Good morning, and thank you all for joining us on the call this morning. Today, Mike and I will be taking you through the highlights of our announcement released earlier this morning. We will be taking some questions at the end of the run-through, so please do log them through the Q&A function on the webcast. Turning to the transaction, early this morning, we announced a recommended cash and share acquisition for Empiric Student Property at GBP 0.94 per share based on the current price, one-third in cash and two-thirds in shares. Our initial terms that were disclosed a few weeks ago were revised down by GBP 0.02, reflecting a cautious approach to trading following our diligence and a small increase in the cash component. This represents a 4% discount based on both companies' NTA s and a 20% discount to the replacement cost of the assets.
We have concluded our diligence, and we've identified just under GBP 14 million of annual synergies. These can be delivered over the next 6 to 12 months following completion, and they represent around 50% of the earnings of Empiric and are responsible for the earnings accretion from the transaction. We also believe that the transaction will deliver a low double-digit unlevered IRR. The acquisition creates a really exciting growth opportunity for us as a business, and that's based on the fact that Empiric is a high-quality portfolio. It is focused on the strongest universities and locations. It extends our customer lifecycle and enhances our total addressable market to more returning students, second and third years, and postgraduates at a time when the HMO market is under pressure.
We will look to enhance and accelerate Empiric's performance and growth by using our platform, our customer base, and our sales capability to drive performance. We will look to add around 15- 20 of our own assets to the portfolio, focusing on those returners and postgraduates, which could see this growth around 15%- 20% of our overall portfolio over the next few years. Turning to the portfolio itself, over the last few years, Empiric has drastically improved the quality of their property portfolio. 97% is focused on high and mid-rank universities. Looking at it another way, 95% are in the Global QS Top 200, this measure being a critical appeal for international students. The locations are in very central locations, and this is where returning students want to live.
We have identified around GBP 100 million of the GBP 1.2 billion portfolio that we will look to sell as us exiting five cities where we do not see the same prospects for rental growth over the medium term. The two portfolios fit well together. We have overlap in 16 cities. The Empiric asset age is 10 years on average. We will see our nominations agreements fall from 56% to 51%, but we would expect to grow this back to the mid-50% as we did after the Liberty Living acquisition by adding more nominations agreements to our existing estate. We are acquiring the portfolio at an attractive valuation metric at around 20% below the replacement costs. Looking at the addressable market, Unite has built a business that's focused on first-year students and nominations with our university partners.
This acquisition gives us the opportunity to extend our customer lifecycle to what we see as an underserved returners and postgraduate market. At Unite , we provide homes to just under 70,000 students every year, and around two-thirds of them will go on to live in the high-moh market. We've been targeting this market over the last three years through various trials, and we see Empiric as the best way to address it at scale immediately. Empiric's offer attracts this returners market with over 75% of their customers being returners or postgraduates, and it is popular with international students given their more independent style of living, smaller building sizes, and smaller flat sizes. They have a lighter staffing model that means that their margins are comparable to ours. Just under 1 million students currently live in high-moh.
This has been shrinking due to higher taxes and mortgage costs and increased regulation around licensing and environmental performance. We expect this to face further pressure from the Renters' Rights Act. The acquisition gives us immediate scale in the returner market, and we expect this to grow over the next three years after those disposals. We think it would take nearly 5 to 10 years to build up an equivalent portfolio if we were to do that from scratch. We've identified around 15- 20 of our own properties that would fit well on the platform. We'd aim to convert these over the next three years. We will continue to look at further acquisitions and developments to keep growing the platform. We believe that we can drive better performance from this portfolio.
We will sell the product to our first-year internationals, the majority of whom would go on to live in high moh. We will use the Hello Student brand to distinguish the offer to our students. Those students who are looking at more independent living, we see this as a natural progression for Unite students. We can also use our sophisticated sales platform and agent networks to drive occupancy and rental growth. We've priced the deal off a lower occupancy in year one, and the accretion analysis shows us returning to full occupancy over the next three years. The deal will require CMA approval, and we've started the process and will engage with the CMA following announcement. We've been through the process before when we bought Liberty Living, and we understand what is required and where the risks sit.
We feel that these risks are manageable and have been factored into our approach and overall bid. On that note, let me pass you over to Mike, who will take you through some of the financial returns analysis.
Thanks, Joe. Good morning, everyone. If you're looking at the pack, I'm now turning to slide six where we discuss the financial effects of the transaction. The acquisition will help to enhance our earnings growth and also support our target, the total accounting returns at 10% per annum. Thanks to the cost synergies we're able to drive through our operating platform, we will deliver low single-digit earnings accretion within 12 months of completion. During the implementation phase for the synergies, we expect the transaction to be earnings neutral in the first year. We have identified GBP 13.7 million of annual cost savings in total, and these are broadly split 80/20 between overheads and property operating costs. To put this number in context, these savings equate to just over half of Empiric's net earnings for 2024. The cost savings come from three main areas. Firstly, removal of duplicate activity and roles.
