Fast Track Listing, Placing and Acquisition

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.

 

 

Sirius Real Estate Limited

("Sirius Real Estate" or the "Company")

Pre-Listing Announcement

 Intention to Complete a Fast Track Listing on the Alternative Exchange of the Johannesburg Stock Exchange,

Private Placement Raising €40 million and

Proposed acquisition of €76 million mixed use German property portfolio.

 

Sirius Real Estate, the leading operator of branded business parks providing conventional and flexible workspace to the German market, is pleased to confirm its intention to complete a fast track secondary listing on the Alternative Exchange ("ALTx") of the Johannesburg Stock Exchange ("JSE"). Alongside the listing, Sirius has raised €40 million by a private placement of 105,263,158 new ordinary shares at a price of 38 cents per ordinary share to fund, in part, the proposed acquisition of five mixed use business parks, with an all-in cost of €76 million.  The balance will be funded by a new €36m facility to be provided by the Company's existing bankers.

Immediately below is the further detail on the above and at the end of this document is the full Pre-Listing Announcement as required by the JSE.

 

Fast track Listing

·     The JSE has granted approval to Sirius for a secondary listing, by way of the fast-track listing process, of all its issued ordinary shares, including the shares issued pursuant to the placing, on the ALTx of the JSE with effect from the commencement of trading on Friday, 5 December 2014 ("Listing Date").

·     Sirius will be the first company to make use of the JSE's new fast track process for companies to seek a secondary listing on the JSE.

·     From 30 September 2014, a new fast track listing process was introduced by the JSE for companies seeking a secondary listing in South Africa. This new streamlined process was introduced to make it easier for companies already listed on one of four specified stock exchanges to access the South African capital markets at a lower cost by eliminating duplicate administrative requirements and to be able to do so under a much shorter timeframe than has been possible in the past.

·     Sirius already has a large South African shareholder base and the listing is intended to:

o  Increase liquidity and tradeability of the Company's shares;

o  Raise new capital to fund, in part, the property acquisitions;

o  Give existing and new South African investors a local platform to more easily invest and trade in the Company's shares;

o  Provide existing and new South African investors with an opportunity to participate in the Company's income and value generation potential; and

o  Further diversify the Company's shareholder base.

·     Trading in Sirius shares on the JSE is expected to commence on Friday 5 December 2014.

 

Private Placement

·     Raising €40 million through the Placing of 105,263,158 new ordinary shares ("Private Placement Shares") with new and existing shareholders at a price of 38 cents per share ("Private Placement"), representing a nil premium to the closing price on 27 November 2014 of 38 cents per share.

·     90,008,658 of the Private Placement Shares were placed with new and existing shareholders in South Africa and 15,254,500 Private Placement Shares were placed in the United Kingdom conditional on the placing agreement becoming unconditional in all respects.

·     The Private Placement is to be conducted through the issue of 105,263,158 Private Placement Shares representing 20% of the Company's current issued share capital (excluding treasury shares). Application has today been made for the Private Placement Shares to be admitted to trading on the AIM market of the London Stock Exchange Plc and for the Private Placement Shares to be listed on the JSE ("Admission") and will rank pari passu in all respects with existing issued shares of the Company including the right to receive all dividends and other distributions declared after the Listing Date. The Private Placement Shares will not be eligible to receive the dividend or participate in the scrip dividend alternative in relation to the interim dividend declared in respect of the six months ending 30 September 2014.

·     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 5 December 2014; at 8 a.m. (GMT) on AIM and at 9 a.m. (CAT) on ALTx. Following completion of the Private Placement, the Company will have an issued share capital of 632,257,837 shares, of which 4,981,784 are held in treasury. Therefore the total number of shares with voting rights in the Company will be 627,276,053.

 

 Acquisition Portfolio

·    Funds raised in the Private Placement together with a loan facility will be used to fund the €75.6 million (all-in cost) acquisition of 5 business parks in respect of 4 of which agreements have been reached, due diligence successfully completed but which agreements are subject to outstanding conditions precedent and formal completion and in respect of the fifth property, negotiations are ongoing ("the Acquisition Portfolio").

·    A term sheet relating to a new debt facility of €36 million for 5 years with a margin of 2.5% over EURIBOR has been agreed with an existing lender to part fund the Acquisition Portfolio.

