REG - Sirius Real Estate - Retail Offer by PrimaryBid

Sirius Real EstateAnnouncement

11/07/2024 16:00

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RNS Number : 1087W  Sirius Real Estate Limited  11 July 2024

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.

THIS ANNOUNCEMENT IS BEING PUBLISHED ON THE JSE'S STOCK EXCHANGE NEWS SERVICE
(SENS), FOR INFORMATION PURPOSES ONLY. THE RETAIL OFFER IS ONLY MADE AVAILABLE
TO RETAIL INVESTORS IN THE UNITED KINGDOM AND IS NOT BEING MADE INTO SOUTH
AFRICA. NOTHING HEREIN SHALL CONSTITUTE OR FORM A PART OF ANY OFFER,
INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES
IN SOUTH AFRICA.

 

 

11 July 2024

 

 Sirius Real Estate Limited

("Sirius" or the "Company")

Retail Offer by PrimaryBid

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

●   The Offer Price for the new Ordinary Shares is 94 pence per new
Ordinary Share, representing a discount of 3.5 per cent to the closing
mid-price of the Company's existing Ordinary Shares on 10 July 2024;

● Investors can 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;

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

●   The new Ordinary Shares to be issued pursuant to the Retail Offer, the
Placing, the South Africa Placing and the Subscription will be sold at the
Offer Price;

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

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

The Retail Offer

Sirius Real Estate Limited (LON: SRE), the owner and operator of branded
business parks, industrial complexes and out of town offices in Germany and
the United Kingdom is pleased to announce, a conditional offer for
subscription of new ordinary shares of no par value each in the capital of the
Company ("Ordinary Shares") via PrimaryBid (the "Retail Offer") at an Offer
Price of 94 pence per new Ordinary Share (the "Offer Price"), being a discount
of 3.5 per cent to the closing mid-price of the Company's existing Ordinary
Shares on 10 July 2024. The Company has announced that it conducted a placing
of new Ordinary Shares at the Offer Price by way of an accelerated
bookbuilding process as announced on 10 July 2024 which was made available to
institutional investors (the "Placing") and to selected qualifying investors
in South Africa (the "South Africa Placing"). Certain directors and persons
discharging managerial responsibilities of the Company have also subscribed
for new Ordinary Shares at the Offer Price (the "Subscription" together with
the Placing, the South Africa Placing and Retail Offer, the "Capital
Raising").

The Company announced the results of the Capital Raising (excluding the Retail
Offer) earlier today, and the Placing, South Africa Placing and Subscription
components of the Capital Raising will in aggregate comprise the issue of
159,574,468 new Ordinary Shares (the "Offer Shares"), which will raise gross
proceeds of £150 million. The Offer Shares represent approximately 11.8 per
cent. of the existing issued ordinary share capital of the Company prior to
the Capital Raising.

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Offer Shares 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 ("UK Admission") and to listing and trading on the
JSE ("JSE Admission"). UK Admission is expected to take place at 8.00 a.m. on
16 July 2024. The Retail Offer will not be completed without the Placing and
the South Africa Placing also being completed.

The Company will apply the funds raised to execute its ongoing acquisition
strategy.

Reason for the Retail Offer

While the Capital Raising has been structured as a non-pre-emptive offer 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 Retail Offer in line with the Pre-Emption
Group guidelines.

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. A list of
PrimaryBid's distribution partners can be found here
(https://www.primarybid.com/uk/investors-broker-list) .

Some partners may only accept applications from existing shareholders and/or
existing customers.

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

The Retail Offer will open to investors resident and physically located in the
United Kingdom following the release of this Announcement. The Retail Offer is
expected to close at 8 p.m. later today and may close early if it is
oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail
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 Retail Offer without giving any reason for such
rejection.

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

The new Ordinary Shares to be issued pursuant to the Retail 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 and the Company's existing Ordinary Shares.

Brokers wishing to offer their customers access to the Retail 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

 Andrew Coombs, CEO / Chris Bowman, CFO     (via FTI)

 PrimaryBid Limited                         enquiries@primarybid.com

 Nick Smith/James Deal

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

 Richard Sunderland / Ellie Sweeney /       SiriusRealEstate@fticonsulting.com (mailto:SiriusRealEstate@fticonsulting.com)

 James McEwan / Talia Shirion

 

Important notices

It is a term of the Retail Offer that the aggregate value of the new Ordinary
Shares available for subscription at the Offer Price does not exceed
£2,500,000.

The Retail 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).

It is important to note that while the prospectus prepared by the Company
dated 11 July 2024 (the "Prospectus") contains important information relating
to the Company and UK Admission (including various risk factors and an
operating and financial review), it was prepared by the Company solely in
connection with admission of the new Ordinary Shares. It was not prepared in
connection with the Retail Offer and does not form part of the Retail Offer
materials.

The Retail 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, the Republic of South Africa, 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 contact their
investment platform, retail broker or wealth manager for details of any
relevant risk warnings. 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.

 

END

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