Wrap Text
Results Of Private And Secondary Placement And Directors Shareholdings
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
Share Code: SRE
ISIN Code: ISIN GG00B1W3VF54
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 +49 (0)30 285010110
Alistair Marks, CFO
Peel Hunt
Joint UK Bookrunner
Capel Irwin - Corporate +44 (0)20 7418 8900
Alastair Rae - ECM Syndicate +44 (0)20 7418 8914
Canaccord Genuity Limited +44 (0)20 7523 8000
Joint UK Bookrunner
Bruce Garrow
Chris Connors
PSG Capital
Sole SA Bookrunner
David Tosi +27 (0)21 887 9602
Willie Honeyball
Novella
Tim Robertson +44 (0)20 3151 7008
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.
Date: 13/06/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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