·    The Acquisition Portfolio has an overall net initial yield of 8.1%, a vacancy of 17.1%, a cash on cash yield of 12.9% and a weighted average lease length remaining (WALE) of 3.9 years.

·    Current recurring rental income of €6.8 million per annum and net operating income of €6.1m

·    The acquisition combined with the Private Placement is expected to be 16.4% accretive to the earnings and dividend per share, whilst NAV dilution is anticipated to be only 1.5% after factoring in the uplift from the Cushman & Wakefield valuation of the Acquisition Portfolio over its total cost of acquisition.

·    Total lettable area is 111,476 sqm.

·    Strong locations - three on the outskirts of Berlin, one in Bonn adjacent to an existing Sirius site and one in an exciting new location for Sirius in Aachen near the Dutch and Belgian border. The portfolio is being acquired from four different vendors.

·    The directors believe there is the potential for significant value creation over the next few years and that the assets are of very good quality, which should provide the Company with greater flexibility in relation to future debt refinancing.

 

Andrew Coombs, Chief Executive of Sirius, said, "The fact that around 40% of our shareholders were already South African based was key to our decision to seek a secondary listing on the JSE. We are pleased to have proved to be an attractive investment opportunity to South African investors and we are delighted with the support for the Private Placement and the fact that it was well over-subscribed. The significant portion of the placing taken up by these South African investors should allow for good liquidity in the shares going forward. 

The option to make use of the fast track process was another important factor in deciding to go forward with the listing as it meant we could complete it quickly and cost effectively.  We are delighted to have the honour of being the first Company to be fast tracked and we thank the JSE for their tremendous cooperation with Sirius.

The capital raised will support the proposed acquisition of an exciting new selection of German business parks that we have secured and offers an overall attractive net initial yield of 8.1%.  In light of the excellent banking terms we have agreed, the portfolio will have an initial cash on cash yield of 12.9%. The properties fit well within our existing network and we feel confident we can add significant further value through the opportunities within the vacant and other space in the assets."

 

For further information:

Sirius Real Estate                         

Andrew Coombs, CEO                                                                                   +49 (0)30 285010110

Alistair Marks, CFO

 

Peel Hunt

Capel Irwin                                                                                                        +44 (0)20 7418 8900

Hugh Preston

 

Finncap

Stuart Andrews                                                                                                +44 (0)20 7220 0500

Paul Harrington

 

Novella                                     

Tim Robertson                                                                                                  +44 (0)20 3151 7008

Ben Heath        

 

PSG Capital

David Tosi                                                                                                           +27 (0)21 887 9602

Willie Honeyball

Images of Sirius

https://www.flickr.com/photos/128710739@N05/

Company Website

www.sirius-real-estate.com

 

 

 

Below is the Pre-Listing Announcement in full, as required by the JSE for new companies seeking a fast track secondary listing on the ALTx.

 

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

Share Code: SRE

ISIN Code: ISIN GG00B1W3VF54

("Sirius" or "the Company")

 

PRE-LISTING ANNOUNCEMENT, RESULTS OF PRIVATE PLACEMENT AND SECONDARY LISTING OF SIRIUS ON THE ALTERNATIVE EXCHANGE ("ALTX") OF THE JSE LIMITED ("JSE")

 

1.         INTRODUCTION

Sirius is a leading operator and owner of multi-tenant, mixed-use, branded business parks, providing conventional and flexible workspace to the German property market. Sirius owns and operates properties that are spread throughout Germany and over the years has created a market-leading nationwide operating platform to manage its property portfolio.

Sirius has its primary listing on the AIM Market of the London Stock Exchange Plc ("AIM"). Sirius's ordinary shares were admitted to trading on AIM on 4 May 2007. AIM is considered to be an "accredited exchange" as defined in the Listings Requirements of the JSE. Sirius is not listed on any other exchange.

The JSE has granted approval to Sirius for a secondary listing, by way of the fast-track listing process, of all its issued ordinary shares, being 632,257,837 ordinary shares, on the AltX of the JSE in the "Real Estate Holding & Development" sector, under the abbreviated name "Sirius", share code "SRE" and ISIN code GG00B1W3VF54, with effect from the commencement of trading on Friday, 5 December 2014 ("Listing Date").

