Result of Placing

RNS Number : 3335I

Sirius Real Estate Limited

20 March 2018

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND 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 ANYOTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

20 March 2018

Sirius Real Estate Limited

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

Results of Placing to raise approximately £35 million

Sirius Real Estate, a leading operator of branded business parks providing conventional space and flexible workspace in Germany, is pleased to announce that 58,333,333 ordinary shares (the "Placing Shares") have been placed with institutional and other investors and were placed at a price of 60 pence per share via an accelerated bookbuild (the "Placing"). Berenberg, Peel Hunt and PSG Capital have acted as joint bookrunners ("Joint Bookrunners) in connection with the Placing. The Placing raised approximately £35 million before expenses. The Placing was significantly oversubscribed.

The Placing Price is 60 pence per share, a premium of 7.9% to the last reported adjusted NAV¹ per share and a discount of 2.76% to the intra-day price at 1.15pm (being the time the placing price was agreed).

Application will be made for the admission of 58,333,333 ordinary shares to the London Stock Exchange Plc ("LSE"), to be admitted to listing on the premium segment of the Official List of the Financial Conduct Authority and to be listed on the main board of the Johannesburg Stock Exchange ("JSE") ("Admission"). It is expected that admission will become effective at commencement of trading on 28 March 2018, which reflects the earliest date at which the shares can be admitted to the main board of the JSE, and consequently the LSE, and that dealing in the Placing Shares will commence at that time. The shares shall rank pari passu with the existing issued ordinary shares of the Company.

Andrew Coombs, Chief Executive of Sirius, said, "We are delighted by the support for this Placing from both existing and new investors and we are confident that the new funds will be a key factor in generating increased future returns for all shareholders through the acquisition of the target pipeline."

¹ Reported adjusted NAV as at 30 September 2017 of 63.40c applied to the current GBPEUR FX rate of 1.1402.

-Ends-

Enquiries:

Sirius Real Estate Andrew Coombs, CEO Alistair Marks, CFO	[phone]
Berenberg (UK Joint Broker) Chris Bowman Toby Flaux Marie Stolberg	[phone]
Peel Hunt (UK Joint Broker) Capel Irwin Carl Gough Harry Nicholas	[phone]
PSG Capital (South Africa Broker) Willie Honeyball Johannes Human Thulani Madinginye	[phone]
Novella (Financial PR) Tim Robertson Toby Andrews	[phone]

The Appendices set out further information relating to the Placing and the terms and conditions of the Placing.

This Announcement should be read in its entirety.  In particular, investors should read and understand the information provided in the "Important Notices" section of this Announcement.

About Sirius

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.

Important Notice

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is and authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the Financial Conduct Authority. Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial Conduct Authority. Each of Berenberg and Peel Hunt is acting solely for the Company in relation to the Bookbuild and no-one else and neither Berenberg nor Peel Hunt will be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

PSG Capital Proprietary Limited ("PSG Capital") is acting solely for the Company in relation to the Bookbuild in South Africa and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of PSG Capital nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

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 in the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") 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 release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada or Japan or any other 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 Placing Shares in the United States or to US Persons (as such term is defined in the Securities Act), Australia, Canada or Japan or any other 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. No public offering of the shares referred to in this announcement is being made in Australia, Canada or Japan or any other 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "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, Berenberg, Peel Hunt or PSG Capital or their respective directors, officers, 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, Peel Hunt or PSG Capital or by any of their affiliates or agents 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 therefore 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 the 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 Placing Shares.

Members of the public are not eligible to take part in the Placing. This announcement is addressed only to and directed only at: (a) persons in the United Kingdom who are 'Qualified Investors' falling within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in the UK) who (i) have professional experience in matters relating to investments falling within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (b) persons to whom it may otherwise be lawfully communicated. Insofar as this announcement relates to investors in South Africa, it is directed only at persons in South Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act or (ii) subscribe for Placing Shares for a minimum acquisition cost of R1 000 000 for single addressee acting as principal , as envisaged in section 96(1)(b) of the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such persons in contemplated in (a) or (b) and the South-African Eligible Investors are together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to and will be engaged in only with Relevant Persons.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as define in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market, Assessment, Peel Hunt and Berenberg have only procured investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

By participating in the Bookbuild, placees and prospective placees will be deemed to have read and understood this announcement in its entirety.

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.

 

END

 

 

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