THIS ANNOUNCEMENT
(THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, 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 LEI: 213800BBUUWVDH9YI827
For immediate
release 24 July 2024
THE UNITE GROUP PLC
("Unite" or the
"Company")
RESULTS OF CAPITAL RAISE
Unite is pleased to announce the successful
completion of the Placing, Subscription and Retail Offer announced
yesterday (together the "Capital
Raise").
A total of 49,686,114 new ordinary shares in the
capital of the Company (the "Placing Shares") were placed with
institutional investors by J.P. Morgan Securities plc (which
conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("J.P. Morgan
Cazenove") and Numis Securities Limited (trading as Deutsche
Numis) ("Deutsche
Numis" and, together with
J.P. Morgan Cazenove, the "Banks"), raising gross proceeds of
approximately £447 million.
Placing Shares have been issued at a price of 900
pence per Placing Share (the "Placing Price"). The Placing Price
represents a discount of 2.6 per cent to the middle market closing
price on 23 July 2024 of 924 pence.
Concurrently with the Placing, certain directors of
the Company have subscribed for an aggregate of 13,886 new ordinary
shares in the capital of the Company (the "Subscription Shares") at the Placing
Price (the "Subscription"),
raising gross proceeds of approximately £125,000. In addition,
concurrently with the Placing, retail investors have subscribed in
the separate offer made by the Company via the PrimaryBid platform
for a total of 300,000 new ordinary shares (the "Retail Offer Shares") at the Placing
Price (the "Retail Offer")
raising gross proceeds of approximately £3 million.
Together, the Placing, Subscription and Retail Offer
in aggregate comprised 50,000,000 new ordinary shares, raising
gross proceeds of approximately £450 million for the Company. The
Placing Shares, the Subscription Shares and the Retail Offer Shares
(together, the "New Ordinary
Shares") being issued together represent approximately 11.4
per cent of the existing issued ordinary share capital of the
Company prior to the Capital Raise.
The Company consulted with a significant number of
its shareholders prior to the Placing and has respected the
principles of pre-emption through the allocation process insofar as
possible. The Company is pleased by the strong support it has
received from new investors and existing shareholders.
IMPORTANT NOTICES
No action has been taken by the
Company, the Banks or any of their respective Affiliates or any
person acting on its or their behalf that would permit an offer of
the Placing Shares, Retail Offer Shares or Subscription Shares in
any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares, Retail Offer Shares or
Subscription 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 and the Banks 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 UK
version of 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 Placing
Shares or the Subscription Shares is being made in any such
jurisdiction.
This Announcement is for information
purposes only and is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and are: (i) if in a member state of the
European Economic Area (the "EEA"), "qualified investors" within the
meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); or (ii) if in
the UK, "qualified investors" within the meaning of article 2(e) of
the UK Prospectus Regulation who are (a) persons who fall within
the definition of "investment professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (b) persons who fall within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (c) other persons to whom it
may otherwise be lawfully communicated (all such persons referred
to in (a), (b) and (c) together being referred to as "Relevant Persons"). Any investment or
investment activity to which this Announcement relates is available
only (i) in any member state of the EEA, to Qualified Investors;
and (ii) in the United Kingdom, to Relevant Persons, and will only
be engaged in with such persons. This Announcement must not be
acted on or relied on (i) in any member state of the EEA, by
persons who are not Qualified Investors; and (ii) in the United
Kingdom, by persons who are not Relevant Persons.
The securities referred to herein
have not been and will not be registered under the United States
Securities Act of 1933, as amended (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 Placing Shares are being
offered and sold by the Company (a) outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the Securities
Act) ("QIBs") in
transactions pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Retail Offer Shares and the Subscription 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.
A potential Placee and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be, (i) outside the
United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB and (b) subscribing for the Placing
Shares pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the Securities Act.
No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
No prospectus has been lodged with,
or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
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, its
directors, the Banks and their respective Affiliates and any person
acting on its or their behalf 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 the UK version of 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.
J.P. Morgan Cazenove is authorised by
the Prudential Regulatory Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA. Numis is authorised and regulated
in the United Kingdom by the FCA. Each of the Banks is acting
exclusively for the Company and no one else in connection with the
Placing, the content of this Announcement and other matters
described in this Announcement. Each of the Banks will not regard
any other person as their respective clients in relation to the
Placing, the content of this Announcement and any other matters
described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to
in this Announcement. The Banks are not acting for the Company with
respect to the Retail Offer or the Subscription and will have no
responsibilities, duties or liabilities, whether direct or
indirect, whether arising in tort, contract or otherwise in
connection with the Retail Offer or the Subscription or to any
person in connection with the Retail Offer or the
Subscription.
This Announcement has been issued by
and is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by either of the Banks or by any of their respective
Affiliates or any person acting on its or their behalf as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute
a recommendation concerning any investor's investment decision with
respect to the Placing. 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.
In connection with the Placing, each
of the Banks, any of their respective Affiliates and/or any person
acting on its or their behalf, may take up a portion of the Placing
Shares in the Placing in a principal position and in that capacity
may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may
offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Banks or any of
their respective Affiliates or any person acting on its or their
behalf acting in such capacity. In addition, either of the Banks,
their respective Affiliates and/or any person acting on its or
their behalf may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which either of the Banks or any of their
respective Affiliates or any person acting on its or their behalf
may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Furthermore, in the
event that the Banks acquire Placing Shares in the Placing, they
may co-ordinate disposals of such shares in accordance with
applicable law and regulation. Neither of the Banks, any of their
respective Affiliates nor any person acting on its or their behalf
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Banks, their respective
Affiliates and/or any person acting on its or their behalf may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business to the Company
and/or its Affiliates for which it would have received customary
fees and commissions. The Banks, their respective Affiliates and/or
any person acting on its or their behalf may provide such services
to the Company and/or its Affiliates in the future.
The Placing Shares to be issued or
sold pursuant to the Placing, the Retail Offer Shares to be issued
or sold pursuant to the Retail Offer and the Subscription Shares to
be issued under the Subscription 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.
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK Product Governance
Rules") and/or any equivalent requirements elsewhere to the
extent determined to be applicable, and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the UK Product Governance
Rules) may otherwise have with respect thereto, the Placing Shares
have been subject to a product approval process, which has
determined that such Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution
channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS 9A and COBS
10A, respectively; or (b) a recommendation to any investor or group
of investors to invest in, or purchase or take any other action
whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID
II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the
"MiFID II
Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase or take any other action whatsoever with respect to
the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.