- Empiric Student Property

Transcription

Premium Student Accommodation in the UK
Empiric Student Property plc
Annual Results Presentation
Agenda and Presentation Team
Paul Hadaway, RIBA – CEO
Section
Page
 Property developer since 1997
 Responsible for management, operations and communications
Highlights
3
Financial Results
14
Appendix
18
 Jointly responsible for the acquisition, development and
investment management activities
 Architect by training; has acted for clients such as BAA,
Westfield, Compass Group and Debenhams
Tim Attlee, MRICS – CIO
 Focus on student residential sector since 2009
 Jointly responsible for the acquisition, development and
investment management activities
 Held senior roles at Knight Frank
 Qualified as a chartered surveyor in 1987
Michael Enright, FCA – CFO
 Previously finance director for two listed companies
 Focus on real estate since 1999, including investment in and
advising London Cornwall Property Partners Limited (“LCPP”)
since its inception
 Originally qualified as a chartered accountant with Arthur
Andersen in 1978
Empiric Student Property
2
HIGHLIGHTS
“We have had a successful first year and I am extremely encouraged about
the development of Empiric. There are undoubtedly enormous
opportunities in the student accommodation market and the potential for
Empiric within its niche.”
– Brenda Dean, Chairman
Financial Highlights
Portfolio Valuation(2) (£mm)
Financing
 Gross equity proceeds raised of over £235 million and agreed debt financing with a
diversified group of lenders of approximately £115 million(1)
Portfolio Value
 Total property portfolio valuation of £271.9 million as at 30 June 2015(2)
−
Valuation uplift attributable to the standing assets of £13.4 million (+6.5%) over
aggregate acquisition cost, with assets owned for an average of 146 days
Rent
 Gross annualised rent on operating properties of £18.4 million as at 30 June 2015 with
fully let portfolio
NAV
 Audited NAV of 103.2 pence per share as at 30 June 2015(3), a 5.2% increase from an
opening NAV of 98.1 pence as at 30 June 2014 and net of all property acquisition costs
Dividends
40 assets
17 assets
271.9
110.2
H2 '14
H1 '15
Gross Annualised Rent (£mm)
18.4
8.4
H2 '14
H1 '15
 Dividends of 4 pence paid for first financial year ended 30 June 2015. 6 pence dividend
target for financial year commencing 1 July 2015
NAV per share (p)
Total Return
 Total shareholder return for the period of 11.5%(4)
Market Cap and Indices
 Current market capitalisation of £332.7 million and average daily trading volume of £0.71
million(5). Included in the FTSE All Share Index from 22 June 2015. EPRA Index inclusion
expected in March 2016
103.2
98.1
30 June 14
(1)
(2)
(3)
(4)
(5)
Including the Group’s share of the debt relating to joint venture developments
Includes £20.6 million of assets which were subject to conditional completion as of 30 June 2015
For the purposes of calculating the audited NAV, the Company’s property portfolio has been independently valued by CBRE as at 30 June 2015
Based on closing share price of 108.5p as of 30 June 2015 and dividends paid for the period to 30 June 2015 as a percentage of the IPO issue price of 100 pence
Average daily trading volume from 27 July 2015 (completion of last equity raise) to 11 September 2015
H1 '15
Picturehouse apartments, cinema
4
Operational Highlights
Market
 The fundamentals of the student accommodation market remain very favourable
Number of Beds
35.0% of target
in 1 year
Portfolio
 As at 30 June 2015, the property portfolio comprised an aggregate of 3,503 beds in
operation or under development across 40 assets in 20 university cities and towns, 29
of which were standing assets and 11 were forward funded or development assets(1)
Yields
 The average purchase net initial yield of the operating properties was 6.6% against a
valuation yield of 6.1% as at 30 June 2015
10,000
3,503
1,499
H2 '14
Rent
