Results Of Capital Raise
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
ISIN Code: GG00B1W3VF54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SINGAPORE
OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS PART
OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED.
20 November 2023
Sirius Real Estate Limited
Results of Capital Raise
Sirius Real Estate Limited ("Sirius" or the "Company") is pleased to announce the result of the Capital
Raise set out in the Company's announcement of earlier today ("Capital Raise Announcement"), the
net proceeds of which enables the Company to execute on a significant near term pipeline of attractive
acquisition opportunities, following the acquisition of assets in Liverpool, Barnsley and three in North
London, acquired for a total of approximately £45m over the last four months.
The Capital Raise will in aggregate comprise the issue of 170,417,384 new Ordinary Shares (the "Offer
Shares"), which will raise gross proceeds of £146.6m. The Offer Shares represent approximately 14.5
per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise.
The Offer Price of 86.0 pence represents a discount of approximately 5.9 per cent. to the closing share
price of 91.4 pence on 17 November 2023 and a discount of approximately 2.3 per cent. to the intra-
day price of 88.0 pence at 3.10 p.m. (being the time at which the Offer Price was agreed). The Offer
Price represents a discount of approximately 0.1 per cent. to the thirty-day volume weighted average
price on the JSE of 86.1 pence as at 17 November 2023.
Berenberg and Peel Hunt acted as joint global co-ordinators and joint bookrunners, together with
Panmure Gordon who acted as joint bookrunner, in respect of the Placing. PSG Capital acted as sole
bookrunner and placing agent in respect of the South Africa Placing.
The Company consulted with a number of its shareholders prior to the Capital Raise and has respected
the principles of pre-emption through the allocation process, while also allowing the participation of new
long-only shareholders. The Company is pleased by the strong support it has received from new and
Application will be made for the admission of the Offer Shares to listing on the premium segment of the
Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities
and for listing and trading on the main board of the JSE. UK Admission is expected to become effective
at 8.00 a.m. (London time) on 24 November 2023 or such later date as the Banks, the Company and
PSG Capital may agree being no later than 8.00 a.m. (London time) on 8 December 2023. JSE
Admission is expected to become effective at 9.00 a.m. (Johannesburg time) on 24 November 2023 or
such later date as the Banks, the Company and PSG Capital may agree being no later than 9.00 a.m.
(Johannesburg time) on 8 December 2023.
Following Admission, the total number of Ordinary Shares in issue in the Company will be
1,348,140,369. The Company does not hold any shares in treasury and, therefore, following Admission,
the number of voting shares in issue in the Company will be 1,348,140,369. This figure may be used
by shareholders as the denominator for the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance
and Transparency Rules.
The Capital Raise is conditional on, inter alia (i) the Placing Agreement not having been terminated in
accordance with its terms and (ii) UK Admission and JSE Admission occurring.
Director and PDMR participation in the Capital Raise
As part of the Capital Raise, the CEO, certain PDMRs, certain other Directors and persons closely
associated have subscribed for new Ordinary Shares ("Subscription Shares") in the capital of the
Company at the Offer Price (the "Subscription") and in the Retail Offer, contributing approximately
£180,000 in aggregate.
Related party participation BlackRock is a substantial shareholder of the Company and therefore is
a related party for the purposes of the UK Listing Rules.
BlackRock's subscription for 21,794,302 Offer Shares in the Placing at the Offer Price, representing an
aggregate consideration of approximately £18.7m, constitutes a "smaller" related party transaction and
falls within Listing Rule 11.1.10 R(1) and this announcement is therefore made in accordance with
Listing Rule 11.1.10R(2)I. Following completion of the Capital Raise, BlackRock will hold approximately
10.9% of the enlarged issued share capital of the Company.
The participation in the Capital Raise by related parties (as defined in the JSE Listings Requirements)
occurred on the basis outlined in the Capital Raise Announcement, as permitted in terms of
resolutions 17 and 18 adopted at the Company's most recent AGM and in compliance with the JSE
Capitalised terms used but not defined in this announcement shall have the meaning given to them in
the Capital Raise Announcement.
Commenting on the transaction, Andrew Coombs, Chief Executive Officer of Sirius Real Estate Limited,
"The success of this capital raise is a strong endorsement of our ongoing strategy for growth as well
as the track record of strong operational performance and value creation we continue to achieve. We
are particularly encouraged by the strong demand we have seen for the raise from both existing and
new institutions, as well as from our retail offering. We now look forward to investing the proceeds into
our near term pipeline of attractive acquisition opportunities and to utilising our operating platforms in
the UK and Germany to add further value to these assets once purchased."
