TIDMUTG
RNS Number : 9967G
Unite Group PLC (The)
24 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
LEI: 213800BBUUWVDH9YI827
For immediate release
24 July 2023
THE UNITE GROUP PLC
(THE "COMPANY" OR "GROUP" OR "UNITE")
RETAIL OFFER
-- The Unite Group plc today announces a retail offer of new ordinary shares via PrimaryBid ;
-- The issue price for the new ordinary shares will be determined at the close of the Bookbuild;
-- The Retail Offer is available to both existing shareholders and new investors;
-- Investors can access the Retail Offer through PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
network of retail brokers, wealth managers and investment platforms
(subject to such partners' participation). Participating partners
include AJ Bell, Hargreaves Lansdown and interactive investor;
-- Subscriptions through PrimaryBid's partners can be made from
ISAs or SIPPs, as well as General Investment Accounts (GIAs). Some
partners may only accept applications from existing
shareholders;
-- The issue price for the new ordinary shares will be equal to
the Placing Price (as defined below);
-- There is a minimum subscription of GBP250 per investor in the Retail Offer; and
-- No commission will be charged by PrimaryBid on applications to the Retail Offer.
Retail Offer
The Unite Group plc (LON: UTG) is pleased to announce a retail
offer of new ordinary shares of 25 pence each in the capital of the
Company (the "Retail Offer Shares") via PrimaryBid (the "Retail
Offer").
The Company is also conducting a non-pre-emptive placing of new
ordinary shares of 25 pence each in the capital of the Company (the
"Placing Shares") by way of an accelerated bookbuild process (the
"Bookbuild"), as separately announced earlier today (the
"Placing"). The price at which the Placing Shares are to be placed
(the "Placing Price") will be determined at the close of the
Bookbuild.
In conjunction with the Placing and the Retail Offer, certain
directors of the Company intend to subscribe for new ordinary
shares of 25 pence each in the capital of the Company (the
"Subscription Shares"), at the Placing Price, pursuant to
subscription letters entered into with the Company (the
"Subscription", together with the Placing and the Retail Offer, the
"Capital Raise").
The issu e price for the Retail Offer Shares will be equal to
the Placing Price.
Applications will be made for the Retail Offer Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to be admitted to trading on the
main market for listed securities of London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 a.m.
(London time) on 27 July 2023.
The Retail Offer is conditional upon, inter alia, the placing
agreement entered into by the Company in connection with the
Placing not being terminated in accordance with its terms and
Admission.
The Company intends to use the net proceeds of the Capital Raise
to commit to two new purpose-built student accommodation
development schemes and accelerate asset management initiatives to
enhance future returns.
Reason for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
within existing authorities from the Company's shareholders for
non-pre-emptive offers so as to minimise cost and time to
completion, the Company values its retail investor base and is
therefore pleased to provide retail investors with the opportunity
to participate in the Company's equity fundraising alongside other
investors and in line with the Pre-Emption Group guidelines.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which provides
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing and the Subscription, is
in the best interests of shareholders, as well as wider
stakeholders in the Company.
Details of the Retail Offer
Existing shareholders and new investors can access the Retail
Offer through PrimaryBid's website and on PrimaryBid's app .
Investors may also be able to take part through PrimaryBid's
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Subscriptions through participating partners can be made from
ISAs or SIPPs, as well as GIAs. Investors wishing to subscribe for
Retail Offer Shares using their ISA. SIPP or GIA should contain
their investment platform, retail broker or wealth manager. Some
partners may only accept applications from existing
shareholders.
