GCP STUDENT LIVING PLC
(the “Company”)
Publication of Circular and Notice of
General Meeting
Further to the announcement by the Company on 16 December 2016 the Company has today published
a circular and notice of general meeting (the “Circular”) in
order to approve certain resolutions in relation to a proposed
share issuance programme (the “2017 Share Issuance
Programme”). The resolutions will give the Directors the
authority to allot up to 200 million shares for cash on a
non-pre-emptive basis over the course of the 2017 Share Issuance
Programme (the "Resolutions"). Issues of Shares under the
2017 Share Issuance Programme may take the form of a series of
placings and/or open offers and/or offers for subscription, as
appropriate.
Background to the Proposals
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 investments. As set out in the
announcement of 2 December 2016, the
Company has secured the opportunity to acquire two large scale,
modern, purpose-built student residential accommodation assets in
and around London (referred to as Scape Wembley and Podium,
Royal Holloway London) which, once
completed will provide a further c.750 modern studios and beds.
Further, the Investment Manager is currently reviewing and
conducting due diligence on assets in the Company’s core markets,
totalling c. 2,000 studios and beds, of which terms in respect of
properties representing c.450 studios and beds are under
negotiation with the relevant vendor. In addition, the Company’s
right of first offer arrangements with Scape Student Living are
anticipated to provide further attractive pipeline assets in the
future.
To provide the Company with the operational flexibility to take
advantage of such investment opportunities as and when they arise
in a competitive market, the Company is seeking Shareholder
approvals which will enable it to implement the 2017 Share Issuance
Programme.
The minimum price at which shares will be issued pursuant to the
2017 Share Issuance Programme will be equal to the prevailing
published net asset value per share at the time of allotment
together with a premium intended to cover the costs and expenses of
the relevant issue of shares (including, without limitation, any
commissions), ensuring there will be no dilution to the Company’s
prevailing net asset value from the issuance of those shares.
Subject to shareholders voting in favour of the Resolutions to
be proposed at the general meeting, the Company will publish one or
more prospectuses in connection with the 2017 Share Issuance
Programme, and currently intends to publish a prospectus shortly
after the general meeting.
Benefits of the Proposals
The Directors believe that the Proposals will have the following
benefits for Shareholders:
-
the Company will be able to raise additional capital promptly,
enabling it to take advantage of current and future investment
opportunities;
-
selective acquisitions of assets with attractive rental growth
characteristics will further diversify the Company’s investment
portfolio and reduce portfolio concentration risk;
-
an increase in the market capitalisation of the Company should
make the Company more attractive to a wider investor base;
-
it is expected that the secondary market liquidity in the Shares
will be further enhanced as a result of a larger and more
diversified shareholder base.The 2017 Share Issuance Programme will
partially satisfy market demand for Shares from time to time and
may improve liquidity in the market for Shares; and
-
the Company’s fixed running costs will be spread across a wider
shareholder base, thereby reducing its on-going charges ratio.
Notice of General Meeting
Notice is also hereby given that a general meeting will be held
at the offices of Gowling WLG (UK) LLP, 4 More London Riverside,
London SE1 2AU on Tuesday, 31 January
2017 at 12 noon in order to approve the Resolutions.
A copy of the Circular will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM and on the Company's website at
www.gcpuk.com/gcp-student-living-plc.
Copies of the notice of general meeting will be posted to
shareholders and will also be available from the Company's
registered office at 51 New North Road, Exeter EX4 4EP.
Expected timetable for the General Meeting
Latest time and date for receipt of forms of
proxy: 12 noon on
27 January 2017
Time and date of General
Meeting: 12
noon on 31 January 2017
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Gravis Capital Partners LLP |
Tom Ward |
tom.ward@gcpuk.com |
+44 20 7518 1496 |
Nick Barker |
nick.barker@gcpuk.com |
+44 20 3142 7869 |
Dion Di Miceli |
dion.dimiceli@gcpuk.com |
+44 20 7850 4772 |
Stifel Nicolaus Europe Limited |
Neil Winward |
neil.winward@stifel.com |
+44 20 7710 7600 |
Mark Young |
mark.young@stifel.com |
+44 20 7710 7600 |
Tom Yeadon |
tom.yeadon@stifel.com |
+44 20 7710 7600 |
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
successfully secured the opportunity to acquire two assets in and
around London, providing a further c.750 beds which are currently
expected to be operational for the 2017/18 academic year. Its
standing assets are primarily occupied by international students
and offer 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. 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 into jurisdictions other than the United Kingdom may be restricted by
law. Any failure to comply with these restrictions may
constitute a violation of the securities laws or regulations of any
such jurisdiction. In particular, this announcement 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. 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.