For further information, contact:
Sirius Real Estate Limited
Andrew Coombs, CEO / Chris Bowman, CFO
Tel: +44 (0) 203 717 1000 (via FTI)
Berenberg (Joint Global Co-ordinator & Joint Bookrunner)
Toby Flaux / Richard Bootle / Alix Mecklenburg-Solodkoff / Patrick Dolaghan
Tel: +44 (0) 203 207 7800
Peel Hunt (Joint Global Co-ordinator & Joint Bookrunner)
Capel Irwin / Carl Gough / Henry Nicholls / Flora McMicking
Tel: +44 (0) 207 418 8900
Panmure Gordon (Joint Bookrunner)
David Watkins / Amrit Mahbubani
Tel: +44 (0) 207 886 2500
PSG Capital (SA Adviser, Sole SA Bookrunner and Placing Agent, JSE Sponsor)
Tel: +27 (0) 825 583 623
FTI Consulting (Financial PR)
Richard Sunderland / James McEwan / Talia Shirion
Tel: +44 (0) 203 727 1000
About Sirius Real Estate Limited
Sirius is a property company listed on the main market and premium segment of the London Stock
Exchange and the main board of the JSE. It is a leading operator of branded business parks providing
conventional space and flexible workspace in Germany and the UK. The Company's purpose is to
create and manage optimal workspaces that empower small and medium-sized businesses to grow,
evolve and thrive. Sirius seeks to unlock the potential of its people, its properties, and the communities
in which it operates, so that together they can create sustainable impact, and long-term financial and
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.
Sirius also has a venture with clients represented by AXA IM Alts. Titanium was formed through the
acquisition by AXA IM Alts, on behalf of its clients, from Sirius, of a 65% stake in five business parks
across Germany. Sirius retained the remaining 35%. The venture seeks to grow primarily through the
acquisition of larger stabilised business park assets and portfolios of assets with strong tenant profiles
and occupancy. As well as its equity interest, Sirius acts as operator of the assets in the venture, on a
fee basis. Sirius will continue to grow its wholly owned portfolio through acquisitions of more
opportunistic assets, where it can capitalise on its asset management expertise to maximise utilisation
of the space, grow occupancy and improve quality of the tenants. The strategies have been clearly
defined so that the venture does not conflict with Sirius' existing business.
For more information, please visit: www.Sirius-real-estate.com
Pre-Emption Group Reporting
The Capital Raise is a non-pre-emptive issue of equity securities for cash and accordingly the Company
makes the following post transaction report in accordance with the most recently published Pre-Emption
Group Statement of Principles (2022).
Name of Issuer Sirius Real Estate Limited
Transaction details In aggregate, the Capital Raise of 170,417,384 new Ordinary Shares
(comprising 108,081,574 Placing Shares, 60,000,000 SA Placed Shares,
2,179,996 Retail Offer Shares and 155,814 Subscription Shares)
represents approximately 14.5% of the Company's issued ordinary share
Settlement for the new Ordinary Shares and UK Admission is expected to
take place on or before 8.00 a.m. (London time) on 24 November 2023 and
JSE Admission is expected to take place on or before 9.00 a.m.
(Johannesburg time) on 24 November 2023
Use of proceeds The net proceeds of the Capital Raise will be used to provide the Company
with the flexibility to execute on a significant near term pipeline of attractive
acquisition opportunities and to replenish funds following the acquisitions
completed by BizSpace, Sirius' UK subsidiary, in Liverpool, Barnsley and
three in North London, being acquisitions undertaken in the last 12 months.
Quantum of proceeds In aggregate, the Capital Raise raised gross proceeds of approximately
£146.6 million and estimated net proceeds of approximately £142.4 million.
Discount The Offer Price of 86.0 pence represents a discount of approximately 5.9
per cent. to the closing share price of 91.4 pence on 17 November 2023
Allocations Soft pre-emption has been adhered to in the allocations process.
Management was involved in the allocations process, which has been
carried out in compliance with the MiFID II Allocation requirements.
Allocations made outside of soft pre-emption were preferentially directed
towards existing shareholders in excess of their pro rata, or new
shareholders from a long perspective and wall-crossed accounts.
Consultation Berenberg, Peel Hunt and PSG Capital undertook a pre-launch wall-
crossing process, including consultation with major shareholders, to the
extent reasonably practicable and permitted by law.
Retail investors The Capital Raise included a Retail Offer, for a total of 2,179,996 Retail
Offer Shares, via the PrimaryBid platform. Retail investors, who
participated in the Retail Offer, were able to do so at the same Placing Price
as all other investors participating in the Placing.
The Retail Offer was made available to existing shareholders and new
investors in the UK. Investors were able to participate through PrimaryBid's
platform via its partner network (covering 60+ FCA registered
intermediaries) and through PrimaryBid's free-to-use direct channel.
Investors had the ability to participate in this transaction through ISAs and
SIPPs, as well as General Investment Accounts (GIAs). This combination
of participation routes meant that, to the extent practicable on the
transaction timetable, eligible UK retail investors (including certificated
retail shareholders) had the opportunity to participate in the Capital Raise
alongside institutional investors.
Allocations in the Retail Offer were preferentially directed towards existing
shareholders in keeping with the principle of soft pre-emption.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
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 or any part of it does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada,
Australia, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the
Offer Shares is being made in any such jurisdiction.