Secondly, by leveraging our existing scale and in-house teams. Lastly, from economies of scale from transitioning Empiric contracts onto our superior terms. As Joe said, we're confident in achieving these cost savings for two key reasons. Firstly, the existing capacity of our platform to manage the additional Empiric beds. The acquisition will increase our portfolio back to 75,000 beds, which is in line with our operational scale prior to recent disposals. Secondly, we have the experience of having done this before through our acquisition and successful integration of Liberty Living, which delivered GBP 18 million of annual cost savings. There will be GBP 14 million of one-off implementation costs associated with delivering these synergies, meaning we will achieve a payback within 12 months. The acquisition also delivers attractive returns versus both our cost of capital and other investment opportunities.
We forecast a low double-digit unlevered IRR with returns driven by the day-one income yield, future rental growth, and the value delivered from synergies. These returns compare favorably to other investment opportunities through acquisitions or new development, particularly on a risk-adjusted basis. Turning to slide seven, we discuss the financing for the transaction. We've structured the acquisition to maintain our strong balance sheet with funding through a combination of new Unite shares, drawdown of our revolving credit facilities to fund the cash consideration, and the rollover of Empiric's existing debt at an all-in-place cost of 4.5%. Our leverage metrics remain healthy on a pro forma basis and in line with our pre-existing targets. LTV will rise to 29% and net debt EBITDA just under six times. We will also manage leverage through future planned disposals, both from our existing estate and the Empiric portfolio.
Overall, we see the transaction as credit-enhancing in the eyes of rating agencies, and this reflects a higher share of wholly owned and income-producing assets following the acquisition, as well as our increased scale. Turning to slide eight, we're also providing an update on current trading. Our reservations for the 2025-2026 academic year have continued to progress in line with the expectations set out with our interims at the end of last month. Today is A-level results day, and we head into the busy clearing period with occupancy of 90%, which compares to 95% at the same stage last year. As expected, we're seeing the pace of sales pick up as students and universities confirm their accommodation needs. We continue to target occupancy of at least 97%, and rental growth in our sales to date is at the top end of our 4%- 5% guidance range.
Empiric's interim results have also been released today and show they are 77% sold for the next academic year. They've noted the latest sales cycle and, like us, have seen an acceleration in sales over the past few weeks. They continue to target occupancy of 97% by the end of the calendar year, with rental growth of around 4%. The GBP 0.02 reduction in our offer price reflects the lower visibility over Empiric's occupancy this year, as well as an increased allowance for cladding remediation costs. As Joe said, we've appraised the acquisition based on lower occupancy for this academic year, which we expect to recover to 97% over the following two sales cycles. The price adjustment therefore helps us protect our target earnings accretion from the acquisition. With that, I'll hand you back to Joe.
Thanks, Mike. Just a couple of slides to wrap up. We're allocating capital to this acquisition because we feel the returns are attractive relative to other uses at this time, as Mike mentioned. Levered IRRs are in the mid-teens and comparable to development on a risk-adjusted basis. The transaction delivers a yield on cost of around 7% after synergies, which you expect to grow with rental growth, again comparable to development. On a day when A-level results are out, we expect record numbers of U.K. students to be offered places at university. We continue to see broader growth opportunities within our sector, both within our traditional off-campus model and also the success we've made with the on-campus model partnerships with universities. We will continue to explore acquisitions, where it's often cheaper to buy than to build in many markets.
As we see lots of interesting opportunities, we will maintain our focus on the alignment to the strongest universities, our ability to drive earnings accretion, and supporting a return on equity targets of 8%- 10% per annum. Finally, in summary, we are buying a high-quality portfolio that is aligned to the best universities, and we are doing this below replacement costs. We're excited by the opportunity to extend our customer lifecycle. We see a clear opportunity to enhance and accelerate the growth in the Empiric portfolio over the next two to three years by leveraging our platform. The transaction will deliver earnings accretion from the synergies and supports an IRR in excess of our cost of capital. On that note, we'll turn over to a few questions which will come in, which Mike will read from the pool of questions.
Thanks, Joe. I'll start with a couple of questions from Elliot Basford at CCLA. The first one is, will you retain a separate brand for the Empiric properties?
Yes, we will look to retain a separate brand. We do see that the students who live with Unite see it as a really attractive brand to live within the first year. Our strong alignment to universities provides those students with a great place to come and get their first experiences with universities. The feedback we get from those students who go on to live elsewhere is that they would prefer a property and an environment which feels a little bit more independent. We feel that the Empiric portfolio Hello Student brand provides that, and we will be operating under that brand. As I mentioned, we see an opportunity to add around 15- 20 of our own properties within this brand over the next two to three years.
The follow-up question from Elliot is, what are the GBP 14 million of implementation costs associated with the synergies? Can you break them down, please? Sure. Elliot, I can give you a broad split of the breakdown. About 60% of those costs relate to reductions in headcount that we're planning as part of the cost savings I highlighted. A further 20% or so are related to contract termination. That is where we're anticipating savings from moving contracts onto essentially the Unite procurement basis, albeit there are some early termination costs associated with that. The last one is some increased investment in safety operation that we'll be making, and that's just ahead of the planned remediation of CapEx on cladding on some buildings. Moving on, we've got a question from Chris Millington at Deutsche Bank.
