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 £60
million.
Initial Issue highlights:
-
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.
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.£530 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 £60
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 £90
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 £42.5 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
Application Forms in respect of the Offer for
Subscription |
1:00 p.m.
on 21 February |
Latest time and date for receipt of commitments under
the Initial Placing |
3:00 p.m.
on 21 February |
Publication of results of Initial Issue announced and trade
date |
22 February |
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.£530 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.