Empiric Regulatory News (ESP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

20 July 2017

Empiric Student Property plc

("Empiric" or the "Company" or, together with its subsidiaries, the "Group")

RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION

The Board of Directors of Empiric Student Property plc (ticker: ESP) is pleased to announce that the Placing, Open Offer and Offer for Subscription of Ordinary Shares (the "Issue") has raised gross proceeds of £110 million.

A total of 100,917,432 Shares will be issued at a price of 109 pence per Share (the "Issue Price"), of which 43,123,330 Shares will be issued pursuant to the Open Offer, 11,616,280 Shares will be issued pursuant to the Offer for Subscription and 46,177,822 Shares will be issued under the Placing. 

The net proceeds of the Issue will be used to acquire further investments in line with the Company's "2025 Plan" investment strategy, to fund specified capital investments in its existing assets and for general corporate purposes.

Commenting on today's announcement, the Rt Hon the Baroness Dean of Thornton-le-Fylde, Chairman, said:

"We are pleased to announce a successful capital raise of £110 million that will enable us to pursue a strong pipeline of investment opportunities. We are grateful for the continued support from our existing shareholders and welcome a range of new shareholders to the Company. We will now focus on deploying the proceeds of the fundraising into an identified pipeline of properties in London and elsewhere in the UK. "

The Issue is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting to be held at 11.00 a.m. on 21 July 2017, Admission of the Shares occurring no later than 8.00 a.m. on 24 July 2017 (or such later time and/or date as the Company and Jefferies may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms. If these conditions are not met, the Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service.

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur") are acting as Joint Financial Advisers and Jefferies is acting as Sponsor, Sole Global Coordinator and Bookrunner in relation to the Issue.

Admission to the Official List

Application has been made for all of the new Shares to be issued pursuant to the Issue to be admitted to the premium listing segment of the Official List of the FCA and to be admitted 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, on 24 July 2017.

Total Voting Rights

Immediately following Admission, the Company's issued share capital will consist of 602,196,503 Shares with voting rights. This 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Expected Timetable

The dates and times specified in this announcement are subject to change without further notice. All references to times in this announcement are to London time unless otherwise stated.

DEALING CODES

For further information on the Company, please contact:

Further information on Empiric can be found on the Company's website at www.empiric.co.uk.

Notes:

Empiric Student Property plc is a leading provider and operator of modern, direct-let, nominated or leased student accommodation across the UK. Investing in both operating and development assets, Empiric is a multi-niche student property company focused on, (i) providing good quality first year accommodation managed through its Hello Student® operating platform in partnership with universities, (ii) offering a variety of second and third year purpose built accommodation options for individual students and those wanting a group living environment, and (iii) continuing to expand the Group's existing premium, studio-led accommodation portfolio which is attractive to international and postgraduate students.

The Company, an internally managed real estate investment trust ("REIT") incorporated in England and Wales, listed on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in June 2014.

IMPORTANT NOTICE

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, New Zealand or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US 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 in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable State securities laws. There will be no public offer of the Shares in the United States, Australia, Canada, South Africa, New Zealand or Japan.

The offer and sale of Shares referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

Jefferies and Akur are authorised and regulated by the Financial Conduct Authority. Each of Jefferies and Akur are acting exclusively for the Company and no-one else in connection with the Issue. They will not regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.