 The average rent review increase for the 15/16 academic year is 3.25%(2)
Operations Director appointed in February 2015
−
New centralised marketing and accounting platform, run nationally and
connecting entire portfolio of operating properties, aims to streamline billing and
cash collection and present a consistent brand when marketing
−
(1)
(2)
Plan to develop relationships with local property managers through the
appointment of a team of dedicated regional managers
Includes 3 assets which were subject to conditional completion as of 30 June 2015
Represents the aggregate increase in gross rent on assets controlled by ESP in November 2014
5yr Target
Number of Cities
Empiric Operations
 Development of our internal operational capability continues with momentum
−
H1 '15
57.1% of target
in 1 year
35
20
12
H2 '14
H1 '15
5yr Target
5
Post Balance Sheet Highlights
Financing and deployment
 The Company raised a further £75 million in July 2015 through an
issue of equity pursuant to its Share Issuance Programme
400
 Substantially all of the net proceeds this fundraising have been
350
committed in a further operating asset, nine forward
funded/committed assets and one asset to be developed in
conjunction with Revcap, representing a further 1,305 beds in
aggregate
300
Portfolio
 The property portfolio now comprises an aggregate of 4,820 beds
either operating or under development across 51 assets in 25
university cities and towns
150
−
36 standing assets (of which six convert from developments to
income producing assets during September 2015) and 15
forward funded or development assets
Funds Invested (£mm)
450
250
200
100
50
Jun-14
Aug-14
Oct-14
Total funds invested
 2,953 operational beds, a further 970 contracted to be operational
from September 2016 and a further 897 contracted to be operational
from September 2017
Valuation
 Total property portfolio valuation of £365.4 million as at 14
September 2015 (including post balance sheet acquisitions at cost)
Dec-14
Feb-15
Apr-15
Jun-15
Aug-15
Total funds raised (equity and debt)
Portfolio post period end (£mm)
Assets at 30 June 2015
New Standing Assets
New Forward Commitment Assets
New Forward Funded Assets
365.4
2.0
39.1
New Development Assets
32.7
Rent
 Annualised rent roll as at 14 September 2015 is £23.3 million
19.8
271.9
271.9
H1 '15
Sep '15
6
Key Differentiators
 Our target market is what makes Empiric different:
−
−
Focused on students from outside the UK and/or beyond their first year of study, at key universities
Investing in mid-sized buildings in city centre clusters
435,000
international students in
the UK in 2013/14
540,000
84%
of student population is
outside London
91%
postgraduate students in
the UK in 2013/14
of students beyond first year undergraduate
level have no access to purpose-built
accommodation
Student Population with Access to Purpose-built Accommodation(1)
100%
90%
Cities with Empiric presence
80%
70%
60%
50%
40%
Average proportion of first year students
30%
20%
10%
Source: ESP, Savills, HESA for 2013/14 academic year
List of key cities reflects focus of attention but does not preclude investments in other locations
(1)
Reflects the 35 top tier university towns and cities targeted by the Company
Stoke
Hatfield
Portsmouth
Kingston on
Thames
Brighton
Cardiff
Huddersfield
Chichester
London
Bournemouth
Canterbury
Aberdeen
Southampton
Edinburgh
Bristol
Stirling
Birmingham
Coventry
Glasgow
Bath
York
Newcastle
Leeds
Leicester
St Andrews
Sheffield
Exeter
Nottingham
Durham
Liverpool
Manchester
Cambridge
Falmouth
Oxford
Lancaster
0%
7
Our Customers
Customers by Year of Study as at 30 June 2015
Customers by Nationality as at 30 June 2015
2% =
1st Year
21%
UK
31%
UK based first year students aged
under 20 customers, minimising
overlap with other national student
accommodation companies
4th Year and
Postgraduate
43%
2nd Year
26%
International
69%
3rd Year
10%
