Private Placement

RNS Number : 6779Y

Sirius Real Estate Limited

07 March 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

7 March 2017

Sirius Real Estate Limited

("Sirius Real Estate", "Sirius" or the "Company")

Private Placement

Sirius Real Estate, a leading operator of branded business parks providing conventional space and flexible workspace in Germany, is pleased to announce the private placement, subject to completion, ("Private Placement") of 25,989,778 new ordinary shares ("Private Placement Shares") to a single UK institution to raise approximately £13.0 million (€15 million¹) (before expenses) to be invested in the Company's acquisition programme.

The Placing Price will be 50 pence per share (c.7.95 equivalent price in Rand per share²), a premium to adjusted NAV³ of 6.95% and a discount of 3.8% to yesterday's closing mid-market price of 52 pence per share.

Berenberg has been appointed sole bookrunner in respect of the Private Placement.

Application will be made for the Private Placement Shares to be admitted to trading on the main market of the London Stock Exchange Plc, to be admitted to listing on the premium segment of the Official List of the UK Listing Authority and to be listed on the main board of the Johannesburg Stock Exchange ("Admission").

The Private Placement is conditional on, inter alia, Admission. It is expected that Admission of the Private Placement Shares, which will rank pari passu to existing ordinary shares in the Company in all respects, will occur on or around 21 March 2017; at 8 a.m. (GMT) on the LSE and at 9 a.m. (SAST) on the JSE.

The Private Placement Shares represent approximately 3.0% of Sirius Real Estate's issued ordinary share capital prior to the Private Placement. Following the issue of the Private Placement Shares, the total number of voting rights in the Company will be 877,786,535, the number of shares in treasury shall be 1,062,058 and the total number of ordinary shares in issue (including those in treasury) will be 878,848,593.

Andrew Coombs, Chief Executive, said, "The German property market is benefiting from an increase in activity driven by a number of economic and political factors, as well as the continuing favourable lending conditions.  We are seeing a strong flow of sites that fit within our specialist area of expertise and where we are confident of adding significant value.  

"Today's announcement stems from significant demand from a particular institution whom we are delighted to welcome to the register, and as a result of which we intend to pull forward the completion of our Cologne acquisition.  This also allows us to accelerate our further investment programme with certain assets in our pipeline, ahead of the completion of our Rupert Mayer Strasse business park disposal in Munich.

"We very much hope that strong institutional demand for our shares will continue, resulting in an enhanced investor base and assisting in our aim to qualify for some of the indices potentially open to us since the move to the main market and premium listing in London and main board in Johannesburg yesterday.  2017 has started well for Sirius and we look forward to providing further updates as the year progresses."

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

1 The Company has entered into hedging arrangements for the placing funds at a GBP:EUR FX rate of 1.1543.

2 Based on GBP:ZAR FX rate of 15.9.

3 Reported adjusted NAV per share as at 30 September 2016 of 55.62c less the dividend paid in January 2017 of 1.39c and current GBP:EUR FX rate of 1.16.

- Ends -

For further information:

Sirius Real Estate                                                                             [phone]             

Andrew Coombs, CEO

Alistair Marks, CFO        

Berenberg                                                                                          [phone]

Chris Bowman

Mark Whitmore

Novella                                                                                                [phone]

Tim Robertson

Toby Andrews

Important notice

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the Financial Conduct Authority, are acting solely for the Company in relation to the Private Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Private Placing or any other matter referred to in this announcement.

This announcement and the information contained herein is restricted and is 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 jurisdiction into which the publication or distribution would be unlawful.

This announcement is for information purposes only and does 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 Private Placement Shares in the United States (as such term is defined in the US Securities Act  of 1933, as amended (the "Securities Act"), Australia, New Zealand, Canada or Japan or any jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The securities have not been and will not be registered under the Securities Act and may not be offered, sold or transferred, directly or indirectly, within the United States unless registered under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. No public offering of the shares referred to in this announcement is being made in the United States, Australia, New Zealand, Canada or Japan or any jurisdiction in which such public offering would be unlawful.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "confident", "aim", "hope", "believe", "estimate", "plan", "project", "anticipate", "expect", "intend", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the directors ("Directors") of the Company concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.

These forward-looking statements speak only as at the date of this document. Save as required by applicable law or regulation, or by the Listing Rules, Prospectus Rules, the Disclosure and Transparency Rules and the JSE Listing Requirements, none of the Company, its agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in the Directors' expectations or to reflect events, conditions or circumstances after the date of this announcement or otherwise, and none of the Company or Berenberg or their respective directors, officers, unlimited partners, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this document or to correct any inaccuracies in any such information which may become apparent or to provide you with additional information.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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 Berenberg or by any of its directors, officers, unlimited partners, employees, agents, affiliates or advisers 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 therefor is expressly disclaimed.

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 shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Private Placement Shares.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in or forms part of this announcement.

About Sirius Real Estate

Sirius is a property company listed on the main market and premium segment of the London Stock Exchange and the main board of the Johannesburg Stock Exchange.  It is a leading operator of branded business parks providing conventional space and flexible workspace in Germany. The Company's core strategy is the acquisition of business parks at attractive yields, the integration of these business parks into its network of sites under the Company's own name as well as offering a range of branded products within those sites, and the reconfiguration and upgrade of existing and vacant space to appeal to the local market, through intensive asset management and investment. The Company's strategy aims to deliver attractive returns for shareholders by increasing rental income and improving cost recoveries and capital values, as well as by enhancing those returns through financing its assets on favourable terms. Once sites are mature and net income and values have been optimised, the Company may take the opportunity to refinance the sites to release capital for investment in new sites or consider the disposal of sites in order to recycle equity into assets which present greater opportunity for the asset management skills of the Company's team.

www.sirius-real-estate.com

 

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