Notice of EGM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS TO BE PUBLISHED BY SIRIUS REAL ESTATE LIMITED IN CONNECTION WITH THE PROPOSED MOVE TO THE MAIN MARKET.
25 January 2017
Sirius Real Estate Limited
("Sirius Real Estate", "Sirius" or the "Company")
AIM Cancellation, move to the Main Market and
Notice of Extraordinary General Meeting
Further to previous announcements, Sirius Real Estate, a leading operator of branded business parks providing conventional space and flexible workspace in Germany, confirms its intention to apply for admission to listing of its Ordinary Shares on the premium segment of the Official List of the UK Listing Authority (the "Official List") and admission to trading on the main market of the London Stock Exchange plc (the "UK Admission"). The Company has also applied and received approval for the transfer of its Ordinary Shares from trading on AltX of the Johannesburg Stock Exchange ("JSE") to trading on the JSE's Main Board for listed securities (the "JSE Transfer").
Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on both the AIM market of the London Stock Exchange plc ("AIM") and the AltX market of JSE.
The Directors believe that the UK Admission and the JSE Transfer will:
· provide a more appropriate platform for the continued growth of the Group and further raise its profile and status as a high quality real estate business;
· place the Company in a better position to achieve improved liquidity in its Ordinary Shares due to the higher number of institutional investors who regularly trade in shares of companies admitted to the Main Market and the Main Board and the higher profile of such companies;
· facilitate the longer term ambitions of the Company, increase its appeal to a broader range of international investors and, subject to meeting the relevant criteria, allow the Company to benefit from inclusion in certain indices; and
· further develop the Company's corporate governance, regulatory and reporting disciplines.
In order to be eligible to be included in certain indices, the Ordinary Shares will need to be traded on the Main Market in Pounds Sterling. The Directors have therefore determined that it is in the best interests of the Shareholders to change the trading currency of the Ordinary Shares from Euros to Pounds Sterling on the London Stock Exchange, and this change will take place on and from the date of UK Admission. The Ordinary Shares will continue to be traded in Rand on the JSE. Dividends on the Ordinary Shares held by Shareholders on the UK Shareholder Register will be paid in Euros or, at the option of the relevant Shareholder, in Pounds Sterling. Dividends on the Ordinary Shares held by Shareholders on the SA Share Register will continue to be paid in Rand.
Further information regarding the proposed UK Admission and the JSE Transfer can be found in the Prospectus, a copy of which will be available on the Company's website at www.sirius-real-estate.com and via the National Storage Mechanism as soon as it is published (which is currently expected to be on or about 27 January 2017). Copies of the Prospectus will also be available at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London, SE1 2AQ.
It is expected that the Company's Ordinary Shares will be admitted to the Official List, commence trading on the Main Market and simultaneously be cancelled on AIM and that JSE Transfer will take effect on or around 6 March 2016, subject to the receipt of the necessary approvals from the UK Listing Authority, the London Stock Exchange and the resolutions being passed by the Shareholders at the Extraordinary General Meeting referred to below.
Circular and Notice of Extraordinary General Meeting
In order to proceed with Admission, a circular will today be posted to Shareholders (the "Circular"), the purpose of which is to allow Shareholders to vote on the adoption of new articles of association which reflect the enhanced legal and regulatory requirements of the Main Market, to approve the UK Admission and JSE Transfer and to authorise the Directors to disapply pre-emption rights and allot ordinary shares for cash (together, the "Resolutions"). The Extraordinary General Meeting ("EGM") is to be held at 33 St James's Square, London SW1Y 4JS at 2.00 p.m. (UK time) and 4.00 p.m. (South African time) on 23 February 2017 for the purposes of seeking shareholder approval to the Resolutions.
A copy of this circular is available on the company's website: www.sirius-real-estate.com
All capitalised terms in this announcement have the meaning given to them in the Circular, unless otherwise defined herein.
A further announcement will be made in due course.
Enquiries:
Sirius Real Estate +49 (0)30 285010110
Andrew Coombs, CEO
Alistair Marks, CFO
Peel Hunt +44 (0)20 7418 8900
Capel Irwin
Edward Fox
Canaccord Genuity Limited +44 (0)20 7523 8000
Bruce Garrow
Chris Connors
Ben Griffiths
PSG Capital +27 (0)21 887 9602
David Tosi
Willie Honeyball
Novella +44 (0)20 3151 7008
Tim Robertson
Toby Andrews
This information is provided by RNS
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