In conjunction with the secondary listing of Sirius on the AltX ("Listing"), Sirius has raised €40 million by private placement of 105,263,158 ordinary shares ("Private Placement Shares") at an issue price of €0.38 cents per share ("Private Placement"), in both South Africa and the United Kingdom. Sirius will have an anticipated market capitalisation of approximately €238 million on the Listing Date, subsequent to the issue of the Private Placement Shares.

 

2.         OVERVIEW OF SIRIUS

After its initial public offering on AIM in 2007, with approximately €300 million of funds raised, the Company acquired 38 business parks in 2007 and 2008. The majority of these acquisitions were initially financed with five year banking facilities all of which expired in 2012 and 2013 and have subsequently been refinanced.  Sirius has invested in its business parks through branding, changing use, reconfiguring and upgrading space, in particular to appeal to the German SME market, whilst retaining its key larger tenants. 

Sirius was initially managed by an external vehicle owned by Sirius's founders and in January 2012 the management platform was purchased by the Company and brought in-house thereby aligning the interests of management with shareholders.

After the management internalisation, Sirius undertook a capital restructuring, including refinancing its banking arrangements.  This involved (between 2012 and 2014) entering into new banking facilities, disposing of 8 business parks  and a number of land packages as well as conducting two equity placements which raised in aggregate €46.5 million.  Consequently, the Sirius group's ("Group") loan to value was reduced from 65% in March 2013 to 48% as at 30 September 2014. As at the same date, the new banking facilities had an average term remaining of 4.8 years.

Today Sirius owns 30 business parks throughout Germany with a combined book value of €459 million, of which one has been notarised for sale and two other non-core sites remain for sale. The Company has an adjusted net asset value, which excludes the provision for deferred tax and derivative financial instruments, of €247 million or €0.473 cents per share, a market capitalisation (at its closing price as at close of business on 27 November 2014) of approximately €198 million (representing  a 19.8% discount to adjusted net asset value) and is now generating funds from operations ("FFO") of  approximately €12.4 million per year (annualised for the 12 months ended 30 September 2014). The above excludes the proceeds and the effects of the Private Placement. 

3.         PROPERTY PORTFOLIO

Sirius has a diversified property portfolio with approximately one million square metres ("sqm") of lettable space. The portfolio is currently valued by Cushman & Wakefield at €463.6 million and has a book value of €459 million after director write-downs and adjustment for rent-free provision accounting.  The current annual rental and ancillary income generated from the full portfolio is approximately €43 million, which translates to approximately €36 million net operating income, after irrecoverable service charge costs and landlord maintenance costs are subtracted.  The core portfolio is valued with a net yield of 8.1% (based on rental income less service charge, irrecoverable costs and landlord maintenance, divided by valuation). The current vacancy of the core portfolio is 20%, of which approximately 3% is structural vacancy, 9% is space which requires investment before it can be let and 8% is the running void of space which is ready to let.

 

A summary of the key statistics of the current portfolio as at 30 September 2014 are as follows:

Business Parks	30
Property Value	€459.0m
Net Lettable Area sqm	1.0m
Annual Rent (excluding ancillary income)	€42.2m
Average Rate m²	€ 4.53
Occupancy	76%
Occupancy of core  portfolio^	80%
^ Excludes three non-core sites that will be disposed of in due course.

 

The usage split by revenue of the current portfolio as at 30 September 2014 is as follows:

 

Office	30%
Industrial/Storage	55%
Other	15%

 

The current split of Sirius's rental income between the top 50 tenants and the flexible high-yielding tenants, as at 30 September 2014, is as follows:

 

	No. of Tenants	Occupied sqm	Annual Rent	% Total Annual Rent	Rate Per sqm
Top 50 Tenants	50	477,245	€25,595,217	61%	€4.47
SmartSpace Tenants	949	34,615	€2,498,157	6%	€6.01
Other Tenants	1,429	264,230	€14,060,747	33%	€4.43
Total	2,428	776,091	€42,154,121	100%	€4.53

 

The current split of income between usage, as at 30 September 2014, is as follows:

 

	Total Available Sq Mt	Occupied Sq Mt	Occupancy %	Annual Rent	% Total Annual Rent	Rate Per Sq Mt
Office	221,158	169,525	76.65%	€11,311,145	27%	€5.56
Storage/Production	635,883	496,330	78.05%	€22,241,204	53%	€3.73
SmartSpace	69,317	34,615	49.94%	€2,498,157	6%	€6.01
Other	92,634	75,621	81.63%	€4,338,899	10%	€4.78
Non Occupancy Related	-	-	-	€1,764,716	4%	-
Total	1,018,992	776,091	76.16%	€42,154,121	100%	€4.53

