First Day of Dealings
Dawnay, Day Sirius
01 May 2007
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
Dawnay, Day Sirius Limited announces Offer Size and
Commencement of Conditional Dealings
Dawnay, Day Sirius Limited (the 'Company'), the newly incorporated real estate
company established to acquire large mixed-use commercial real estate for
upgrading to flexible workspaces, today announces it has conditionally raised
€272 million through a placing of 272.2 million Ordinary Shares ('the Placing')
at a price of €1.00 per share. The market capitalisation of the Company, based
on the offer price at commencement of dealings will be approximately €300
million.
The Company intends to use the funds raised, together with existing and future
debt, to acquire a portfolio of assets worth up to approximately €750 million
over the next 12-18 months.
Conditional dealings are expected to commence at 8.00am on 1 May 2007 under the
ticker symbol 'DDS'. It is expected that Admission will become effective, and
that unconditional dealings in Ordinary Shares on AIM will commence at 8.00am on
4 May 2007.
JPMorgan Cazenove is acting as Nomad, sole financial adviser and joint broker to
the Company. KBC Peel Hunt is acting as joint broker to the Company.
Offer Statistics
Offer Price €1.00
Number of Offer Shares 272,200,000
Number of Ordinary Shares being issued to Staracre Limited* 27,800,000
Number of Ordinary Shares in issue immediately following
Admission 300,000,000
Market capitalisation at the Offer Price immediately following
Admission €300,000,000
Estimated net proceeds receivable by the Company €262,500,000
Note: Assuming no exercise of the over-allotment option.
* A company owned as to 50% by Marba Investment and as to 50% indirectly by
Frank and Kevin Oppenheim.
The Company has granted to JPMorgan Cazenove an over-allotment option pursuant
to which JPMorgan Cazenove may require the Company to issue up to a further
27,800,000 Ordinary Shares at the offer price.
Overview
• The Company, following Admission, is expected to acquire a portfolio of
20 properties in Germany with a combined lettable space totalling c.390,000
m2, independently valued by DTZ at €206 million (the 'Initial Portfolio').
The Initial Portfolio generates an aggregate annual net rental income of
approximately €13.0 million and a net initial yield of 6.3%
• In addition to the Initial Portfolio, the Company currently is in
varying stages of negotiations on a pipeline of potential acquisitions in
excess of €400 million, some of which may be completed in the near future.
The Company will have a target loan to value ratio of approximately 60% to
80% and will target an interest cover of 1.65 times. The Company's
investment criteria will focus on acquiring large mixed-used commercial real
estate assets in Germany suitable for upgrading into flexible workspace to
be leased to small and medium sized enterprises (SMEs).
• The Company will be externally managed by Dawnay, Day Sirius Real Estate
Asset Management Limited which will identify acquisition targets and provide
or procure the provision of real estate and portfolio management services to
the Company.
• The Company's principal objective is to generate total returns for
shareholders through the payment of semi-annual dividends and net asset
value growth, primarily through capital appreciation in, and rental income
from, the Company's portfolio. The Company's target payout ratio is 60% to
80% of its recurring profit.
• Staracre Limited, 50% owned by Marba Investment and 50% indirectly owned
by Frank and Kevin Oppenheim, is expected to acquire a shareholding of the
Company at Admission, representing an investment of 9.3% of the issued share
capital of the Company (assuming no exercise of the over-allotment option).
Marba Investment is a company incorporated in Luxembourg and owned as to 50%
by Peter Klimt and his immediate family and as to 50% indirectly by the
trustees of the Guy Naggar 1982 Settlement Trust.
• The Company is incorporated in Guernsey. The Board has five
non-executive directors including its Chairman, Dick Kingston (formerly
Finance Director of Slough Estates, now trading as SEGRO) and Dr Gerhard
Niesslein, Chief Executive Officer of De TeImmobilien, part of the Deutsche
Telekom Group.
Commenting on the fund raising and Admission to AIM, Dick Kingston, Chairman of
the Company said: 'We are very pleased by the response from institutional
investors to the fundraising and we look forward, as a public company, to
establishing market leadership in the provision and management of flexible
workspace in Germany.'
Further Enquiries
Sirius Facilities Group
Kevin Oppenheim 020 7861 0550
Alistair Marks
www.dawnaydaysirius.com
JPMorgan Cazenove
Robert Fowlds 020 7588 2828
Bronson Albery
Cardew Group
Tim Robertson 020 7930 0777
Shan Shan Willenbrock
Catherine Maitland
These materials are not for publication or distribution, directly or indirectly,
in, into or from the United States of America, Canada, Australia or Japan. These
materials do not constitute or form part of any offer or invitation to sell or
issue or any solicitation of any offer to purchase or subscribe for any
securities in any jurisdiction, nor shall it (or any part of it) or the fact of
its distribution form the basis of, or be relied upon in connection with, or act
as any inducement to enter into, any contract or commitment therefore.
The Offer and the distribution of this press release and other information in
connection with the listing and offer in certain jurisdictions may be restricted
by law and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Recipients of these materials who intend to purchase or subscribe for shares in
the Company following publication of a final admission document are reminded
that any such purchase or subscription must only be made solely on the basis of
the information contained in such admission document relating to the Company in
its final form.
The shares mentioned herein have not been, and will not be, registered under the
US Securities Act of 1933 (the 'Securities Act'), and may not be offered or sold
in the United States except pursuant to an exemption from the registration
requirements of the Securities Act. No public offer of the shares is being made
in the United States and the information contained herein does not constitute an
offering or securities for sale in the United States, Canada, Australia or
Japan. No money, securities or other consideration is being solicited and, if
sent in response to the information contained herein, will not be accepted.
This communication is directed only at persons in member states of the European
Economic Area who are qualified investors within the meaning of Article 2(1)(e)
of the Prospectus Directive (2003/7/EC) ('Qualified Investors'). This
communication is only directed at (i) persons who are outside the United Kingdom
or (ii) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or
(iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together with Qualified Investors being referred to as 'relevant
persons'). The securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, relevant persons. Any person who is not a relevant person
should not act or rely on this communication or any of its contents.
Some of the information in this press release may contain projections or other
forward-looking statements regarding future events or the future financial
performance of the Company. You can identify forward-looking statements by terms
such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will',
'could', 'may' or 'might' or other similar expressions. The Company wishes to
caution you that these statements are only predictions and those actual events
or results may differ materially. The Company does not intend to update these
statements to reflect events and circumstances occurring after the date hereof
or to reflect the occurrence of unanticipated events. Many factors could cause
the actual results to differ materially from those contained in projections or
forward-looking statements of the Company, including risks specifically related
to the Company and its operations.
This does not constitute a recommendation concerning the Offer. The value of
shares can go down as well as up. Past performance is not a guide to future
performance. Potential investors should consult a professional advisor as to the
suitability of any offering for the individual concerned.
JPMorgan Cazenove Limited ('JPMorgan Cazenove'), which is authorised and
regulated by the Financial Services Authority, is acting for the Company and no
one else in connection with the Offer, and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients nor
for providing advice in connection with the Offer.
Stabilisation/FSA.
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