Unite's Takeover Path Clears as Regulatory Filings Signal Final Stages

LONDON, UK – December 02, 2025 – A routine regulatory filing from wealth manager Rathbones Group Plc has cast a fresh spotlight on the final stages of The Unite Group Plc's landmark acquisition of rival Empiric Student Property Plc. While the disclosure details only minor share dealings, its existence underscores the intense regulatory scrutiny surrounding the deal, which is set to create a dominant force in the UK's purpose-built student accommodation (PBSA) market just as it secures crucial competition approval.

A Sector-Defining Consolidation

The Unite Group, already a titan in student housing, is on the cusp of finalizing its takeover of Empiric Student Property. The recommended cash and share offer, first agreed upon by the boards of both companies in August 2025, values Empiric at approximately £723 million. The deal's strategic logic is clear: Unite aims to bolster its portfolio, particularly targeting the "returner student" segment—undergraduates beyond their first year and postgraduates—where Empiric has a strong foothold.

If completed, the merger will create a behemoth with a combined portfolio valued at around £10.5 billion, encompassing approximately 75,000 beds across the UK. For Unite, the acquisition is a strategic accelerator. The company anticipates that integrating Empiric’s assets will unlock significant operational synergies and drive accelerated earnings growth, projecting an Internal Rate of Return (IRR) that surpasses its own cost of capital.

Under the terms of the agreement, structured as a scheme of arrangement, Empiric shareholders are set to receive 0.085 new Unite shares plus a cash consideration for each share they hold. An updated timetable slightly adjusted the cash portion to 30.725 pence per share, reflecting a change in Empiric's dividend payment schedule. The move has been overwhelmingly supported by Empiric's shareholders, who approved the buyout with an over 86% majority in early October, signaling strong confidence in the value and strategic direction of the proposed merger.

Navigating the Regulatory Gauntlet

The path from a non-binding proposal in May to near-certain completion has been a masterclass in navigating complex M&A procedures. The offer period officially began on June 5, 2025, triggering a series of regulatory requirements and market-moving milestones that investors have watched with keen interest.

The most significant hurdle emerged on October 23, when the UK's Competition & Markets Authority (CMA) announced it was launching an investigation into the planned merger. The probe raised concerns that the consolidation of two major players could reduce competition within the student accommodation sector, potentially leading to higher prices or lower quality for students in certain cities. The announcement caused a brief dip in market confidence, a common reaction when deals of this magnitude face antitrust scrutiny.

However, in a decisive turn of events, the CMA granted unconditional clearance for the acquisition on November 27, 2025. This approval was a critical victory for Unite, removing the single largest obstacle to the deal's finalization. The market reacted positively, interpreting the CMA's decision as a green light for the creation of the new, enlarged entity. With this major regulatory question resolved, the deal moved firmly onto its final administrative track.

The Quiet Signal of a Form 8.3 Filing

Against this backdrop, the Form 8.3 disclosure from Rathbones on December 2 is less about the specifics of its holding and more about what it represents. The filing, mandated by the UK's Takeover Code, reveals that Rathbones holds 597,860 shares in The Unite Group—the offeror in this transaction—amounting to a modest 0.12% stake. It also reported the sale of two small parcels of shares totaling 650.

In isolation, these transactions are negligible. However, their significance lies in the regulatory framework they operate within. Rule 8.3 of the Takeover Code requires any party with an interest of 1% or more in an offeror or offeree company to publicly disclose their positions and any dealings. While Rathbones' stake in Unite is below this threshold, the filing suggests a broader context, possibly related to holdings in the offeree, Empiric, or other concert party arrangements that trigger the disclosure requirement for maximum transparency.

These filings serve as crucial "tea leaves" for the market. They confirm that a takeover is active and progressing under the watchful eye of the Panel on Takeovers and Mergers. For investors, analysts, and arbitrageurs, these disclosures provide a steady stream of data on how institutional capital is positioning itself as a deal moves toward completion. Indeed, a flurry of similar Rule 8.3 filings from other major institutional investors, including Vanguard Group and T. Rowe Price, were seen between July and August, showing a mix of minor accumulations and sales in Unite Group shares. This pattern paints a nuanced picture of institutional sentiment, where firms rebalance portfolios and make tactical adjustments in response to the deal's evolving risk-reward profile.

The Final Approach to Completion

With shareholder and CMA approval secured, The Unite Group's acquisition of Empiric Student Property is now in its final approach. The last major step is the Court Sanction Hearing, which is scheduled for January 26, 2026. This hearing is largely a formality to legally sanction the scheme of arrangement.

Assuming the court grants its approval, the scheme is expected to become effective just two days later, on January 28, 2026. At that point, Empiric's shares will be suspended from the London Stock Exchange, and the company will be formally absorbed into the Unite portfolio, marking the successful conclusion of a transaction that will reshape the UK's student housing landscape for years to come. The meticulous navigation of shareholder sentiment and regulatory demands demonstrates a well-executed strategy, bringing a complex and high-stakes consolidation to a near-certain and successful close.