Last checked at 5 Oct 2009 11:22
This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa or to US Persons.
5 October 2009
The UNITE Group plc
("UNITE" / "Company" / "Group")
RESULT OF FIRM PLACING AND PLACING AND OPEN OFFER
RESULT OF GENERAL MEETING
On 17 September 2009, The UNITE Group plc announced the details of a proposed share issue to raise gross proceeds of £82.0 million (approximately £77.8 million net of expenses) by the issue of 32,819,972 New Ordinary Shares in aggregate through a Firm Placing and Placing and Open Offer at 250 pence per New Ordinary Share.
Result of Firm Placing and Placing and Open Offer
The Open Offer has now closed in accordance with its terms. UNITE is delighted to announce that it has received valid acceptances under the Open Offer in respect of 100 per cent. of the Open Offer Shares from Qualifying Shareholders.
Excluding the Excess Application Facility, acceptances were received in respect of 19,780,789 Open Offer Shares from Qualifying Shareholders, representing a take-up of approximately 86.1 per cent. of the Open Offer Shares.
As a consequence, 3,193,192 Open Offer Shares were available for subscription under the Excess Application Facility. Valid applications under the Excess Application Facility have been received in respect of 3,493,315 Excess Shares, representing approximately 109 per cent. of the Excess Shares available for subscription. Applications under the Excess Application Facility will therefore be scaled back accordingly.
In addition to the Placing and Open Offer, a further 9,845,991 Ordinary Shares will be issued through the Firm Placing.
Result of General Meeting
UNITE is also pleased to announce that at the General Meeting held at 9.30 a.m. today, the Resolutions required in connection with the Firm Placing and the Placing and Open Offer were duly passed without amendment. The full text of the Resolutions and the notice convening the General Meeting is set out in the prospectus published by the Company on 17 September 2009 in relation to the Firm Placing and the Placing and Open Offer (the "Prospectus").
The percentage of votes cast in favour of the Resolutions, on a show of hands, was 100 per cent.. For information, proxy votes on the Resolutions in respect of the number of Ordinary Shares shown below were lodged prior to the General Meeting and were as follows:
| Resolution (1) | ||
| Number of Shares | Percentage of votes cast | |
| For | 84,401,968 | 99.76 |
| Against | 203,398 | 0.24 |
| Discretionary | 1,749 | |
| Total votes cast* | 84,607,115 |
|
| Resolution (2) | ||
| Number of Shares | Percentage of votes cast | |
| For | 83,497,856 | 98.69 |
| Against | 1,106,818 | 1.31 |
| Discretionary | 1,749 | |
| Total votes cast** | 84,606,423 |
|
* 308,521 votes were withheld. A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolutions.
** 309,213 votes were withheld. A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolutions.
In accordance with the UK Listing Authority's Listing Rules, copies of the Resolutions passed will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and Admission. It is expected that Admission will become effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 6 October 2009.
New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 6 October 2009, and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched within seven days of Admission.
The Enlarged Share Capital of UNITE following Admission will be 159,176,872 Ordinary Shares in aggregate.
Definitions used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires.
This announcement should be read in conjunction with the full text of the Prospectus, copies of which are available at the UK Listing Authority's Document Viewing Facility, which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and on the Company's website at www.unite-group.co.uk.
Commenting on the result of the Firm Placing and Placing and Open Offer, Phil White, Chairman of UNITE, said:
"We have seen a very good level of support from both existing shareholders and new investors for the share issue. The proceeds will enable us to begin acquiring development sites in London, a market which we believe offers strong growth potential given the ongoing supply/demand imbalance of good quality, purpose built-student accommodation. Following the completion of the share issue, we will work to secure suitable sites which we believe will underpin the delivery of future returns to our shareholders. We are delighted to have received this support from investors and regard this as a strong endorsement of the resilience and prospects of our business and of the student accommodation sector as a whole."
For further information, please contact:
| The UNITE Group plc Mark Allan / Joe Lister Tel: +44 (0) 117 302 7004 | Financial Dynamics Stephanie Highett / Dido Laurimore / Rachel Drysdale / Laurence Jones Tel: +44 (0) 20 7831 3113 Email: realestate@fd.com |
| J.P. Morgan Cazenove (Joint Sponsor, Joint Financial Adviser, Joint Bookrunner and Joint Broker) Robert Fowlds / Bronson Albery / Shona Graham Tel: +44 (0) 20 7588 2828 | |
| Numis (Joint Sponsor, Joint Financial Adviser, Joint Bookrunner and Joint Broker) Heraclis Economides / Simon Blank / Alex Ham Tel: +44 (0) 20 7260 1000 | |
Notes to Editors:
The UNITE Group plc
UNITE is the UK's leading developer and manager of student accommodation. It operates in 23 key university towns and cities across England and Scotland and will be operating approximately 38,500 bed spaces for the 2009/10 academic year taking into account anticipated new project deliveries and asset sales to third parties.
In recent years, UNITE has successfully evolved its business model to become a developer and co-investing manager of high quality student accommodation. UNITE's strategy is to grow its national portfolio of purpose-built, professionally-managed, branded student accommodation through the development of properties either itself or through co-investment vehicles. Once completed and stabilised, assets are typically sold to specially created co-investment vehicles in which the Group retains a significant minority stake.
J.P. Morgan Cazenove
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UNITE and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of the Prospectus) as its client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than UNITE for providing the protections afforded to its clients or for providing advice in connection with the Firm Placing and Placing and Open Offer or any other matter referred to herein.
Numis
Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UNITE and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of the Prospectus) as its client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than UNITE for providing the protections afforded to its clients or for providing advice in connection with the Firm Placing and Placing and Open Offer or any other matter referred to herein.
IMPORTANT NOTICE
This announcement has been issued by, and is the sole responsibility of, UNITE. No representation or warranty, express or implied, is made or given by, or on behalf of, the Company, J.P. Morgan Cazenove or Numis Securities or any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
This announcement 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 New Ordinary Shares, 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 or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus published on 17 September 2009.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa. This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, Japan, New Zealand or South Africa or to US Persons. This announcement is not for distribution directly or indirectly in or into the United States, Australia, Canada, Japan, New Zealand or South Africa or to US Persons. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains certain forward-looking statements which may include reference to one or more of the following: the Group's financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this announcement that are not historical facts are hereby identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, liquidity, capital needs, interest costs and income, in each case relating to UNITE, wherever they occur in this announcement, are necessarily based on assumptions reflecting the views of UNITE and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: economic and business cycles, the terms and conditions of UNITE's financing arrangements, foreign currency rate fluctuations, competition in UNITE's principal markets, acquisitions or disposals of businesses or assets and trends in UNITE's principal industries.
These forward-looking statements speak only as at the date of this announcement. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, UNITE does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, UNITE expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in UNITE's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur.