Scape Living PLC and iQSA Holdco Limited (iQ Group) entered into an agreement to acquire GCP Student Living plc (LSE:DIGS) from a group of shareholders for approximately £970 million on July 16, 2021. Pursuant to the terms of the transaction, Scape Living PLC and iQSA Holdco Limited will pay £2.13 per GCP Student Living plc share. If, on or after the date of this announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of GCP Student Living plc shares, Scape Living PLC and iQSA Holdco Limited reserve the right to reduce the consideration payable under the terms of the Acquisition for GCP Student Living plc shares by an amount up to the amount of such dividend and/or distribution and/or return of capital, excluding any amount in respect of the Excluded Shares, in which case the relevant eligible GCP Student Living plc shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of capital declared, made or paid. The consortium formed by Scape Living and iQ (the "Consortium") is partially funded by their respective primary shareholders, being funds managed by APG Asset Management N.V. ("APG") and the Blackstone Funds. The cash consideration payable to GCP Student Living plc shareholders under the terms of the acquisition will be financed by (a) in respect of the portion of the cash consideration being funded by Scape Living, equity to be invested by APG pursuant to the APG Equity Commitment Letter and (b) in respect of the portion of the cash consideration being funded by iQ, a combination of equity to be invested by the Blackstone Funds pursuant to the Blackstone Equity Commitment Letter and debt to be provided under a Senior Facilities Agreement arranged by Acrefi Mortgage Lending, LLC and Blackstone Mortgage Trust Inc. In connection with the acquisition, Scape Living and iQ have entered into a separation agreement pursuant to which, as soon as possible following the effective date, it is intended that all existing real estate assets (or the companies in which they are held) owned by the GCP Group (the "GCP Real Estate Assets") will be transferred to Scape Living and iQ or their respective affiliates. It is intended that, with effect from the Effective Date, each of the members of the GCP Board shall resign from his or her office as a director of GCP. Each of Scape Living and iQ confirms respectively that it has no plans to undertake any change to the locations of, respectively, the Scape Living Transfer Assets and the iQ Transfer Assets and no changes are envisaged with respect to the operation of, respectively, the Scape Living Transfer Assets and the iQ Transfer Assets. Following the Acquisition becoming Effective, each of Scape Living and iQ intends that employees that are predominantly assigned to the Scape Living Transfer Assets will transfer to the Scape Living Group and that are predominantly assigned to the iQ Transfer Assets will transfer to the iQ Group. It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in GCP Student Living plc shares on the London Stock Exchange's market for listed securities and the listing of GCP Student Living plc shares from the Official List on or shortly after the effective date. The transaction is subject to conditions including the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA., approval from not less than 75% GCP Student Living plc shareholders, approval from court, approval from Competition and Markets Authority, approval from third parties. The GCP Student Living plc directors recommend unanimously that the scheme shareholders vote in favour of the scheme at the court meeting and the resolutions relating to the acquisition to be proposed at the GCP Student Living plc general meeting. Offerors have received irrevocable undertakings from all of the GCP Directors who own Scheme Shares, in respect of 74,735 Scheme Shares representing, in aggregate, 0.02% stake. The Court Meeting is scheduled to be held on September 6, 2021 and the General Meeting of GCP Student Living plc is scheduled to be held on September 6, 2021. Approval from CMA is expected before the end of 2021. As on September 6, 2021, the shareholders of GCP Student Living approved the transaction. As of December 6, 2021, CMA approve the transaction. Scheme is expected to become effective in the fourth quarter of 2021. As of December 15, 2021,High Court of Justice in England and Wales has today sanctioned the Scheme and all Conditions to the Acquisition have now been satisfied or waived. Long Stop Date of the transaction is January 14, 2021. As of December 6, 2021, the deal is expected to be completed by December 20, 2021. Philip Noblet, Tom Yeadon, Rishi Bhuchar and James Thomlinson of Jefferies International Limited acted as sole financial advisors to the directors of GCP Student Living plc. Edward McBride, Andrew Miller-Jones and James Carton of Citigroup Global Markets Limited, whereas Patrick Long, William Lawes and Jolyon Coates of Lazard & Co., Limited acted as joint financial advisors to Scape Living PLC and iQSA Holdco Limited. Michael Steele, Francesca Harris, Dipak Bhundia, Emma Flett, Tim Lowe, Lisa Cawley and Colin Sharpsmith of Kirkland & Ellis International LLP acted as legal advisors to Scape Living PLC and iQSA Holdco Limited. Simmons & Simmons LLP is acting as legal adviser to Scape Living PLC, iQSA Holdco Limited and APG Asset Management NV. Gowling WLG (UK) LLP acted as legal advisor to GCP Student Living plc. Ashurst is advising Citigroup Global Markets Limited ("Citi") and Lazard & Co., Ltd. Link Market Services Limited acted as registrar to GCP Student Living plc. Knight Frank LLP was appointed to provide Valuation Report on in respect of the properties of GCP Student Living plc. Scape Living PLC and iQSA Holdco Limited (iQ Group) completed the acquisition of GCP Student Living plc (LSE:DIGS) from a group of shareholders on December 20, 2021. As the Scheme has now become Effective, GCP duly announces that, as of today's date, Leo Hertog, Gemma Kataky, Robert Roger and Tom Ward have been appointed to the GCP Board and David Hunter, Russell Chambers, Gillian Day, Robert Malcolm Naish and Marlene Wood have tendered their resignations and have stepped down from the GCP Board with immediate effect. Trading in GCP Shares on the London Stock Exchange's main market for listed securities was suspended with effect from 7:30 a.m. December 20, 2021. Applications have been made for GCP Shares to be admitted to trading on The International Stock Exchange with effect from 8:00 a.m. on December 21, 2021.