TIDMDIGS
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
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 GCP Student Living plc 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
(defined below) which has been published today by the Company and any
supplement thereto in connection with the admission of Shares of the Company to
the Premium Listing segment of the Official List of the UK Listing Authority
and to trading on the London Stock Exchange's main market for listed
securities.
Issue of equity and publication of prospectus
2 February 2017
GCP Student Living, the UK's first REIT focussed on student residential assets,
has today published a prospectus (the "Prospectus") in relation to a placing
programme (the "2017 Placing Programme") and initial issue (the "Initial Issue
") of new ordinary shares.
The Initial Issue, which opens with immediate effect, will be conducted by way
of an Offer for Subscription and Initial Placing of new ordinary shares
targeting gross proceeds in excess of GBP60 million.
Initial Issue highlights:
* The issue price of the Initial Issue will be 140.0 pence per Share, which
represents a discount to the closing mid-price per ordinary share on 1
February 2017 of 143.0 pence. The Initial Issue will be NAV accretive for
existing shareholders.
* It is currently intended that the net proceeds of the Initial Issue be used
to acquire a private student residential accommodation asset in a prime
central London position and in respect of which the Company has entered
into an exclusivity arrangement (the "Target Asset"), as announced on
25 January 2017.
* The Company, through its Investment Manager, continues to see high quality
opportunities in the student residential accommodation market and is
currently reviewing and conducting due diligence on assets in the Company's
core markets totaling c.2,800 beds and in respect of which c.980 beds in
and around London are under future contractual arrangements.
* Shares acquired pursuant to the Offer for Subscription under the Initial
Issue should be eligible for inclusion in an ISA (and SIPP).
Background to and benefits of the Initial Issue and Placing Programme
The Company was admitted to trading on the London Stock Exchange (Specialist
Fund Segment) on 20 May 2013 as the UK's first REIT focused on student
residential assets.
In order to broaden its investor base and meet the liquidity requirements of a
wider audience of Shareholders and potential investors, the Company migrated
its listing to the premium segment of the Official List and transferred to
trading on the London Stock Exchange's main market for listed securities on
16 September 2016. Following this migration, in December 2016, the Company
joined the FTSE All-Share Index.
As at 31 December 2016, the Group had a total asset value of c.GBP530 million
including six standing assets, providing c.2,000 modern studios and beds, and
one forward funded development asset which will provide a further c.580 beds on
completion.
The Company, through its Investment Manager, continues to see high quality
opportunities in the student residential accommodation market, including in
respect of the Target Asset, which it believes are strongly positioned to
benefit from the core supply/demand imbalance characteristics which the Company
seeks to identify in potential investments.
To provide it with the operational flexibility to take advantage of such
investment opportunities as and when they arise in a competitive market, the
Company announced on 31 January 2017 that it had obtained shareholder authority
to issue and allot up to 200 million Shares on a non-pre-emptive basis, by way
of a series of placings and/or open offers and/or offers for subscription, at
the discretion of the Directors. The Initial Issue and any placings under the
2017 Placing Programme are being conducted under the shareholder authorities
described above.
Benefits of the Initial Issue and the 2017 Placing Programme
The Directors believe the Initial Issue and the 2017 Placing Programme will
have the following benefits for Shareholders:
* the Company will be able to raise additional capital promptly, enabling it
to take advantage of investment opportunities as and when they arise;
* 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 Initial Issue and the 2017 Placing 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 asset base,
thereby reducing its on-going charges ratio.
Further details of the Initial Issue
The Company is targeting raising gross proceeds in excess of GBP60 million
through a non pre-emptive Offer for Subscription and Initial Placing pursuant
to the Initial Issue. The Initial Issue Price is 140.0 pence per Share.
The Company may accept applications from investors under the Initial Issue to
raise gross proceeds equal to a maximum of GBP90 million. The maximum gross
proceeds reflects the Directors current view on the potential opportunities
available to the Company, including the Target Asset, and should help ensure
that the Company remains conservatively leveraged. The Initial Issue is
conditional on, inter alia, gross proceeds in excess of GBP42.5 million being
raised.
In the event that commitments under the Initial Issue exceed the maximum number
of Shares available, applications under the Initial Issue will be scaled back.