Bed Count by City as at 30 June 2015 (Total: 3,503)
400
350
382
300
250
281
277
200
183
100
205
207
193
196
164
109
50
219
174
163
120
116
86
79
82
Manchester
179
London
150
88
Stoke-on-Trent
(University of
Keele)
Southampton
Nottingham
Newcastle
Liverpool
Leicester
Leeds
Lancaster
Huddersfield
Hatfield
(University of
Hertfordshire)
Glasgow
Exeter
Edinburgh
Durham
Cardiff
Bristol
Birmingham
Aberdeen
0
8
Asset Overview as at 14 September 2015
Location
Beds
Value /
Cost (£m)
Location
Beds
Value /
Cost (£m)
1
Bristol (College Green)
84
10.9
27
Durham (St Margaret’s)
109
5.4
2
Exeter (Picturehouse)
102
12.6
28
Huddersfield (Oldgate)
179
2.3(1)
3
Cardiff (Summit)
87
10.4
29
Lancaster (CityBlock 1)
30
2.1
4
Edinburgh (Buccleuch)
86
6.3(1)
30
77
5.6
5
Southampton (Brunswick)(2)
173
8.1(1)
31
100
7.9
6
Birmingham (Brook)
106
12.8
32
Leicester (CityBlock 1)
98
6.2
7
Glasgow (Willowbank)
178
3.4(1)
33
76
5.0
8
Birmingham (Edge)
77
10.3
34
Liverpool (Art School Lofts)
64
8.4
9
Aberdeen (Centro)
56
7.1
35
Liverpool (Maple House)
147
12.9
10
Southampton (London Rd)
46
4.2
36
Liverpool (Chatham Lodge)
50
3.9
11
Nottingham (Talbot Studios)
98
8.8
37
Liverpool (Hayward House)
74
5.4
12
Cardiff (Alwyn)
51
3.8
38
Liverpool (The Octagon)
19
2.0
13
Cardiff (Northgate)
67
5.9
39
Liverpool (Grove Street Studios)
28
2.7
40
Stoke-on-Trent (Caledonia Mill)
120
6.3
14
(2)
Huddersfield (Kingsmill Studio)
98
(1)
5.1
Hatfield (Curzon Point)
116
9.8
41
Falmouth (Maritime House)
132
8.1
16
Exeter (Dean Clarke Lofts)
30
4.7
42
Glasgow (Bath Street)
70
7.2
20
Leeds (Algernon Firth)
111
7.5
43
London (Halsmere)
79
15.6
(3)
Portsmouth (The Registry)
41
4.5
44
Bath (James Street West)
78
7.7
(1)
Nottingham (Talbot Street)
77
1.1
45
Bath (James House)
169
25.0
Glasgow (Ballet School)
103
13.0
46
Sheffield (Portobello House)
134
10.7
21
Aberdeen (St Peters)
123
5.2(1)
47
Exeter (Bonhay Road)
139
2.5
22
Leeds (St Marks)
85
7.3
48
Newcastle (Metrovick House)
63
7.4
(1)
50
7
42 20
48
26
30
31 29 30
Assets as at
June 2015
3439
3 12
13
Nottingham (The Frontage)
162
18.5
24
Manchester (Baptist Chapel)
82
1.1(1)
50
Stirling (Forthside)
207
0.7
Standing Assets
1.3
Forward Committed Sites
61
6.9
88
11.5
51
Durham (Framwellgate)
Total
Note: asset valuations from CBRE as at 30 June 2015 or, if acquired after 30 June 2015, acquisition price
(1)
Valuation represents attributable value as of 30 June 2015
(2)
Post period end, assets converted from forward funded to standing assets
(3)
Post period end ESP obtained planning permission for 12 additional rooms increasing total from 65 to 77 rooms
110
8
49
32 33
33
15
1 23
18
45
44
10
49
Newcastle (Claremont House) (2)
6
2 16
25
47
2.3
Exeter (Library Lofts)
14 28
24
40
80
26
17
22
46
Bristol (William & Matthew)
(2)
51
19 11
23
25
4
27
15
Assets
17
as at
December 18
2014
19
21 9
5
43
41
Development / Forward Funded Sites
4,820
Exchanged / Completed Since 30 June 2015
9
Standing Asset Valuation Uplift as at 30 June 2015
Asset
Location
Bristol
Exeter
Cardiff
Birmingham
Birmingham
Aberdeen
Southampton
Nottingham
Cardiff
Hatfield
Exeter
Leeds
Cardiff
London
Glasgow
Leeds
Durham
Leicester
Leicester
Lancaster
Lancaster
Lancaster
Liverpool
Liverpool
Liverpool
Liverpool
Liverpool
Liverpool
Stoke-on-Trent
College Green
Picturehouse Apartments
Summit House
The Brook
Edge Apartments
Centro Court
London Road
Talbot Studios
Alwyn Court
Curzon Point
Dean Clarke Lofts
Algernon Firth
Northgate House
Halsmere Studios
Ballet School
St Mark’s Court
St Margaret’s Flats
City Block 1
City Block 2
City Block 1
City Block 2
City Block 3
Art School Lofts
Maple House
Chatham Lodge
Hayward House
The Octagon
Grove Street Studios
Caledonia Mills
Standing Assets
Development and Forward Funded Assets(2)
Total Portfolio Value
(1)
(2)
Beds
84
102
87
106
77
56
46
98
51
116
30
111
67
79
103
85
109
98
76
30
77
100
64
147
50
74
19
28
120
2,290
1,213
3,503
Acquisition Date
Jul-14
Jul-14
Jul-14
Jul-14
