Retail Offer by PrimaryBid

Sirius Real Estate Limited

11 July 2024

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIRIUS REAL ESTATE LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

THIS ANNOUNCEMENT IS BEING PUBLISHED ON THE JSE'S STOCK EXCHANGE NEWS SERVICE (SENS), FOR INFORMATION PURPOSES ONLY. THE RETAIL OFFER IS ONLY MADE AVAILABLE TO RETAIL INVESTORS IN THE UNITED KINGDOM AND IS NOT BEING MADE INTO SOUTH AFRICA. NOTHING HEREIN SHALL CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN SOUTH AFRICA.

11 July 2024

 Sirius Real Estate Limited

("Sirius" or the "Company")

Retail Offer by PrimaryBid

●   Sirius announces a conditional offer for subscription of new Ordinary Shares via PrimaryBid;

●   The Offer Price for the new Ordinary Shares is 94 pence per new Ordinary Share, representing a discount of 3.5 per cent to the closing mid-price of the Company's existing Ordinary Shares on 10 July 2024;

● Investors can take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor;

●   The Retail Offer is available to both existing shareholders and new investors;

●   The new Ordinary Shares to be issued pursuant to the Retail Offer, the Placing, the South Africa Placing and the Subscription will be sold at the Offer Price;

●   There is a minimum subscription of £250 per investor in the Retail Offer;

●   No commission will be charged by PrimaryBid on applications to the Retail Offer.

The Retail Offer

Sirius Real Estate Limited (LON: SRE), the owner and operator of branded business parks, industrial complexes and out of town offices in Germany and the United Kingdom is pleased to announce, a conditional offer for subscription of new ordinary shares of no par value each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "Retail Offer") at an Offer Price of 94 pence per new Ordinary Share (the "Offer Price"), being a discount of 3.5 per cent to the closing mid-price of the Company's existing Ordinary Shares on 10 July 2024. The Company has announced that it conducted a placing of new Ordinary Shares at the Offer Price by way of an accelerated bookbuilding process as announced on 10 July 2024 which was made available to institutional investors (the "Placing") and to selected qualifying investors in South Africa (the "South Africa Placing"). Certain directors and persons discharging managerial responsibilities of the Company have also subscribed for new Ordinary Shares at the Offer Price (the "Subscription" together with the Placing, the South Africa Placing and Retail Offer, the "Capital Raising").

The Company announced the results of the Capital Raising (excluding the Retail Offer) earlier today, and the Placing, South Africa Placing and Subscription components of the Capital Raising will in aggregate comprise the issue of 159,574,468 new Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of £150 million. The Offer Shares represent approximately 11.8 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raising.

The Retail Offer is conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Offer Shares being admitted to  the premium listing segment of the Official List of the Financial Conduct Authority and admitted to trading on the main market for listed securities of London Stock Exchange plc ("UK Admission") and to listing and trading on the JSE ("JSE Admission"). UK Admission is expected to take place at 8.00 a.m. on 16 July 2024. The Retail Offer will not be completed without the Placing and the South Africa Placing also being completed.

The Company will apply the funds raised to execute its ongoing acquisition strategy.

Reason for the Retail Offer

While the Capital Raising has been structured as a non-pre-emptive offer so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines. 

Existing shareholders and new investors can access the Retail Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. A list of PrimaryBid's distribution partners can be found here.

Some partners may only accept applications from existing shareholders and/or existing customers.

After consideration of the various options available to it, the Company believes that the separate Retail Offer is in the best interests of shareholders, as well as wider stakeholders in the Company.

The Retail Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The Retail Offer is expected to close at 8 p.m. later today and may close early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

Investors wishing to apply for new Ordinary Shares should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process (including for using their ISA, SIPP or GIA) and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the Retail Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing and the Company's existing Ordinary Shares.

Brokers wishing to offer their customers access to the Retail Offer and future PrimaryBid transactions, should contact [e-mail].

Enquiries

Sirius Real Estate Limited Andrew Coombs, CEO / Chris Bowman, CFO	Tel: [phone] (via FTI)
PrimaryBid Limited Nick Smith/James Deal	[e-mail]
FTI Consulting, (Financial PR) Richard Sunderland / Ellie Sweeney / James McEwan / Talia Shirion	Tel: [phone] [e-mail]

Important notices

It is a term of the Retail Offer that the aggregate value of the new Ordinary Shares available for subscription at the Offer Price does not exceed £2,500,000.

The Retail Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018).

It is important to note that while the prospectus prepared by the Company dated 11 July 2024 (the "Prospectus") contains important information relating to the Company and UK Admission (including various risk factors and an operating and financial review), it was prepared by the Company solely in connection with admission of the new Ordinary Shares. It was not prepared in connection with the Retail Offer and does not form part of the Retail Offer materials.

The Retail Offer is not being made into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where it would be unlawful to do so.

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 into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, 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 publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should contact their investment platform, retail broker or wealth manager for details of any relevant risk warnings. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt. 

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