Results of Private and Secondary Placement

RNS Number : 0308B

Sirius Real Estate Limited

13 June 2016

 



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 OR TO US PERSONS, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

13 June 2016

Sirius Real Estate Limited

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

Results of Private and Secondary Placement and Directors Shareholdings

Sirius Real Estate, the leading operator of branded business parks providing conventional and flexible workspace to the German market, announced the successful completion of the private placement and secondary placement bookbuild on Friday 10 June 2016. As announced, the book was significantly oversubscribed. A total of up to 66,200,000 ordinary shares were available for subscription ("Private Placement") or acquisition ("Secondary Placement") for which the Company received bids for 169,396,165 ordinary shares (in respect of both the Private Placement and the Secondary Placement) and the book cleared at €0.53 (fifty three Euro cents). Given the strength of the book and the opportunities available, the Board has used its discretion to increase the amount to be raised by the Company in terms of the Private Placement from €20 million to €30 million.

Accordingly, in terms of the Private Placement a total of 56,603,774 new Ordinary Shares in Sirius Real Estate (the "Private Placement Shares") were placed raising gross proceeds of €30 million. The Private Placement Shares will be issued at a price of €0.53 (fifty three Euro cents) per share and the Rand/Euro exchange rate to be used by investors participating through the AltX market of the Johannesburg Stock Exchange is ZAR17.199 to EUR1.00, which is the rate secured by the Company through a forward ZAR/EUR exchange rate contract. The Private Placement Shares being issued represent, in aggregate, approximately 7.5 per cent. of Sirius Real Estate's issued ordinary share capital prior to the Private Placement.

Application will be made for the 56,603,774 Private Placement Shares to be admitted to trading on the AIM market of the London Stock Exchange Plc and to be listed on the AltX of the Johannesburg Stock Exchange ("Admission"). The Private Placement is conditional, inter alia, on Admission becoming effective. It is expected that Admission of the Private Placement Shares will become effective and that dealings will commence in the Private Placement Shares on 21 June 2016 at 8 a.m. (BST) on AIM and at 9 a.m. (CAT) on AltX.

Following Admission, the total number of voting rights in the Company will be 808,902,269, 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 809,964,327.  

The new funds will support the acquisition of a new portfolio of 3 business parks and the refinancing of an existing €39.6 million facility currently with an interest rate of 2.68% and a 3.5 year remaining term, with a new €77 million 7-year bank facility with an expected fixed interest rate of around 1.6% with the same lender.  The acquisition of the three business parks is expected to generate an IRR over 5 years of more than 15%.  The Company has identified further acquisition opportunities which it will now also pursue with the increased Private Placement proceeds.

Secondary Placement

In addition, in terms of the Secondary Placement a total of 27,000,000 Ordinary Shares in Sirius Real Estate (the " Secondary Placement Shares") were placed by PSG Capital with South African investors as part of the Secondary Placement. The Secondary Placement Shares will be sold at a price of €0.53 (fifty three Euro cents) per share and the Rand/Euro exchange rate to be used by investors participating through the AltX market of the Johannesburg Stock Exchange is ZAR17.199 to EUR1.00.

Neither the Private Placement Shares nor the Secondary Placement Shares will be eligible to receive the final dividend of 1.30 Euro cents declared in respect of the twelve months ending 31 March 2016 or to participate in the scrip dividend alternative in relation to that dividend.

Directors Shareholdings

Andrew Coombs, Chief Executive Officer, and Alistair Marks, Chief Financial Officer both submitted bids for new Ordinary Shares in the Private Placement.  As a result, Mr Coombs will acquire 16,468 Ordinary Shares at €0.53 on 21 June 2016, increasing his total shareholding in the Company to 4,309,347 Ordinary Shares, representing 0.53% of the Company's total voting rights.  Mr Marks will acquire 16,092 Ordinary Shares at €0.53 on 21 June 2016, increasing his total shareholding in the Company to 2,296,217 Ordinary Shares, representing 0.28% of the Company's total voting rights.

Andrew Coombs, Chief Executive of Sirius, said: "We have been very encouraged by the demand for Sirius shares from investors and we are particularly pleased to welcome a number of new investors, as well as significant increases from some of our existing holders. We are well placed to invest the new funds by acquiring the three business parks with an all in cost of up to €55.8 million which combined will be around 7.6% accretive to our annual dividend per share and increase our annualised rental income to in excess of €68 million.  We have some good opportunities available in which to invest the extra proceeds we have raised and will update shareholders as regards the impact of those on our earnings in due course."

For further information:

Sirius Real Estate                         

Andrew Coombs, CEO                                                                                                   [phone]

Alistair Marks, CFO

Peel Hunt

Joint UK Bookrunner

Capel Irwin - Corporate                                                                                                [phone]

Alastair Rae - ECM Syndicate                                                                                      [phone]

Canaccord Genuity Limited                                                                                         [phone]

Joint UK Bookrunner

Bruce Garrow

Chris Connors

PSG Capital

Sole SA Bookrunner

David Tosi                                                                                                                           [phone]

Willie Honeyball

Novella                                     

Tim Robertson                                                                                                                  [phone]

Toby Andrews        

Company Website

www.sirius-real-estate.com

IMPORTANT NOTICE

Peel Hunt LLP ("Peel Hunt") and Canaccord Genuity Limited ("Canaccord Genuity") which in the United Kingdom are authorised and regulated by the Financial Conduct Authority, are acting solely for the Company in relation to the Bookbuild and Private Placement and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt and Canaccord Genuity nor for providing advice in relation to the Private Placement 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 and Private Placement 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 Private Placement 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 or to US Persons, Australia, 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 or to US Persons (as such term is defined in the US Securities Act  of 1933, as amended (the "Securities Act"), Australia, 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 or to US Persons 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, 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 "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 AIM 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, Peel Hunt, Canaccord Genuity 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 Peel Hunt, Canaccord Genuity 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 Private Placement Shares.

Members of the public are not eligible to take part in the Private Placement. This announcement is 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 the South African Private Placement, 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) acquire Private Placement Shares or Ordinary Shares in the Secondary Placing 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 Private Placement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

By participating in the bookbuilding process and the Private Placement, 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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