Firm Placing and Placing and Open Offer

RNS Number : 6663B

Unite Group PLC

06 March 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS.

Further, 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 any new ordinary shares of The UNITE Group plc in any jurisdiction in which any such offer or solicitation would be unlawful.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notice' section.

6 March 2014

The UNITE Group plc ("UNITE" or the "Company" or the "Group")

Firm Placing and Placingand Open Offer

The UNITE Group plc, the UK's leading developer and manager of student accommodation, today announces a Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £100 million (approximately £96 million net of expenses) by the issue of 24,500,000 New Ordinary Shares at 410 pence per New Ordinary Share (the "Issue Price").

Highlights

·          Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £100 million (approximately £96.5 million net of expenses). 

·          7,675,383 New Ordinary Shares will be issued through the Firm Placing at the Issue Price to raise gross proceeds of approximately £31 million and 16,824,617 New Ordinary Shares will be issued through the Placing and Open Offer at the Issue Price to raise gross proceeds of approximately £69 million.

·          The Issue Price reflects a 9.3% discount to the Closing Price on 5 March 2014 and a 2.3% discount to the 3 month volume weighted average price.

·          Half of the net proceeds of the Firm Placing and Placing and Open Offer will be used to fund an acceleration of the Group's highly targeted regional development programme in select key university towns and cities, taking advantage of cyclically low development costs. The capital is expected to be committed to new projects by the end of 2014 and achieve the Group's target returns of 9.5% to 10% yield on cost.

·          Half of the net proceeds of the Firm Placing and Placing and Open Offer will be used to acquire new units in The UNITE Student Accommodation Fund ("USAF"), increasing UNITE's stake from 16% to 22%. USAF is expected to deliver a total return of 12% to 13% in 2014, including a 7% annualised income return, and its portfolio is well positioned for growth.

·          It is expected that the Firm Placing and Placing and Open Offer will be accretive to both EPS and NAV per share within two years and significantly accretive within three to four years without near term dilution.

Attractive market fundamentals

The fundamentals of the UK student accommodation market remain strong and have underpinned a resilient performance during the challenging economic environment of the past few years. For the current academic year 2013/14 there were approximately 677,000 applicants for 496,000 undergraduate university places - close to the highest ever levels achieved in 2011/12. Applications for the 2014/15 academic year are encouraging and show a 4% year on year increase. These latest statistics are the result of a long period of significant, almost uninterrupted, growth in student numbers. For the 2013/14 academic year, there are now 1.7 million full time students in the UK compared to 600,000 in 1991. Taking these factors together, the Directors believe that demand for UK university places remains high.

Student numbers are set to increase further following the Government's announcement in December 2013 of its intention to remove the cap on student places in the 2015/16 academic year and to increase it in the interim by 30,000 places for the 2014/15 academic year. The Government itself forecasts that the removal of the cap could lead to an increased intake of 60,000 students, equivalent to an increase of 12%.

The rate of growth in the supply of new student accommodation has fallen sharply in recent years, particularly outside London. Currently, there are approximately 500,000 purpose-built bed spaces across the UK, leaving approximately 1.2 million full-time students needing to find alternative places to live. These conditions are expected to persist for the time being and UNITE expects approximately only 31,700 net additional bed spaces to be added to supply in the next three years, of which 9,200 are expected in London. Given the existing shortfall and the projected growth in student numbers, demand remains likely to exceed supply in the long term.

The Group's current portfoliois well placed to cater for this strong demand. The Group's development plans, both in London and increasingly in the regions, present an excellent opportunity to capitalise on these favourable market conditions.

Regional development

In June 2013, the Group raised £50.2 million through a placing of new Ordinary Shares to fund an acceleration of regional development activity. The Group stated that attractive development opportunities were emerging in a highly select number of regional locations. The Group's stated expectation was that the targeted regional development programme would comprise approximately 2,500 beds at an estimated total development cost of approximately £125 million and that Shareholders would benefit from NAV accretion from 2014 onwards and from EPS accretion from 2015 onwards as projects were completed and let. Achievable returns were estimated at 9.5% to 10% yield on cost.

Approximately 70% of the equity capital raised in June 2013 has now been committed to three new projects in Newcastle, Edinburgh and Aberdeen comprising 1,555 beds in total. The remainder is allocated to a further project in respect of which the Group is in exclusive negotiations. Based on recent evidence, and in light of the Group's long track record developing student accommodation, the Company believes that development costs in the regions are at or close to cyclical lows and that this situation is unlikely to persist beyond the next 12 to 18 months. The Board is therefore keen to position the Group to benefit meaningfully from these favourable market conditions during that time.

