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.
10 June 2016
Sirius Real Estate Limited
("Sirius Real Estate" or the "Company")
Investor Response to Proposed Private and Secondary Placement
Sirius Real Estate, the leading operator of branded business parks providing conventional and flexible workspace to the German market, is pleased to confirm that it has had a positive response to the private and secondary placement announced on Thursday 9 June 2016 and the book has been significantly oversubscribed.
In total 66 200 000 ordinary shares were available for subscription or acquisition and the Company received bids for 169 396 165 ordinary shares (in respect of both the private and secondary placement) ("Private Placement Shares"). The book will clear at €0.53 (fifty three Euro cents). The Private Placement Shares will not be eligible to receive the final dividend of 1.30 Euro cents declared in respect of the twelve months ending 31 March 2016 or to participate in the scrip dividend alternative in relation to that dividend. Given the strength of the book and the opportunities available, the Board may use its discretion to increase the number of shares issued in terms of the private placement.
The Board is currently considering the final allocations and will make a more detailed announcement on Monday 13 June 2016.
For further information:
Sirius Real Estate
Andrew Coombs, CEO +49 (0)30 285010110
Alistair Marks, CFO
Peel Hunt
Joint UK Bookrunner
Capel Irwin - Corporate +44 (0)20 7418 8900
Alastair Rae - ECM Syndicate +44 (0)20 7418 8914
Canaccord Genuity Limited +44 (0)20 7523 8000
Joint UK Bookrunner
Bruce Garrow
Chris Connors
PSG Capital
Sole SA Bookrunner
David Tosi +27 (0)21 887 9602
Willie Honeyball
Novella
Tim Robertson +44 (0)20 3151 7008
Toby Andrews
Company Website
www.sirius-real-estate.com
IMPORTANT NOTICE
Peel Hunt LLP ("Peel Hunt") and Canaccord Genuity Limited ("Canaccord Genuity") which in the United Kingdom are authorised and regulated by the Financial Conduct Authority, are acting solely for the Company in relation to the Bookbuild and 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 and Canaccord Genuity nor for providing advice in relation to the Private Placement or any other matter referred to in this announcement.
PSG Capital Proprietary Limited ("PSG Capital") is acting solely for the Company in relation to the Bookbuild and 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 PSG Capital nor for providing advice in relation to the Private Placement or any other matter referred to in this announcement.
This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or to US Persons, Australia, Canada or Japan or any jurisdiction into which the publication or distribution would be unlawful.
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 of 1933, as amended (the "Securities Act"), Australia, Canada 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 securities 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 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.
The information in this announcement 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.
These forward-looking statements speak only as at the date of this document. Save as required by applicable law or regulation, or by the AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules and the JSE Listing Requirements, none of the Company, its agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in the Directors' expectations or to reflect events, conditions or circumstances after the date of this announcement or otherwise and none of the Company, Peel Hunt, Canaccord Genuity or PSG Capital or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this document or to correct any inaccuracies in any such information which may become apparent or to provide you with additional information.
No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
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, Canaccord Genuity or PSG Capital 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.
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, and persons needing advice should consult an independent financial adviser.
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 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 Private Placement Shares.
Members of the public are not eligible to take part in the Private Placement. This announcement is directed only at: (a) persons in the United Kingdom who are 'Qualified Investors' falling within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in the UK) 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, as amended (the "Order"); or (ii) fall within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (b) persons to whom it may otherwise be lawfully communicated. Insofar as this announcement relates to the South African Private Placement, it is directed only at persons in South Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act or (ii) acquire Private Placement Shares or Ordinary Shares in the Secondary Placing for a minimum acquisition cost of R1 000 000 for single addressee acting as principal , as envisaged in section 96(1)(b) of the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such persons in contemplated in (a) or (b) and the South-African Eligible Investors are together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Private Placement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
By participating in the bookbuilding process and the Private Placement, placees and prospective placees will be deemed to have read and understood this announcement in its entirety.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in or forms part of this announcement.
