REG - Empiric Student Prop Unite Group PLC - Competition and Markets Authority Approval

UniteAnnouncement

27/11/2025 07:05

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RNS Number : 1759J  Empiric Student Property PLC  27 November 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 OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

27 November 2025

RECOMMENDED CASH AND SHARE ACQUISITION

of

EMPIRIC STUDENT PROPERTY PLC

by

THE UNITE GROUP PLC

by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

COMPETITION AND MARKETS AUTHORITY ("CMA") APPROVAL, DIVIDENDS AND CASH
CONSIDERATION ADJUSTMENT AND UPDATED TIMETABLE

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

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

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

CMA approval

The boards of Empiric and Unite welcome today's announcement by the CMA that
it has unconditionally cleared the Acquisition following its Phase 1
investigation. Accordingly, Condition 3(b) as set out in Part A of Part 4 of
the Scheme Document (the CMA condition) has been satisfied.

Completion of the Acquisition remains subject to the satisfaction (or, where
applicable, waiver) of the remaining Conditions set out in the Scheme
Document, including sanction of the Scheme by the Court at the Court Sanction
Hearing and the delivery of a copy of the Court Order to the Registrar of
Companies.

Dividends and cash consideration adjustment

On the basis of the updated Expected Timetable of Principal Events set out
below (the "Updated Timetable"), Empiric confirms that it will not announce,
declare or pay a fourth quarterly dividend for the financial year ended 31
December 2025. However, subject to the Acquisition proceeding in line with the
Updated Timetable, Empiric Shareholders who retain their New Unite Shares will
be entitled to the Unite Final Dividend, which is expected to represent
approximately two thirds of Unite's total expected dividend for the financial
year ended 31 December 2025.

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

Updated timetable and next steps

Empiric and Unite are pleased to confirm that the Court Sanction Hearing has
been scheduled for 26 January 2026. Details of the Court Sanction Hearing will
be available on the Court service website on the day before the Court Sanction
Hearing. The Effective Date of the Scheme is expected to be 28 January 2026.

An updated Expected Timetable of Principal Events is set out below reflecting
the revised sequencing of events between the Court Sanction Hearing and the
Effective Date. A further announcement will be made following the Court
Sanction Hearing.

All Empiric Shareholders have the right to attend the Court Sanction Hearing.

Updated expected timetable of principal events

All dates and times are based on Empiric's and Unite's current
expectations and are subject to change. If any of the dates and/or times in
this expected timetable change, the revised dates and/or times will be
notified to Empiric Shareholders by announcement through a Regulatory
Information Service and by posting notice of these dates on the following
website: www.empiric.co.uk/investors/unite-offer/.

 Event                                                                           Expected time and/or date
 Court Sanction Hearing                                                          26 January 2026
 Last day for dealings in, and for the registration of transfer of, and          5.00 p.m. on 27 January 2026
 disablement in CREST of, Empiric Shares
 Scheme Record Time                                                              6.00 p.m. on 27 January 2026
 Suspension of listing of Empiric Shares on the Official List, and from trading  By 7.30 a.m. on 28 January 2026
 on the Main Market
 Effective Date                                                                  28 January 2026 ((1))
 New Unite Shares issued to Empiric Shareholders                                 By 8.00 a.m. on 29 January 2026
 Admission and commencement of dealings in New Unite Shares                      By 8.00 a.m. on 29 January 2026
 Cancellation of listing of, and trading in, Empiric Shares                      By 8.00 a.m. on 29 January 2026
 CREST accounts of Empiric Shareholders credited with on or as soon as possible  On or as soon as possible after 8:00 a.m. on 29 January 2026 but not later
 after 8:00 a.m. New Unite Shares                                                than 14 days after the Effective Date
 Fractional entitlements to New Unite Shares aggregated and sold in the market   As soon as reasonably practicable after the Effective Date
 Latest date for dispatch of cheques and crediting of CREST stock accounts for   Within 14 days after the Effective Date
 Acquisition consideration due under the Scheme
 Long Stop Date                                                                  11.59 p.m. on 30 June 2026 ((2))

 

Note(s)

(1)   This date will be the date on which a copy of the Court Order is
delivered to the Registrar of Companies.

(2)   This is the latest date by which the Scheme may become Effective
unless Empiric and Unite agree (with the Panel's consent and as the Court may
approve (if such consent and/or approval is required)).