USAF

USAF is an established, leading multi-investor fund set up by UNITE in December 2006. It owns a geographically diverse portfolio of income generating student accommodation assets focused on key university towns and cities and is valued at £1.35 billion as at 31 December 2013. The majority of USAF's assets were developed by UNITE and benefit from high quality locations reflecting the Group's first mover advantage when developing in many of these towns and cities. 77% of USAF's portfolio is situated in cities with a Russell Group University and, as a result of its excellent locations, consistent high occupancy and rental growth, USAF has been one of the top performing funds in the IPD PPFI Specialist Fund Index over the past five years.

USAF's strategy is to remain as the leading fund for indirect institutional investment in the UK student accommodation sector; to drive portfolio performance by generating superior rental growth whilst maintaining high occupancy and managing risk; and to maintain and enhance the quality of its portfolio through asset management. USAF distributes all of its profits by way of dividends and does not take development risk.

USAF's average net initial yield was 6.6% as at 31 December 2013 and USAF's portfolio is on track for 3% rental growth and 98% occupancy for the 2014/15 academic year.

The Group believes that USAF's portfolio remains well positioned for continued strong performance due to the excellent locations of its assets and the positive demand/supply dynamics of the markets in which it is present. In addition, the Group believes that USAF's prospects have been further enhanced by recent refinancing activity which has significantly reduced its average cost of debt to 3.7% and extended the weighted average maturity of its debt facilities to 9 years (as at 31 December 2013). Following this refinancing, USAF has a prospective total return of 12% to 13% in 2014, assuming constant yields.

Use of proceeds

The purpose of the Firm Placing and Placing and Open Offer is to invest further in strong university locations in two ways:

I. Half of the net proceeds will be used for highly targeted regional development activity in select key university towns and cities.

It is expected that the half of the net proceeds of the Firm Placing and Placing and Open Offer which have been earmarked for regional development will be committed to projects during the remainder of 2014 and that those projects will be completed in 2017. The Group is monitoring a large number of prospective opportunities in approximately 10 different towns and cities and is actively exploring six to eight of these potential projects in strong regional locations which are supportive of its objectives and target returns. Currently, London development activity is on track with approximately 60% of LSAV's £330 million development programme committed. On the regional side, approximately 70% of the June 2013 equity placing proceeds have been committed. The Group's experience with these projects is supportive of its target returns of 9.5% to 10% yield on cost and has reinforced the Board's positive view of the regional development opportunity.

Once the additional capital has been committed, the Group is planning to commit a similar amount of internally generated funds to further development projects, provided that market conditions remain supportive. The Group retains a number of different options for providing this capital, including retained profits, proceeds from planned future disposals of non-core assets or sales of a small element of its USAF holding.

Taken together, the Group's various development activities are forecast to add significantly to earnings and NAV over the next three to four years. If the expected returns are achieved, the Group's existing secured pipeline could add 39 pence to NAV per share and 13 pence to EPS once completed (which excludes any regional development projects to be funded from the net proceeds of the Firm Placing and Placing and Open Offer). The Board expects the fourth project subject to exclusive negotiations to add up to 6 pence to NAV and 1 pence to EPS.

II.     Half of the net proceeds will be used to acquire further units in USAF.

Following the Firm Placing and Placing and Open Offer, the Group will subscribe for approximately £48 million of new units in USAF. New units will be acquired at a price equivalent to a 0.7% discount to USAF's NAV at 31 December 2013 (following an adjustment for marking the debt within USAF to market) and will increase UNITE's stake from 16.4% to approximately 22.0%. Proceeds will initially be used to reduce USAF's leverage from 43% to 40% LTV (using a 31 December 2013 balance sheet).

The Board believes USAF offers better returns than are available in the open market for investment assets. The Group's planned investment in USAF also offers additional strategic optionality and flexibility:

-     Capital recycling options through the sale of USAF units on the secondary market or the sale of completed properties to USAF at open market value under a pipeline agreement with USAF; and

-     At ownership above 20%, the Group's USAF investment is expected to become a qualifying asset for REIT purposes.

Overall, UNITE expects to achieve an annualised income return of 7% and a total return of 12% to 13% on its USAF stake in 2014.

The transaction is a continuation of the Group's existing strategy and will allow it to take advantage of cyclically low development costs, a low cost of capital in USAF and a positive outlook for demand and rental growth for the student accommodation sector.

Financial impact on the Group

The Firm Placing and Placing and Open Offer is expected to be accretive to both EPS and NAV per share within two years and significantly accretive within three to four years without near term dilution. Importantly, the deployment of proceeds will increase the Group's recurring profits further as a result of accretive income returns (both from USAF and new developments) and the Group's operational gearing.

