NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR ANY MEMBER
STATE OF THE EEA (OTHER THAN THE UNITED
KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF
THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR ANY MEMBER
STATE OF THE EEA (OTHER THAN THE UNITED
KINGDOM)
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 ordinary shares of GCP Student Living plc in any
jurisdiction in which any such offer or solicitation would be
unlawful.
GCP Student Living
plc
(The "Company", together with its
subsidiaries, the "Group")
Proposed
Placing
GCP Student Living plc, the UK's first REIT focused on student
residential assets, today announces that it is seeking to raise
gross proceeds of £23 million through a non pre-emptive placing of
new ordinary shares (the "Placing" and the "Placing Shares"
respectively) in accordance with the terms and conditions of the
Placing Programme set out in the prospectus issued on 29 April 2016 (the "Prospectus").
The Placing price will be 140.0
pence per ordinary share, which represents a 6.25 pence discount to the closing mid-price per
ordinary share on 1 December 2016 of
146.25 pence. The Placing will be NAV
accretive for existing shareholders.
Background to the Placing
The Company was admitted to trading on the London Stock Exchange
(Specialist Fund Segment) on 20 May
2013 with an investment remit to focus on owning, leasing
and licensing student residential accommodation and teaching
facilities to a diversified portfolio of direct let tenants and
HEIs.
In order to broaden its investor base and increase trading
liquidity in the shares, the Company migrated its listing to the
premium segment of the Main Market of the London Stock Exchange on
16 September 2016. Following this migration, the Company will
join the FTSE All-Share Index, effective on Monday 19 December 2016.
As at 30 September 2016, the
Group's property portfolio comprised six operational assets,
representing approximately 2,000 modern studios and beds, with a
combined valuation of £449.9 million. Additionally, the Group
has successfully secured the opportunity to acquire two large
scale, modern, purpose-built student residential accommodation
assets in and around London. Once completed, Scape Wembley
(formerly Apex House) and The Podium, Royal
Holloway London will, in aggregate, provide a further c.750
modern studios and beds with communal facilities. The acquisition
cost for both assets, in aggregate, is approximately £110
million.
On 20 May 2016, the Company
announced it had successfully raised £60 million of gross proceeds
pursuant to an oversubscribed placing of ordinary shares effected
through its Placing Programme. The acquisition of land and initial
construction payments in respect of Scape Wembley have been funded
from the net proceeds of that placing.
The Company, through its Investment Manager, continues to see
high quality opportunities in the student residential accommodation
market which it believes are strongly positioned to benefit from
the core supply/demand imbalance characteristics which the Company
seeks to identify in potential investment.
Meanwhile, whilst the long-term implications of the result of
the UK referendum remain unknown, it is the Investment Manager’s
current expectation that ‘Brexit’ will not have a material impact
on the performance of its existing portfolio. The portfolio is
focused on student accommodation assets in and around London, which
has the largest student population of any city in the UK, and
positions the Company to benefit from structural supply and demand
imbalances.
The Board of Directors and Investment Manager have sought to
position the portfolio, and gearing levels, in a conservative
manner to offer shareholders some protection against volatile
markets. Notwithstanding the ongoing availability of debt at
attractive pricing levels, the Board and the Investment Manager
believe it is appropriate in current markets for the Company to
remain conservative as regards borrowing levels and the positioning
of its portfolio, thereby providing shareholders with a property
portfolio with defensive income characteristics and with strong
rental growth prospects, which should offer greater resilience to
the market volatility following the ‘Brexit’ vote, particularly
relative to the wider UK commercial property sector.
Benefits of the Placing
The Investment Manager continues to see many attractive
opportunities in the student accommodation market and will continue
to engage and consult with existing and prospective shareholders in
connection with further increasing the asset base of the
Company.
The Board believes that the Placing will have the following
benefits to shareholders and the Company:
-
providing additional equity capital will enable the Company to
continue to take advantage of its current investment opportunities,
including with the forward-funding and purchase arrangements at
Scape Wembley and The Podium, Royal
Holloway London;
-
the Company is conservatively positioned with regard to its
borrowing levels (with a loan-to-value of approximately 27% as at
30 September 2016). The Investment
Manager continues to conduct due diligence on a number of assets in
locations which it believes will benefit from attractive and
sustainable rental growth underpinned by structural supply/demand
imbalances. The Placing will ensure that the Company remains
conservatively leveraged and in a strong financial position to
pursue new opportunities, as they arise, in the market;
-
providing a larger equity base over which the fixed costs of the
Company may be spread, thereby reducing the Company's ongoing costs
per ordinary share; and
-
further diversification of the shareholder register, potentially
enhancing liquidity in the ordinary shares.
FTSE Index inclusion
On 30 November 2016, the FTSE
Group confirmed that the Company meets its requirements for
inclusion in the FTSE All Share Index, effective from 19 December 2016. This will result in investment
in the Company by Index investors, further broadening its investor
base.
Terms of the Placing
The Company is targeting gross proceeds of £23 million through a
placing of 16,428,572 Placing Shares. The Placing is being
made pursuant to the terms and conditions of the Placing
Programme and is expected to close at 1.00
p.m. (London time) on 15 December
2016, but may close earlier (or later) at the absolute
discretion of the Company, in consultation with Stifel Nicolaus
Europe Limited, which is acting in its role as Sole Bookrunner for
the Company.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing ordinary
shares, including for the Company's next quarterly dividend, which
is currently expected to be declared in late January 2017.
