GCP Student Living plc
(“GCP Student” or the “Company”,
together with its subsidiaries the “Group”)
LEI: 2138004J4ID66FK38H25
Webinar
Nick Barker, co-lead manager of
GCP Student, will be hosting a webinar on 18 September
2018 at 2.00p.m.
The webinar should last around 45 minutes, with the opportunity
for questions afterwards.
On 10 September 2018, the Company
announced a proposed placing of new ordinary shares targeting gross
proceeds of up to £55 million (the “Placing Shares” and the
“Placing” respectively). Participation in the Placing will only be
available to persons in member states of the EEA who are qualified
investors as defined in article 2.1(e) of the Prospectus Directive
("Qualified Investors").
Qualified Investors wishing to access the webinar should contact
their usual sales contact at Stifel Nicolaus Europe Limited
("Stifel") or Neil Winward at
neil.winward@stifel.com.
The Placing is being made pursuant to the terms and
conditions set out in the Appendix of the announcement released by
the Company on 10 September 2018.
For further information, please contact:
Gravis Capital Management Limited |
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+44 20 3405 8500 |
Tom Ward |
tom.ward@graviscapital.com |
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Nick Barker |
nick.barker@graviscapital.com |
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Dion Di Miceli |
dion.dimiceli@graviscapital.com |
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Stifel Nicolaus Europe Limited |
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+44 20 7710 7600 |
Neil Winward |
neil.winward@stifel.com |
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Tom Yeadon |
tom.yeadon@stifel.com |
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Mark Young |
mark.young@stifel.com |
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Buchanan |
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+44 20 7466 5000 |
Charles Ryland |
charlesr@buchanan.uk.com |
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Henry Wilson |
henryw@buchanan.uk.com |
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About GCP Student
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.
GCP Student’s property portfolio comprises ten assets with
c.3,600 beds which are either currently fully operational or
expected to complete construction/refurbishment over the next two
academic years. At 30 June 2018, its
property portfolio was valued at £784.4 million.
The Company’s operational properties are predominantly 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
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO
THE UNITED STATES, THE EXCLUDED
TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER
THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH
ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED
WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE
UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE
ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II)
ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN
THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS
SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE
PLACING SHARES.
DEFINITIONS
"EEA" means the European Economic Area being the countries
included as such in the Agreement on European Economic Area, dated
1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member
States, as may be modified, supplemented or replaced.
"FCA" means the UK Financial Conduct Authority;
"Investment Manager" means Gravis Capital Management Limited, a
limited liability company (registered number 10471852) with
registered address at Munro House, Portsmouth Road, Cobham,
United Kingdom, KT11
1PP.
"London Stock Exchange" means the London Stock Exchange
Plc.
"Member State" means a sovereign state which is a member of the
European Union.
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended.
"Placee" means a Relevant Person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment to subscribe
for Placing Shares has been given.
"Prospectus Directive" means Directive 2003/71/EC as amended and
includes any relevant implementing measure in each Relevant Member
State.
"Regulation S" means Regulation S promulgated under the
Securities Act.
"Relevant Member State" means each member state of the EEA that
has implemented the Prospectus Directive.
"Securities Act" means the U.S. Securities Act of 1933, as
amended
"U.S." or "United States" means
the United States of America, its
states, territories and possessions, including the District of
Columbia
"U.S. Person" has the meaning given in Regulation S
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.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or
otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company
and no-one else in connection with the potential equity issue.
Stifel will not regard any other person as its client in relation
to the potential issue and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the potential
issue, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
None of the Investment Manager or Stifel, or any of their
respective directors, officers, employees, advisers, affiliates or
agents, 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
Investment Manager and Stifel Nicolaus Europe Limited, and their
respective directors, officers, employees, advisers, affiliates or
agents, 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.
The processing of a Placee's personal data by the Group will be
carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Group’s website:
https://www.graviscapital.com/uploads/fund-documents/gcp-student/GCP-STUDENT-LIVING-Privacy-Notice_-002.pdf.
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Group as informed in the
referred Privacy Notice.