Wrap Text
Opening of Accelerated Bookbuild Offering of Stor-Age shares
Stor-Age Property REIT Limited
Approved as a REIT by the JSE
Incorporated in the Republic of South Africa
Registration number: 2015/168454/06
Share code: SSS ISIN: ZAE000208963
Alpha code: SSSI
("Stor-Age" or "the Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
OPENING OF ACCELERATED BOOKBUILD OFFERING OF STOR-AGE SHARES
INTRODUCTION
Stor-Age hereby announces the launch of an equity raise ("the Equity Raise") of approximately R500 million
through the issue of new ordinary shares ("the Bookbuild Shares"), subject to pricing acceptable to Stor-Age.
The Equity Raise will be implemented, in part, by way of a vendor consideration placing (as defined in paragraph
5.62 of the JSE Limited's ("JSE") Listings Requirements) ("the Vendor Consideration Placing") and the
balance of the Equity Raise in terms of Stor-Age's existing general authority to issue shares for cash granted by
shareholders at the annual general meeting of the Company held on 4 September 2025 ("the General Issue for
Cash"). The Equity Raise will be offered to qualifying investors (as set out in greater detail in the disclaimers
below) and will be implemented through an accelerated bookbuild process ("the Bookbuild") which opens with
immediate effect and may close at any time thereafter. The Bookbuild Shares will not be offered to the public in
any jurisdiction.
USE OF PROCEEDS
Shareholders of Stor-Age are referred to the condensed unaudited consolidated interim results for the six
months ended 30 September 2025, where the Company set out its 2030 Property Strategy, which focuses on
disciplined, development and acquisition-led growth across SA and the UK, supported by strong market
fundamentals and rising demand for modern, accessible self storage. In SA, the strategy targets expansion to 90
properties by 2030, while in the UK, the strategy aims to scale the Storage King platform to 70 properties.
Both markets offer attractive, long-term growth prospects underpinned by urbanisation, densification and
sustained consumer and SMME demand, positioning Stor-Age for continued portfolio expansion and operational
outperformance.
The proceeds of the Equity Raise will be applied to support the Company's 2030 Property Strategy. Specifically,
the funds will be used to fund identified acquisition and development opportunities and provide capacity for
general corporate purposes. The equity capital raised by way of the Vendor Consideration Placing will be used
to fund the cash purchase price of R95,000,000 (plus VAT) in respect of the acquisition of certain immovable
properties in Kwa-Zulu Natal, for which the Company has concluded a written agreement of sale with Labe
Properties CC on or about 1 August 2025.
THE BOOKBUILD
Pricing and allocations will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild
and the price at which the Bookbuild Shares will be placed ("Bookbuild Price") are at the discretion of the
Company and Investec Bank Limited, acting through its Investment Banking Division: Corporate Finance
("Investec"), acting as sole bookrunner ("Sole Bookrunner") for the Equity Raise, pursuant to a placement
agreement entered into between the Sole Bookrunner and the Company ("Placement Agreement").
The Company reserves the right to close the Bookbuild at any time.
In accordance with the Company's General Issue for Cash authority, related parties may participate in the
Bookbuild provided they do so with a maximum bid price at which they are prepared to take up shares or at book
close price. In the event of a maximum bid price and the book closes at a higher price, the relevant related party
will be "out of the book" and not be allocated Bookbuild Shares. Stor-Age will allocate shares to participants
equitably and will consider factors including existing shareholdings in Stor-Age, pricing and sizing of bids, receipt
of early submissions of commitments and due process in making allocations.
The Bookbuild Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the
existing shares of the Company. Pricing and allocations will be announced as soon as is reasonably practicable
following the closing of the Bookbuild.
Investec, the Sole Bookrunner, can be contacted using the contact details included below.
Email: investececmdealteam@investec.com
Jarrett Geldenhuys
Ashleigh Williams
Karl Priessnitz
Kyle Rollinson
Johannesburg
4 December 2025
Sole Bookrunner, Corporate Advisor and Sponsor
Investec Bank Limited
South African legal counsel to the Sole Bookrunner
DLA Piper Advisory Services Proprietary Limited
IMPORTANT NOTICE
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the district of Columbia), Australia,
Canada, Japan or any other jurisdiction in which such release, publication or distribution would be prohibited by
applicable laws and regulations. The distribution of this announcement and the offering of the Bookbuild Shares
may be restricted by the laws in certain jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such restrictions. No
action has been taken by the Company or the Sole Bookrunner or any of their respective affiliates that would
permit an offering of the Bookbuild Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any jurisdiction where action for that purpose is
required. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is for information purposes only and is not intended to and does not constitute, or form part
of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to
purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing
advice should consult an independent legal or financial adviser.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States,
absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable state and other securities laws. The Equity
Raise will be made only to qualifying institutional investors, outside the United States in reliance on Regulation S
of the Securities Act. The Equity Raise will only be made to investors to whom the Equity Raise may be lawfully
made without having to file or register any securities or any offering or related documentation with any securities
regulatory authority in any relevant jurisdiction.
