REG - Sirius Real Estate - Results of Capital Raise

Sirius Real EstateAnnouncement

17/02/2026 07:00

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RNS Number : 2474T  Sirius Real Estate Limited  17 February 2026

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 UK MARKET ABUSE REGULATION.

 

17 February 2026

Sirius Real Estate Limited

 

Results of Capital Raise

 

Sirius Real Estate Limited ("Sirius" or the "Company" and together with its
subsidiaries, the "Group") is pleased to announce the result of the Capital
Raise set out in the Company's announcement of 16 February 2026 ("Capital
Raise Announcement"), the net proceeds of which enables the Company to
execute on two attractive acquisition opportunities in Germany with a
particular focus on defence-related assets and tenants in the near term, with
an estimated total value of approximately €130m (£113m).

 

The Capital Raise will in aggregate comprise the issue of 75,490,196 new
Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of
£77m. The Offer Shares represent approximately 5.0 per cent. of the existing
issued ordinary share capital of the Company prior to the Capital Raise.

 

The Offer Price of 102.0 pence represents a premium of approximately 1.0 per
cent. to the closing share price of 101.0 pence on 16 February 2026 and a
premium of approximately 1.4 per cent. to the thirty-day volume weighted
average price on the JSE of 100.6 pence as at 16 February 2026.

 

Berenberg and Peel Hunt acted as joint global co-ordinators and joint
bookrunners in respect of the Placing. PSG Capital acted as SA adviser, sole
bookrunner and placing agent in respect of the South Africa Placing.

 

The Company consulted with a number of its shareholders prior to the Capital
Raise and has respected the principles of pre-emption through the allocation
process, while also allowing the participation of new long-only shareholders.
The Company is pleased by the strong support it has received from new and
existing shareholders.

 

Admission

Application will be made for the admission of the Offer Shares to trading on
the London Stock Exchange's main market for listed securities and for listing
and trading on the premium segment of the main board of the JSE. UK Admission
is expected to become effective at 8.00 a.m. (London time) on 20 February 2026
or such later date as the Banks, the Company and PSG Capital may agree being
no later than 06 March 2026. JSE Admission is expected to become effective at
9.00 a.m. (Johannesburg time) on 20 February 2026 or such later date as the
Banks, the Company and PSG Capital may agree being no later than 06 March
2026.

 

The Offer Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing issued Ordinary Shares of the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid.

 

Following Admission, the total number of Ordinary Shares in issue in the
Company will be 1,588,665,840. 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 1,588,665,840. 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 Disclosure Guidance and Transparency
Rules.

 

The Capital Raise is conditional on, inter alia (i) the Placing Agreement not
having been terminated in accordance with its terms and (ii) UK Admission and
JSE Admission occurring.

 

Director and PDMR participation in the Capital Raise

As part of the Capital Raise, the CEO, certain PDMRs and certain other
Directors have subscribed for new Ordinary Shares ("Subscription Shares") in
the capital of the Company at the Offer Price (the "Subscription"),
contributing approximately £100,000 in aggregate.

 

The participation in the Capital Raise by related parties (as defined in the
JSE Listings Requirements) occurred on the basis outlined in the Capital Raise
Announcement, as permitted in terms of the resolutions adopted at the
Company's most recent AGM and in compliance with the JSE Listings
Requirements.

 

Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Capital Raise Announcement.

 

Commenting on the transaction, Andrew Coombs, Chief Executive Officer of
Sirius Real Estate Limited, said:

 

"The success of this fund raise, which was multiple times oversubscribed and
was priced in line with our latest adjusted NAV, demonstrates the continued
support amongst the investment community for our strategy, the quality of our
existing portfolio, as well as the opportunity for further growth from our
pipeline.  The two German assets we are buying are in established locations,
with strong tenants, high occupancy and stable day one income. They are
complementary to our existing value-add portfolio in Germany and the UK and
increase our exposure to the fast growing defence sector.  We will continue
to progress our pipeline with a firm focus on disciplined capital allocation
and recycling to achieve our recently increased medium term FFO target of
€175m."

 

Ends

 

For further information, contact:

 

Enquiries:

Sirius Real Estate Limited

Andrew Coombs, CEO / Chris Bowman, CFO

Tel: +44 (0) 203 727 1000 (via FTI)

 

Berenberg (Joint Global Co-ordinator & Joint Bookrunner)

Toby Flaux / Carl Gough / Marie Moy / Patrick Dolaghan

Tel: +44 (0) 203 207 7800

 

Peel Hunt (Joint Global Co-ordinator & Joint Bookrunner)

Investment Banking: Capel Irwin / Chloe Ponsonby / Henry Nicholls

ECM Syndicate: Sohail Akbar

Tel: +44 (0) 207 418 8900

 

PSG Capital (SA Adviser, Sole SA Bookrunner and Placing Agent, JSE Sponsor)

Terence Kretzmann / Johann Piek / Bhargav Desai

Tel: +27 (0) 81 831 2709 / +27 (0) 65 975 1000 / +27 (0) 72 874 0971

 

