On 14 August 2025, the boards of directors of Unite Group Plc (LON:UTG) and Empiric Student Property plc (LON:ESP) has announced that they had reached agreement on the terms of a recommended cash and share offer pursuant to which Unite will acquire the entire issued and to be issued ordinary share capital of Empiric. The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below).
Publication of the Scheme Document
The board of Empiric announces that it is today publishing and sending to Empiric Shareholders a circular in relation to the Acquisition setting out, amongst other things, the full terms and conditions of the Scheme, a letter from the Chair of Empiric, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Empiric Shareholders, together with Forms of Proxy for the Court Meeting and the General Meeting.
Copies of this Announcement and the Scheme Document will be made available on the Company’s website at www.empiric.co.uk/investors/unite-offer/ and on Unite’s website at www.unitegroup.com/investors/possible-offer-for-empiric-student-property-plc during the period from the date on which the Scheme Document is published up to and including the Effective Date (or the date on which the Scheme lapses). The contents of Empiric’s and Unite’s websites are not incorporated into, and do not form part of, this Announcement.
A copy of the Scheme Document (together with copies of any related documents which are required to be so filed) will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the Court Meeting and General Meeting and Actions Required
As further detailed in the Scheme Document, to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the Resolution must be passed by the requisite majority at the General Meeting.
Notices convening the Court Meeting and General Meeting for 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 6 October 2025, to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU are set out in the Scheme Document. Personalised Forms of Proxy for use at such meetings are enclosed with the Scheme Document.
IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST OR APPOINT A PROXY ELECTRONICALLY ONLINE AT WWW.INVESTORCENTRE.CO.UK/EPROXY OR THROUGH CREST AS SOON AS POSSIBLE, BUT IN ANY EVENT SO AS TO BE RECEIVED BY COMPUTERSHARE NOT LATER THAN 10.00 A.M. ON 2 OCTOBER 2025 IN THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON 2 OCTOBER 2025 IN THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING (EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING DAY).
Recommendation
The Empiric Directors, who have been so advised by Peel Hunt and Jefferies as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Empiric Directors, Peel Hunt and Jefferies have each taken into account the commercial assessments of the Empiric Directors. Peel Hunt and Jefferies are providing independent financial advice to the Empiric Directors for the purpose of Rule 3 of the Takeover Code.
Accordingly, the Empiric Directors recommend unanimously that Empiric Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) as the Empiric Directors who hold Empiric Shares have irrevocably undertaken to do in respect of their, and their connected persons’, beneficial holdings of, in aggregate, 384,091 Empiric Shares representing, in aggregate, approximately 0.06 per cent. of the issued ordinary share capital of Empiric as at the Latest Practicable Date.
Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Timetable
The following indicative timetable sets out the key milestone dates towards implementation of the proposals.
All references in this Announcement to times are to London times.
| Event | Time and/or Date |
| Date of publication of the Scheme Document | 9 September 2025 |
| Latest time for lodging Forms of Proxy or submitting proxy instructions online at www.investorcentre.co.uk/eproxy or through CREST for the: | |
| Court Meeting (blue form) | 10.00 a.m. on 2 October 20252 |
| General Meeting (white form) | 10.15 a.m. on 2 October 20253 |
| Scheme Voting Record Time and voting record time for the General Meeting | 6.00 p.m. on 2 October 20254 |
| Court Meeting | 10.00 a.m. on 6 October 20255 |
| General Meeting | 10.15 a.m. on 6 October 20255 |
| The following dates and times associated with the Scheme are indicative only and subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Empiric Student Property will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Empiric’s website at www.empiric.co.uk. See also note (1). | |
| Court hearing to sanction the Scheme | a date expected to be in the first half of 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date (“D“) |
| Last day for dealings in, and for registration of transfers of, Empiric Shares | D+1*6 |
| Scheme Record Time | 6.00 p.m. on D+1* |
| Suspension of listing of Empiric Shares on the Official List, and from trading on the Main Market | by 7.30 a.m. on D+2* |
| Effective Date | D+2*7 |
| New Unite Shares issued to Empiric Shareholders | 8.00 a.m. on D+3* |
| Admission and commencement of dealings in New Unite Shares | 8.00 a.m. on D+3* |
| Cancellation of listing of, and trading in, Empiric Shares | by 8.00 a.m. on D+3* |
| CREST accounts of Empiric Shareholders credited with New Unite Shares | on or as soon as possible after 8:00 a.m. on D+3* but not later than 14 days after the Effective Date |
| Fractional entitlements to New Unite Shares aggregated and sold in the market | as soon as reasonably practicable after the Effective Date |
| CREST accounts of Empiric Shareholders credited with New Unite Shares and any cash consideration due (in respect of Scheme Shares held in uncertificated form) | within 14 days after the Effective Date |
| Dispatch of cheques in respect of cash consideration and share certificates in respect of New Unite Shares (in respect of Scheme Shares held in certificated form) | within 14 days after the Effective Date |
| Net cash proceeds from sale of fractional entitlements to New Unite Shares distributed to relevant Scheme Shareholders (subject to £5.00 de minimis threshold) | within 14 days after the Effective Date |
| Long-stop Date | 11.59 p.m. on 30 June 20268 |
| All references to time throughout this Announcement are to London time | |
Notes:
(1) These times and dates are indicative only and will depend, inter alia, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Empiric Shareholders by announcement through a Regulatory Information Service and on the LSE website: www.londonstockexchange.com and, if required by the Panel, posting notice(s) of the change(s) to Empiric Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Court Sanction Hearing.