The Company's current policy is to pay 33% of its net portfolio contribution as dividends and the Company intends to maintain this policy while attractive development opportunities remain.

Summary of the principal terms of the proposed Firm Placing and Placing and Open Offer

Structure

The Directors have given careful consideration as to how to structure the proposed fundraising and have concluded that the Firm Placing and Placing and Open Offer is the most suitable option available to the Company and its Shareholders at this time.

In aggregate, 24,500,000 New Ordinary Shares will be issued pursuant to the Firm Placing and the Placing and Open Offer (7,675,383 such New Ordinary Shares being issued pursuant to the Firm Placing and 16,824,617 such New Ordinary Shares being issued pursuant to the Placing and Open Offer) at 410 pence per New Ordinary Share (to raise gross proceeds of approximately £100 million). The Issue Price represents a discount of 9.3% to the Closing Price of 452 pence per Ordinary Share on 5 March 2014 (being the last Business Day prior to this announcement) and a 2.3% discount to the 3 month volume weighted average price. The Firm Placing and Placing and Open Offer are being fully underwritten by J.P. Morgan Cazenove, Numis and Jefferies subject to, and in accordance with, the terms of the Placing Agreement.

Firm Placing

The Firm Placees required the Firm Placing in order to give them certainty as to the size of their shareholding following the Issue. J.P. Morgan Cazenove, Numis and Jefferies, as agents of the Company, have made arrangements to conditionally place the Firm Placed Shares with institutional investors at the Issue Price. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

Placing and Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and, consequently, 16,824,617 of the New Ordinary Shares proposed to be issued by the Company are being offered to existing Shareholders by way of the Open Offer (representing gross proceeds of approximately £69 million).

The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.

Qualifying Shareholders will have a Basic Entitlement of:

2 Open Offer Shares for every 21 Existing Ordinary Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date and so in proportion to any other number of Existing Ordinary Shares held.

Qualifying Shareholders may also apply, under the Excess Application Facility, for any whole number of Excess Shares up to a maximum of 1.5 Excess Shares per every 21 Ordinary Shares held by them at the Record Date.

Applications under the Excess Application Facility may be allocated in such manner as the Directors determine, in their absolute discretion.

J.P. Morgan Cazenove, Numis and Jefferies, as agents of the Company, have made arrangements to conditionally place the Open Offer Shares with institutional investors at the Issue Price subject to a right of claw-back by Qualifying Shareholders pro rata to their current holdings to satisfy valid applications under the Open Offer.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated but will be aggregated and sold for the benefit of the Company under the Excess Application Facility and/or the Placing.

In the event that valid acceptances are not received in respect of any of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and, to the extent that there remain any unallocated Open Offer Shares, they will be placed under the Placing.

Excess Application Facility

Subject to availability, the Excess Application Facility enables Qualifying Shareholders who have taken up their Basic Entitlement in full to apply for additional Open Offer Shares in addition to their Basic Entitlements up to a maximum of 1.5 Excess Shares for every 21 Ordinary Shares held by them at the Record Date. Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete the relevant sections on the Non-CREST Application Form. Applications under the Excess Application Facility may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

Conditionality

The Firm Placing and Placing and Open Offer are conditional, amongst other things, on:

·         the satisfaction of certain conditions contained in the Placing Agreement between the Company, J.P. Morgan Cazenove, Numis and Jefferies, which are typical for an agreement of this nature;

·         J.P. Morgan Cazenove, Numis and Jefferies not having terminated the Placing Agreement before Admission in accordance with its terms; and

·         Admission occurring on or before 8.00 a.m. on 27 March 2014 (or such later date as the Company, J.P. Morgan Cazenove, Numis and Jefferies may agree jointly, not being later than the Longstop Date).

Application for Admission

Application will be made to the UK Listing Authority for the New Ordinary Shares to be listed on the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective at 8.00 a.m. on 27 March 2014 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day. No temporary documents of title will be issued.

The New Ordinary Shares to be issued pursuant to the Issue will, following Admission, rank pari passu in all respects with the Ordinary Shares in issue at the date of this announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Important notice

Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Basic Entitlements will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Open Offer, but may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility or will be placed under the Placing and that the net proceeds will be retained for the benefit of the Company.

Any Qualifying Shareholder who has sold or transferred all or part of its or his registered holding(s) of Existing Ordinary Shares prior to the close of business on 5 March 2014 is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from it or him under the rules of the London Stock Exchange by those who purchased its or his holding(s) (or part thereof).

