TIDMDIGS
RNS Number : 7796V
GCP Student Living PLC
15 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 December 2021
RECOMMED CASH ACQUISITION
of
GCP STUDENT LIVING PLC
by
GEMINI JERSEY JV L.P.
(a newly formed vehicle owned, directly or indirectly, by joint
offerors Scape Living PLC and iQSA Holdco Limited)
to be implemented by means of a scheme of arrangement under Part
26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
On 16 July 2021, Gemini Jersey JV L.P. ("Bidco") and the board
of directors of GCP Student Living plc ( " GCP " ) announced that
they had reached agreement on the terms and conditions of a
recommended cash acquisition by Bidco of the entire issued, and to
be issued, ordinary share capital of GCP (the "Acquisition " ),
such Acquisition to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The circular in relation to the Scheme was published by
GCP, and sent to GCP Shareholders, on 11 August 2021 (the "Scheme
Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme
Document.
GCP is pleased to announce that the High Court of Justice in
England and Wales has today sanctioned the Scheme pursuant to which
the Acquisition is being implemented. All Conditions to the
Acquisition have now been satisfied or waived other than delivery
to the Registrar of Companies of a copy of the Court Order, which
is expected to take place on 20 December 2021. On such delivery of
the Court Order, the Scheme will become Effective.
Applications have been made for the suspension of trading in GCP
Shares on the London Stock Exchange's main market for listed
securities and the listing of GCP Shares on the premium listing
segment of the Official List and such suspensions are expected to
take effect from 7:30 a.m. on 20 December 2021. The last day of
dealings in, and for the registration and transfer of, the GCP
Shares will therefore be 17 December 2021. The de-listing of GCP
Shares from the premium listing segment of the Official List and
the cancellation of the admission to trading of GCP Shares on the
London Stock Exchange's main market for listed securities have also
been applied for and will, subject to the Scheme becoming
Effective, take effect by 8:00 a.m. on 22 December 2021.
A further announcement will be made when the Scheme has become
Effective.
There has been no change to the expected timetable of principal
events for the Acquisition as set out in the announcement made by
GCP in relation to the Acquisition on 6 December 2021 and which is
also set out below:
Event Time and/or date
Last day of dealings in, and for the registration 17 December 2021
of transfers of, GCP Shares
Scheme Record Time 6:00 pm on 17 December
2021
Disablement of CREST in respect of GCP 6:00 pm on 17 December
Shares 2021
Suspension of dealings in GCP Shares 7:30 am on 20 December
2021
Effective Date of the Scheme 20 December 2021
Admission of Shares to TISE 21 December 2021
De-listing of GCP Shares from the Official By 8:00 am on 22 December
List and Main Market for Listed Securities 2021
of the London Stock Exchange
Despatch of cheques, crediting of CREST Within 14 days of 20
accounts and processing electronic transfers December 2021
for cash consideration due under the Scheme
Long Stop Date 14 January 2022
Full details of the Acquisition are set out in the Scheme
Document.
All references to times in this announcement are to London time
(unless otherwise stated).
Enquiries:
GCP via Jefferies / Buchanan
David Hunter
Jefferies (Sole Financial Adviser
& Corporate Broker to GCP) +44 20 7029 8000
Philip Noblet
Tom Yeadon
Rishi Bhuchar
James Thomlinson
Buchanan / Quill (PR Adviser to GCP) +44 20 7466 5000
Helen Tarbet
Henry Wilson
Citi (Joint Financial Adviser to Bidco) +44 20 7986 4000
Federico Monguzzi
Andrew Miller-Jones
James Carton
Lazard (Joint Financial Adviser to
Bidco) +44 20 7187 2000
Patrick Long
William Lawes
Jolyon Coates
FTI Consulting (PR Adviser to Scape
Living) +44 20 3727 1000
Richard Sunderland
Dido Laurimore
Brunswick Group LLP (PR Adviser to
iQ) +44 20 7404 5959
Simon Sporborg
Kim Fletcher
Quintilla Wikeley
Important notice
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority ("
FCA") in the United Kingdom, is acting exclusively as financial
adviser to GCP and no one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than GCP for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to the matters set
out in this announcement. Neither Jefferies nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Jefferies in connection with this announcement, any statement
contained herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority ("PRA") and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively as
financial adviser to Bidco and no one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
clients of Citi nor for providing advice in relation to the subject
matter of this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Citi in connection with this
announcement, any statement contained herein or otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to Bidco and no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Bidco for providing the protections afforded
to clients of Lazard nor for providing advice in relation to the
subject matter of this announcement. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely pursuant to the
terms of the Scheme Document, which, together with the Forms of
Proxy, contains the full terms and conditions of the
Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Forward-looking statements
This announcement, oral statements made regarding the
Acquisition, and other information published by Bidco and GCP
(including information incorporated by reference) contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Bidco and GCP
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and GCP (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "intends", "cost-saving", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's,
GCP's, any member of the Bidco Group's or any member of GCP Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, GCP's, any member of the Bidco
Group's or any member of the GCP Group's business.
Although Bidco and GCP believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco and GCP
can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; the
anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco and GCP operate; weak,
volatile or illiquid capital and/or credit markets; changes in the
degree of competition in the geographic and business areas in which
Bidco and GCP operate; and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors.
Neither Bidco nor GCP, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential
investors are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
GCP Group, there may be additional changes to the GCP Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor GCP is under any obligation, and
Bidco and GCP expressly disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on GCP's website at
www.graviscapital.com/funds/gcp-student/potential-offer and Bidco's website at www.publication-of-documents.co.uk by no later than 12 noon on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by GCP Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from GCP may be provided to Bidco during the offer
period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS, the news service of the
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END
SOAGZMMZDKZGMZM
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December 15, 2021 09:05 ET (14:05 GMT)
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