GCP Student Living Publication of circular

 
TIDMDIGS 
 
GCP STUDENT LIVING PLC 
 
(the "Company") 
 
Publication of Circular and Notice of General Meeting 
 
Further to the announcement by the Company on 16 December 2016 the Company has 
today published a circular and notice of general meeting (the "Circular") in 
order to approve certain resolutions in relation to a proposed share issuance 
programme (the "2017 Share Issuance Programme"). The resolutions will give the 
Directors the authority to allot up to 200 million shares for cash on a 
non-pre-emptive basis over the course of the 2017 Share Issuance Programme (the 
"Resolutions"). Issues of Shares under the 2017 Share Issuance Programme may 
take the form of a series of placings and/or open offers and/or offers for 
subscription, as appropriate. 
 
Background to the Proposals 
 
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 investments. 
As set out in the announcement of 2 December 2016, the Company has secured the 
opportunity to acquire two large scale, modern, purpose-built student 
residential accommodation assets in and around London (referred to as Scape 
Wembley and Podium, Royal Holloway London) which, once completed will provide a 
further c.750 modern studios and beds. 
 
Further, the Investment Manager is currently reviewing and conducting due 
diligence on assets in the Company's core markets, totalling c. 2,000 studios 
and beds, of which terms in respect of properties representing c.450 studios 
and beds are under negotiation with the relevant vendor. In addition, the 
Company's right of first offer arrangements with Scape Student Living are 
anticipated to provide further attractive pipeline assets in the future. 
 
To provide the Company with the operational flexibility to take advantage of 
such investment opportunities as and when they arise in a competitive market, 
the Company is seeking Shareholder approvals which will enable it to implement 
the 2017 Share Issuance Programme. 
 
The minimum price at which shares will be issued pursuant to the 2017 Share 
Issuance Programme will be equal to the prevailing published net asset value 
per share at the time of allotment together with a premium intended to cover 
the costs and expenses of the relevant issue of shares (including, without 
limitation, any commissions), ensuring there will be no dilution to the 
Company's prevailing net asset value from the issuance of those shares. 
 
Subject to shareholders voting in favour of the Resolutions to be proposed at 
the general meeting, the Company will publish one or more prospectuses in 
connection with the 2017 Share Issuance Programme, and currently intends to 
publish a prospectus shortly after the general meeting. 
 
Benefits of the Proposals 
 
The Directors believe that the Proposals will have the following benefits for 
Shareholders: 
 
  * the Company will be able to raise additional capital promptly, enabling it 
    to take advantage of current and future investment opportunities; 
 
  * 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 2017 Share Issuance 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 shareholder 
    base, thereby reducing its on-going charges ratio. 
 
Notice of General Meeting 
 
Notice is also hereby given that a general meeting will be held at the offices 
of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU on Tuesday, 31 
January 2017 at 12 noon in order to approve the Resolutions. 
 
A copy of the Circular will be submitted to the National Storage Mechanism and 
will shortly be available for inspection at www.morningstar.co.uk/uk/NSM and on 
the Company's website at www.gcpuk.com/gcp-student-living-plc. 
 
Copies of the notice of general meeting will be posted to shareholders and will 
also be available from the Company's registered office at 51 New North Road, 
Exeter EX4 4EP. 
 
Expected timetable for the General Meeting 
 
Latest time and date for receipt of forms of proxy:         12 noon on 27 
January 2017 
 
Time and date of General Meeting:                                12 noon on 31 
January 2017 
 
FOR FURTHER INFORMATION, PLEASE CONTACT: 
 
Gravis Capital Partners LLP 
 
Tom Ward             [e-mail]               [phone] 
 
Nick Barker          [e-mail]            [phone] 
 
Dion Di Miceli       [e-mail]          [phone] 
 
 
Stifel Nicolaus Europe Limited 
 
Neil Winward         [e-mail]          [phone] 
 
Mark Young           [e-mail]            [phone] 
 
Tom Yeadon           [e-mail]            [phone] 
 
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 successfully secured the 
opportunity to acquire two assets in and around London, providing a further 
c.750 beds which are currently expected to be operational for the 2017/18 
academic year. Its 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 into jurisdictions other 
than the United Kingdom may be restricted by law. Any failure to comply with 
these restrictions may constitute a violation of the securities laws or 
regulations of any such jurisdiction. In particular, this announcement 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. 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

January 06, 2017 02:00 ET (07:00 GMT)