No action has been taken by the Company, any of the Banks or PSG Capital or any of their respective
affiliates, or any person acting on its or their behalf that would permit an offer of the Offer Shares or
possession or distribution of this Announcement or any other offering or publicity material relating to
such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, the Banks and PSG Capital to
inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be
made available in connection with the matters contained in this Announcement and no such prospectus
is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "Prospectus
Regulation") or Regulation (EU) No 2017/1129 (as amended) as it forms part of UK domestic law by
virtue of the EUWA (the "UK Prospectus Regulation") to be published.
In member states of the European Economic Area (the "EEA"), this Announcement is directed at and
is only being distributed to "qualified investors" within the meaning of Article 2(e) of the Prospectus
Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is
only being distributed to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters relating to investments
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) high net worth
companies, unincorporated associations and partnerships and trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully
be communicated (all such persons together being "Relevant Persons"). Any investment or investment
activity to which this Announcement relates is available only to (i) in any member state of the EEA,
Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will be engaged in only with
such persons. This Announcement must not be acted on or relied on (i) in any member state of the
EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are
not Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances
have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body
in South Africa in relation to the Offer Shares and the Offer Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws of any state, province or territory of
Australia, Canada, South Africa or Japan. Accordingly, the Offer Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada or Japan or any other jurisdiction in which such activities would
In South Africa, the South Africa Placing has only been made by way of a private placement of Ordinary
Shares to selected persons (i) falling within one of the specified categories listed in section 96(1)(a) of
the South African Companies Act, 2008 (the "South African Companies Act"); or (ii) acting as
principal, acquiring PSG Placed Shares for a total contemplated acquisition cost of ZAR1,000,000 or
more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Eligible
Investors"). This Announcement is only being made available to such South African Eligible Investors.
Accordingly (i) the South Africa Placing is not an "offer to the public" as contemplated in the South
African Companies Act; (ii) this Announcement does not, nor does it intend to, constitute a "registered
prospectus" or an "advertisement", as contemplated by the South African Companies Act; and (iii) no
prospectus has been filed with the South African Companies and Intellectual Property Commission (the
"CIPC") in respect of the South Africa Placing. As a result, this Announcement does not comply with
the substance and form requirements for a prospectus set out in the South African Companies Act,
2008 and the South African Companies Regulations of 2011, and has not been approved by, and/or
registered with, the CIPC, or any other South African authority.
The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended (the "FAIS Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the PSG Placed Shares or in relation to
the business or future investments of the Company, is appropriate to the particular investment
objectives, financial situations or needs of a prospective investor, and nothing in this Announcement
should be construed as constituting the canvassing for, or marketing or advertising of, financial services
in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.
Certain statements contained in this Announcement constitute "forward-looking statements" with
respect to the financial condition, results of operations and businesses and plans of the Company and
the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and
similar future or conditional expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future circumstances that have not
occurred. There are a number of factors that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking statements and forecasts. As a
result, the Group's actual financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by these forward-looking
statements. No representation or warranty is made as to the achievement or reasonableness of, and
no reliance should be placed on, such forward-looking statements. No statement in this Announcement
is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future
performance. The forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Banks, PSG Capital their respective
affiliates and any person acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by applicable law or regulation, the
FCA, the London Stock Exchange or the JSE.
Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and is
authorised and subject to limited regulation by the FCA in the United Kingdom. Panmure Gordon is
authorised and regulated in the United Kingdom by the FCA. Peel Hunt is authorised and regulated in
the United Kingdom by the FCA. PSG Capital is authorised and regulated by the JSE Limited. Each
Bank and PSG Capital is acting exclusively for the Company and no one else in connection with the
Placing and the South Africa Placing, as applicable, the contents of this Announcement and other
matters described in this Announcement. No Bank or PSG Capital will regard any other person as its
client in relation to the Placing and the South Africa Placing, as applicable, the content of this
Announcement and other matters described in this Announcement and will not be responsible to anyone
(including any Placees or SA Placees) other than the Company for providing the protections afforded
to their respective clients or for providing advice to any other person in relation to the Placing and the
South Africa Placing, as applicable, the content of this Announcement or any other matters referred to
in this Announcement.
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 any Bank or PSG Capital or by any of their respective
affiliates or any person acting on their behalf 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.
This Announcement does not constitute a recommendation concerning any investor's investment
decision with respect to the Capital Raise. Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future
performance. 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. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax
Any indication in this Announcement of the price at which the Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should
consult an independent financial adviser. No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for
the Company for the current or future financial periods would necessarily match or exceed the historical
published earnings, earnings per share or income, cash flow from operations or free cash flow for the
All offers of the Offer Shares will be made pursuant to an exemption under the Prospectus Regulation
or the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement
is being distributed and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended does not apply.
The Offer Shares to be issued or sold pursuant to the Capital Raise will not be admitted to trading on
any stock exchange other than the London Stock Exchange and the JSE.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate advice before taking any
Neither the content of the Company's website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is incorporated into or
forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and
regulation in the United Kingdom and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK Product Governance
Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional clients and eligible counterparties,
each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection;
and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks
will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market assessment in respect of the Placing
Shares and determining appropriate distribution channels.
Date: 21-11-2023 07:06:00
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