REG - Sirius Real Estate - PrimaryBid Offer

Sirius Real EstateAnnouncement

20/11/2023 07:15

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RNS Number : 9073T  Sirius Real Estate Limited  20 November 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIRIUS REAL ESTATE
LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

 

20 November 2023

 

Sirius Real Estate Limited

("Sirius" or the "Company")

PrimaryBid Offer

●   Sirius announces a conditional offer for subscription of new Ordinary
Shares via PrimaryBid (https://primarybid.com/uk/investors) ;

●   The issue price for the new Ordinary Shares will be determined at the
close of the bookbuilding process;

●   Investors can access the PrimaryBid Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=orbit)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=orbit)
;

● Investors may also be able to take part through PrimaryBid's extensive
network of retail brokers, wealth managers and investment platforms, (subject
to such partners' participation), which includes AJ Bell, Hargreaves Lansdown
and interactive investor;

●  Applications for new Ordinary Shares through these partners can be made
from tax efficient savings vehicles such as ISAs or SIPPs, as well as General
Investment Accounts (GIAs);

●   The PrimaryBid Offer is available to both existing shareholders and
new investors;

●   The issue price for the new Ordinary Shares will be equal to the
Placing Price;

●   There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;

●   No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

Sirius Real Estate Limited (LON: SRE), a leading owner and operator of
branded business and industrial parks providing conventional space and
flexible workspace in Germany and the United Kingdom, is pleased to
announce, a conditional offer for subscription of new ordinary shares in the
capital of the Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid
Offer"). The Company is also conducting an institutional placing of new
Ordinary Shares by way of an accelerated bookbuilding process (the "Placing")
and a placing of new Ordinary Shares to selected qualified investors in South
Africa (the "South Africa Placing") as announced earlier today. The issue
price of the new Ordinary Shares to be issued pursuant to the Placing, the
South Africa Placing and the PrimaryBid Offer (the "Placing Price") will be
determined following the close of the bookbuilding process.

In addition, as announced by the Company earlier today, certain directors and
senior employees of the Company will also be subscribing for new Ordinary
Shares at the Placing Price directly with the Company (the "Subscription",
together with the Placing, the South Africa Placing and the PrimaryBid Offer,
the "Fundraise").

 

The PrimaryBid Offer is conditional on the new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer and the Placing being admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m.
on

24 November 2023. The PrimaryBid Offer will not be completed without the
Placing and the South Africa Placing also being completed.

The Company's directors believe that the conditions in the German and UK
markets currently present a significant near term pipeline of attractive
acquisition opportunities, and the Fundraise will provide the flexibility to
execute on that pipeline and replenish funds following the recent acquisitions
completed by BizSpace, Sirius' UK subsidiary, of assets in Liverpool, Barnsley
and North London.

 

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the PrimaryBid Offer in line with the
Pre-Emption Group guidelines.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=orbit)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=orbit)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors can also participate through PrimaryBid's extensive partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor.

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at 6.00 p.m. on 20 November 2023 and may close
early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason for such
rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Placing, the South Africa Placing, the Subscription
and the Company's existing Ordinary Shares.

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of
the terms and conditions (including the procedure for application and payment
for new Ordinary Shares) that apply to registered users of PrimaryBid in
addition to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 Sirius Real Estate Limited                          Tel: +44 (0) 203 727 1000 (via FTI)

 Andrew Coombs, CEO / Chris Bowman, CFO

 PrimaryBid Limited                                  enquiries@primarybid.com

 Fahim Chowdhury/James Deal

 FTI Consulting (Financial PR)                       Tel: +44 (0) 203 727 1000

                                                   SiriusRealEstate@fticonsulting.com (mailto:SiriusRealEstate@fticonsulting.com)
 Richard Sunderland / James McEwan / Talia Shirion

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other jurisdiction where it
would be unlawful to do so.

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 U.S.
Securities Act of 1933, as amended, 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 and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, Japan or any other jurisdiction in
which such publication, release or distribution would be unlawful. Further,
this Announcement is for information purposes only and is not an offer of
securities in any jurisdiction.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com (https://primarybid.com/uk/risk-warning)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

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