REG - Sirius Real Estate - Results of Retail Offer

Sirius Real EstateAnnouncement

12/07/2024 07:00

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RNS Number : 1325W  Sirius Real Estate Limited  12 July 2024

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 (mailto:SabreRealEstate@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
(http://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.

 

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