GCP Student Living Proposed Placing

 
TIDMDIGS 
 
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE 
UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF 
THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN 
OF THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY MEMBER 
STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) 
 
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 any ordinary shares of GCP Student Living plc in any 
jurisdiction in which any such offer or solicitation would be unlawful. 
 
                            GCP Student Living plc 
 
         (The "Company", together with its subsidiaries, the "Group") 
 
                               Proposed Placing 
 
GCP Student Living plc, the UK's first REIT focused on student residential 
assets, today announces that it is seeking to raise gross proceeds of GBP23 
million through a non pre-emptive placing of new ordinary shares (the "Placing" 
and the "Placing Shares" respectively) in accordance with the terms and 
conditions of the Placing Programme set out in the prospectus issued on 29 
April 2016 (the "Prospectus"). 
 
The Placing price will be 140.0 pence per ordinary share, which represents a 
6.25 pence discount to the closing mid-price per ordinary share on 1 December 
2016 of 146.25 pence. The Placing will be NAV accretive for existing 
shareholders. 
 
Background to the Placing 
 
The Company was admitted to trading on the London Stock Exchange (Specialist 
Fund Segment) on 20 May 2013 with an investment remit to focus on owning, 
leasing and licensing student residential accommodation and teaching facilities 
to a diversified portfolio of direct let tenants and HEIs. 
 
In order to broaden its investor base and increase trading liquidity in the 
shares, the Company migrated its listing to the premium segment of the Main 
Market of the London Stock Exchange on 16 September 2016. Following this 
migration, the Company will join the FTSE All-Share Index, effective on Monday 
19 December 2016. 
 
As at 30 September 2016, the Group's property portfolio comprised six 
operational assets, representing approximately 2,000 modern studios and beds, 
with a combined valuation of GBP449.9 million. Additionally, the Group has 
successfully secured the opportunity to acquire two large scale, modern, 
purpose-built student residential accommodation assets in and around London. 
Once completed, Scape Wembley (formerly Apex House) and The Podium, Royal 
Holloway London will, in aggregate, provide a further c.750 modern studios and 
beds with communal facilities. The acquisition cost for both assets, in 
aggregate, is approximately GBP110 million. 
 
On 20 May 2016, the Company announced it had successfully raised GBP60 million of 
gross proceeds pursuant to an oversubscribed placing of ordinary shares 
effected through its Placing Programme. The acquisition of land and initial 
construction payments in respect of Scape Wembley have been funded from the net 
proceeds of that placing. 
 
The Company, through its Investment Manager, continues to see high quality 
opportunities in the student residential accommodation market which it believes 
are strongly positioned to benefit from the core supply/demand imbalance 
characteristics which the Company seeks to identify in potential investment. 
 
Meanwhile, whilst the long-term implications of the result of the UK referendum 
remain unknown, it is the Investment Manager's current expectation that 
'Brexit' will not have a material impact on the performance of its existing 
portfolio. The portfolio is focused on student accommodation assets in and 
around London, which has the largest student population of any city in the UK, 
and positions the Company to benefit from structural supply and demand 
imbalances. 
 
The Board of Directors and Investment Manager have sought to position the 
portfolio, and gearing levels, in a conservative manner to offer shareholders 
some protection against volatile markets. Notwithstanding the ongoing 
availability of debt at attractive pricing levels, the Board and the Investment 
Manager believe it is appropriate in current markets for the Company to remain 
conservative as regards borrowing levels and the positioning of its portfolio, 
thereby providing shareholders with a property portfolio with defensive income 
characteristics and with strong rental growth prospects, which should offer 
greater resilience to the market volatility following the 'Brexit' vote, 
particularly relative to the wider UK commercial property sector. 
 
Benefits of the Placing 
 
The Investment Manager continues to see many attractive opportunities in the 
student accommodation market and will continue to engage and consult with 
existing and prospective shareholders in connection with further increasing the 
asset base of the Company. 
 
