Results of Capital Raise

RNS Number : 7080R

Sirius Real Estate Limited

08 November 2021

 

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: GG00B1W3VF54

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 OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL .

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

8 November 2021

Sirius Real Estate Limited

Results of Capital Raise

Sirius Real Estate Limited (the "Company" and together with its subsidiaries, "Sirius" or the "Group"), the leading owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany, is pleased to announce the result of the Capital Raise announced earlier today, the net proceeds of which will be used to part fund the acquisition of Helix Investments Limited (the holding company of the BizSpace business) ("BizSpace") from Värde Partners for a cash consideration of c.£245m, based on an enterprise value of £380m (the "Acquisition"). Terms capitalised but not defined in this announcement have the meaning given to them in the announcement by the Company earlier today.

The Capital Raise will in aggregate comprise the issue of 105,281,686 new Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of £137m. The Offer Price of 130 pence represents a discount of approximately 6 per cent. to the closing share price of 138 pence on Friday, 5 November 2021 and approximately 1 per cent. to the thirty-day volume weighted average price on the JSE of 131 pence as at 5 November 2021. The Offer Shares represent approximately 10 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), HSBC Bank plc ("HSBC"), Panmure Gordon (UK) Limited ("Panmure Gordon") and Peel Hunt LLP ("Peel Hunt" and together with Berenberg, HSBC and Panmure Gordon, the "Banks") are acting as joint global co-ordinators and bookrunners in respect of the Placing. PSG Capital is acting as sole bookrunner and placing agent in respect of the South Africa Placing. HSBC is also acting as sole financial adviser in respect of the Acquisition.

The Company consulted with a number of its shareholders prior to the Capital Raise and has respected the principles of pre-emption through the allocation process. The Company is pleased by the strong support it has received from new and existing shareholders.

Application has been made for the admission of the Offer Shares to listing on the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities (together, "UKAdmission") and will be made to listing and trading on the main board of the exchange operated by JSE ("JSE Admission" and together with UK Admission, "Admission"). UK Admission is expected to become effective at 8.00 a.m. (London time) on 12 November 2021 or such later date as the Banks and the Company may agree being no later than 8.00 a.m. (London time) on 19 November 2021. JSE Admission is expected to become effective at 9.00 a.m. (Johannesburg time) on 12 November 2021 or such later date as the Banks and the Company may agree being no later than 9.00 a.m. (Johannesburg time) on 19 November 2021.

Following Admission, the total number of Ordinary Shares in issue in the Company will be 1,169,465,925. The Company does not hold any shares in treasury and, therefore, following Admission, the number of voting shares in issue in the Company will be 1,169,465,925. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

The Capital Raise is conditional on, inter alia (i) the Placing Agreement not having been terminated in accordance with its terms, (ii) the Acquisition Agreement not having been terminated prior to UK Admission and (iii) UK Admission and JSE Admission occurring

The Placing Agreement contains customary representations, warranties and undertakings from the Company in favour of the Banks relating to the Group and its business. In addition, the Company has agreed to indemnify the Banks and their affiliates in relation to certain liabilities they may incur in respect of the Placing and the applications for UK Admission and JSE Admission. The Banks can terminate the Placing Agreement at any time prior to Admission in certain customary circumstances, including in the event of a breach of the Company's representations and warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or the occurrence of a Material Adverse Change.

Lock-up

Pursuant to the Placing Agreement, the Company has agreed to a lock-up pursuant to which it has undertaken to the Banks that at any time between the date of the Placing Agreement and 120 days after the date of Admission it will not, and will procure that no Group Company will, without the prior written consent of the Banks (i) directly or indirectly, issue, allot, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares; or (ii) enter into any swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, subject to certain customary exceptions.

Management participation

Under the rules and regulations of the JSE, Directors are prohibited from subscribing for new shares under the Capital Raise. However, Andrew Coombs (Chief Executive Officer) has confirmed his intention to purchase existing Ordinary Shares in the market to the value of £1m as soon as practicable following the release of this announcement.

Smaller related party transactions (only for purposes of the Listings Rules in the UK)

abrdn and BlackRock are substantial shareholders of the Company and therefore related parties for the purposes of the Listing Rules.

abrdn's subscription for 13,400,000 Offer Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £17m, constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10 R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c). Following completion of the Capital Raise abrdn will hold approximately 12.5% of the enlarged issued share capital of the Company.

BlackRock's subscription for 16,000,000 Offer Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £21m, constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10 R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c). Following completion of the Capital Raise BlackRock will hold approximately 10.8% of the enlarged issued share capital of the Company.