Aug-14
Sep-14
Sep-14
Sep-14
Oct-14
Nov-14
Dec-14
Dec-14
Feb-15
Feb-15
Mar-15
Mar-15
May-15
May-15
May-15
May-15
May-15
May-15
Jun-15
Jun-15
Jun-15
Jun-15
Jun-15
Jun-15
Jun-15
Valuation from CBRE as at 30 June 2015
Both Exeter Library and Claremont Place became standing assets post period end but are accounted for in development and forward funded assets in this analysis
Acquisition Cost
10.0
11.4
9.6
12.0
8.9
6.5
3.6
8.2
3.5
9.2
4.5
7.2
5.2
13.3
11.9
7.1
5.1
6.2
4.8
2.1
5.6
7.9
8.4
12.9
3.9
5.4
2.0
2.7
6.3
205.4
Current Valuation(1)
10.9
12.6
10.4
12.8
10.3
7.1
4.2
8.8
3.8
9.8
4.7
7.5
5.9
15.6
13.0
7.3
5.4
6.2
5.0
2.1
5.6
7.9
8.4
12.9
3.9
5.4
2.0
2.7
6.3
218.8
53.1
271.9
Valuation Uplift
9.5%
10.7%
8.8%
7.0%
14.9%
9.7%
19.4%
7.4%
9.1%
6.1%
3.8%
4.9%
12.9%
18.0%
14.3%
3.2%
5.1%
6.5%
10
5.5%
(1) Weighted by value
6.0%
Cardiff (Alwyn)
6.0%
Leeds (St Marks)
6.3%
Liverpool (Maple House)
6.5%
6.5%
Stoke-on-Trent (Caledonia Mill)
6.4%
6.3%
Liverpool (Grove Street Studios)
Liverpool (The Octagon)
Liverpool (Hayward House)
6.5%
6.3%
Liverpool (Art School Lofts)
Liverpool (Chatham Lodge)
6.3%
6.1%
6.3%
6.1%
6.1%
6.8%
6.6%
6.7%
6.4%
6.6%
6.6%
7.5%
7.5%
Acquisition NIY
Durham (St Margaret's)
6.0%
6.3%
Glasgow (Ballet School)
5.5%
6.0%
6.4%
7.0%
7.0%
6.9%
6.8%
7.0%
Current NIY
London (Halsmere)
Leeds (Algernon Firth)
Exeter (Dean Clarke Lofts)
6.0%
6.5%
6.4%
6.7%
8.0%
Hatfield (Curzon Point)
6.2%
6.0%
Nottingham (Talbot Studios)
Cardiff (Northgate)
6.0%
6.0%
Aberdeen (Centro)
Southampton (London Rd)
5.9%
Birmingham (Edge)
6.2%
6.0%
Birmingham (Brook)
6.0%
5.0%
Cardiff (Summit)
6.3%
6.5%
5.9%
5.8%
7.0%
Exeter (Picturehouse)
Bristol (College Green)
Standing Asset Net Initial Yield Analysis
as at 30 June 2015
7.5%
Average Acquisition NIY: 6.6%(1)
Average Current NIY: 6.1%(1)
11
Growth: Development and Forward Funded Assets
 Strong pipeline of forward funding and development opportunities to deliver new purpose built accommodation
 Attractive yield on cost implying c.20+% uplift to completion
Forward Funding(1)
 The Company acquires the site directly and funds
the project in stages while receiving interest on
instalments made
 The risk of cost and program overruns rests with
Buccleuch Street, Edinburgh
 Acquired in July 2014, part of a listed former cinema building,
located on Buccleuch Street, Edinburgh
 The project is in a sought after location next to the University of
the third party developer
Edinburgh
Kingsmill Studios, Huddersfield
 Acquired in November 2014, the asset is due to become income
producing in September 2015
 The project is in a prime location close to the University of
Huddersfield
RevCap Development Joint Venture
Development Assets(1)
Joint Venture Headline Terms
 20% promote over 20% IRR, split 60%/40% to
Willowbank Primary School, Glasgow
 Former Willowbank Primary School, planning approval has been
received for the development of a scheme comprising a mix of
studio, two and three bed apartments
ESP
 3.5% of costs fee paid to ESP quarterly through
life of project
 ESP has a ROFR on all JV development assets
Brunswick House, Southampton
 Project comprises the redevelopment of a commercial office

(1)
(2)
(3)
As at 30 June 2015
ESP’s equity and share of JV debt
CBRE as at 30 June 2015

property into direct-let, premium student accommodation
The project is located in central Southampton, close to
Southampton Solent University and between the city centre and the
University of Southampton
The asset is due to become income producing in September 2015
Total investment
Valuation on completion
Proposed beds (studio/ apartments)
Completion date
Yield on cost
Yield on completion
£8.5m
£12.2m(3)
86 (47/39)
Jun-16
8.0%
5.75%
Total investment
Completion date
Yield on cost
Yield on completion
£7.2m
£8.9m(3)
98 (90/8)
Sep-15
8.22%
6.25%
Total investment
£7.1m(2)
Yield on cost
9.0%
Yield on completion
6.0%
£9.6m(3)
178 (121/57)
Completion date