Participants in the Empiric Share Plans will be contacted separately and provided with details of the effect of the Scheme on their rights under the Empiric Share Plans, including details of any dates and times relevant to them.
(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 2 October 2025 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for the adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day in the UK). Blue Forms of Proxy not so lodged can be handed to the Chair of the Court Meeting (or Computershare on the Chair’s behalf) at the start of the Court Meeting or any adjournment thereof.
(3) In order to be valid, white Forms of Proxy for the General Meeting must be received by Computershare by 10.15 a.m. on 2 October 2025 or, if the General Meeting is adjourned, 48 hours prior to the time appointed for the adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day in the UK). If the white Form of Proxy is not lodged by the relevant time, it will be invalid.
(4) If either the Court Meeting or the General Meeting is adjourned, the record time of the adjourned meeting(s) will be 6.00 p.m. on the second Business Day before the day fixed for the adjourned meeting.
(5) The General Meeting will commence at 10.15 a.m. on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.
(6) Empiric Shares will be disabled in CREST from 5.00 p.m. on such date.
(7) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and after the suspension of trading in Empiric Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
(8) This is the latest date by which the Scheme may become Effective. The Long Stop Date may be extended to such later date as may be agreed in writing by Unite and Empiric (with the Panel’s consent and Court approval (if such approval(s) are required)).
*All dates by reference to “D+1”, “D+2” and “D+3” will be to the date falling the number of indicated Business Days immediately after the actual date, which is “D”, as indicated above.
The Court Meeting and the General Meeting will both be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU.
Empiric Shareholder Helpline
If you are an Empiric Shareholder and have any queries about this Announcement, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy, please contact the Registrar, Computershare Investor Services PLC by writing to them at The Pavilions, Bridgewater Road, Bristol BS99 6ZZ, or by calling them on +44 (0) 370 707 1384. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
Interim Results
On 14 August 2025, Empiric published its interim results for the six-month period to 30 June 2025. Empiric’s EPRA EPS for the six-month period to 30 June 2025 was 2.2 pence per share, a decrease of 4.3 per cent. on 30 June 2024. The decline follows an anticipated weakening in operating margin this period, alongside the temporary effect of Empiric’s equity raise in late 2024. Empiric’s minimum dividend target for the year to 31 December 2025 of 3.7 pence per share has been reconfirmed.
Empiric’s property portfolio was valued at approximately £1.2 billion as at 30 June 2025, a like-for-like increase of 0.8 per cent. on 31 December 2024. Empiric’s EPRA NTA as at 30 June 2025 was 120.2 pence per share, up 0.5 per cent. from 31 December 2024.
2025/26 lettings performance
Occupancy for the academic year 2025/26, as at 7 September 2025, was 84 per cent., an increase of 7 percentage points since the 77 per cent. occupancy reported in Empiric’s interim results on 14 August 2025.
With student application data remaining strong, the Empiric Group’s sales pattern continuing to be ahead of the wider market and a reservation period that typically extends through the autumn until the start of the January term, Empiric continues to target an occupancy rate of 97 per cent. for the academic year.
In addition, like for like rental growth continues to track around 4 per cent. for the academic year 2025/26.