 

Enquiries:

 

 Empiric                                                                                                                                                                                                                (via FTI Consulting)

 Mark Pain (Non-Executive Chairman)

 Duncan Garrood (Chief Executive Officer)

 Donald Grant (Chief Financial & Sustainability Officer)

 Peel Hunt                                                                                                                                                                                                              +44 (0) 20 7418 8900

 (Joint Financial Adviser and Corporate Broker to Empiric)

 Capel Irwin

 Michael Nicholson

 Henry Nicholls

 Jefferies                                                                                                                                                                                                              +44 (0) 20 7029 8000

 (Joint Financial Adviser and Corporate Broker to Empiric)

 Tom Yeadon

 Philip Noblet

 Harry Le May

 FTI Consulting                                                                                                                                                                                                         +44 (0) 20 3727 1000

 (Communications Adviser to Empiric)

 Dido Laurimore

 Eve Kirmatzis

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

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

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

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

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

 

 

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

 

The person responsible for arranging for the release of this announcement on
behalf of Empiric is Lisa Hibberd, Company Secretary

 

 

 

Notices

 

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

 

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

 

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

 

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

 

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

 

Important notices

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from the United States or any
other jurisdiction where to do so would constitute a violation of the relevant
laws or regulations of such jurisdiction.

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance, transfer or exchange of securities or such solicitation pursuant to
the Acquisition or otherwise in any jurisdiction in which such offer,
invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) and the accompanying Forms of Proxy (or
forms of acceptance, if applicable), which contain the full terms and
conditions of the Acquisition. Any vote, approval, decision in respect of, or
other response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or any other document by which
the Acquisition is made by way of a Takeover Offer). Empiric Shareholders
should not make any investment decision in relation to the Acquisition or New
Unite Shares except on the basis of the Scheme Document (or any other document
by which the Acquisition is made by way of a Takeover Offer).

 

The statements contained in this announcement are made as at the date of this
announcement and unless some other time is specified in relation to them, the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.

 

The Acquisition is subject to, among other things, the applicable requirements
of the Code, the Panel, the London Stock Exchange and the FCA.

 

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

 

No person should construe the contents of this announcement as legal,
financial or tax advice. 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 FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

 

Overseas shareholders

 

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules, and the UK Listing Rules and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom. Nothing in this announcement should be relied on
for any other purpose.

 

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

 

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

 

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

 

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

 

Additional information for US investors

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

Notes regarding New Unite Shares

 

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

 

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

 

Forward-looking statements

 

This announcement (including information incorporated by reference into this
announcement), any oral statements made by Unite or Empiric in relation to the
Acquisition and other information published by Unite or Empiric may contain
statements about Unite and/or Empiric that are or may be forward-looking
statements. All statements other than statements of historical facts included
in this announcement may be forward-looking statements. Without limitation,
any statements preceded or followed by or that include the words "targets",
"plans", "goals", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects", "hopes", "continues", "would",
"could", "should" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
(but are not limited to) statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of Unite's or Empiric's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government regulation
on Unite's or Empiric's business.

 

These forward-looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward-looking
statements involve risks and uncertainties that could significantly affect
expected results and/or the operations of Unite and Empiric are based on
certain assumptions and assessments made by Unite and Empiric in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate.

 

There are several factors which could cause actual results to differ
materially from those projected, expressed or implied in forward-looking
statements. Among the factors that could cause actual results to differ
materially from those described in the forward-looking statements are the
satisfaction of or failure to satisfy all or any of the conditions to the
Acquisition, as well as additional factors, such as changes in the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates (including those arising from any
potential credit rating decline), changes in tax rates and future business
acquisitions or disposals, the success of business and operating initiatives
and restructuring objectives and the outcome of any litigation. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of Unite or
Empiric. Neither Unite or Empiric, nor any of their respective associates or
directors, officers, employees 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.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this announcement. All subsequent oral or written forward-looking
statements attributable to Unite or Empiric or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Unite and Empiric disclaim any obligation to update any
forward-looking or other statements contained in this announcement, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

 

No profit forecasts, estimates or quantified financial benefit statements

 

No statement in this announcement is intended to constitute a profit forecast,
profit estimate or quantified financial benefit statements and no statement in
this announcement should be interpreted to mean that the earnings or earnings
per share or dividend per share for Unite or Empiric, as appropriate, for the
current or future financial periods would necessarily match or exceed the
historical published earnings or earnings per share or dividend per share for
Unite or Empiric, as appropriate.

 

Disclosure requirements of the Takeover Code

 

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

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on websites

 

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

 

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

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, Empiric Shareholder and
persons with information rights may request a hard copy of this announcement,
future announcements and information relating to the Acquisition (including
information incorporated by reference into such documents by reference to
another source) free of charge, by contacting Empiric's registrars'
Computershare Investor Services PLC by writing to them at The Pavilions,
Bridgwater Road, Bristol BS99 6ZZ, or by calling them on +44 (0) 370 707 1384.
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 8.30 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 cannot provide any financial, legal
or tax advice. Calls may be recorded and monitored for security and training
purposes.

 

Scheme process

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

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

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
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