Sep-16
Total investment
£7.5m(2)
Yield on cost
9.6%
Yield on completion
6.0%
£9.9m(3)
173 (89/84)
Completion date
Sep-15
12
Debt Financing
Financing Strategy




Conservative gearing strategy with diversified lending relationships
Full asset substitution flexibility across all facilities
Current LTV of 26.3%(1)
Medium term debt financing strategy being finalised
Loan Provider
Size
Type
Term Expiry
Cost
Security
Status
RBS
£35.5m
Term
2019
LIBOR + 190bps
Fully swapped at
1.78%
Eight standing assets, nonrecourse to other assets
Fully Drawn
RBS Additional
£20.0m
Redrawable
Loan Facility
2019
LIBOR + 190bps
Capped at 2.50%
Further standing assets, nonrecourse to other assets – provided
prior to draw
Signed, Undrawn
Canada Life
£31.1m
Term
2030
3.97%
Fixed Rate
Eight further standing assets, nonrecourse to other assets
Fully Drawn
Santander
£18.7m
Term
2019
LIBOR + 250bps
Urban Sleep standing assets
Fully Drawn
JV Development Loans with Close Brothers
 Brunswick House, Southampton and Willowbank, Glasgow, in which ESP has a 50% share, have arranged development facilities of £10.0 million and
£10.1 million respectively(2)
Source: ESP
(1)
Including the Company’s pro-rata share of development loans drawn down
(2)
These loans are non-recourse to the rest of the Group
13
FINANCIAL RESULTS
Income Statement
For the 12 months ended 30 June 2015
£’000
Revenue
8,303
Property Expenses
(2,170)
Gross Profit
6,133
Administrative and other expenses
(4,794)
Changes in fair value of investment properties
11,283
Operating profit
12,623
Net finance expense
(1,163)
Share of JV results
Profit before taxation
2,760
14,219
Earnings per share – basic
9.67
Earnings per share – diluted
9.61
15
Statement of Financial Position
£’000
As at 30 June 2015
Property, plant and equipment
Investment property
79
239,775
Investment in joint ventures
8,378
Derivative financial assets
229
Trade and other receivables
Cash and equivalents
Total assets
4,174
78,788
331,424
Deferred rental income
(2,377)
Trade and other payables
(4,055)
Bank borrowings
(84,148)
Derivative financial liability
(449)
Total liabilities
(91,029)
Net assets
240,395
Net asset value per share – basic
103.2p
16
Outlook
 Acquisition progress – completion of deals in Spring 2017 and build out programme in Summer 2018
−
Pipeline remains strong with multiple assets in the advanced stages of negotiations
 Update on the student market – UCAS mid-August:
−
All students +3%
−
18yr olds from low income families +5%
−
International students (non-EU) +6%
−
EU students +11%
 Growing financial strength of UK universities – The Times Higher Education university financial health check 2015 found that:
−
Total UK universities income for 2013/2014 was £30.7 billion, up 5.7% year on year
−
Total UK universities surplus for 2013/2014 was £1.2 billion, up 12.6% year on year
 ESP research – 7% of students live in private sector Purpose Built Student Accommodation
 Brand – re-bookers and referrals through association
 Marketing – Empiric targeted to launch in-house platform by the end of 2015
 Management and maintenance – national outsourced FM beginning now with significant presence by September 2016
−
Targeting 1-2% improvement in net rent / i.e. 4-8% reduction in costs
 App launch date targeted Summer 2016 for 2016/2017 tenants
−
Incentives for referrals and re-bookers
−
Reporting FM requirements
−
Secondary sales – laundry, room-service, other
17
APPENDIX
Key Terms
Issuer
 Empiric Student Property plc, FCA registered as an AIFM
Structure
 UK REIT
Index Inclusion
 FTSE All-Share, FTSE SmallCap
Current market capitalisation
 £332.7m as at 11th September 2015
Listing
 Main Market, London Stock Exchange; Premium Listing on the UKLA Official List
Target dividend
 Dividends of 4p paid for first financial year ended 30 June 2015. 6p dividend target for financial year commencing
1 July 2015
Target total shareholder
return
 13% p.a.
