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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Please read this notice carefully – it applies to all persons who view this webpage. The disclaimer set out below may be altered or updated from time to time. You should read it in full each time you visit the site.
This webpage contains electronic versions of materials relating to the Placing. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below.
To allow you to view information about the Placing, you must read this notice and then click "I AGREE". If you are unable to agree, you should click "I DISAGREE" and you will not be able to view information about the Placing.
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside the United Kingdom who wish to view this webpage must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. These materials are not directed at, nor intended for access or use by, any person or entity that is a citizen or resident of or located in a locality, state or country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
These materials are not directed at any person physically present in the United States, Canada, Australia or Japan. The information must not be released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, or Japan or any jurisdiction in which such offers or sales are unlawful, and you agree that you will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, Canada or Japan or any other territory where to do so would breach applicable local law or regulation.
In the European Economic Area (“EEA”), these materials may only directed at and may be communicated to persons who are “qualified investors” within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC, as modified by EU Directive 2010/73/EU, in each case as implemented in the relevant jurisdiction (“Qualified Investors”).
For the purposes of UK legislation, these materials are only directed at and may be communicated to persons in the United Kingdom who (i) have professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”); or (ii) fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc); or (iii) are other persons to whom it may lawfully be communicated (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire any securities in the UK will be engaged in only with Relevant Persons, or in the EEA, with Qualified Investors. Any person who is not a Relevant Person, a Qualified Investor or otherwise permitted under applicable law or regulation to access these materials, should not act or rely on the information contained herein.
The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. No securities of the Company have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities laws. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
You should not mail, forward, distribute, send or show the information or documents contained on this webpage to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.
The documents on, or which can be downloaded from, this webpage, are not a prospectus or listing particulars, do not constitute or form part of any offer or invitation to sell or transfer, or to underwrite, subscribe for or acquire any shares or other securities, and do not constitute or form any part of any solicitation of any such offer or invitation, nor shall they, any part of them or the fact of their distribution form the basis of or be relied upon in connection with any contract therefor, and does not constitute a recommendation regarding the securities of the Company. The documents included in this webpage do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. No securities of the Company have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable states securities laws. Such documents do not constitute a public offer of transferable securities in the United Kingdom pursuant to section 85 of the Financial Services and Markets Act 2000 and accordingly no prospectus will be issued in connection with the Placing.
The documents included in this webpage contain forward-looking statements that involve substantial risks and uncertainties and actual results and developments may differ materially from those expressed or implied by these statements by a variety of factors. These forward-looking statements speak only as at the date of the relevant document. In addition, all projections, valuations and statistical analyses provided in the documents included in this webpage may be based on subjective assessments and assumptions and may use among alternative methodologies that produce different results and should not be relied upon as an accurate prediction of future performance. Except as required by applicable law or regulation, the Company does not undertake any obligation to update or revise any forward-looking or other statements, whether as a result of new information, future developments or otherwise.
The documents included in this webpage speak only at the specified date of the relevant document and, except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company has, and accepts, no responsibility or duty to update such documents.
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21 February 2018
The Unite Group plc (“Unite Students”, or “Unite” or the “Company” or the “Group”), the UK's largest and most established manager and developer of purpose-built student accommodation, is pleased to announce the successful completion of the placing announced earlier today (the “Placing”).
A total of 22,206,872 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove (“J.P. Morgan Cazenove” or “JPMC”) and Numis Securities Limited ("Numis") (together, the "Joint Bookrunners") at a price of 765 pence per Placing Share, with existing and new institutional investors, raising gross proceeds of approximately £170 million. The placing price of 765 pence per Placing Share represents a discount of 1.7 per cent. to the intra-day price at 2:17 p.m. (being the time the placing price was agreed). The net placing price of approximately 750 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 3.6% per cent. to that intra-day price.
The Placing Shares represent approximately 9.2 per cent. of the issued ordinary share capital of the Company prior to the Placing.
Application has been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List maintained by the UK Listing Authority and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at or around 8.00 a.m. (London time) on 23 February 2018 (or such later date as may be agreed between the Company and the Joint Bookrunners) and that dealings in the Placing Shares will commence at the same time.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be entitled to the final dividend for the year ended 31 December 2017.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 7.00am (London time) today, 21 February 2018.
Richard Smith, Chief Executive Officer of Unite Group, commented:
“We are delighted to have successfully completed this placing and for the strong support received from shareholders. The funds raised will enable us to enhance the growth in earnings from our new University partnerships, whilst maintaining our balance sheet strength. We continue to focus on delivering value for shareholders.”
The person responsible for making this Announcement on behalf of the Company is Chris Szpojnarowicz, Company Secretary.
For further information, please contact:
The Unite Group
Richard Smith, Chief Executive Officer
Joe Lister, Chief Financial Officer
0117 302 7045
J.P. Morgan Cazenove (Joint Bookrunner)
020 7260 1000
Numis Securities (Joint Bookrunner)
020 7260 1000
Powerscourt (PR adviser to Unite)
020 7250 1446
The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.
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 (including its territories and possessions, any state of the United States and the District of Columbia (the “United States” or “US”), Canada, Australia, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
This Announcement may contain and the Company may make verbal statements containing “forward-looking statements” with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “outlook,” or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, and which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”) and the Prudential Regulation Authority, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Securities plc nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or their or their respective affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.