TIDMUTG
RNS Number : 0079R
Unite Group PLC (The)
25 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT (THE
"ANNOUNCEMENT"), IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LEI: 213800BBUUWVDH9YI827
For immediate release
25 June 2020
THE UNITE GROUP PLC
("Unite" or the "Company")
RESULTS OF PLACING
Unite is pleased to announce the successful completion of the
placing announced yesterday (the "Placing").
A total of 34,482,759 new ordinary shares in the capital of the
Company in Unite (the "Placing Shares") were placed by J.P. Morgan
Securities plc (which conducts its United Kingdom investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan") and
Numis Securities Limited ("Numis") and together with J.P. Morgan,
the
"Banks"), raising gross proceeds of approximately GBP300 million.
Placing Shares have been issued at a price of 870.0 pence per
Placing Share (the "Placing Price"). The Placing Price represents a
discount of 3.1 per cent. to the middle market closing price on 24
June 2020 of 897.5 pence.
Concurrently with the Placing, certain directors of the Company
have subscribed for an aggregate of 20,113 new ordinary shares in
the capital of the Company (the "Subscription Shares") at the
Placing Price (the "Subscription"), raising gross proceeds of
approximately GBP175k. Further information on the Subscription is
set out below.
The Placing Shares and the Subscription Shares being issued
represent together approximately 9.5 per cent of Unite's issued
ordinary share capital prior to the Placing and the
Subscription.
The Company consulted with a significant number of its
shareholders prior to the Placing and has respected the principles
of pre-emption through the allocation process insofar as possible.
The Company is pleased by the strong support it has received from
new investors and existing shareholders.
The Placing Shares and Subscription Shares will, when issued, be
credited as fully paid and rank pari passu with the existing
ordinary shares in the capital of the Company including the right
to receive all future dividends and distributions declared, made or
paid.
Applications have been made for the Placing Shares and the
Subscription Shares to be admitted to the premium listing segment
of the Official List of the Financial Conduct Authority (the "FCA")
and to trading on the main market of the London Stock Exchange plc
(the "London Stock Exchange") (together, "Admission"). It is
expected that Admission will take place at 8.00 a.m. (London time)
on 29 June 2020 and dealings in the Placing Shares and Subscription
Shares will commence at that time. The Placing and Subscription are
both conditional upon, inter alia, Admission becoming effective.
The Placing is also conditional upon the Placing Agreement becoming
unconditional and not being terminated.
Following Admission becoming effective, the total number of
voting rights in the Company will therefore be 398,142,599 , which
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
Company under the Disclosure Guidance and Transparency Rules.
Director participation
Each of the following directors of the Company has agreed to
subscribe for the number of Subscription Shares at the Placing
Price opposite his or her name as set out below:
Director Number of Subscription Shares
Phil White 1,724
------------------------------
Richard Smith 5,747
------------------------------
Joe Lister 5,747
------------------------------
Elizabeth McMeikan 1,149
------------------------------
Ross Paterson 1,149
------------------------------
Richard Akers 1,724
------------------------------
Ilaria del Beato 1,724
------------------------------
Dame Shirley Pearce 1,149
------------------------------
Capitalised terms used but not defined in this announcement
(this "Announcement") have the same meanings as set out in the
placing announcement of the Company released yesterday.
J.P. Morgan Cazenove and Numis acted as joint bookrunners in
respect of the Placing.
Richard Smith, Chief Executive Officer of Unite, commented:
"The successful completion of this fundraise is further evidence
of the strong investor support for Unite, our future prospects and
the attractive fundamentals of the student accommodation sector.
The proceeds will be used to accelerate growth opportunities in
London and prime provincial markets where we see continued strong
demand for the high quality, affordable accommodation we
provide.
"We took the early decision to do the right thing by our
students and forgo summer term rents and this has undoubtedly
enhanced our brand and corporate reputation. We believe this will
lead to new partnership opportunities as Universities look for
trusted partners who can provide safe and secure homes for their
students."
The person responsible for making this Announcement on behalf of
the Company is Chris Szpojnarowicz, Company Secretary.
This Announcement should be read in conjunction with the
Important Notices below.
For further information please contact:
The Unite Group
Richard Smith, Chief Executive Officer
Joe Lister, Chief Financial Officer
Michael Burt, Director of Strategy & Investor
Relations +44 (0) 117 302 7005
J.P. Morgan Cazenove (Joint Bookrunner)
Robert Constant
Bronson Albery
Barry Meyers
Paul Hewlett +44 (0) 20 7742 4000
Numis (Joint Bookrunner)
Heraclis Economides
Ben Stoop
Oliver Hardy +44 (0) 20 7260 1000
Powerscourt (PR Adviser)
Justin Griffiths
Victoria Heslop +44 (0) 20 7250 1446
IMPORTANT NOTICES
No action has been taken by the Company, the Banks or any of
their respective Affiliates or any person acting on its or their
behalf that would permit an offer of the Placing Shares or
Subscription Shares in any jurisdiction or result in the possession
or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this Announcement comes are required by the Company and
the Banks to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
document is required (in accordance with Prospectus Regulation (EU)
2017/1129 (the "Prospectus Regulation")) to be published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares or Subscription Shares is
being made in any such jurisdiction.