In the event that the number of Placing Shares applied for under
the Placing exceeds 16,428,572, it may be necessary to scale back
applications under the Placing. In such event, Placing Shares will
be allocated at the discretion of the Board.
Under the terms of the Placing Programme, as approved by
shareholders on 27 April 2016, the
Board has the discretion to issue up to a maximum of 20,914,768
Placing Shares.
The Placing is not being underwritten.
Applications will be made to the FCA for admission of the
Placing Shares to the premium segment of the Official List and to
trading on the London Stock Exchange's Main Market for listed
securities (''Admission''). It is expected that Admission
will become effective and that unconditional dealings in the
Placing Shares will commence at 8.00
a.m. (London time) on, or around, 20
December 2016.
The Placing Shares will be issued in registered form and may be
held in uncertificated form. The Placing Shares allocated will be
issued to Placees through the CREST system unless otherwise stated.
The Placing Shares will be eligible for settlement through CREST
with effect from Admission.
For further information please contact: -
Gravis Capital Partners LLP |
|
+44 20 7518 1490 |
Tom Ward |
tom.ward@gcpuk.com |
|
Nick Barker |
nick.barker@gcpuk.com |
|
Dion Di Miceli |
dion.dimiceli@gcpuk.com |
|
|
|
|
Stifel Nicolaus Europe Limited |
|
+44 20 7710 7600 |
Neil Winward |
neil.winward@stifel.com |
|
Mark Young |
mark.young@stifel.com |
|
Tom Yeadon |
tom.yeadon@stifel.com |
|
|
|
|
Buchanan |
|
+44 20 7466 5000 |
Charles Ryland |
charlesr@buchanan.uk.com |
|
Vicky Watkins |
victoriaw@buchanan.uk.com |
|
Expected Timetable
Latest time and date for receipt of
Placing commitments |
1.00 p.m. on 15
December 2016 |
Announcement of the results of the
Placing |
16 December 2016 |
Admission of the Placing
Shares to the Official List and to trading on the London Stock
Exchange's Main Market for listed securities |
8.00 a.m. on, or
around, 20 December 2016 |
Crediting of CREST stock
accounts |
20 December 2016 |
Share certificates dispatched
(where appropriate) |
Week
commencing 19 December 2016 (or as soon as possible
thereafter) |
The Placing may close earlier (or later) than indicated above at
the absolute discretion of the Company, in consultation with Stifel
Nicolaus Europe Limited. In such event, the Company will notify
investors by the publication of a notice through a Regulatory
Information Service.
Dealing codes
Ticker |
DIGS |
ISIN for the Placing Shares |
GB00B8460Z43 |
SEDOL for the Placing Shares |
B8460Z4 |
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Prospectus, as amended and
supplemented. Copies of the Prospectus, the supplementary
prospectus published on 16 September
2016 and any future supplementary prospectuses will be
available at www.hemscott.com/nsm.do and on the Company's
website at www.gcpuk.com/gcp-student-living-plc.
About GCP Student Living plc
The Company was the first student accommodation REIT in the UK.
The Company invests in modern, purpose-built, private student
residential accommodation and teaching facilities. Its investments
are located primarily in and around London where the Investment
Manager believes the Company is likely to benefit from supply and
demand imbalances for student residential accommodation.
The Company currently owns and operates approximately 2,000 beds
across six properties, which are fully occupied, and has secured a
further c.750 beds which are currently expected to be operational
for the 2017/18 academic year. Its operational assets are primarily
occupied by international students and offer new high specification
facilities and hotel-level concierge type services which the
Investment Manager believes are attractive to overseas
students.
Important Information
The content of this announcement has been prepared by, and is
the sole responsibility of, GCP Student Living plc.
This announcement contains inside information in relation to the
Company.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this announcement. The distribution of this
announcement and any other documentation associated with the
Placing into jurisdictions other than the United Kingdom may be restricted by law.
Persons into whose possession these documents come should inform
themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from the
United States, Australia,
Canada, Japan or the Republic of South Africa or any other jurisdiction where
to do so may constitute a violation of the securities laws or
regulations of any such jurisdiction.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or the US Investment Company Act of 1940, as amended and may
not be offered or sold directly or indirectly in or into
the United States or to or for the
account or benefit of any US Person (within the meaning of
Regulation S under the Securities Act).
There will be no public offer of the Placing Shares in the
United States. The Placing Shares are being offered and sold
outside the US in reliance on Regulation S under the Securities
Act. The Placing Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this announcement. Any representation to the contrary is a
criminal offence in the US.
The Placing Shares have not been registered under the applicable
securities laws of Australia,
Canada, Japan or South
Africa and, subject to certain exceptions, may not be
offered or sold within Australia,
Canada, Japan or South
Africa or to any national, resident or citizen of
Australia, Canada, Japan
or South Africa.
This announcement does not constitute a prospectus relating to
the Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any shares in the Company in any
jurisdiction 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
or act as any inducement to enter into, any contract therefor.
Recipients of this announcement are reminded that applications for
Placing Shares will be made solely on the basis of the information
contained in the Prospectus (including any supplementary prospectus
published in connection therewith).
Stifel Nicolaus Europe Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting only for
the Company in connection with the matters described in this
announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protection
afforded to clients of Stifel Nicolaus Europe Limited or advice to
any other person in relation to the matters contained
herein.
None of the Company, Gravis Capital Partners LLP or Stifel
Nicolaus Europe Limited, or 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 for any loss howsoever
arising from any use of the announcement or its contents. The
Company, Gravis Capital Partners LLP and Stifel Nicolaus Europe
Limited, 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.