 

 

4.         ACQUISITION PORTFOLIO

The funds raised in the Private Placement will be used to fund, in part, the acquisition of a 5 asset portfolio comprised of mixed use business parks for a total acquisition cost of €75.6 million, in respect of 4 of which agreements have been reached, due diligence successfully completed but which agreements are subject to outstanding conditions precedent and formal completion and in respect of the fifth property, negotiations are ongoing ("Acquisition Portfolio"). A term sheet with the Company's existing bankers relating to a new debt facility of €36.0 million for 5 years at an initial all-in fixed interest rate of less than 3% has been secured to fund the Acquisition Portfolio alongside the Private Placement proceeds.

 

5.         FINANCIAL EFFECTS OF THE PRIVATE PLACEMENT AND THE ACQUISITION OF THE ACQUISITION PORTFOLIO

The Acquisition Portfolio has a current net initial yield of 8.1% (based on the total purchase price plus costs other than financing costs), a vacancy of approximately 17.1%, a cash on cash yield of 12.9%, a current recurring rental income of €6.8 million, a recurring net operating income of €6.1 million per annum and a weighted average lease length remaining (WALE) of 3.9 years. The acquisition is expected to be immediately 16.4% accretive to earnings and dividends per share and only 1.5% dilutive to adjusted net asset value per share after factoring in the uplift from the Cushman & Wakefield valuation of the Acquisition Portfolio over its total cost of acquisition. The Acquisition Portfolio has a total lettable area of 111,476 sqm. Three of the properties in the Acquisition Portfolio are located on the outskirts of Berlin, one is in Bonn adjacent to an existing Sirius site and one is located in a new location for Sirius in Aachen near the Dutch and Belgian border. The directors believe that there is potential for significant value creation in the Acquisition Portfolio over the next few years.

 

 

6.         ASSET MANAGEMENT

The Sirius asset management capabilities have taken many years to develop and are now one of the key assets of the business, providing Sirius with a competitive advantage over its competitors.  Sirius directs its focus towards multi-tenant, mixed-use properties which most others in Germany struggle to manage effectively.  The key element is the fact that most of its property management responsibilities are performed internally by Group employees with very little reliance on external suppliers. This is necessary due to the high level of detailed, management intensive functions required to manage this asset class effectively.

The Group's asset management platform includes 165 employees and focuses on the following:

·    Marketing and multi-letting up vacant space as well as newly created space and renewing existing tenants at higher rental rates - undertaken  by a dedicated lettings, renewals and marketing team;

·    Lease creation, debt collection and all legal issues - undertaken by legal & debt collection teams;

·    Comprehensive financial reporting - internal reporting as well as statutory and bank reporting - undertaken by the finance team;

·    Effective service charge recovery where the percentage recovery of costs is higher than the occupancy rate - undertaken by a dedicated service charge team in conjunction with the finance team;

·    Facility & utilities management including the control of supply & purchasing, metering, allocation and recovery - undertaken by on-site operations and regional operations managers;

·    Sourcing appropriate properties off-market or through intermediaries fitting all necessary criteria - undertaken by a dedicated acquisitions team; and

·    Creating and building innovative workspace solutions within the acquired business parks to cater for local demand - undertaken by a dedicated development & marketing team.

7.         BANK FACILITIES

Sirius and its subsidiaries ("the Group") have entered into four bank facilities totalling €222 million and a convertible bond with a face value of €5 million. The bank facilities expire between January 2017 and July 2023 and have an average unexpired term of 4.8 years. The average cost of debt is currently approximately 4.6%.

The first facilities due for renewal are two with Macquarie Bank (due for renewal in January 2017), which currently total €57 million, and which the Company believes can be refinanced on better terms which if achieved will reduce the average cost of debt of the Group.

 

8.         DIVIDEND POLICY

The Company has adopted a policy of paying 65% of FFO in each financial year as a cash dividend with a scrip alternative.  The dividend is paid on a semi-annual basis.  The dividend declared for the six months ending 30 September 2014 was €0.77 cents per share.

 

9.         PROSPECTS

Following the completion of the internalisation of Sirius's management and capital restructuring, optimisation of its portfolio and further advances to its operating platform, the opportunities for income generation and value enhancement are compelling. 

