GCP Student Living Issue of equity and publication of prospectus

 
TIDMDIGS 
 
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, 
CANADA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE 
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 
 
This announcement is an advertisement and not a prospectus. This announcement 
does not constitute or form part of, and should not be construed as, any offer 
for sale or subscription of, or solicitation of any offer to buy or subscribe 
for, any Shares in GCP Student Living plc or securities in any other entity, in 
any jurisdiction, including the United States, 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, any contract or investment decision whatsoever, in any 
jurisdiction. This announcement does not constitute a recommendation regarding 
any securities. 
 
Any investment decision must be made exclusively on the basis of the Prospectus 
(defined below) which has been published today by the Company and any 
supplement thereto in connection with the admission of Shares of the Company to 
the Premium Listing segment of the Official List of the UK Listing Authority 
and to trading on the London Stock Exchange's main market for listed 
securities. 
 
Issue of equity and publication of prospectus 
 
2 February 2017 
 
GCP Student Living, the UK's first REIT focussed on student residential assets, 
has today published a prospectus (the "Prospectus") in relation to a placing 
programme (the "2017 Placing Programme") and initial issue (the "Initial Issue 
") of new ordinary shares. 
 
The Initial Issue, which opens with immediate effect, will be conducted by way 
of an Offer for Subscription and Initial Placing of new ordinary shares 
targeting gross proceeds in excess of GBP60 million. 
 
Initial Issue highlights: 
 
  * The issue price of the Initial Issue will be 140.0 pence per Share, which 
    represents a discount to the closing mid-price per ordinary share on 1 
    February 2017 of 143.0 pence. The Initial Issue will be NAV accretive for 
    existing shareholders. 
 
  * It is currently intended that the net proceeds of the Initial Issue be used 
    to acquire a private student residential accommodation asset in a prime 
    central London position and in respect of which the Company has entered 
    into an exclusivity arrangement (the "Target Asset"), as announced on 
    25 January 2017. 
 
  * The Company, through its Investment Manager, continues to see high quality 
    opportunities in the student residential accommodation market and is 
    currently reviewing and conducting due diligence on assets in the Company's 
    core markets totaling c.2,800 beds and in respect of which c.980 beds in 
    and around London are under future contractual arrangements. 
 
  * Shares acquired pursuant to the Offer for Subscription under the Initial 
    Issue should be eligible for inclusion in an ISA (and SIPP). 
 
Background to and benefits of the Initial Issue and Placing Programme 
 
The Company was admitted to trading on the London Stock Exchange (Specialist 
Fund Segment) on 20 May 2013 as the UK's first REIT focused on student 
residential assets. 
 
In order to broaden its investor base and meet the liquidity requirements of a 
wider audience of Shareholders and potential investors, the Company migrated 
its listing to the premium segment of the Official List and transferred to 
trading on the London Stock Exchange's main market for listed securities on 
16 September 2016. Following this migration, in December 2016, the Company 
joined the FTSE All-Share Index. 
 
As at 31 December 2016, the Group had a total asset value of c.GBP530 million 
including six standing assets, providing c.2,000 modern studios and beds, and 
one forward funded development asset which will provide a further c.580 beds on 
completion. 
 
The Company, through its Investment Manager, continues to see high quality 
opportunities in the student residential accommodation market, including in 
respect of the Target Asset, which it believes are strongly positioned to 
benefit from the core supply/demand imbalance characteristics which the Company 
seeks to identify in potential investments. 
 
To provide it with the operational flexibility to take advantage of such 
investment opportunities as and when they arise in a competitive market, the 
Company announced on 31 January 2017 that it had obtained shareholder authority 
to issue and allot up to 200 million Shares on a non-pre-emptive basis, by way 
of a series of placings and/or open offers and/or offers for subscription, at 
the discretion of the Directors.  The Initial Issue and any placings under the 
2017 Placing Programme are being conducted under the shareholder authorities 
described above. 
 
Benefits of the Initial Issue and the 2017 Placing Programme 
 
The Directors believe the Initial Issue and the 2017 Placing Programme will 
have the following benefits for Shareholders: 
 
  * the Company will be able to raise additional capital promptly, enabling it 
    to take advantage of investment opportunities as and when they arise; 
 
  * selective acquisitions of assets with attractive rental growth 
    characteristics will further diversify the Company's investment portfolio 
    and reduce portfolio concentration risk; 
 
  * an increase in the market capitalisation of the Company should make the 
    Company more attractive to a wider investor base; 
 
  * it is expected that the secondary market liquidity in the Shares will be 
    further enhanced as a result of a larger and more diversified shareholder 
    base.The Initial Issue and the 2017 Placing Programme will partially 
    satisfy market demand for Shares from time to time and may improve 
    liquidity in the market for Shares; and 
 
  * the Company's fixed running costs will be spread across a wider asset base, 
    thereby reducing its on-going charges ratio. 
 
Further details of the Initial Issue 
 
The Company is targeting raising gross proceeds in excess of GBP60 million 
through a non pre-emptive Offer for Subscription and Initial Placing pursuant 
to the Initial Issue. The Initial Issue Price is 140.0 pence per Share. 
 