The Board believes that the Placing will have the following benefits to 
shareholders and the Company: 
 
  * providing additional equity capital will enable the Company to continue to 
    take advantage of its current investment opportunities, including with the 
    forward-funding and purchase arrangements at Scape Wembley and The Podium, 
    Royal Holloway London; 
 
  * the Company is conservatively positioned with regard to its borrowing 
    levels (with a loan-to-value of approximately 27% as at 30 September 2016). 
    The Investment Manager continues to conduct due diligence on a number of 
    assets in locations which it believes will benefit from attractive and 
    sustainable rental growth underpinned by structural supply/demand 
    imbalances. The Placing will ensure that the Company remains conservatively 
    leveraged and in a strong financial position to pursue new opportunities, 
    as they arise, in the market; 
 
  * providing a larger equity base over which the fixed costs of the Company 
    may be spread, thereby reducing the Company's ongoing costs per ordinary 
    share; and 
 
  * further diversification of the shareholder register, potentially enhancing 
    liquidity in the ordinary shares. 
 
FTSE Index inclusion 
 
On 30 November 2016, the FTSE Group confirmed that the Company meets its 
requirements for inclusion in the FTSE All Share Index, effective from 19 
December 2016. This will result in investment in the Company by Index 
investors, further broadening its investor base. 
 
Terms of the Placing 
 
The Company is targeting gross proceeds of GBP23 million through a placing of 
16,428,572 Placing Shares. The Placing is being made pursuant to the terms and 
conditions of the Placing Programme and is expected to close at 1.00 p.m. 
(London time) on 15 December 2016, but may close earlier (or later) at the 
absolute discretion of the Company, in consultation with Stifel Nicolaus Europe 
Limited, which is acting in its role as Sole Bookrunner for the Company. 
 
The Placing Shares will, when issued, be credited as fully paid and rank pari 
passu with the existing ordinary shares, including for the Company's next 
quarterly dividend, which is currently expected to be declared in late January 
2017. 
 
In the event that the number of Placing Shares applied for under the Placing 
exceeds 16,428,572, it may be necessary to scale back applications under the 
Placing. In such event, Placing Shares will be allocated at the discretion of 
the Board. 
 
Under the terms of the Placing Programme, as approved by shareholders on 27 
April 2016, the Board has the discretion to issue up to a maximum of 20,914,768 
Placing Shares. 
 
The Placing is not being underwritten. 
 
Applications will be made to the FCA for admission of the Placing Shares to the 
premium segment of the Official List and to trading on the London Stock 
Exchange's Main Market for listed securities ("Admission"). It is expected 
that Admission will become effective and that unconditional dealings in the 
Placing Shares will commence at 8.00 a.m. (London time) on, or around, 20 
December 2016. 
 
The Placing Shares will be issued in registered form and may be held in 
uncertificated form. The Placing Shares allocated will be issued to Placees 
through the CREST system unless otherwise stated. The Placing Shares will be 
eligible for settlement through CREST with effect from Admission. 
 
For further information please contact: - 
 
Gravis Capital Partners LLP                                 [phone] 
 
Tom Ward                         [e-mail] 
 
Nick Barker                      [e-mail] 
 
Dion Di Miceli                   [e-mail] 
 
Stifel Nicolaus Europe Limited                              [phone] 
 
Neil Winward                     [e-mail] 
 
Mark Young                       [e-mail] 
 
Tom Yeadon                       [e-mail] 
 
Buchanan                                                    [phone] 
 
Charles Ryland                   [e-mail] 
 
Vicky Watkins                    [e-mail] 
 
Expected Timetable 
 
Latest time and date for receipt of Placing    1.00 p.m. on 15 December 2016 
commitments 
 
Announcement of the results of the Placing                  16 December 2016 
 
Admission of the Placing Shares to the           8.00 a.m. on, or around, 20 
Official List and to trading on the London                     December 2016 
Stock Exchange's Main Market for listed 
securities 
 
Crediting of CREST stock accounts                           20 December 2016 
 
Share certificates dispatched  (where            Week commencing 19 December 
appropriate)                                    2016 (or as soon as possible 
                                                                 thereafter) 
 
The Placing may close earlier (or later) than indicated above at the absolute 
discretion of the Company, in consultation with Stifel Nicolaus Europe Limited. 
In such event, the Company will notify investors by the publication of a notice 

through a Regulatory Information Service. 
 
Dealing codes 
 
Ticker                                                                 DIGS 
 
ISIN for the Placing Shares                                    GB00B8460Z43 
 
SEDOL for the Placing Shares                                        B8460Z4 
 
Capitalised terms used but not defined in this announcement will have the same 
meaning as set out in the Prospectus, as amended and supplemented. Copies of 
the Prospectus, the supplementary prospectus published on 16 September 2016 and 
any future supplementary prospectuses will be available at www.hemscott.com/ 
nsm.do and on the Company's website at www.gcpuk.com/gcp-student-living-plc. 
 
