REG - Unite Group PLC - Retail offer of new ordinary shares

UniteAnnouncement

24/07/2023 16:45

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RNS Number : 9967G  Unite Group PLC (The)  24 July 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021)

LEI: 213800BBUUWVDH9YI827

For immediate release

24 July 2023

 

THE UNITE GROUP PLC

(THE "COMPANY" OR "GROUP" OR "UNITE")

RETAIL OFFER

●   The Unite Group plc today announces a retail offer of new ordinary
shares via PrimaryBid
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=apples)
;

●   The issue price for the new ordinary shares will be determined at the
close of the Bookbuild;

●   The Retail Offer is available to both existing shareholders and new
investors;

●   Investors can access the Retail Offer through PrimaryBid's website
(https://app.primarybid.com/) and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=apples)
;

● Investors may also be able to take part through PrimaryBid's network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation). Participating partners include AJ Bell, Hargreaves
Lansdown and interactive investor;

●  Subscriptions through PrimaryBid's partners can be made from ISAs or
SIPPs, as well as General Investment Accounts (GIAs). Some partners may only
accept applications from existing shareholders;

●   The issue price for the new ordinary shares will be equal to the
Placing Price (as defined below);

●   There is a minimum subscription of £250 per investor in the Retail
Offer; and

●   No commission will be charged by PrimaryBid on applications to the
Retail Offer.

Retail Offer

The Unite Group plc (LON: UTG) is pleased to announce a retail offer of new
ordinary shares of 25 pence each in the capital of the Company (the "Retail
Offer Shares") via PrimaryBid (the "Retail Offer").

The Company is also conducting a non-pre-emptive placing of new ordinary
shares of 25 pence each in the capital of the Company (the "Placing Shares")
by way of an accelerated bookbuild process (the "Bookbuild"), as separately
announced earlier today (the "Placing"). The price at which the Placing Shares
are to be placed (the "Placing Price") will be determined at the close of the
Bookbuild.

In conjunction with the Placing and the Retail Offer, certain directors of the
Company intend to subscribe for new ordinary shares of 25 pence each in the
capital of the Company (the "Subscription Shares"), at the Placing Price,
pursuant to subscription letters entered into with the Company (the
"Subscription", together with the Placing and the Retail Offer, the "Capital
Raise").

The issue price for the Retail Offer Shares will be equal to the Placing
Price.

Applications will be made for the Retail Offer Shares to be admitted to the
premium listing segment of the Official List of the Financial Conduct
Authority and to be admitted to trading on the main market for listed
securities of London Stock Exchange plc ("Admission"). Admission is expected
to take place at 8.00 a.m. (London time) on 27 July 2023.

The Retail Offer is conditional upon, inter alia, the placing agreement
entered into by the Company in connection with the Placing not being
terminated in accordance with its terms and Admission.

The Company intends to use the net proceeds of the Capital Raise to commit to
two new purpose-built student accommodation development schemes and accelerate
asset management initiatives to enhance future returns.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within
existing authorities from the Company's shareholders for non-pre-emptive
offers so as to minimise cost and time to completion, the Company values its
retail investor base and is therefore pleased to provide retail investors with
the opportunity to participate in the Company's equity fundraising alongside
other investors and in line with the Pre-Emption Group guidelines.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer, which provides retail investors the
opportunity to participate in the Company's equity fundraising alongside the
Placing and the Subscription, is in the best interests of shareholders, as
well as wider stakeholders in the Company.

Details of the Retail Offer

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=apples)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=apples)
. Investors may also be able to take part through PrimaryBid's partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor.

Subscriptions through participating partners can be made from ISAs or SIPPs,
as well as GIAs. Investors wishing to subscribe for Retail Offer Shares using
their ISA. SIPP or GIA should contain their investment platform, retail broker
or wealth manager. Some partners may only accept applications from existing
shareholders.

