SIRIUS REAL ESTATE
LIMITED
(Incorporated in
Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR
THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO.
596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED.
12
July 2024
Sirius Real Estate
Limited
Results of Retail
Offer
Further to the announcement
dated 11 July
2024, Sirius Real Estate Limited
("Sirius" or the
"Company" and together with
its subsidiaries, the "Group") is pleased to announce that,
following the closing of the Retail Offer on the PrimaryBid
platform on 11 July 2024, 2,659,574 Ordinary Shares will be
issued at a price of 94 pence per Retail Offer Share in connection with the Retail
Offer.
Capitalised terms used in this announcement have the meaning given
to them in the Capital Raise
Announcement on 10
July 2024, unless otherwise defined in this
announcement (the "Announcement").
Admission
Application has been made for the
admission of 162,234,042 Ordinary Shares to be issued pursuant to
the Capital Raising to listing on the premium segment of the
Official List of the FCA and to trading on the London Stock
Exchange's main market for listed securities and for listing and
trading on the main board of the JSE ("Admission"). UK Admission is expected
to become effective at 8.00 a.m. (London time) on 16 July 2024 or
such later date as the Banks, the Company and PSG Capital may agree
being no later than 8.00 a.m. (London time) on 30 July 2024. JSE
Admission is expected to become effective at 9.00 a.m.
(Johannesburg time) on 16 July 2024 or such later date as the
Banks, the Company and PSG Capital may agree being no later than
9.00 a.m. (Johannesburg time) on 30 July 2024.
Following Admission, the total
number of Ordinary Shares in issue in the Company will be
1,511,857,390. The Company does not hold any shares in treasury
and, therefore, following Admission, the number of voting shares in
issue in the Company will be 1,511,857,390. This figure may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
For further information,
contact:
Enquiries:
Sirius Real Estate Limited
Andrew Coombs, CEO / Chris Bowman,
CFO
Tel: +44 (0) 203 717 1000 (via
FTI)
Berenberg (UK Sponsor,
Joint Global Co-ordinator & Joint Bookrunner)
Toby Flaux / Richard Bootle / Alix
Mecklenburg-Solodkoff / Patrick Dolaghan
Tel: +44 (0) 203 207 7800
Peel Hunt (Joint Global
Co-ordinator & Joint Bookrunner)
Capel Irwin / Carl Gough / Henry
Nicholls / Flora McMicking
Tel: +44 (0) 207 418 8900
Panmure Liberum (Joint
Bookrunner)
David Watkins / Amrit
Mahbubani
Tel: +44 (0) 203 100 2000
PSG
Capital (SA Adviser, Sole SA
Bookrunner, Placing Agent & JSE Sponsor)
Terence Kretzmann / Calvin Craig /
Johann Piek
Tel: +27 (0) 81 831 2709 / +27 (0)
72 959 8198 / +27 (0) 65 975 1000
FTI
Consulting (Financial
PR)
Richard Sunderland / Ellie Sweeney /
James McEwan / Talia Shirion
Tel: +44 (0) 203 727 1000
SiriusRealEstate@fticonsulting.com
About Sirius Real Estate Limited
Sirius is a property company listed
on the main and premium market of the London Stock Exchange and the
main board of the JSE. It is a leading owner and operator of
branded business and industrial parks providing conventional space
and flexible workspace in Germany and the UK. As of
31 March 2024, the Group's portfolio comprised 142 assets
let to 9,654 tenants with a total book value of over €2.1 billion,
generating a total annualised rent roll of €188.7 million. Sirius
also holds a 35% stake in Titanium, its €350+ million
German-focused joint venture with clients of AXA IM
Alts.
The Company's strategy centres on
acquiring business parks at attractive yields and integrating them
into its network of sites - both under the Sirius and BizSpace
names and alongside a range of branded products. The business then
seeks to reconfigure and upgrade existing and vacant space to
appeal to the local market via intensive asset management and
investment and may then choose to refinance or dispose of assets
selectively once they meet maturity, to release capital for new
investment. This active approach allows the Company to generate
attractive returns for shareholders through growing rental income,
improving cost recoveries and capital values, and enhancing returns
through securing efficient financing terms.
For more information, please
visit: www.sirius-real-estate.com
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR
IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement or any part of it
does not constitute or form part of any offer to issue or sell, or
the solicitation of an offer to acquire, purchase or subscribe for,
any securities in the United States, Canada, Australia, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Offer Shares is being made in any such
jurisdiction.
A copy of the prospectus published
by the Company in connection with Admission is available on
Sirius's website (www.sirius-real-estate.com). Neither the content
of the Company's website (or any other website) nor the content of
any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this
Announcement.
No action has been taken by the
Company, any of the Banks or PSG Capital or any of their respective
affiliates, or any person acting on its or their behalf that would
permit an offer of the Offer Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Offer Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, the Banks and PSG
Capital to inform themselves about, and to observe, such
restrictions.