No action has been taken by the Company or the Sole Bookrunner or any of their respective affiliates that would
permit an offering of such securities or possession or distribution of this announcement or any other offering or
publicity material relating to such Bookbuild Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the Company and the Sole
Bookrunner to inform themselves about, and to observe, such restrictions.
The Bookbuild Shares will not be offered to the public in any jurisdiction, nor will they be offered in any
jurisdiction which would require the preparation or registration of any offering document relating to the Bookbuild
or the Bookbuild Shares in such jurisdiction. The offer and sale of the Bookbuild Shares has not been, and will
not be, registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain
exceptions, the Bookbuild Shares referred to herein may not be offered or sold in Australia, Canada or Japan or
to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will not
be any offer of Bookbuild Shares in the United States, Canada, Australia and Japan.
THE BOOKBUILD SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE
OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED
STATES OR TO ANY U.S. PERSON (AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT)
UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE BOOKBUILD AND BY ACQUIRING
BOOKBUILD SHARES IN THE BOOKBUILD FROM OUTSIDE THE UNITED STATES, YOU WILL BE DEEMED
TO AGREE TO THE FOREGOING RESTRICTIONS.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase
and/or subscribe for Bookbuild Shares in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for shares as defined in the South African
Companies Act, and will not be distributed to any person in South Africa in any manner that could be construed
as an offer to the public in terms of the South African Companies Act. This announcement does not, nor is it
intended to constitute a "registered prospectus" as contemplated in the South African Companies Act.
In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies Act
and only (i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act
or (ii) persons who propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to
or greater than R1 000 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in each
case to whom any offer to participate in the Bookbuild is specifically addressed (all such persons in (i) and (ii)
being referred to as "Relevant Persons"), will be entitled to apply for Bookbuild Shares. Any investment activity in
South Africa, or by persons resident or domiciled in South Africa, to which this announcement relates will only be
available to, and will only be engaged with, Relevant Persons. Any person in, resident in or domiciled in South
Africa who is not a Relevant Person should not act on this announcement or any of its contents. This
announcement does not, nor does it intend to, constitute any offering document relating to the Bookbuild.
Information made available in this announcement should not be considered as "advice" as defined in the South
African Financial Advisory and Intermediary Services Act, 2002, and nothing in the document should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
No offering document or prospectus will be made available in connection with the matters contained or referred
to in this announcement and no such offering document or prospectus is required to be published, in accordance
with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and
retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This announcement is
being distributed and communicated to persons in the United Kingdom only in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised person. This announcement
has been issued by, and is the sole responsibility of, the Company.
As regards the European Economic Area (the "EEA") and the United Kingdom, this announcement is for
information purposes only and is directed only at persons whose ordinary activities involve them acquiring,
holding, managing and disposing of investments (as principal or agent) for the purposes of their business and
who have professional experience in matters relating to investments and are: (a) if in a member state of the
EEA, qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("qualified
investors"); or (b) if in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK
Prospectus Regulation who are (i) persons who fall within the definition of "investment professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"order"), or (ii) persons who fall within article 49(2)(a) to (d) of the order, or (c) persons to whom it may otherwise
be lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member states of
the EEA to qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only
with qualified investors in member states of the EEA and UK Relevant Persons in the United Kingdom. This
announcement must not be acted on or relied on by persons in a member state of the EEA who are not qualified
investors or by persons in the United Kingdom who are not UK Relevant Persons.
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 the Sole Bookrunner or by any of its respective directors, officers, employees,
advisers, affiliates or agents as to, or in relation to, the accuracy, completeness or sufficiency 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. Nothing contained in this announcement
is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future.
Neither the Sole Bookrunner nor any of its directors, officers, employees, advisers, affiliates or agents accepts
any responsibility for its accuracy, completeness or verification and, accordingly, the Sole Bookrunner and its
directors, officers, employees, advisers, affiliates or agents disclaim, to the fullest extent permitted by applicable
law, any and all liability which they might otherwise be found to have in respect of this announcement or any
such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated
with an investment in the Bookbuild Shares. No representation or warranty is made by the Company or the Sole
Bookrunner in connection with the Equity Raise nor the Bookbuild Shares, and any investment decision to buy
Bookbuild Shares in terms of the Equity Raise must be made solely on the basis of publicly available information
which has not been independently verified by the Sole Bookrunner.
The Sole Bookrunner is acting for the Company, and no one else, in connection with the Equity Raise and will
not be responsible to anyone other than the Company for providing the protections offered to its clients, nor for
providing advice in relation to the Equity Raise.
Persons who are invited to and who choose to participate in the Equity Raise by making an offer to take up
Bookbuild Shares, will be deemed to have read and understood this announcement in its entirety and to be
making such offer on the terms and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained herein. Each such person represents, warrants and
acknowledges and undertakes that it is a person eligible to subscribe for the Bookbuild Shares in compliance
with the restrictions set forth herein and the applicable laws and regulations in its home jurisdiction and in the
jurisdiction (if different) in which it is physically resident.
The information in this announcement is subject to change without notice and neither the Sole Bookrunner nor,
except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein.
Date: 04-12-2025 05:25:00
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