Gearing
 LTV up to 40% of gross assets
Investment Advisory Support
 RevCap, at a fee of 0.2% of NAV, subject to minimum £170,000 and maximum £300,000
Valuation
 Half-yearly valuation by CBRE (June and December)
Discount control
 Share buy-back authority for up to 14.99% of issued share capital. Repurchased shares can be held in treasury.
Return of disposal proceeds from investments to shareholders if not re-invested within 12 months
Corporate Broker and Joint
Financial Adviser
 Jefferies International Limited
Joint Financial Adviser
 Akur Limited
Board
 Brenda Dean, Rt Hon Baroness Dean of Thornton-le-Fylde – Chair; Jim Prower – Senior Non Executive Director;
Stephen Alston – Non-Executive Director; Alexandra Mackesy – Non-Executive Director
Investors should note that the figures in relation to targeted dividend, total shareholder return and target NAV growth rate set out above and in the rest of this presentation are
for illustrative purposes only and are not intended to be, and should not be taken as, a profit forecast or estimate. Actual returns cannot be predicted and may differ materially
from these illustrative figures. There can be no assurance that they will be met or that any dividend, NAV growth or total shareholder return will be achieved.
19
Management Structure
Board of Directors
Michael Enright
CFO
Paul Hadaway
CEO
Bruce Morrin
Financial Controller
Jacinta Kelly
Management
Accountant
Gavin Morris
Management
Accountant
Pre IPO
Additions Since IPO
Kelly Measures
Finance Manager
Andy Leo
Development
Manager
Clint Bartman
Operations Director
Josh McGuinness
Asset Development
Manager
Rebecca Stainton
Operations
Assistant
Tim Attlee
CIO
Martyn Roe
Acquisitions
Lucy Chernanko
Executive
Assistant
Charlie Taylor
Acquisitions
Manager
Louella Alderson
Acquisitions
Assistant
Alaina Atkinson
Financial Assistant
Developments
Income Producing Assets
Acquisitions
Architects
Engineers
Contractors
Outsourced Facilities Management:
Collegiate, CRM, APL, AQH
Agents
Solicitors
Surveyors
20
Important Information and Disclaimer
This document and any attachments (including any email that accompanies it) (together “this document”) is not for
release, publication or distribution, directly or indirectly, in whole or in part in any jurisdiction where the distribution of
such document would be unlawful or would impose any unfulfilled registration, qualification, publication or approval
requirements on Empiric Student Property plc (the "Company") or Jefferies International Limited ("Jefferies") or
Akur Limited ("Akur"). Persons into whose possession this document comes must inform themselves about, and
observe, any such restrictions as any failure to comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction. This document has been prepared by the Company for information purposes
only and does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, ordinary shares
of £0.01 each in the capital of the Company ("Ordinary Shares") in any jurisdiction. This document does not
constitute any form of financial opinion or recommendation on the part of the Company or any of its affiliates or
advisers and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities in any
jurisdiction.
The Ordinary Shares have not been nor will be registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States
and the Ordinary 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. The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the
benefits of the U.S. Investment Company Act.
This document has not been approved (for the purposes of section 21 of the Financial Services and Markets Act
2000 ("FSMA").
