NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF
AMERICA OR TO US PERSONS.
This announcement is an advertisement and does not constitute a prospectus or
offering memorandum or an offer in respect of any securities. Neither the issue
of this announcement nor any part of its contents constitutes an offer to sell
or invitation to purchase any securities of the Company. Investors should not
subscribe for or purchase any transferable securities referred to in this
announcement except on the basis of information in the Prospectus published by
the Company today in connection with the proposed admission of the C Shares to
trading on the London Stock Exchange (Specialist Fund Market).
GCP Student Living plc
Publication of Prospectus
GCP Student Living plc (the "Company"), which was the first listed real-estate
investment trust ("REIT") in the UK student accommodation sector, announces
that, further to the Company's update on 27 April 2015 in relation to an open
offer, placing and offer for subscription (the "Issue") of convertible
preference shares ("C Shares") targeting gross proceeds of approximately £95
million (with maximum gross proceeds of approximately £130 million), the
Company has today published a prospectus with details of the Issue.
54,955,214 C Shares will be offered to shareholders on the Company's register
as at 5.00 p.m. on 28 May 2015 (the "Record Date") through a pre-emptive open
offer on the basis of one C Share for every two ordinary shares held by
shareholders as at that date. Shareholders may subscribe for C Shares in excess
of their basic entitlement through an excess application facility. The balance
of the C Shares, together with any C Shares not taken up under the open offer
will be made available, at the discretion of the Directors, under the excess
application facility or placing and offer for subscription.
It is envisaged that the Issue will proceed on the basis of the timetable set
out below.
2015
Record date for the Open Offer 28 May
Prospectus publication and Open Offer
and Offer for Subscription commence 29 May
Open Offer closes 23 June
Placing and Offer for Subscription close 24 June
Dealings in C Shares commence 30 June
The above dates are indicative at this stage and may be subject to change.
The Prospectus has been approved by the UK Listing Authority.
The Prospectus has been submitted to the National Storage Mechanism and will
shortly be available from the website www.morningstar.co.uk/uk/nsm and on the
Company's website ( www.gcpuk.com/gcp-student-living-plc/investor-relations/
publications/all).
Copies of the Prospectus will also be available from Beaufort House, 51 New
North Road, Exeter EX4 4EP during normal business hours.
For further information please contact:
Gravis Capital Partners LLP
Tom Ward tom.ward@gcpuk.com 020 7518 1496
Cenkos Securities plc
Tom Scrivens tscrivens@cenkos.com 020 7397 1915
Dion Di Miceli ddimiceli@cenkos.com 020 7397 1921
Buchanan
Charles Ryland charlesr@buchanan.uk.com 020 7466 5000
Sophie McNulty sophiem@buchanan.uk.com
The distribution of this announcement and the Issue in certain jurisdictions
may be restricted by law. No action has been taken by the Company or Cenkos
that would permit an offering of the C Shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Cenkos to inform themselves about, and to observe, such
restrictions.
The C Shares are being offered and issued outside the United States in reliance
on Regulation S promulgated under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"). The C Shares have not been nor will be registered
under the U.S. Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be offered or
sold within the United States. In addition, the Company has not registered and
will not register under the U.S. Investment Company Act of 1940, as amended.
The C Shares have not been approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering or the issue of the C Shares
or the accuracy or adequacy of the Prospectus. Any representation to the
contrary is a criminal offence in the United States and the re-offer or resale
of any of the C Shares in the United States may constitute a violation of U.S.
law.
Recipients of this announcement are reminded that applications for C Shares may
be made solely on the basis of the information and opinions contained in the
Prospectus.
No representation or warranty, express or implied, is made or given by or on
behalf of the Company, Cenkos or the Investment Manager or any of their
respective directors, partners, officers, employees, agents or advisers or any
other person (whether or not referred to in this announcement) as to the
accuracy, completeness or fairness of the information contained herein and no
responsibility or liability is accepted by any of them for any such information
or opinions.
No offer or invitation to subscribe for or acquire shares in the Company is
being made by or in connection with this announcement.
Cenkos, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as financial adviser and placing agent
to the Company in relation to the Issue and Admission and will not be
responsible to any other person for providing the protections afforded to
clients of Cenkos or for advising any other person on the contents of this
announcement or any matter, transaction or arrangement referred to herein.
FCA-authorised firms conducting designated investment business with retail
customers under COB Rules are reminded that securities admitted to trading on
the Specialist Fund Market will be securities that may have characteristics
such as: (i) variable levels of secondary market liquidity; (ii) sophisticated
corporate structures; (iii) highly leveraged structures; and (iv) sophisticated
investment propositions with concentrated risks and are therefore intended for
institutional, professional and highly knowledgeable investors. The Company and
its advisers not subject to the COB Rules are responsible for compliance with
equivalent conduct of business or point of sale rules in the jurisdiction in
which they are based or in which they are marketing the securities concerned
(if applicable). Terms used in this announcement shall have the same meanings
given to them in the Prospectus unless the context otherwise requires.