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")
Admission to Johannesburg Stock Exchange ("JSE")
Sirius Real Estate Limited is pleased to confirm, as envisaged in the announcement dated 28 November 2014 relating to the Private Placement, that its secondary listing on the Alternative Exchange of the JSE has become effective at the opening of trading on the JSE this morning. This is by way of the fast track listing of all its issued ordinary shares, including the shares issued pursuant to the Private Placement.
Further to this, the Company is pleased to announce that the Private Placement has now become unconditional. The Company's issued share capital is therefore 632,257,837 shares, of which 4,981,784 are held in treasury. The total number of shares with voting rights in the Company is 627,276,053.
Enquiries:
Sirius Real Estate
Andrew Coombs, CEO +49 (0)30 285010110
Alistair Marks, CFO
Peel Hunt
Capel Irwin +44 (0)20 7418 8900
Hugh Preston
PSG Capital
David Tosi +27 (0)21 887 9602
Willie Honeyball
Finncap
Stuart Andrews +44 (0)20 7220 0500
Paul Harrington
Novella
Tim Robertson +44 (0)20 3151 7008
Ben Heath
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.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the meaning given to them in announcement dated 28 November 2014 relating to the Private Placement.
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.
