RESULT OF PLACING AND OFFER FOR SUBSCRIPTION

RNS Number : 8289T

Empiric Student Property PLC

23 July 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN THE COMPANY OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS PUBLISHED BY THE COMPANY.

23 July 2015

Empiric Student Property plc

("ESP" or the "Company" or, together with its subsidiaries, the "Group")

RESULT OF PLACING, U.S. PRIVATE PLACEMENT AND OFFER FOR SUBSCRIPTION

The Board of Directors (the "Board") of Empiric Student Property plc (ticker: ESP) is pleased to announce the results of the Placing, the U.S. Private Placement and Offer for Subscription of Shares (the "Issue").  The Issue was oversubscribed at the maximum size of £75 million, significantly exceeding the target amount of £50 million.

The Board, in consultation with Jefferies International Limited ("Jefferies"), has exercised its right to increase the size of the Issue with a total of 70,921,985 Shares to be issued at a price of 105.75 pence per Share.  58,746,867 Shares will be issued under the Placing and 12,175,118 Shares will be issued pursuant to the U.S. Private Placement and Offer for Subscription.

The net proceeds of the Issue will be used to invest in the Company's pipeline of high quality, purpose-built student accommodation assets comprising a mix of operating properties and properties under development across multiple locations in the UK.

Commenting on today's announcement, the Rt Hon the Baroness Dean of Thornton-le-Fylde, Chairman, said:

"We have been delighted by the continued strong support from our existing shareholders and welcome a wide range of new investors who have subscribed for shares in Empiric for the first time. The dynamics of the premium student accommodation market remain very favourable with strong and steadily increasing demand for higher education, especially among international students, coupled with the supply of modern, purpose-built assets remaining constrained."

Paul Hadaway, Chief Executive, commented:

"The Company's investment pipeline of operating properties and properties under development is very strong and we expect to commit the net proceeds of this fundraising by the end of the third quarter of 2015, whilst also delivering on the Company's annual dividend target of at least 6 pence per Share for the financial year commencing 1 July 2015¹."

Jefferies and Akur Limited ("Akur") are acting as Joint Financial Advisers and Jefferies is acting as Sponsor, Sole Global Coordinator and Bookrunner in relation to the Issue.

¹ The target dividend stated above is a target only and not a profit forecast. There can be no assurance that this target will be met and it should not be taken as an indication of the Company's expected or actual future results.

Admission

Application has been made for all of the new Shares to be admitted to the premium listing segment of the Official List of the FCA and to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective, and that dealings in the new Shares will commence, on 27 July 2015.

Total voting rights

Immediately following Admission, the Company's issued share capital will consist of 303,848,815 Shares with voting rights. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Expected timetable

Admission of the Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities	8.00 a.m. on 27 July 2015
Crediting of CREST stock accounts	27 July 2015
Share certificates despatched (where appropriate)	week commencing 27 July 2015 (or as soon as possible thereafter)

The dates and times specified in this announcement are subject to change without further notice. All references to times in this announcement are to London time unless otherwise stated.

Dealing codes

Ticker	ESP
ISIN for the Ordinary Shares	GB00BLWDVR75
SEDOL for the Ordinary Shares	BLWDVR7

Any defined terms used in this announcement are as set out in the Prospectus.

For further information on the Company, please contact:

Empiric Student Property plc	(via Newgate below)
Paul Hadaway (Chief Executive)
Tim Attlee (Chief Investment Officer)
Michael Enright (Chief Financial Officer)
Akur Limited (Joint Financial Adviser)	Tel: [phone]
Tom Frost
Anthony Richardson
Siobhan Sergeant
Jefferies International Limited (Sponsor, Joint Financial Adviser and Sole Global Coordinator and Bookrunner)	Tel: [phone]
Gary Gould
Stuart Klein
Newgate (PR Adviser)	Tel: [phone]
James Benjamin	Em: [e-mail]
Sara Hourigan
Andre Hamlyn

Further information on Empiric can be found on the Company's website at www.espreit.co.uk.

Notes:

Empiric Student Property plc (incorporated in England & Wales) is an internally managed real estate investment trust ("REIT") investing in modern, direct-let, premium student accommodation, both standing and development assets, with a focus on quality and with assets generally in prime central locations in top university cities and towns in the UK.  The Company listed on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in June 2014. 

IMPORTANT NOTICE

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, New Zealand or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein 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 of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable State securities laws. There will be no public offer of the Shares in the United States, Australia, Canada, South Africa, New Zealand or Japan.

The offer and sale of Shares referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

Jefferies and Akur are authorised and regulated by the Financial Conduct Authority. Each of Jefferies and Akur are acting exclusively for the Company and no-one else in connection with the Issue and the Share Issuance Programme.  They will not regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, Jefferies, Akur and any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Jefferies, Akur and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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ROILLFITDEIFFIE