In such event the Shares will be allocated at the discretion of the Board, in
consultation with its sponsor.
The Initial Issue is being made pursuant to the terms and conditions set out in
Part 3 and Part 10 (Initial Placing) and Part 11 (Offer for Subscription) of
the Prospectus published today.
Subject to the terms and conditions set out in the Prospectus, investors are
invited to apply for Shares pursuant to the Initial Placing by contacting their
usual contact at Stifel Nicolaus Europe Limited. Applicants under the Offer
for Subscription are instructed to refer to the Application Form appended to
the Prospectus.
The Initial Issue is expected to close on 21 February 2017, but may close
earlier (or later) at the discretion of the Company, in consultation with
Stifel Nicolaus Europe Limited.
The Initial Issue is not being underwritten.
Application will be made to the London Stock Exchange for the Shares issued
pursuant to the Initial Issue to be admitted to the Premium Listing 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 dealings in the new Shares will commence at 8.00 a.m.
(London time) on 24 February 2017.
Shares issued pursuant to the Initial Issue will rank pari passu with the
Shares then in issue (save for any dividends or other distributions declared,
made or paid on the Shares by reference to a record date prior to the allotment
and issue of the relevant Shares). For the avoidance of doubt, subscribers for
new Shares pursuant to the Initial Issue will not be entitled to the dividend
of 1.43 pence per ordinary share declared in respect of the quarterly period
ended 31 December 2016, as announced on 31 January 2017.
The Shares will be issued in registered form and may be held in uncertificated
form.
Shares allotted and issued pursuant to the Initial Issue may be issued in
un-certificated form and settled through CREST from Admission or issued in
certificated form. It is expected that share certificates for Shares issued in
certificated form would be dispatched approximately one week after Admission.
Further details of the Initial Issue and the 2017 Placing Programme are set out
in the Prospectus. Capitalised terms used but not defined in this announcement
will have the same meaning as set out in the Prospectus.
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
Expected
timetable 2017
Initial Issue opens 2 February
Latest time and date for receipt of completed 1:00 p.m. on 21
Application Forms in respect of the Offer for February
Subscription
Latest time and date for receipt of commitments under 3:00 p.m. on 21
the Initial Placing February
Publication of results of Initial Issue announced and 22 February
trade date
Admission and dealings in new Shares commence 8.00 a.m. on 24
February
The dates and times specified above are subject to change. References to times
are to London times. Any changes to the expected timetable will be notified by
the Company through a Regulatory Information Service.
Dealing codes
Ticker DIGS
ISIN for the new ordinary shares GB00B8460Z43
SEDOL for the new ordinary shares B8460Z4
An electronic copy of the Prospectus is available at www.morningstar.co.uk/uk/
nsm and on the Company's website at www.gcpuk.com/gcp-student-living-plc.
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
Charles Ryland charlesr@buchanan.uk.com +44 20 7466 5000
Vicky Watkins victoriaw@buchanan.uk.com
About GCP Student Living plc
The Company was the first student accommodation REIT in the UK, investing 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 Group has an estimated total asset value of c.GBP530 million including six
standing assets, providing c.2,000 modern studios and beds, and one forward
funded development asset which will provide a further c.580 beds on completion.
The Investment Manager is currently reviewing and conducting due diligence on
assets in the Company's core markets totalling c.2,800 beds and in respect of
which c.980 beds in and around London are under future contractual arrangements
The Company's 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
and any other documentation associated with the Initial Issue and/or the 2017
Placing Programme 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 Shares have not been registered and will not be registered in the United
States under the U.S. Securities Act or under any other applicable securities
laws and the Shares may not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S under the U.S.
Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction in the United States. There will be no public offer of the Shares
in the United States. The Shares are being offered or sold outside the United
States to non U.S. Persons in offshore transactions in reliance on the
exemption from the registration requirements of the U.S. Securities Act
provided by Regulation S thereunder.
The 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 Shares or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the US.
The 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 Shares may be made solely on
the basis of the information contained in the Prospectus.
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.
END
(END) Dow Jones Newswires
February 02, 2017 06:50 ET (11:50 GMT)
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