Sirius is firmly established as one of the leading operators of business parks in Germany, with strong support from equity and debt funders even with the backdrop of difficult European real estate markets brought about by the global financial crisis, the European sovereign debt crisis and resultant economic and funding constraints. Given the success Sirius has had in funding its business, strengthening its capital structure and reducing its cost of capital, the Sirius board of directors believe in its ability to fund future growth, both organic and acquisitive. Listing on the AltX should further enhance this.  The Company has historically been well supported by South African investors while equity and debt funding conditions have been difficult in Europe and it is expected that this support will be enhanced with its AltX listing.

Considering the progress that the Company has made over the last 5 years and the significant growth opportunities available to it, the future prospects of the Company are encouraging.

 

10.       RATIONALE FOR THE SECONDARY LISTING ON THE ALTX

The rationale for the secondary listing on the AltX is to:

-           raise capital to fund, in part, the acquisition of the Acquisition Portfolio alongside the new debt facility;

-           increase the liquidity and tradability in the Company's shares;

-           give existing and new South African investors an opportunity to participate in the Company's income and value generation potential;

-           provide South African investors with an additional local platform to invest and trade in the Company's shares; and

-           further diversify the Company's shareholder base.

 

11.       RESULTS OF PRIVATE PLACEMENT

In terms of the Private Placement that closed on 26 November 2014, Sirius successfully placed a total of 105,263,158 ordinary shares, representing 20% of the Company's current issued share capital (excluding treasury shares), of which 90,008,658 Private Placement Shares were placed on the South African register and the balance onto the United Kingdom register at an issue price of €0.38 cents per share, for an aggregate subscription amount of €40 million. All ordinary shares will be eligible for trading on both AIM and AltX provided they are on the UK or South African register respectively at the time of trading. All ordinary shares are fully fungible and may therefore be moved from one register to the other for purposes of trading, save for any exchange control restrictions that may be applicable.

The Company received applications for a total subscription amount of €71.9 million and the board is pleased that the Private Placement was well over-subscribed.

Successful applicants will be notified of their allocations on Monday, 1 December 2014.

 

12.       SECONDARY LISTING ON THE ALTX OF THE JSE

The financial surveillance department of the South African Reserve Bank has approved both the secondary listing of Sirius and the Private Placement.

The JSE has granted Sirius a secondary listing, by way of the fast-track listing process, of all its issued ordinary shares on the AltX of the JSE in the "Real Estate Holding & Development" sector, under the abbreviated name "Sirius", share code "SRE" and ISIN code GG00B1W3VF54 with effect from the commencement of trade on the Listing Date.

 

13.       COMPANY INFORMATION

The Company was incorporated under the Companies (Guernsey) Law 1994, as amended, under number 46442 on 20 February 2007, with its registered address situated at PO Box 119, Martello Court, Admiral Park, St Peter Port, Guernsey GY1 3HB, Channel Islands. The Company is not registered as an external company in South Africa. Following its management internalisation and corporate restructuring, Sirius confirmed with the Guernsey Financial Services Commission ("GFSC") that it no longer required registration as an authorised collective investment scheme.  At the Company's request the GFSC withdrew its registration with effect from 17 June 2014. 

The Company has its financial year-end at 31 March.

The Company has appointed Computershare Investor Services Proprietary Limited (Registration Number 2004/003647/07) as its transfer secretaries in South Africa with its main place of business at Ground Floor, 70 Marshall Street, Johannesburg, 2001. The Company has appointed Capita Asset Services (a trading name of Capita Registrars Limited) (Registration Number 2605568) as its Registrar in the United Kingdom with its main place of business at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.

 

14.       SHARE CAPITAL

The authorised and issued share capital of Sirius prior to the Private Placement is as set out in the table below:

	Number of shares
Authorised share capital
Ordinary shares of no par value	Unlimited
Issued and fully paid
Issued ordinary shares	522,012,895
Issued ordinary shares held in treasury	4,981,784
	526,994,679

The authorised and issued share capital of Sirius on Listing Date, after the issue of the Private Placement Shares will be as set out in the table below:

	Number of shares
Authorised share capital
Ordinary shares of no par	Unlimited
Issued and fully paid
Issued ordinary shares	627,276,053
Issued ordinary shares held in treasury	4,981,784
	632,257,837

 

On the Listing Date all shares in issue, including those issued in the Private Placement, shall rank pari passu with each other in all respects, including in respect of voting rights, dividends and other distributions declared after the Listing Date and none will have any restrictions in relation to transferability. The Private Placement Shares will not be eligible to receive the dividend or participate in the scrip dividend alternative in relation to the interim dividend declared in respect of the six months ending 30 September 2014.