FTI Consulting (Financial PR)

Richard Sunderland / / Giles Barrie / Ellie Sweeney / Talia Shirion

Tel: +44 (0) 203 727 1000

SiriusRealEstate@fticonsulting.com (mailto:SabreRealEstate@fticonsulting.com)
 

 

 

About Sirius Real Estate Limited

Sirius is a property company listed on the equity shares (commercial
companies) category of the London Stock Exchange and the premium segment of
the main board of the JSE Limited. It is a leading owner and operator of
branded business and industrial parks providing conventional space and
flexible workspace in Germany and the U.K. As of 30 September 2025, the
Group's portfolio comprised 153 assets let to 10,958 tenants with a total book
value of €2.8 billion, generating a total rent roll of €242.5m. Sirius
also holds a 35% stake in Titanium, its €350.0m+ German-focused joint
venture with clients of BNPP AM 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
(http://www.sirius-real-estate.com)

 

Follow us on LinkedIn at https://www.linkedin.com/company/siriusrealestate/
(https://www.linkedin.com/company/siriusrealestate/)

 

Pre-Emption Group Reporting

The Capital Raise is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of Issuer       Sirius Real Estate Limited
 Transaction details  In aggregate, the Capital Raise of 75,490,196 new Ordinary Shares (comprising
                      58,331,376 Placing Shares, 15,100,000 SA Placed Shares, 1,960,785 Retail Offer
                      Shares and 98,035 Subscription Shares) represents approximately 5.0% of the
                      Company's issued ordinary share capital.

                      Settlement for the new Ordinary Shares and UK Admission is expected to take
                      place on or before 8.00 a.m. (London time) on 20 February 2026 and JSE
                      Admission is expected to take place on or before 9.00 a.m. (Johannesburg time)
                      on 20 February 2026.
 Use of proceeds      To enable the Company to execute on two attractive near-term defence-related
                      acquisition opportunities in Germany totalling approximately €130m
                      (including acquisition costs) on which the Company is currently in exclusivity
                      and which are expected to be notarised in the coming weeks and completed in Q2
                      2026, subject to finalising due diligence.
 Quantum of proceeds  In aggregate, the Capital Raise raised gross proceeds of approximately £77
                      million and estimated net proceeds of approximately £75 million.
 Pricing              The Offer Price of 102.0 pence represents a premium of approximately 1.0 per
                      cent. to the closing share price of 101.0 pence on 16 February 2026.
 Allocations          Soft pre-emption has been adhered to in the allocations process. Management
                      was involved in the allocations process, which has been carried out in
                      compliance with the UK MiFID II Allocation requirements. Allocations made
                      outside of soft pre-emption were preferentially directed towards existing
                      shareholders in excess of their pro rata, or new shareholders from a long
                      perspective and wall-crossed accounts.
 Consultation         Berenberg, Peel Hunt and PSG Capital undertook a pre-launch wall-crossing
                      process, including consultation with major shareholders, to the extent
                      reasonably practicable and permitted by law.
 Retail investors     The Capital Raise included a Retail Offer, for a total of 1,960,785 Retail
                      Offer Shares, via the RetailBook platform. Retail investors, who participated
                      in the Retail Offer, were able to do so at the same Placing Price as all other
                      investors participating in the Capital Raise.

                      The Retail Offer was made available to existing shareholders and new investors
                      in the UK. Investors were able to participate through RetailBook's platform
                      via its partner network. Investors had the ability to participate in this
                      transaction through ISAs and SIPPs, as well as General Investment Accounts
                      (GIAs).The use of the RetailBook platform meant that, to the extent
                      practicable on the transaction timetable, eligible UK retail investors had the
                      opportunity to participate in the Capital Raise alongside institutional
                      investors.

                      Allocations in the Retail Offer were preferentially directed towards existing
                      shareholders in keeping with the principle of soft pre-emption.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES 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, 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. 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 Unites 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.

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.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "Prospectus Regulation") or the
Public Offers and Admissions to Trading Regulations 2024 (the "POATR") to be
published.

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
paragraph 15 of schedule 1 of the POATR 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, 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 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 will only be 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 Placed 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"). In South Africa, this Announcement is only being made
for information purposes to persons who are not 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 does not, nor does it intend to, constitute a "registered
prospectus" or an "advertisement", 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, this Announcement does not comply with the
substance and form requirements for a prospectus set out in the South African
Companies Act and the South African Companies Regulations of 2011 (as
amended), and has not 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, No. 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 Placed 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 is authorised and regulated in the
United Kingdom by the FCA. PSG Capital is authorised and regulated by the JSE.
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,
respectively, 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 or the South Africa Placing, the content of
this Announcement and other matters described in this Announcement and will
not be responsible to anyone (including any Placees and/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
or the South Africa Placing, the content of this Announcement or any other
matters referred to in this Announcement. Neither Bank, 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 Raise. 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.

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 or the POATR from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of the Financial
Services and Markets Act 2000, as amended does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raise 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.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and South Africa, 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 or South
Africa.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Banks will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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