Could you please break down the components of the low double-digit IRR between NOI, rental growth, occupancy, and synergies? How does this compare to new developments, particularly considering elevated lead times? Thanks, Chris. In terms of the IRR, we're achieving an NOI yield day one of around 6%. We see that improving to around 6.5% with the benefit of occupancy recovery over the next two years, as we discussed. That's then supplemented by our rental growth underwriting within the range of 3%- 4% per annum, and then there is some benefit from the synergies on top. We do see some of that feeding into valuation, given that about 20% of the synergies benefit NOI, which is essentially capitalized through the values. That gets us to that low double-digit IRR.
To give you a sense, we are generally targeting IRRs on new developments of between low double-digit to the mid-teens IRRs. Although it's fair to say that on new opportunities we're seeing in the market today, it's getting harder to deliver those kinds of returns. As you would have heard us say, because of particularly protracted timelines around achieving BSA approvals to get on site for new developments, we're finding not only are the returns under some pressure, but the program is often under pressure as well. On a risk-adjusted basis, we do think the visibility we have over this return compares really favorably to some of the other opportunities we see in the market. Next one is from Mark Guban at Olive Tree Financial. Are you expecting any required disposals due to the CMA process? What other precedents do you think are relevant here?
Yeah, we went through a CMA process when we acquired Liberty Living. We do understand the filters and the lenses through which the acquisition will be assessed. We believe that the overall CMA review can be managed favorably, and the outcomes will ultimately lead that we shouldn't be seeing any material remedies from the transaction.
Right. We then got a few questions from Anders Toom at Green Street. The first one is, Empiric's debt has been taken over at a lower cost. Do you need to refinance immediately? On that one, Anders, as part of the transaction, we've agreed to change of control with all the lenders, meaning the debt will port across onto Unite's balance sheet and remain in place. Second question, what is your broader funding roadmap? The cash component is not large, but you have sizable development commitments. In terms of our existing committed pipeline, that is funded from our existing headroom and some of the still undeployed equity raised proceeds from last year. We will initially be funding the cash component of the deal through our revolving credit facilities.
As you would have seen us do in the past, you should expect us to probably term out that debt for the longer term as it increases in size. We probably expect we'll get to the debt capital markets at some stage in the next 12 months. One more then from Anders is, could you give a sense of the CapEx requirements at Empiric compared to Unite's own portfolio? I think it's fair to say that actually from the sort of very granular sort of bottom-up site visits we've done of their portfolio, we actually see the CapEx requirements as being potentially slightly lower than the Unite portfolio, all things being equal. That does reflect partly the building age. It reflects the intensity of use of the buildings, which is slightly lower than our buildings, which are occupied by first years more intensively.
Albeit, we have underwritten the deal on the basis of essentially the same CapEx requirements as we would see in the United Kingdom. On fire safety, as I alluded to, we have allowed for slightly higher costs of fire safety remediation than have been provided for in Empiric's valuations to date. That really just brings in line their remediation approach with the approach that we've adopted on our estate. Next up, we have a question from Samuel King at BNP Paribas Exan. You highlight Empiric expect occupancy of at least 97%, but you underwrite lower occupancy on the deal. Firstly, what level of occupancy? Secondly, does that reflect conservatism, or do you see more risk to occupancy than they do?
Yeah, I think, Sam, as we went through the overall diligence process, the lettings pace was behind where it has been in previous years, albeit the 77% which has been announced today is broadly in line with pre-COVID levels. As we went through that process, we were keen to ensure that we reflected an element of conservatism in our approach. We've underwritten an overall occupancy in the low to mid-90% and see that returning to full occupancy over three years. That's really to protect the overall returns and the fact that we are still generating effectively positive EPS growth for both sets of shareholders through the transaction.
A follow-up question from Sam. How do you think about your cost of equity pre and post the deal? You're acquiring a business that has a higher leasing risk relative to the standalone Unite Group . Do you think this results in a higher cost of equity? How have you thought about that in terms of the earnings accretion from the deal? Sam, you're right. This is a portfolio that doesn't benefit from nomination agreements in the same way as we do. As Joe said, we'd be looking to increase that level of nomination agreements for business as a whole back up to around the 55% level. One thing we would say, though, is this is also a portfolio of fully standing assets. There is no development exposure, which is slightly inherently lower risk as well.
We've certainly thought about the need for this portfolio to deliver returns that exceed our cost of equity post-deal. We do see it as being very marginally higher, but we still see the portfolio delivering those returns, and it supports that total accounting return aspiration of 10%. I'm just checking, but don't see any further questions on the call.
On that basis, thank you all for joining. Obviously, we are available if there's any further questions. A busy summer period and A-levels out today. Thank you all for joining, and look forward to speaking to you soon. Thanks very much.