Investment by Directors

In aggregate, the Directors intend to invest approximately £215,000 in the Issue, of which £120,000 is intended to be invested by certain Directors participating in the Firm Placing and £95,000 by certain Directors taking up their Basic Entitlements pursuant to the Open Offer.

Prospectus

A Prospectus is expected to be published later today containing full details of how Shareholders can participate in the Firm Placing and Placing and Open Offer.  Copies of the Prospectus will be available from the registered office of UNITE at The Core, 40 St Thomas Street, Bristol BS1 6JX and at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB, during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the date of its publication until Admission.

Mark Allan, Chief Executive of UNITE, said:

"This Firm Placing and Placing and Open Offer is building on a period of sustained strong performance in the business. It allows UNITE to capitalise on a window of opportunity in two ways, by accelerating regional development activity and by increasing our stake in the high quality USAF portfolio at returns above those achievable in the open market for investment assets."

For further information, please contact:

The UNITE Group plc                                                              0117 302 7045

Mark Allan, Chief Executive

Joe Lister, Chief Financial Officer

J.P. Morgan Cazenove (Joint Sponsor and Bookrunner)        020 7742 4000

Robert Fowlds

Bronson Albery

Barry Meyers

Numis Securities (Joint Sponsor and Bookrunner)                 020 7260 1000

Heraclis Economides

Ben Stoop

Oliver Hardy

Jefferies (Joint Bookrunner)                                                   020 7029 8000

Simon Hampton

Sara Hale

Luca Erpici

Bell Pottinger                                                                         020 7861 3925

Victoria Geoghegan

Nick Lambert

Elizabeth Snow

Statistics relating to the Firm Placing, Placing and Open Offer

Number of Existing Ordinary Shares	176,658,479
Aggregate number of New Ordinary Shares to be issued pursuant to the Issue	24,500,000
Enlarged Share Capital immediately following completion of the Issue	201,158,479
Percentage of the Enlarged Share Capital subject to the Issue	12.2%
Number of Firm Placed Shares to be issued pursuant to the Firm Placing	7,675,383
Number of Open Offer Shares to be issued pursuant to the Placing and Open Offer	16,824,617
Issue Price per New Ordinary Share	410 pence
Discount to the Closing Price on 5 March 2014	9.3%
Gross proceeds of the Issue	£100,450,000
Estimated net proceeds of the Issue receivable by the Company	approximately £96 million
Estimated expenses of the Issue	approximately £4 million
These expenses comprise estimated underwriting commissions and other fees and expenses of the Issue including VAT, payable by the Company.

Expected timetable of principal events

	20141,2
Record Date for entitlements under the Open Offer	6.00 p.m. on 5 March
Announcement of the Issue	6 March
Ex-entitlement date for the Open Offer	6 March
Publication and posting of the Prospectus and the Non-CREST Application Forms	6 March
Basic Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	As soon as possible after 8.00 a.m. on 7 March
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 18 March
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 19 March
Latest time and date for splitting of Non-CREST Application Forms (to satisfy bona fide market claims)	3.00 p.m. on 20 March
Latest time and date for receipt of completed Non-CREST Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction	11.00 a.m. on 24 March
Admission and dealings commence in the New Ordinary Shares	8.00 a.m. on 27 March
CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form by	8.00 a.m. on 27 March
Despatch of definitive share certificates for New Ordinary Shares in certificated form by	4 April
Notes: 1. All references in this announcement to times are to London time. 2. Each of the above dates is subject to change at the absolute discretion of the Company, J.P. Morgan Cazenove, Numis and Jefferies. Any changes will be announced via a Regulatory Information Service.

IMPORTANT NOTICE

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION 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 OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.

J.P. Morgan Securities plc ("J.P. Morgan Cazenove"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and PRA in the United Kingdom, Numis Securities Limited ("Numis") and Jefferies International Limited ("Jefferies"), each of which is authorised and regulated in the United Kingdom by the FCA, are each acting solely for The UNITE Group plc and no-one else in connection with the Firm Placing and Placing and Open Offer or any other matter or arrangement referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as clients of J.P. Morgan Cazenove, Numis or Jefferies in relation to the Firm Placing and Placing and Open Offer and will not be acting for any other person or be otherwise responsible for providing the protections afforded to the clients of J.P. Morgan Cazenove, Numis or Jefferies nor for giving advice in relation to the Firm Placing and Placing and Open Offer, or any other matter or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove or Numis or Jefferies under Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, Numis or Jefferies accepts any responsibility whatsoever or makes any representation or warranty, express or implied, in relation to the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of any of them in connection with The UNITE Group plc or the Firm Placing and Placing and Open Offer and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future.  Each of J.P. Morgan Cazenove, Numis and Jefferies accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which any of them might otherwise have in respect of this announcement or any such statement.

