Sirius Real Estate Regulatory News (SRE)

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (EUR) Share Code: ESRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: ISIN GG00B1W3VF54

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIRIUS REAL ESTATE LIMITED IN ANY JURISDICTION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

8 November 2021

Sirius Real Estate Limited

("Sirius" or the "Company")

Retail Offer by PrimaryBid

Sirius Real Estate Limited (LON: SRE), the owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany, is pleased to announce a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of no par value ("Ordinary Shares") in the Company (the "Retail Offer Shares"). The Company is also conducting a placing of new Ordinary Shares by way of an accelerated bookbuild process (the "Placing") as announced earlier today. The Company is further conducting a placing in South Africa (the "South Africa Placing", together with the Retail Offer and Placing, the "Capital Raise"). 

The price at which the new Ordinary Shares to be issued pursuant to the Placing and South Africa Placing are to be placed will be determined following the closing of the accelerated bookbuild process (the "Offer Price"). The issue price for the Retail Offer Shares will be the Offer Price.

The Company has also announced today that it has agreed to acquire Helix Investments Limited (the holding company of the Bizspace business) ("Bizspace"), from Värde Partners for a cash consideration of c.£245m based on an enterprise value of £380m (the "Acquisition"). BizSpace is a provider of regional flexible workspace, offering light industrial, workshop, studio and out of town office units to a wide range of businesses across the UK.

The Retail Offer is conditional on completion of the Placing and the South Africa Placing and the new Ordinary Shares to be issued pursuant to the Retail Offer, the Placing and the South Africa Placing being admitted to trading on the premium segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange's main market for listed securities (together, "Admission") and to listing and trading on the Main Board of the Johannesburg Stock Exchange (the "JSE") (together, "JSE Admission"). Admission is expected to become effective at 8.00 a.m. (GMT) on 12 November 2021. JSE Admission is expected to become effective at 10.00 a.m. (SAST) on 12 November 2021. The Retail Offer will not be completed without the Placing and the South Africa Placing also being completed.

The Acquisition consideration will be funded via a combination of new and existing debt together with the proceeds of the Capital Raise.

Details of the Retail Offer

The Company values its retail investor base, which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close at the same time as the bookbuild. The Retail Offer may close early if it is oversubscribed.

The Retail Offer is made under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Offer Shares, is available to all persons who register with PrimaryBid.

The Retail Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares, as well as the new Ordinary Shares to be issued pursuant to the Placing and the South Africa Placing.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt. 

Important Notices

THIS ANNOUNCEMENT 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, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") (OTHER THAN PURSUANT TO CERTAIN EXEMPTIONS), AUSTRALIA, NEW ZEALAND, 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 FINANCIAL CONDUCT AUTHORITY (THE "FCA") OR THE LONDON STOCK EXCHANGE (THE "LSE"), NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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, New Zealand, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Retail Offer Shares is being made in any such jurisdiction.

No action has been taken by the Company or any person acting on its or their behalf or any of their respective affiliates that would permit an offer of the Retail Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required 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 to be published 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 European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation").

The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. The Retail Offer Shares will be offered and sold only outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of securities will be made in the United States or elsewhere.

The Retail Offer has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offence in the United States.

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. 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 Company'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, its 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 LSE or the JSE.

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 information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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