Wrap Text
€25 Million Private Placement To Fund Acquisition Of German Property Portfolio
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, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
28 July 2017
Sirius Real Estate Limited
("Sirius Real Estate", "Sirius" or the "Company")
€25 million Private Placement to fund acquisition of German property portfolio
Sirius Real Estate, a leading operator of branded business parks providing conventional space and
flexible workspace in Germany, is pleased to announce the private placement (“Private Placement”),
subject to completion, of 39,888,185 new ordinary shares (“Private Placement Shares”) to institutional
investors to raise approximately €25 million1 (before expenses) to acquire a property portfolio (“the
Acquisition Portfolio”).
The Acquisition Portfolio
• The Company has identified a portfolio of acquisition opportunities consisting of four assets, to be
purchased for approximately €40.2 million (inclusive of acquisition costs) representing an EPRA
net initial yield of 5.4% (or 7.6% when excluding one completely vacant asset valued at €8.9
million). The portfolio provides an attractive mix of stable rental income, currently €2.7 million
per annum, combined with opportunity through developing and letting up the vacant space of
16,100 sqm (28% of the total lettable area).
• All four assets are well located and provide opportunities for Sirius to apply its local market
expertise and asset management capabilities to increase income and capital values. Additionally,
it provides an excellent opportunity to enter the Hamburg market which the Company has been
seeking to do for some time.
• The purchase of the Acquisition Portfolio will be met in part by the net funds raised from the
Private Placement with the balance to be funded by bank debt.
• As detailed in the Company’s recent announcements, Sirius has funds from its recycling
programme to acquire further assets but these would need to be used as substitution assets
within the banking facilities of the assets that have been recently sold. The assets within the
Acquisition Portfolio due to their lower income and vacancy levels, which we view as
opportunities, would not necessarily be accepted by these banks as substitute assets. Therefore,
the new equity will provide Sirius with the flexibility to manage the process of substitution and
also invest in new opportunities with greater potential returns.
Details of the Private Placement
The Placing Price will be 56 pence per share, a premium to the last reported adjusted NAV2 per share
of 6.6% and a discount of 1.3% to yesterday’s closing mid-market price of 56.75 pence per share.
Peel Hunt, Berenberg and PSG Capital acted as joint bookrunners in respect of the Private Placement.
Application will be made for the Private Placement Shares to be admitted to trading on the main
market of London Stock Exchange Plc (“LSE”), to be admitted to listing on the premium segment of
the Official List of the UK Listing Authority and to be listed on the main board of the Johannesburg
Stock Exchange (“JSE”) (“Admission”).
The Private Placement is conditional on, inter alia, Admission. It is expected that Admission of the
Private Placement Shares, which will rank pari passu to existing ordinary shares in the Company in all
respects, will occur on or around 04 August 2017; at 8 a.m. (BST) on the LSE and at 9 a.m. (SAST) on
the JSE.
The Private Placement Shares represent approximately 4.5% of Sirius Real Estate’s issued ordinary
share capital prior to the Private Placement. Following the issue of the Private Placement Shares, the
total number of voting rights in the Company will be 918,161,886, the number of shares in treasury
will be 574,892 and the total number of shares in issue (including those in treasury) will be
918,736,778.
Directors' and PDMRs participation
Certain Directors and PDMRs of the Company have agreed to subscribe for a total of 105,714 Private
Placement Shares as detailed below:
Name Position Private Ordinary Shares Percentage of
Placement held immediately Enlarged Share
Shares after Admission Capital
Neil Sachdev Chairman 35,714 58,851 0.006%
Andrew Coombs CEO 50,000 4,628,258 0.5%
Rudiger Swoboda Sales Director 20,000 463,059 0.05%
Andrew Coombs, Chief Executive, commented:
“I am very pleased we have completed this fund raising and thereby created a pool of capital that we
can use to acquire some very interesting property assets that we believe can be transformed by
converting under-utilised spaces, increasing occupancy and rental income over the longer term and
ultimately lifting the capital values of each site.
It is equally pleasing to see some of the institutions who have invested in Sirius following our move to
the main markets in London and Johannesburg also participate in this fund raising.
Our market in Germany is strong and so is the outlook, with growing demand for our conventional
space offerings from companies of all sizes as well as raised demand for our flexible workspace
solutions from Germany’s substantial SME sector. This all translates into increased demand for rental
space which bodes well for our existing portfolio as well as these new assets we are looking to
acquire.”
The information contained within this announcement is deemed to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in the public domain.
1
The Company has entered into hedging arrangements for the placing funds to be converted into EUR
2
Reported adjusted NAV as at 31 March 2017 of 58.82c applied to the current GBP:EUR FX rate of
1.1192.
-Ends-
For further information:
Sirius Real Estate +49 (0)30 285010110
Andrew Coombs, CEO
Alistair Marks, CFO
Peel Hunt – Joint UK Bookrunner +44 (0)20 7418 8900
Capel Irwin
Edward Fox
Berenberg - Joint UK Bookrunner +44 (0)20 3207 7800
Chris Bowman
Toby Flaux
PSG Capital – Sole SA Bookrunner +27 (0)21 887 9602
David Tosi
Willie Honeyball
Novella +44 (0)20 3151 7008
Tim Robertson
Toby Andrews
About Sirius Real Estate
Sirius is a property company listed on the main market and premium segment of the London Stock
Exchange and the main board of the Johannesburg Stock Exchange. It is a leading operator of branded
business parks providing conventional space and flexible workspace in Germany. The Company's core
strategy is the acquisition of business parks at attractive yields, the integration of these business parks
into its network of sites under the Company's own name as well as offering a range of branded
products within those sites, and the reconfiguration and upgrade of existing and vacant space to
appeal to the local market, through intensive asset management and investment. The Company's
strategy aims to deliver attractive returns for shareholders by increasing rental income and improving
cost recoveries and capital values, as well as by enhancing those returns through financing its assets
on favourable terms. Once sites are mature and net income and values have been optimised, the
Company may take the opportunity to refinance the sites to release capital for investment in new sites
or consider the disposal of sites in order to recycle equity into assets which present greater
opportunity for the asset management skills of the Company's team.
Important Notice
Peel Hunt LLP (“Peel Hunt”) and Joh. Berenberg, Gosslet & Co. KG (“Berenberg”), which are authorised
and regulated by the Financial Conduct Authority and, in Berenberg's case, authorised by the German
Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the Financial
Conduct Authority, respectively; 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 Berenberg 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 in South Africa 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 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 in the United States,
Australia, Canada, Japan or any other jurisdiction. 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.
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 Listing Rules, Prospectus Rules, the Disclosure and Transparency
Rules, the LSE’s Admission and Disclosure Standards 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, Berenberg 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, Berenberg 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.
JSE Sponsor:
PSG Capital
Date: 28/07/2017 03:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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