 

15.       FINANCIAL INFORMATION

All relevant historical financial information of the Company is available on the Company's website (www.sirius-real-estate.com /investor-relations/financial-information/).

Set out below are the basic, diluted, adjusted and headline earnings (as defined in terms of The South African Institute of Chartered Accountants Circular 2/2013) per share of Sirius for the six months ended 30 September 2014 and the twelve months ended 31 March 2014:

 

	(Unaudited) six months ended 30 September 2014 €000	(Unaudited) six months ended 30 September 2013 €000	(Audited) twelve months ended 31 March 2014 €000
Earnings
Basic earnings	12,637	10,283	28,927
Diluted earnings	12,762	10,283	29,184
Headline
Basic earnings	12,637	10,283	28,927
Add back revaluation surplus, net of related tax	(9,212)	(4,679)	(21,171)
Add back (gain)/loss on sale of properties	(1,084)	336	1,687
Headline earnings	2,341	5,940	9,443
Add back change in fair value of derivative financial instruments	2,567	(81)	128
Add back non-recurring items	(49)	852	1,235
Adjusted earnings	4,859	6,711	10,806
Number of shares
Weighted average number of ordinary shares for the purpose of basic earnings per share	520,244,292	328,708,966	395,758,526
Weighted average number of ordinary shares for the purpose of diluted earnings per share	541,077,625	349,542,300	416,591,859
Weighted average number of ordinary shares for the purpose of headline and adjusted earnings per share	520,244,292	328,708,966	395,758,526
Basic earnings per share	2.43c	3.13c	7.31c
Diluted earnings per share	2.36c	2.98c	7.01c
Headline earnings per share	0.45c	1.81c	2.39c
Diluted headline earnings per share	0.46c	1.74c	2.30c
Adjusted earnings per share	0.93c	2.04c	2.73c

 

The number of shares has been adjusted for the 4,919,284 shares held by the Company as Treasury Shares.

In addition to costs for the migration of the Company's tax domicile from Guernsey to the UK (€124k), land tax charges for prior years (€88k) and fees associated with refinancing (€14k), the non-recurring items include costs for shares issued under the long-term incentive scheme (€227k) and interest income received from prior years (€502k). The directors have chosen to disclose adjusted earnings per share in order to provide a better indication of the Group's underlying business performance; accordingly, it excludes the effect of non-recurring items, deferred tax and revaluation surpluses and deficits on investment properties and derivative instruments.

Set out below is the net assets per share of Sirius as at 30 September 2014 and at 31 March 2014:

	(Unaudited) 30 September 2014 €000	(Unaudited) 30 September 2013 €000	(Audited) 31 March 2014 €000
Net assets
Net assets for the purpose of assets per share (assets attributable to the equity holders of the Parent)	238,123	167,936	226,280
Deferred tax arising on revaluation of properties	6,566	3,172	4,200
Derivative financial instruments	2,228	116	(504)
Adjusted net assets attributable to equity holders of the Parent	246,917	171,224	229,976
Number of shares
Number of ordinary shares for the purpose of net assets per share	522,075,395	349,750,547	518,900,307
Net assets per share	45.61c	48.02c	43.61c
Adjusted net assets per share	47.30c	48.96c	44.32c

 

The number of shares has been adjusted for the 4,919,284 shares held by the Company as Treasury Shares.

 

Save as disclosed in the half year results for the six months ending 30 September 2014, any shares which are required to be issued pursuant to the scrip dividend alternative in respect of the interim dividend declared in respect of the six months ending 30 September 2014, the 1,575,641 shares issued pursuant to the scrip dividend alternative in respect of the final dividend for the financial year ended 31 March 2014 and the Private Placement, no significant change in the financial or trading position of Sirius has occurred since 31 March 2014, the end of the last financial period for which audited financial statements of the Company have been published. 