About GCP Student Living plc 
 
The Company was the first student accommodation REIT in the UK. The Company 
invests in modern, purpose-built, private student residential accommodation and 
teaching facilities. Its investments are located primarily in and around London 
where the Investment Manager believes the Company is likely to benefit from 
supply and demand imbalances for student residential accommodation. 
 
The Company currently owns and operates approximately 2,000 beds across six 
properties, which are fully occupied, and has secured a further c.750 beds 
which are currently expected to be operational for the 2017/18 academic year. 
Its operational assets are primarily occupied by international students and 
offer new high specification facilities and hotel-level concierge type services 
which the Investment Manager believes are attractive to overseas students. 
 
Important Information 
 
The content of this announcement has been prepared by, and is the sole 
responsibility of, GCP Student Living plc. 
 
This announcement contains inside information in relation to the Company. 
 
The information contained in this announcement is given at the date of its 
publication (unless otherwise marked) and is subject to updating, revision and 
amendment from time to time. Neither the content of the Company's website nor 
any website accessible by hyperlinks to the Company's website is incorporated 
in, or forms part of, this announcement.  The distribution of this announcement 
and any other documentation associated with the Placing into jurisdictions 
other than the United Kingdom may be restricted by law.  Persons into whose 
possession these documents come should inform themselves about and observe any 
such restrictions.  Any failure to comply with these restrictions may 
constitute a violation of the securities laws or regulations of any such 
jurisdiction. In particular, such documents should not be distributed, 
forwarded to or transmitted, directly or indirectly, in whole or in part, in, 
into or from the United States, Australia, Canada, Japan or the Republic of 
South Africa or any other jurisdiction where to do so may constitute a 
violation of the securities laws or regulations of any such jurisdiction. 
 
The Placing Shares have not been and will not be registered under the U.S. 
Securities Act of 1933, as amended (the "Securities Act") or the US Investment 
Company Act of 1940, as amended and may not be offered or sold directly or 
indirectly in or into the United States or to or for the account or benefit of 
any US Person (within the meaning of Regulation S under the Securities Act). 
 
There will be no public offer of the Placing Shares in the United States.  The 
Placing Shares are being offered and sold outside the US in reliance on 
Regulation S under the Securities Act.  The Placing Shares have not been 
approved or disapproved by the US Securities and Exchange Commission, any state 
securities commission in the US or any other US regulatory authority, nor have 
any of the foregoing authorities passed upon or endorsed the merits of the 
offering of the Placing Shares or the accuracy or adequacy of this 
announcement.  Any representation to the contrary is a criminal offence in the 
US. 
 
The Placing Shares have not been registered under the applicable securities 
laws of Australia, Canada, Japan or South Africa and, subject to certain 
exceptions, may not be offered or sold within Australia, Canada, Japan or South 
Africa or to any national, resident or citizen of Australia, Canada, Japan or 
South Africa. 
 
This announcement does not constitute a prospectus relating to the Company and 
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 shares in 
the Company in any jurisdiction 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 therefor. Recipients of this 
announcement are reminded that applications for Placing Shares will be made 
solely on the basis of the information contained in the Prospectus (including 
any supplementary prospectus published in connection therewith). 
 
 Stifel Nicolaus Europe Limited, which is authorised and regulated by the 
Financial Conduct Authority, is acting only for the Company in connection with 
the matters described in this announcement and is not acting for or advising 
any other person, or treating any other person as its client, in relation 
thereto and will not be responsible for providing the regulatory protection 
afforded to clients of Stifel Nicolaus Europe Limited or advice to any other 
person in relation to the matters contained herein. 
 
None of the Company, Gravis Capital Partners LLP or Stifel Nicolaus Europe 
Limited, or any of their respective affiliates, accepts any responsibility or 
liability whatsoever for or makes any representation or warranty, express or 
implied, as to this announcement, including the truth, accuracy or completeness 
of the information in this announcement (or whether any information has been 
omitted from the announcement) or for any loss howsoever arising from any use 
of the announcement or its contents. The Company, Gravis Capital Partners LLP 
and Stifel Nicolaus Europe Limited, and their respective affiliates, 
accordingly disclaim all and any liability whether arising in tort, contract or 
otherwise which they might otherwise have in respect of this announcement or 
its contents or otherwise arising in connection therewith. 
 
 
 
END 
 

(END) Dow Jones Newswires

December 02, 2016 07:09 ET (12:09 GMT)