The Retail Offer will open to retail and other investors resident and
physically located in the United Kingdom following the release of this
Announcement. The Retail Offer is expected to close at the same time as the
Placing. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Placing Price does not exceed €8
million or equivalent. Accordingly, the Company is not required to publish,
and has not published, a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The
Retail Offer is not being made into any jurisdiction where it would be
unlawful to do so. In particular, the Retail Offer is being made only to
persons who are, and at the time the Retail Offer Shares are subscribed for,
will be outside the United States and subscribing for the Retail Offer Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S ("Regulation S") under the U.S Securities Act of 1933, as amended (the
"Securities Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the offer through
PrimaryBid or subscribe for Retail Offer Shares.

The new ordinary shares to be issued pursuant to the Retail Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new ordinary shares to
be issued pursuant to the Placing and the Subscription and with the Company's
existing ordinary shares.

Investors who apply for Retail Offer Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for Retail Offer Shares has been
made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid, the Retail Offer or for a copy of the
terms and conditions (including the procedure for application and payment for
Retail Offer Shares) that apply to registered users of PrimaryBid in addition
to the terms and conditions set out in this Announcement,
visit PrimaryBid.com
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=apples)
or email PrimaryBid at enquiries@primarybid.com
(http://enquiries@primarybid.com) .

Investors wishing to apply for Retail Offer Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of the process, their terms and conditions and any
relevant fees or charges.

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

It should be noted that a subscription for the Retail Offer Shares and any
investment in the Company carry a number of risks. Investors should make their
own investigations into the merits of an investment in the Company. Nothing in
this Announcement amounts to a recommendation to invest in the Company or
amounts to investment, taxation or legal advice. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Company's ordinary shares if they are in any doubt.

The person responsible for making this Announcement on behalf of the Company
is Richard Smith, Chief Executive Officer.

Enquiries

 The Unite Group                           +44 (0) 117 302 7005

 Richard Smith, Chief Executive Officer

Joe Lister, Chief Financial Officer

Michael Burt, Group Investment Director

 PrimaryBid Limited                        enquiries@primarybid.com

 Fahim Chowdhury/James Deal

 Powerscourt (PR adviser)                  +44 (0) 20 7250 1446

 Justin Griffiths

Victoria Heslop

 

Important Notices

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company.

No action has been taken by the Company or any other person that would permit
an offer of the Retail Offer Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other offering or
publicity material relating to such Retail Offer Shares in any jurisdiction
where action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement comes are
required by the Company to inform themselves about, and to observe, such
restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") or the
Prospectus Regulation as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the securities referred to herein is
being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered
under the Securities Act, or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold directly or
indirectly in or into the United States absent registration under the
Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other jurisdiction of
the United States. The Retail Offer Shares are being offered and sold by the
Company only outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S. The Retail Offer is not available to persons in
the United States.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'',
''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would",
"could" or "should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, cashflows, synergies, economic performance,
indebtedness, financial condition, dividend policy and future prospects; and
(ii) business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions, some of which are outside of the Company's
influence and/or control. Many factors could cause actual results, performance
or achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets, changes
in government and other regulation, including in relation to the environment,
travel, health and safety and taxation, labour relations and work stoppages,
changes in political and economic stability and trends in the Company's
principal industries. Due to such uncertainties and risks, undue reliance
should not be placed on such forward-looking statements, which speak only as
of the date hereof. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in this Announcement
may not occur. No statement in this Announcement is intended to be a profit
estimate or profit forecast. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The Company and
its directors each expressly disclaim any obligation or undertaking to update
or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation, the Listing Rules made by the Financial Conduct
Authority (the "FCA") (the "Listing Rules") under the Financial Services and
Markets Act 2000 (as amended) ("FSMA"), the Market Abuse Regulation (EU)
No.596/2014 ("EU MAR") and EU MAR as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented ("UK MAR"),
the Disclosure Guidance and Transparency Rules made by the FCA under FSMA (the
"DTRs"), the rules of the London Stock Exchange plc (the "London Stock
Exchange") or the FCA.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Retail Offer. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance cannot be relied upon as a guide to future
performance.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which securities
(including the Ordinary Shares) have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any period and
no statement in this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free cash flow for
the Company, as appropriate, for the current or future years would necessarily
match or exceed the historical published earnings, earnings per share or
income, cash flow from operations or free cash flow for the Company.

The Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom 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 and regulations of
any jurisdiction outside the United Kingdom.

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
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relating to the use and distribution of this information may apply. For
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