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 partners@primarybid.com.
Enquiries
Sirius Real Estate Limited
Andrew Coombs, CEO / Chris Bowman,
CFO
|
Tel: +44 (0) 203 727 1000
(via FTI)
|
PrimaryBid Limited
Nick Smith/James Deal
|
enquiries@primarybid.com
|
FTI
Consulting, (Financial PR)
Richard Sunderland / Ellie Sweeney
/
James McEwan / Talia
Shirion
|
Tel: +44 (0) 203 727 1000
SiriusRealEstate@fticonsulting.com
|
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.
END