In member states of the European
Economic Area (the "EEA"),
this Announcement is directed at and is only being distributed to
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified
Investors"). In the United Kingdom, this Announcement is
directed at and is only being distributed to "qualified investors"
within the meaning of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net
worth companies, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2)(a) to
(d) of the Order; or (iii) other persons to whom it may otherwise
lawfully be communicated (all such persons together being
"Relevant Persons"). Any
investment or investment activity to which this Announcement
relates is available only to (i) in any member state of the EEA,
Qualified Investors; and (ii) in the United Kingdom, Relevant
Persons, and will be engaged in only with such persons. This
Announcement must not be acted on or relied on (i) in any member
state of the EEA, by persons who are not Qualified Investors; and
(ii) in the United Kingdom, by persons who are not Relevant
Persons.
The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from any
applicable body in South Africa in relation to the Offer Shares and
the Offer Shares have not been, nor will they be, registered under
or offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, South Africa or Japan.
Accordingly, the Offer Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada or Japan or any other jurisdiction in which such activities
would be unlawful.
In South Africa, the South Africa
Placing has only been made by way of a private placement of
Ordinary Shares to selected persons (i) falling within one of the
specified categories listed in section 96(1)(a) of the South
African Companies Act, No. 71 of 2008, as amended (the
"South African Companies
Act"); or (ii) acting as principal, acquiring SA Placing
Shares for a total contemplated acquisition cost of ZAR1,000,000 or
more, as contemplated in section 96(1)(b) of the South African
Companies Act ("South African
Eligible Investors"). This Announcement is only being made
available to such South African Eligible Investors. Accordingly (i)
the South Africa Placing is not an "offer to the public" as
contemplated in the South African Companies Act; (ii) this
Announcement, the Capital Raise Announcement, the results of
Capital Raise (excluding the Retail Offer)
announcement and the Prospectus do not, or intend to not,
constitute a "registered prospectus" or an advertisement
relating to an offer to the public, as
contemplated by the South African Companies Act; and (iii) no
prospectus has been filed with the South African Companies and
Intellectual Property Commission (the "CIPC") in respect of the South Africa
Placing. As a result, the Announcement, the Capital Raise
Announcement, the results of Capital Raise
(excluding the Retail Offer) announcement and the Prospectus
do not comply with the substance and form requirements for a
prospectus set out in the South African Companies Act, 2008 and the
South African Companies Regulations, 2011, and neither the
announcements nor the Prospectus have been approved by, and/or
registered with, the CIPC, or any other South African
authority.
The information contained in this
Announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended (the
"FAIS Act") and should not
be construed as an express or implied recommendation, guide or
proposal that any particular transaction in respect of the SA
Placing Shares or in relation to the business or future investments
of the Company, is appropriate to the particular investment
objectives, financial situations or needs of a prospective
investor, and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of,
financial services in South Africa. The Company is not a financial
services provider licensed as such under the FAIS Act.
Certain statements contained in this
Announcement constitute "forward-looking statements" with respect
to the financial condition, results of operations and businesses
and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or
conditional expressions, are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors
that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements and forecasts. As a result, the Group's actual financial
condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or
implied by these forward-looking statements. No representation or
warranty is made as to the achievement or reasonableness of, and no
reliance should be placed on, such forward-looking statements. No
statement in this Announcement is intended to be, nor may it be
construed as, a profit forecast or be relied upon as a guide to
future performance. The forward-looking statements contained in
this Announcement speak only as of the date of this Announcement.
The Company, its directors, the Banks, PSG Capital, their
respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the FCA, the London Stock
Exchange or the JSE.
Berenberg is authorised and
regulated by the German Federal Financial Supervisory Authority and
is authorised and subject to limited regulation by the FCA in the
United Kingdom. Peel Hunt and Panmure Liberum are authorised and
regulated in the United Kingdom by the FCA. PSG Capital is
authorised and regulated by the JSE Limited. Each Bank and PSG
Capital is acting exclusively for the Company and no one else in
connection with the Placing and the South Africa Placing, as
applicable, the contents of this Announcement and other matters
described in this Announcement. No Bank or PSG Capital will regard
any other person as its client in relation to the Placing and the
South Africa Placing, as applicable, the content of this
Announcement and other matters described in this Announcement and
will not be responsible to anyone (including any Placees or SA
Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any
other person in relation to the Placing and the South Africa
Placing, as applicable, the content of this Announcement or any
other matters referred to in this Announcement. Neither Banks nor
PSG Capital or any of their respective affiliates are acting for
the Company with respect to the Retail Offer.
This Announcement has been issued by
and is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by any Bank or PSG Capital or by any of their respective
affiliates or any person acting on their behalf as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not
constitute a recommendation concerning any investor's investment
decision with respect to the Capital Raising. Any indication in this Announcement of the
price at which Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. The price
of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this Announcement
of the price at which the Ordinary Shares have been bought or sold
in the past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement
in this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company for the current or future financial
periods would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
All offers of the Offer Shares have
been made pursuant to an exemption under the EU Prospectus
Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the United
Kingdom only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended (the
"FSMA") does not
apply.
The Offer Shares to be issued or
sold pursuant to the Capital Raising will
not be admitted to trading on any stock exchange other than the
London Stock Exchange and the JSE.
Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action.
This Announcement has been prepared
for the purposes of complying with applicable law and regulation in
the United Kingdom and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.