This document is being issued to and directed only at: (i) persons who have professional experience in matters
relating to investments and who are investment professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); or (ii) persons
who fall within Article 43 of the Financial Promotion Order (members and creditors of certain bodies corporate); or (iii)
persons who fall within Article 49(2) of the Financial Promotion Order (including certain high net worth companies,
unincorporated associations or partnerships and the trustees of high value trusts, or other respective directors,
officers or employees as described in Article 49 of the Financial Promotion Order); or (iv) any other persons to whom
this presentation for the purposes of Section 21 of FSMA can otherwise lawfully be made without further action; or
(v) persons otherwise permitted by the laws of the jurisdiction in which they are resident to receive them; or (vi) in
relation to persons in member states of the European Economic Area ("EEA"), are a “professional client” or an
“eligible counterparty” within the meaning of Article 4(1)(II) and 24(2); (3) and (4), respectively, of MiFID (as MiFID is
implemented into national law of the relevant EEA state). This document is not intended to be, and must not be,
distributed, passed on or disclosed, directly or indirectly, to any other class of person.
The condition of you receiving this document is that you fall within one of the categories of persons described above
and by accepting this document you will be taken to have warranted, represented and undertaken to the Company
that: (a) you fall within one of the categories of persons described above, (b) you have read, agree to and will comply
with the terms of this disclaimer; and (c) you will conduct your own analyses or other verification of the data set out in
this document and will bear the responsibility for all or any costs incurred in doing so.
Persons who do not fall within one of the categories of persons described above should not rely on this document
nor take any action upon them, but should return them immediately to the Company at its registered office.
This document is confidential and is being supplied to you solely for your information and may not be reproduced, redistributed or passed, directly or indirectly, to any other person or published in whole or in part for any purpose. This
document has been prepared for information purposes only for use in connection with preliminary confidential
discussions relating to the Company, and in particular may not be used in making any investment decision. This
document is preliminary in nature, subject to updating, verification and amendments. Neither the Company nor
Jefferies nor Akur nor any of their respective affiliates is under any obligation to update or keep current the
information contained in this document and any opinions expressed in this presentation are subject to change
without notice. This document contains information from third party sources. This document contains only summary
information and no representation or warranty, express or implied, is made or given by or on behalf of, and no
responsibility or liability is accepted by the Company or Jefferies or Akur, or any of their respective officers, agents or
advisors as to the accuracy, sufficiency or completeness of any of the information or opinions, or for any errors,
omissions or misstatements, negligent or otherwise, contained in or excluded from this document (except to the
extent that such liability arises out of fraud or fraudulent misrepresentation).
Any views contained herein are based on financial, economic, market and other conditions prevailing as of the date
of this document. The information contained in this document does not purport to cover all matters that may be
relevant for the purposes of considering whether or not to make any prospective investment and is not intended to
provide, and should not be relied upon, for accounting, legal or tax advice. Prospective investors should conduct
their own investigations in relation to the matters referred to in this document and are recommended to consult their
own advisers in relation to such matters.
Investing in financial markets involves a substantial degree of risk and there can be no assurance that the
Company's investment objectives described herein will be achieved. Investment losses may occur, and investors
could lose some or all of their investment. This presentation contains certain forward-looking statements. In some
cases forward looking statements can be identified by the use of terms such as "believes", "estimates", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks" or "should" or variations thereof, or by discussions of strategy,
plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances. Actual outcomes and results may differ
materially from any outcomes or results expressed or implied by such forward-thinking statements.
Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for
the Company and no-one else and will not be responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice. Apart from the responsibilities and liabilities, if any,
which may be imposed by FSMA or the regulatory regime established thereunder, neither Jefferies nor any of its
affiliates nor any of its agents accepts any responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or
whether any information has been omitted from this document) or any other information relating to the Company,
whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.
Akur, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the
Company and no-one else and will not be responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing. Apart from the responsibilities and liabilities, if any, which may
be imposed by FSMA or the regulatory regime established thereunder, neither Akur nor any of its affiliates nor any of
its agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this document (or whether any information
has been omitted from this document) or any other information relating to the Company, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any
use of this document or its contents or otherwise arising in connection therewith.
Dated: September 2015
21

- Empiric Student Property

Transcription

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