  

16.       SIRIUS DIRECTORS

The full names, ages, business addresses and capacities of the directors of Sirius are provided below:

Full name	Age	Capacity	Business Address
Andrew James Coombs	49	Chief executive officer	Lennestr 3, Berlin 10785, Germany
Alistair Brian Marks	45	Chief financial officer	Lennestr 3, Berlin 10785, Germany
Robert Archibald Gilchrist Sinclair	65	Non-executive chairman	Trafalgar Court 2nd Floor, East Wing Admiral Park St Peter Port Guernsey GY1 3EL
Rolf Elgeti	38	Non-executive director	Obotritia Capital KGaA Foersterweg 2 14482 Potsdam
Wessel Johannes Hamman	41	Non-executive director	26 Throgmorton Street, London, United Kingdom, EC2N 2AN
Andrew James Peggie	44	Non-executive director	63 Grosvenor Street, London W1K 3JG

 

17.       MAJOR SHAREHOLDERS

The following shareholders will, directly or indirectly, beneficially hold more than 5% of the issued share capital of the Company on the Listing Date:

Shareholder	Number of shares	% of the issued share capital
Karoo Investment Fund	128,611,451	20.5%
Premier Fund Managers Ltd	49,493,547	7.9%
Taube Hodson Stonex Partners	38,133,473	6.1%
Total	216,238,471	34.47%

Note: Excluding treasury shares

18.       DIRECTORS' STATEMENTS

The directors of Sirius have no reason to believe that the working capital available to the Group will be insufficient for at least 12 months from the Listing Date.

The directors of Sirius hereby confirm that Sirius has, to the best of their knowledge and belief, adhered to all legal and regulatory requirements of AIM.

 

19.       SALIENT DATES RELATING TO THE PRIVATE PLACEMENT AND THE LISTING

The salient dates relating to the Private Placement and the Listing are set out below:

Results of the Private Placement released on SENS on	Friday, 28 November 2014
Publication of the pre-listing announcement	Friday, 28 November 2014
Notification of allotments on	Monday, 1 December 2014
Anticipated listing date on the AltX	Friday, 5 December 2014
Accounts at CSDPs or brokers updated and CREST accounts credited in respect of the Private Placement Shares at the commencement of trade on the AltX and on AIM	Friday, 5 December 2014
Note: The above times and dates are subject to change. Any such change will be notified on SENS.

 

20.       AVAILABILITY OF DOCUMENTS

Documents, such as financial statements, public announcements and investor presentations which Sirius has made public over the last two years and the constitutional documents of Sirius are available on the Company's website at www.sirius-real-estate.com/investor-relations/.

 

Guernsey

28 November 2014

Transaction adviser, sole bookrunner and sponsor in relation to the listing on AltX and the Private Placement in South Africa: PSG Capital (Pty) Ltd

Sole bookrunner and nomad in relation to the AIM Rules and private placing in the UK: Peel Hunt

Legal Adviser as to English and South African law: Norton Rose Fulbright

 

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company in relation to the 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 nor for providing advice in relation to the Private Placement or any other matter referred to in this announcement.

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 1933, as amended (the "Securities Act"), Australia, Canada, South Africa 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 Private Placement Shares 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 Private Placement 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. No public offering of shares referred to in this announcement is being made in the United States, the United Kingdom or elsewhere.

The information in this press release 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. Save as required by law or by the AIM Rules or the rules of the JSE, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement. Past performance cannot be relied on as a guide to future performance.

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 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. Neither Peel Hunt nor any of their affiliates or agents shall have any obligation to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent.

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 authorised 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 the Private Placement Shares, as the case may be. This announcement contains no recommendation or guidance as to whether the acquisition of the Private Placement Shares is appropriate to the particular objectives, financial situation or particular needs of any placee or subscriber.

This announcement is directed only at: (a) persons in member states of the European Economic Area who are 'Qualified Investors' within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state); (b) persons in the United Kingdom, 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 (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (c) persons in South Africa, who fall within the categories of persons set out in section 96(1)(a) and section 96(1)(b) of the Companies Act, 2008, including but not limited to (i) persons whose ordinary business, or part of whose ordinary business, is to deal in securities; (ii) persons who are regulated by the South African Reserve Bank; (iii) financial services providers licensed under the Financial Advisory and Intermediary Services Act, 2002; or (iv) financial institutions as defined in the Financial Services Board Act, 1990 or (v) persons who subscribe for a minimum amount of R1 000 000 per single addressee acting as principal, (all such persons in (a) (b) and (c) together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons.