Last checked at 22 Nov 2019 12:15
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
22 November 2019
THE UNITE GROUP PLC (THE "COMPANY" OR "UNITE")
PUBLICATION OF PROSPECTUS
Further to previous announcements made by the Unite Group plc in relation to the acquisition of Liberty Living Group Plc (together with its subsidiary undertakings, "Liberty Living") from Liberty Living Holdings Inc. ("CPPIB Holdco"), a wholly owned subsidiary of Canada Pension Plan Investment Board ("CPPIB") (the "Acquisition"), Unite announces that a prospectus dated 22 November 2019 has today been approved by the Financial Conduct Authority (the "FCA") (the "Prospectus"). The Prospectus includes information relating to Unite and the Acquisition, as well as certain financial and trading information for Liberty Living for its year ended 31 August 2019.
The Prospectus will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/nsm. In addition, the Prospectus is available to view on the Company's website (www.unite-group.co.uk) and will be available for inspection at the offices of Unite Group plc, South Quay House, Temple Back, Bristol, BS1 6FL.
Application has been made to the Financial Conduct Authority for admission of 72,582,286 new ordinary shares of 25 pence each to be issued to CPPIB Holdco in part consideration for the Acquisition ("Consideration Shares") to the premium listing segment of the Official List maintained by the UK Listing Authority and to the London Stock Exchange plc (the "LSE") for admission to trading of the Consideration Shares on the LSE's main market for listed securities (together, "Admission"). It is expected that completion of the Acquisition will occur on 28 November and Admission will take place on or around 8.00 a.m. (London time) on 29 November 2019. The Consideration Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of Unite.
Following Admission, the total number of ordinary shares in issue in the Company will be 363,531,737. Unite currently holds no shares in treasury, and, therefore, following Admission, the total number of voting shares in issue will be 363,531,737. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
The person responsible for making this announcement on behalf of the Company is Chris Szpojnarowicz, Company Secretary.
For further information please contact:
The Unite Group +44 (0) 117 302 7005
Richard Smith, Chief Executive Officer
Joe Lister, Chief Financial Officer
J.P. Morgan Cazenove (Joint Financial Adviser) +44 (0) 20 7742 4000
Robert Constant
Bronson Albery
Barry Meyers
Kristof Vashegyi
Numis (Sole Sponsor and Joint Financial Adviser) +44 (0) 20 7260 1000
Heraclis Economides
Ben Stoop
Oliver Hardy
Powerscourt (PR Adviser to Unite) +44 (0)20 7250 1446
Justin Griffiths
Victoria Heslop
IMPORTANT NOTICE
This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.
The Consideration Shares 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 or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Consideration Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus, and, if given or made, such information or representations must not be relied on as having been authorised by the Company.