 31 December 2024, released on 13 March 2024.

 

·      Certain figures in this announcement have been subject to
rounding adjustments.

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