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Results of Private Placement
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
Share Code: SRE
ISIN Code: ISIN GG00B1W3VF54
(“Sirius Real Estate” or “the Company”)
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.
08 June 2015
Results of Private Placement
Sirius Real Estate, the leading operator of branded business parks providing conventional and
flexible workspace to the German market, is pleased to announce the successful completion of the
private placement announced on Thursday 4 June 2015 (“Private Placement”).
The Company is pleased to announce that a total of 108,695,652 new Ordinary Shares in Sirius Real
Estate (the "Private Placement Shares") were placed by Peel Hunt and PSG Capital raising gross
proceeds of €50 million by way of a bookbuild (“Bookbuild”). Private Placement Shares will be issued
at a price of 46 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 ZAR14.05 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 17 per cent. of Sirius
Real Estate's issued ordinary share capital prior to the Private Placement.
The Private Placement Shares will not be eligible to receive the final dividend of 0.84 Euro cents
declared in respect of the twelve months ending 31 March 2015 or to participate in the scrip
dividend alternative in relation to that dividend. The Private Placement Shares will rank pari passu in
all respects with existing issued shares of the Company including the right to receive all dividends
and other distributions declared after Admission.
Application will be made for the 108,695,652 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 15 June 2015 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 739,034,401, the
number of shares in treasury shall be 4,981,784 and the total number of ordinary shares in issue
(including those in treasury) will be 744,016,185.
Andrew Coombs, Chief Executive of Sirius, said:
“We are very appreciative and encouraged by the significant support shown by existing and new
investors for this fundraising. We have a clear, long-term plan to generate attractive and sustainable
returns from our growing portfolio of branded business parks in selected pockets across Germany.
The new funds will support the acquisition of a new portfolio of 5 business parks and the refinancing
of the existing €56 million Macquarie facilities with a much lower cost, long term 10 year loan. The
net effect of these actions when completed is expected to be significantly accretive to the
Company’s annual dividend per share, by approximately 16%.”
For further information:
Sirius Real Estate
Andrew Coombs, CEO +49 (0)30 285010110
Alistair Marks, CFO
Peel Hunt
Sole UK Bookrunner
Capel Irwin +44 (0)20 7418 8900
Hugh Preston
Jock Maxwell Macdonald +44 (0)20 7418 8960
PSG Capital
Sole SA Bookrunner
David Tosi +27 (0)21 887 9602
Willie Honeyball
Novella
Tim Robertson +44 (0)20 3151 7008
Ben Heath
Company Website
www.sirius-real-estate.com
IMPORTANT NOTICE
Peel Hunt LLP ("Peel Hunt") which in the United Kingdom is authorised and regulated by the
Financial Conduct Authority, 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 Peel Hunt 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 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. No public offering of shares referred to in this announcement is being made in the United
States, the United Kingdom, South Africa, Australia, Canada or Japan or elsewhere.
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 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.
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 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) are persons who subscribe, as principal, for
Private Placement Shares at a minimum aggregate placing price of R1 000 000, 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 Bookbuild 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.
Guernsey
8 June 2015
Sponsor: PSG Capital Proprietary Limited
Date: 08/06/2015 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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