REG - Sirius Real Estate - Retail Offer by PrimaryBid

Sirius Real EstateAnnouncement

08/11/2021 07:05

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RNS Number : 5762R  Sirius Real Estate Limited  08 November 2021

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (EUR) Share Code: ESRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: ISIN GG00B1W3VF54

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

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 IN ANY JURISDICTION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

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).

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.

8 November 2021

 

Sirius Real Estate Limited

("Sirius" or the "Company")

Retail Offer by PrimaryBid

Sirius Real Estate Limited (LON: SRE), the owner and operator of branded
business and industrial parks providing conventional space and flexible
workspace in Germany, is pleased to announce a conditional offer for
subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of no
par value ("Ordinary Shares") in the Company (the "Retail Offer Shares"). The
Company is also conducting a placing of new Ordinary Shares by way of an
accelerated bookbuild process (the "Placing") as announced earlier today. The
Company is further conducting a placing in South Africa (the "South Africa
Placing", together with the Retail Offer and Placing, the "Capital Raise").

The price at which the new Ordinary Shares to be issued pursuant to the
Placing and South Africa Placing are to be placed will be determined following
the closing of the accelerated bookbuild process (the "Offer Price"). The
issue price for the Retail Offer Shares will be the Offer Price.

The Company has also announced today that it has agreed to acquire Helix
Investments Limited (the holding company of the Bizspace business)
("Bizspace"), from Värde Partners for a cash consideration of c.£245m based
on an enterprise value of £380m (the "Acquisition"). BizSpace is a provider
of regional flexible workspace, offering light industrial, workshop, studio
and out of town office units to a wide range of businesses across the UK.

The Retail Offer is conditional on completion of the Placing and the South
Africa Placing and the new Ordinary Shares to be issued pursuant to the Retail
Offer, the Placing and the South Africa Placing being admitted to trading on
the premium segment of the Official List of the Financial Conduct Authority
and to trading on London Stock Exchange's main market for listed securities
(together, "Admission") and to listing and trading on the Main Board of the
Johannesburg Stock Exchange (the "JSE") (together, "JSE Admission"). Admission
is expected to become effective at 8.00 a.m. (GMT) on 12 November 2021. JSE
Admission is expected to become effective at 10.00 a.m. (SAST) on 12 November
2021. The Retail Offer will not be completed without the Placing and the
South Africa Placing also being completed.

The Acquisition consideration will be funded via a combination of new and
existing debt together with the proceeds of the Capital Raise.

Details of the Retail Offer

The Company values its retail investor base, which has supported the Company
alongside institutional investors over several years. Given the longstanding
support of retail shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to participate
in the Retail Offer and is therefore pleased to provide private and other
investors the opportunity to participate in the Retail Offer by applying
exclusively through the PrimaryBid mobile app available on the Apple App Store
and Google Play. PrimaryBid does not charge investors any commission for this
service.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual
and institutional investors following the release of this announcement. The
Retail Offer is expected to close at the same time as the bookbuild. The
Retail Offer may close early if it is oversubscribed.

The Retail Offer is made under the exemptions against the need for a
prospectus allowed under the 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. The
Retail Offer is not being made into any jurisdiction other than the United
Kingdom.

There is a minimum subscription of £250 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app.

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 Retail Offer without giving any reason for such
rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid at enquiries@primarybid.com. The terms and conditions on
which the Retail Offer is made, including the procedure for application and
payment for Retail Offer Shares, is available to all persons who register with
PrimaryBid.

The Retail Offer Shares 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 Company's existing Ordinary Shares, as well as the new
Ordinary Shares to be issued pursuant to the Placing and the South Africa
Placing.

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 Retail Offer Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com before making a decision to subscribe
for Retail Offer Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as the Retail
Offer Shares if they are in any doubt.

 

 Sirius Real Estate Limited     +49 (0) 30 2850 10 110

 Andrew Coombs - CEO

 Alistair Marks - CFO

 PrimaryBid Limited             enquiries@primarybid.com

 Fahim Chowdhury / James Deal

Important Notices

THIS ANNOUNCEMENT 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, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES") (OTHER THAN PURSUANT TO CERTAIN EXEMPTIONS), AUSTRALIA, NEW ZEALAND,
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 FINANCIAL CONDUCT
AUTHORITY (THE "FCA") OR THE LONDON STOCK EXCHANGE (THE "LSE"), NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.

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, New
Zealand, South Africa, Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Retail Offer Shares is being made in
any such jurisdiction.

No action has been taken by the Company or any person acting on its or their
behalf or any of their respective affiliates that would permit an offer of the
Retail Offer Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Retail Offer Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required 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 to be published in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "Prospectus
Regulation") or Regulation (EU) No 2017/1129 (as amended) as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation").

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. The Retail Offer Shares will be
offered and sold only outside of the United States in "offshore transactions"
(as such term is defined in Regulation S under the Securities Act) pursuant to
Regulation S and otherwise in accordance with applicable laws. No public
offering of securities will be made in the United States or elsewhere.

The Retail Offer has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this presentation. Any representation to the contrary is a criminal offence in
the United States.

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. 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 Company'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, its 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 LSE or the JSE.

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 information is provided by RNS, the news service of the London Stock
Exchange. RNS is approved by the Financial Conduct Authority to act as a
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relating to the use and distribution of this information may apply. For
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