The Retail Offer will open to retail and other investors
resident and physically located in the United Kingdom following the
release of this Announcement. The Retail Offer is expected to close
at the same time as the Placing. The Retail Offer may close early
if it is oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at the Placing Price
does not exceed EUR8 million or equivalent. Accordingly, the
Company is not required to publish, and has not published, a
prospectus in connection with the Retail Offer as it falls within
the exemption set out in section 86(1)(e) and 86(4) of FSMA. The
Retail Offer is not being made into any jurisdiction where it would
be unlawful to do so. In particular, the Retail Offer is being made
only to persons who are, and at the time the Retail Offer Shares
are subscribed for, will be outside the United States and
subscribing for the Retail Offer Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
("Regulation S") under the U.S Securities Act of 1933, as amended
(the "Securities Act"). Persons who are resident or otherwise
located in the United States will not be eligible to register for
participation in the offer through PrimaryBid or subscribe for
Retail Offer Shares.
The new ordinary shares to be issued pursuant to the Retail
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new ordinary shares to be issued pursuant to the
Placing and the Subscription and with the Company's existing
ordinary shares.
Investors who apply for Retail Offer Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for Retail Offer Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid, the Retail Offer or for a
copy of the terms and conditions (including the procedure for
application and payment for Retail Offer Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com .
Investors wishing to apply for Retail Offer Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of the process,
their terms and conditions and any relevant fees or charges.
Brokers wishing to offer their customers access to the Retail
Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
It should be noted that a subscription for the Retail Offer
Shares and any investment in the Company carry a number of risks.
Investors should make their own investigations into the merits of
an investment in the Company. Nothing in this Announcement amounts
to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the Company's ordinary shares if
they are in any doubt.
The person responsible for making this Announcement on behalf of
the Company is Richard Smith, Chief Executive Officer.
Enquiries
The Unite Group
Richard Smith, Chief Executive Officer
Joe Lister, Chief Financial Officer
Michael Burt, Group Investment Director +44 (0) 117 302 7005
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury/James Deal
Powerscourt ( PR adviser)
Justin Griffiths
Victoria Heslop +44 (0) 20 7250 1446
Important Notices
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company.
No action has been taken by the Company or any other person that
would permit an offer of the Retail Offer Shares in any
jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating
to such Retail Offer Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons into whose possession this Announcement
comes are required by the Company to inform themselves about, and
to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
document is required (in accordance with Prospectus Regulation (EU)
2017/1129 (the "Prospectus Regulation") or the Prospectus
Regulation as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented (the "UK
Prospectus Regulation")) to be published. Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under 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 directly or indirectly in or into the United
States absent registration under the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The Retail Offer Shares are being offered and
sold by the Company only outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S. The
Retail Offer is not available to persons in the United States.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, cashflows, synergies, economic performance, indebtedness,
financial condition, dividend policy and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions, some of which are
outside of the Company's influence and/or control. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets, changes in
government and other regulation, including in relation to the
environment, travel, health and safety and taxation, labour
relations and work stoppages, changes in political and economic
stability and trends in the Company's principal industries. Due to
such uncertainties and risks, undue reliance should not be placed
on such forward-looking statements, which speak only as of the date
hereof. In light of these risks, uncertainties and assumptions, the
events described in the forward-looking statements in this
Announcement may not occur. No statement in this Announcement is
intended to be a profit estimate or profit forecast. The
forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules made by the Financial Conduct Authority (the "FCA") (the
"Listing Rules") under the Financial Services and Markets Act 2000
(as amended) ("FSMA"), the Market Abuse Regulation (EU) No.596/2014
("EU MAR") and EU MAR as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented
("UK MAR"), the Disclosure Guidance and Transparency Rules made by
the FCA under FSMA (the "DTRs"), the rules of the London Stock
Exchange plc (the "London Stock Exchange") or the FCA.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Retail Offer. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance
cannot be relied upon as a guide to future performance.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Any indication in this Announcement of the price at which
securities (including the Ordinary Shares) have been bought or sold
in the past cannot be relied upon as a guide to future performance.
No statement in this Announcement is intended as a profit forecast
or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
The Retail Offer Shares to be issued pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
This information is provided by RNS, the news service of the
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July 24, 2023 11:41 ET (15:41 GMT)
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