As the above-mentioned current shareholdings are held via separate underlying funds of abrdn and BlackRock, respectively, abrdn and BlackRock are, in the circumstances, not considered non-public shareholders or related parties of the Company in terms of the JSE Limited Listings Requirements

For further information, contact:

Enquiries:

Sirius Real Estate

Andrew Coombs, CEO / Alistair Marks, CFO

[phone]

HSBC (Sole Financial Adviser, Joint Global Co-ordinator)

Anthony Parsons / Keith Welch / Simon Alexander / Alex Thomas

[phone]

Berenberg  (Joint Broker, Joint Global Co-ordinator)

Chris Bowman / Toby Flaux / Richard Bootle / Ben Burnett

Tel: [phone]

Peel Hunt  (Joint Broker, Joint Global Co-ordinator)

IBD - Capel Irwin / Carl Gough / Henry Nicholls

ECM - Jock Maxwell Macdonald / Sohail Akbar

Tel: [phone]

Panmure Gordon (Investor Relations, Joint Global Co-ordinator)
Dominic Morley / Chloe Ponsonby

Tel: [phone]

PSG Capital (SA Advisor)

Johan Holtzhausen

Tel: [phone]

FTI Consulting (Financial PR)

Richard Sunderland / Claire Turvey / James McEwan / Talia Jessener

Tel: [phone]

About Sirius Real Estate Limited

Sirius is a property company listed on the main market and premium segment of the London Stock Exchange and the main board of the JSE. It is a leading operator of branded business parks providing conventional space and flexible workspace in Germany. The Company's purpose is to create and manage optimal workspaces that empower small and medium-sized businesses to grow, evolve and thrive. Sirius seeks to unlock the potential of its people, its properties, and the communities in which it operates, so that together we can create sustainable impact, and long-term financial and social value.

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.

Sirius also has a venture with clients represented by AXA IM Alts. Titanium was formed through the acquisition by AXA IM Alts, on behalf of its clients, from Sirius, of a 65% stake in five business parks across Germany. Sirius retained the remaining 35%. The venture seeks to grow primarily through the acquisition of larger stabilised business park assets and portfolios of assets with strong tenant profiles and occupancy. As well as its equity interest, Sirius acts as operator of the assets in the venture, on a fee basis. Sirius will continue to grow its wholly owned portfolio through acquisitions of more opportunistic assets, where it can capitalise on its asset management expertise to maximise utilisation of the space, grow occupancy and improve quality of the tenants. The strategies have been clearly defined so that the venture does not conflict with Sirius's existing business.

www.sirius-real-estate.com

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") (OTHER THAN PURSUANT TO CERTAIN EXEMPTIONS), AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Offer Shares is being made in any such jurisdiction.

No action has been taken by the Company, any of the Banks or PSG Capital or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Banks and PSG Capital to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "Prospectus Regulation") or Regulation (EU) No 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation") to be published.

The Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. The Offer Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the case of the Placing Shares only, in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") and who have delivered to the Company and the Banks a US Investor Letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Offer Shares will be made in the United States or elsewhere.

The Capital Raise has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raise, or the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offence in the United States.

Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area (the "EEA"), this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2I of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2I of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will be engaged in only with such persons. This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Offer Shares and the Offer Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Accordingly, the Offer Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada or Japan or any other jurisdiction in which such activities would be unlawful.

In South Africa, the South Africa Placing has only been made by way of a private placement of Ordinary Shares to selected persons (i) falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 2008 (the "South African Companies Act"); or (ii) acting as principal, acquiring PSG Placed Shares for a total contemplated acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Eligible Investors"). This Announcement is only being made available to such South African Eligible Investors. Accordingly (i) the South Africa Placing is not an "offer to the public" as contemplated in the South African Companies Act; (ii) this Announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement", as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission (the "CIPC") in respect of the South Africa Placing. As a result, this Announcement does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act, 2008 and the South African Companies Regulations of 2011, and has not been approved by, and/or registered with, the CIPC, or any other South African authority.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended (the "FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the PSG Placed Shares or in relation to the business or future investments of the Company, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this Announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Banks, PSG Capital their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA, the London Stock Exchange or the JSE.

Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA in the United Kingdom. HSBC is authorised by the Prudential Regulation Authority ("PRA") in the United Kingdom and regulated in the United Kingdom by the PRA and FCA. Panmure Gordon is authorised and regulated in the United Kingdom by the FCA. Peel Hunt is authorised and regulated in the United Kingdom by the FCA. PSG Capital is authorised and regulated by the Johannesburg Stock Exchange. Each Bank and PSG Capital is acting exclusively for the Company and no one else in connection with the Placing and the South Africa Placing, as applicable, the contents of this Announcement and other matters described in this Announcement. No Bank or PSG Capital will regard any other person as its client in relation to the Placing and the South Africa Placing, as applicable, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees or SA Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing and the South Africa Placing, as applicable, the content of this Announcement or any other matters referred to in this Announcement.

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 any Bank or PSG Capital or by any of its affiliates or any person acting on their behalf 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.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Capital Raise. Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Offer Shares will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than the London Stock Exchange and the JSE.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK 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 Placing Shares 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 defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) 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, the Banks will only procure 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 or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

JSE Sponsor

PSG Capital

 

END

 

 

ROIFSMFMAEFSELF