The Company may accept applications from investors under the Initial Issue to 
raise gross proceeds equal to a maximum of GBP90 million. The maximum gross 
proceeds reflects the Directors current view on the potential opportunities 
available to the Company, including the Target Asset, and should help ensure 
that the Company remains conservatively leveraged. The Initial Issue is 
conditional on, inter alia, gross proceeds in excess of GBP42.5 million being 
raised. 
 
In the event that commitments under the Initial Issue exceed the maximum number 
of Shares available, applications under the Initial Issue will be scaled back. 
 
In such event the Shares will be allocated at the discretion of the Board, in 
consultation with its sponsor. 
 
The Initial Issue is being made pursuant to the terms and conditions set out in 
Part 3 and Part 10 (Initial Placing) and Part 11 (Offer for Subscription) of 
the Prospectus published today. 
 
Subject to the terms and conditions set out in the Prospectus, investors are 
invited to apply for Shares pursuant to the Initial Placing by contacting their 
usual contact at Stifel Nicolaus Europe Limited.  Applicants under the Offer 
for Subscription are instructed to refer to the Application Form appended to 
the Prospectus. 
 
The Initial Issue is expected to close on 21 February 2017, but may close 
earlier (or later) at the discretion of the Company, in consultation with 
Stifel Nicolaus Europe Limited. 
 
The Initial Issue is not being underwritten. 
 
Application will be made to the London Stock Exchange for the Shares issued 
pursuant to the Initial Issue to be admitted to the Premium Listing 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 dealings in the new Shares will commence at 8.00 a.m. 
(London time) on 24 February 2017. 
 
Shares issued pursuant to the Initial Issue will rank pari passu with the 
Shares then in issue (save for any dividends or other distributions declared, 
made or paid on the Shares by reference to a record date prior to the allotment 
and issue of the relevant Shares). For the avoidance of doubt, subscribers for 
new Shares pursuant to the Initial Issue will not be entitled to the dividend 
of 1.43 pence per ordinary share declared in respect of the quarterly period 
ended 31 December 2016, as announced on 31 January 2017. 
 
The Shares will be issued in registered form and may be held in uncertificated 
form. 
 
Shares allotted and issued pursuant to the Initial Issue may be issued in 
un-certificated form and settled through CREST from Admission or issued in 
certificated form. It is expected that share certificates for Shares issued in 
certificated form would be dispatched approximately one week after Admission. 
 
Further details of the Initial Issue and the 2017 Placing Programme are set out 
in the Prospectus. Capitalised terms used but not defined in this announcement 
will have the same meaning as set out in the Prospectus. 
 
This announcement contains inside information for the purposes of Article 7 of 
EU Regulation 596/2014. Upon the publication of this announcement, this inside 
information is now considered to be in the public domain. 
 
Expected 
timetable                                                                                     2017 
 
Initial Issue opens                                    2 February 
 
Latest time and date for receipt of completed         1:00 p.m. on 21 
Application Forms in respect of the Offer for         February 
Subscription 
 
Latest time and date for receipt of commitments under 3:00 p.m. on 21 
the Initial Placing                                   February 
 
Publication of results of Initial Issue announced and 22 February 

trade date 
 
Admission and dealings in new Shares commence         8.00 a.m. on 24 
                                                      February 
 
The dates and times specified above are subject to change. References to times 
are to London times. Any changes to the expected timetable will be notified by 
the Company through a Regulatory Information Service. 
 
Dealing codes 
 
Ticker                                                                               DIGS 
 
ISIN for the new ordinary shares                                                     GB00B8460Z43 
 
SEDOL for the new ordinary shares                                                    B8460Z4 
 
An electronic copy of the Prospectus is available at www.morningstar.co.uk/uk/ 
nsm and on the Company's website at www.gcpuk.com/gcp-student-living-plc. 
 
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 
 
Charles Ryland                   [e-mail]   [phone] 
 
Vicky Watkins                    [e-mail] 
 
 
About GCP Student Living plc 
 
The Company was the first student accommodation REIT in the UK, investing 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 Group has an estimated total asset value of c.GBP530 million including six 
standing assets, providing c.2,000 modern studios and beds, and one forward 
funded development asset which will provide a further c.580 beds on completion. 
 
The Investment Manager is currently reviewing and conducting due diligence on 
assets in the Company's core markets totalling c.2,800 beds and in respect of 
which c.980 beds in and around London are under future contractual arrangements 
The Company's standing assets are primarily occupied by international students 
and offer 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. 
 
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 Initial Issue and/or the 2017 
Placing Programme 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 Shares have not been registered and will not be registered in the United 
States under the U.S. Securities Act or under any other applicable securities 
laws and the Shares may not be offered, sold, exercised, resold, transferred or 
delivered, directly or indirectly, within the United States or to, or for the 
account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. 
Securities Act), except  pursuant to an exemption from, or in a transaction not 
subject to, the registration requirements of the U.S. Securities Act and in 
compliance with any applicable securities laws of any state or other 
jurisdiction in the United States. There will be no public offer of the Shares 
in the United States. The Shares are being offered or sold outside the United 
States to non U.S. Persons in offshore transactions in reliance on the 
exemption from the registration requirements of the U.S. Securities Act 
provided by Regulation S thereunder. 
 
 The 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 Shares or the accuracy or adequacy 
of this announcement.  Any representation to the contrary is a criminal offence 
in the US. 
 
The 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 Shares may be made solely on 
the basis of the information contained in the Prospectus. 
 
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

February 02, 2017 06:50 ET (11:50 GMT)