This Announcement is for information purposes only and is
directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a member state of the European Economic Area (the "EEA"),
qualified investors within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (b) if in the UK,
Qualified Investors who are (i) persons who fall within the
definition of "investment professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) persons who fall within
article 49(2)(a) to (d) of the Order, or (c) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in
(a), (b) and (c) above together being referred to as "Relevant
Persons"). Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. This Announcement must
not be acted on or relied on by persons who are not Relevant
Persons.
The securities referred to herein have not been and will not be
registered under the United States 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 directly or indirectly in or into the United States
absent registration under the Securities Act 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 any other jurisdiction of
the United States. The Placing Shares are being offered and sold by
the Company (a) outside the United States in offshore transactions
as defined in, and pursuant to, Regulation S under the Securities
Act ("Regulation S"), or (b) in the United States only to persons
reasonably believed to be "qualified institutional buyers" (as
defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act pursuant to a transaction
exempt from the registration requirements of the Securities Act
and/or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Subscription Shares are being offered and sold by the Company
only outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S.
A potential Placee and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are
subscribed for will be, (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or (ii) (a) a QIB
and (b) subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
the Republic of South Africa, or Japan or any other jurisdiction in
which such activities would be unlawful.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, cashflows, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
and (ii) business and management strategies and the expansion and
growth of the Company's operations. Such forward-looking statements
involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions, some of
which are outside of the Company's influence and/or control. Many
factors could cause actual results, performance or achievements to
differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause
the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include,
among others, economic and business cycles, the terms and
conditions of the Company's financing arrangements, foreign
currency rate fluctuations, competition in the Company's principal
markets, acquisitions or disposals of businesses or assets, the
national and international impact of the Covid-19 pandemic, changes
in government and other regulation, including in relation to the
environment, travel, health and safety and taxation, labour
relations and work stoppages, changes in political and economic
stability and trends in the Company's principal industries. Due to
such uncertainties and risks, you are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. No statement in this Announced
is intended to be a profit estimate or profit forecast. The
forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
Directors, the Banks and their respective Affiliates and any person
acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules made by the Financial Conduct
Authority (the "FCA") (the "Listing Rules") under the Financial
Services and Markets Act 2000 (as amended) ("FSMA"), the Market
Abuse Regulation (EU) No.596/2014 ("MAR"), the Disclosure Guidance
and Transparency Rules made by the FCA under FSMA (the "DTRs"), the
rules of the London Stock Exchange plc (the "London Stock
Exchange") or the FCA.
J.P. Morgan is authorised by the Prudential Regulatory Authority
and regulated in the United Kingdom by the PRA and the FCA. Numis
is authorised and regulated in the United Kingdom by the FCA. Each
of the Banks is acting exclusively for the Company and no one else
in connection with the Placing, the content of this Announcement
and other matters described in this Announcement. Each of the Banks
will not regard any other person as their respective clients in
relation to the Placing, the content of this Announcement and other
matters described in this Announcement and will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or
for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters
referred to in this Announcement. The Banks are not acting for the
Company with respect to the Subscription and will have no
responsibilities, duties or liabilities, whether direct or
indirect, whether arising in tort, contract or otherwise in
connection with the Subscription or to any person in connection
with the Subscription.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
of the Banks or by any of their respective Affiliates or any person
acting on its or their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing or Subscription. 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 upon disposal of the shares. Past
performance is no guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
Any indication in this Announcement of the price at which
securities (including the ordinary shares of the Company) have been
bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is intended
as a profit forecast or estimate for any period and no statement in
this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company, as appropriate, for the current or
future years would necessarily match or exceed the historical
published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
In connection with the Placing, each of the Banks, any of their
respective Affiliates and/or any person acting on its or their
behalf, may take up a portion of the Placing Shares in the Placing
in a principal position and in that capacity may retain, purchase
or sell for its own account such shares and other securities of the
Company or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the
Company to the Banks or any of their respective Affiliates or any
person acting on its or their behalf acting in such capacity. In
addition, either of the Banks, their respective Affiliates and/or
any person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which either of the
Banks or any of their respective Affiliates or any person acting on
its or their behalf may from time to time acquire, hold or dispose
of such securities of the Company, including the Placing Shares.
Furthermore, in the event that the Banks acquire Placing Shares in
the Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Neither of the
Banks, any of their respective Affiliates nor any person acting on
its or their behalf intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The Banks, their respective Affiliates and/or any person acting
on its or their behalf may have engaged in transactions with, and
provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their
business to the Company and/or its Affiliates for which it would
have received customary fees and commissions. The Banks, their
respective Affiliates and/or any person acting on its or their
behalf may provide such services to the Company and/or its
Affiliates in the future.
The Placing Shares to be issued or sold pursuant to the Placing
and the Subscription Shares to be issued pursuant to the
Subscription 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 the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into 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 the United Kingdom.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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