REG - Unite Group PLC - Publication of Scheme Document and Trading Update

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RNS Number : 4793Y  Unite Group PLC (The)  09 September 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

PRESS RELEASE

9 September 2025

THE UNITE GROUP PLC

('Unite Students', 'Unite', the 'Group', or the 'Company')

PUBLICATION OF SCHEME DOCUMENT AND TRADING UPDATE

 

On 14 August 2025, the boards of Unite and Empiric Student Property
('Empiric') announced that they had reached agreement on the terms of a
recommended cash and share offer by Unite to acquire the entire issued and to
be issued share capital of Empiric (the 'Acquisition'), to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the
'Scheme'). Capitalised terms used in this announcement shall, unless otherwise
defined, have the same meanings as set out in the Scheme Document (as defined
below).

 

This announcement contains further details on the Scheme Document, including
the update on Unite's current trading contained therein, and the Acquisition
timetable.

 

Publication of Scheme Document

Today, Unite notes the publication of a circular in relation to the
Acquisition (the 'Scheme Document') by Empiric setting out, among other
things, a letter from the Chair of Empiric, the full terms and conditions of
the Scheme, an expected timetable of principal events and details of the
action to be taken by Empiric's shareholders. The Scheme Document will be
available on Empiric's website at www.empiric.co.uk/investors/unite-offer
(http://www.empiric.co.uk/investors/unite-offer) and on Unite's website at
www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc
(http://www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc)
. A copy of the Scheme Document will also be submitted to the National Storage
Mechanism and available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Court Meeting and the General Meeting will be held on 6 October 2025 at
the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU.

 

Current trading

The Scheme Document contains the following updates on Unite's current trading:

 

2025/26 lettings performance

Across our operational portfolio 94% of rooms have been sold for the 2025/26
academic year as at 7 September 2025. This reflects a strong sales performance
in the period since A-level results in mid-August (90% sold as at 12 August
2025) with sales to international and postgraduate students expected to
continue through September. Our sales to date support rental growth of 4-5%
and we continue to target occupancy of at least 97%.

 

Undergraduate acceptances for the 2025/26 academic year are 3% higher
year-on-year. This reflects record demand from UK 18-year-olds driven by
demographic growth and strong participation rates. Acceptances from non-EU
international students are also up 5% year-on-year with particularly strong
growth from China (+16% year-on-year). Higher tariff universities, to which
Unite aligns its portfolio, have continued to capture a growing share of
undergraduate demand with acceptances up 8% year-on-year.

 

Our financial performance in the year to date and the outlook for the 2025/26
academic year supports reiterated guidance for adjusted EPS of 47.5-48.25p in
2025. Growth in our recurring earnings underpins total accounting returns of
8-10% in 2025 (before movements in property yields).

 

 

Property activity

In late August, Unite completed the disposal of a portfolio of nine properties
for £212 million (Unite share: £140 million) to an affiliate of Lone Star
Funds. The properties were treated as held for sale in Unite's balance sheet
as at 30 June 2025. The proceeds from the disposal will be recycled into
investment activity in Unite's strongest markets.

 

Q3 trading update and quarterly property valuations

Unite will publish its next trading update and quarterly property valuations
for the Unite UK Student Accommodation Fund ('USAF') and the London Student
Accommodation Joint Venture ('LSAV') as at 30 September 2025 on 8 October
2025.

 

ENDS

 

For further information, please contact:

 

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

Justin Griffiths

Victoria Heslop

Louisa Henry

 

 

About Unite Students

Unite Students is the UK's largest owner, manager and developer of
purpose-built student accommodation (PBSA) serving the country's world-leading
higher education sector. We provide homes to 68,000 students across 152
properties in 23 leading university towns and cities. We currently partner
with over 60 universities across the UK.

Our people are driven by a common purpose: to provide a 'Home for Success' for
the students who live with us. Unite Students' accommodation is safe and
secure, high quality and affordable. Students live predominantly in en-suite
study bedrooms with rents covering all bills, insurance, 24-hour security and
high-speed Wi-Fi.

We are committed to raising standards in the student accommodation sector for
our customers, investors and employees. Our Sustainability Strategy includes a
commitment to become net zero carbon across our operations and developments by
2030.

Founded in 1991 in Bristol, the Unite Group is an award-winning Real Estate
Investment Trust (REIT), listed on the London Stock Exchange. For more
information, visit Unite Group's corporate website www.unitegroup.com
(http://www.unitegroup.com/) or the Unite Students'
site www.unitestudents.com (https://www.unitestudents.com/) .

 

 

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 Unite 2025 Profit
Forecast is referred to in this announcement.

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

Assumptions within Unite's control or influence:

(a) no material change to the existing strategy or operation of the Group's
business;

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

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

(d) no material change to the present management of the Unite Group; and

(e) no material change in capital allocation policies of the Group.

Assumptions outside of Unite's control or influence

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

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

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

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

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

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

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

 

Further information

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from any Restricted Jurisdiction
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, 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).

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.

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.

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

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.

Overseas shareholders

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 or to vote their Scheme Shares in respect of the Scheme at the
Court Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, 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 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 use of the mails or any other
means or instrumentality (including, without limitation, 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 and the Takeover Offer 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
are 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
Exchange Act, 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.

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 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.

Cautionary note on 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 announcement.

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.

Rule 8 disclosure requirements

Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (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 Takeover 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 p.m. (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 of the Takeover
Code.

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 of the Takeover Code).

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 and 26.2 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
www.empiric.co.uk/investors/unite-offer and Unite's website at
www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc
by no later than 12.00 noon 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.

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/)
.

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