THE FIRM PLACING AND PLACING AND OPEN OFFER DESCRIBED IN THIS ANNOUNCEMENT IS NOT BEING AND WILL NOT BE MADE TO SHAREHOLDERS OR INVESTORS IN THE UNITED STATES OR ANY OF THE OTHER RESTRICTED JURISDICTIONS (SUBJECT TO CERTAIN EXCEPTIONS). 

This announcement contains "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "projects", "aims", "plans", "predicts", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, and/or the Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Company, and/or the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the UKLA Rules), the Company, J.P. Morgan Cazenove, Numis and Jefferies expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in UNITE's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Group's control. Forward-looking statements are not guarantees of future performance. The Company's actual results of operations, financial condition and the development of the business sector in which the Group operates may differ materially from those suggested by the forward-looking statements contained in this announcement including, but not limited to, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, currency changes, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which the Group and its affiliates operate. In addition, even if the Company's actual results of operations, financial condition and the development of the business sector in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, J.P. Morgan Cazenove, Numis or Jefferies.  None of the Company, J.P. Morgan Cazenove, Numis or Jefferies takes any responsibility for, or can provide assurance as to the reliability of, other information that you might be given. 

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

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 on disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open 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 any website accessible by hyperlinks on the Company's website is incorporated in, 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 of the United Kingdom.

APPENDIX

In this announcement, the following expressions have the following meanings unless the context requires otherwise:

"Admission"	the admission of the New Ordinary Shares to listing on the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards and references to Admission becoming "effective" shall be construed accordingly
"Admission and Disclosure Standards"	the requirements contained in the publication "Admission and Disclosure Standards" (as amended from time to time) published by the London Stock Exchange containing, amongst other things, the requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities
"Basic Entitlement"	the pro rata entitlement of Qualifying Shareholders to subscribe for 2 Open Offer Shares for every 21 Existing Ordinary Shares registered in their name as at the Record Date
"Closing Price"	the closing, middle market quotation of an Existing Ordinary Share as published in the Daily Official List
"Daily Official List"	the daily official list of the London Stock Exchange
"EPS"	earnings per share
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Basic Entitlement in accordance with the terms and conditions of the Open Offer
"Excess Shares"	Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and are offered to Qualifying Shareholders under the Excess Application Facility
"Existing Ordinary Shares"	the Ordinary Shares in issue as at the date of this announcement
"FCA"	the Financial Conduct Authority in its capacity as competent authority for the purposes of Part VI of the FSMA
"Firm Placed Shares"	the 7,675,383 new Ordinary Shares to be allotted and issued by the Company pursuant to the Firm Placing
"Firm Placees"	any persons with whom a conditional Firm Placing of Firm Placed Shares has been or will be made
"Firm Placing"	the conditional placing of the Firm Placed Shares with the Firm Placees at the Issue Price
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Issue"	together the Firm Placing and the Placing and Open Offer
"Issue Price"	410 pence per New Ordinary Share
"London Stock Exchange"	London Stock Exchange plc
"LTV"	loan to value
"NAV"	net asset value
"New Ordinary Shares"	the new Ordinary Shares to be issued by the Company pursuant to the Firm Placing and Placing and Open Offer
"Non-CREST Application Form"	the application form for use by Qualifying Non-CREST Shareholders relating to applications for Open Offer Shares (including in respect of Excess Shares under the Excess Application Facility)
"Official List"	the official list maintained by the FCA
"Open Offer"	the invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares on the terms and conditions to be set out in the Prospectus, and in the case of Qualifying Non-CREST Shareholders, in the Non-CREST Application Form
"Open Offer Shares"	the 16,824,617 new Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer
"Ordinary Shares"	ordinary shares of 25 pence each in the capital of UNITE
"Placing"	the conditional placing of the Open Offer Shares with institutional investors at the Issue Price (subject to clawback in respect of valid applications made by Qualifying Shareholders under the Open Offer)
"Placing Agreement"	the conditional agreement dated the same date as this announcement between (1) the Company (2) J.P. Morgan Cazenove, (3) Numis and (4) Jefferies
"Prospectus"	the prospectus relating to the Firm Placing and Placing and Open Offer, to be posted to Shareholders
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company on the Record Date with the exception (subject to certain exceptions) of persons with a registered address or located or resident in any Restricted Jurisdiction
"Record Date"	6.00 p.m. on 5 March 2014
"Restricted Jurisdiction"	each of Australia, Canada, Japan, New Zealand, South Africa and the United States
"Shareholder"	a holder of Ordinary Shares

 

END

 

 

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