TIDMSRE
RNS Number : 4674M
Sirius Real Estate Limited
28 July 2017
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, AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION IS UNLAWFUL.
28 July 2017
Sirius Real Estate Limited
("Sirius Real Estate", "Sirius" or the "Company")
EUR25 million Private Placement to fund acquisition of German
property portfolio
Sirius Real Estate, a leading operator of branded business parks
providing conventional space and flexible workspace in Germany, is
pleased to announce the private placement ("Private Placement"),
subject to completion, of 39,888,185 new ordinary shares ("Private
Placement Shares") to institutional investors to raise
approximately EUR25 million(1) (before expenses) to acquire a
property portfolio ("the Acquisition Portfolio").
The Acquisition Portfolio
-- The Company has identified a portfolio of acquisition
opportunities consisting of four assets, to be purchased for
approximately EUR40.2 million (inclusive of acquisition costs)
representing an EPRA net initial yield of 5.4% (or 7.6% when
excluding one completely vacant asset valued at EUR8.9 million).
The portfolio provides an attractive mix of stable rental income,
currently EUR2.7 million per annum, combined with opportunity
through developing and letting up the vacant space of 16,100 sqm
(28% of the total lettable area).
-- All four assets are well located and provide opportunities
for Sirius to apply its local market expertise and asset management
capabilities to increase income and capital values. Additionally,
it provides an excellent opportunity to enter the Hamburg market
which the Company has been seeking to do for some time.
-- The purchase of the Acquisition Portfolio will be met in part
by the net funds raised from the Private Placement with the balance
to be funded by bank debt.
-- As detailed in the Company's recent announcements, Sirius has
funds from its recycling programme to acquire further assets but
these would need to be used as substitution assets within the
banking facilities of the assets that have been recently sold. The
assets within the Acquisition Portfolio due to their lower income
and vacancy levels, which we view as opportunities, would not
necessarily be accepted by these banks as substitute assets.
Therefore, the new equity will provide Sirius with the flexibility
to manage the process of substitution and also invest in new
opportunities with greater potential returns.
Details of the Private Placement
The Placing Price will be 56 pence per share, a premium to the
last reported adjusted NAV(2) per share of 6.6% and a discount of
1.3% to yesterday's closing mid-market price of 56.75 pence per
share.
Peel Hunt, Berenberg and PSG Capital acted as joint bookrunners
in respect of the Private Placement.
Application will be made for the Private Placement Shares to be
admitted to trading on the main market of London Stock Exchange Plc
("LSE"), to be admitted to listing on the premium segment of the
Official List of the UK Listing Authority and to be listed on the
main board of the Johannesburg Stock Exchange ("JSE")
("Admission").
The Private Placement is conditional on, inter alia, Admission.
It is expected that Admission of the Private Placement Shares,
which will rank pari passu to existing ordinary shares in the
Company in all respects, will occur on or around 04 August 2017; at
8 a.m. (BST) on the LSE and at 9 a.m. (SAST) on the JSE.
The Private Placement Shares represent approximately 4.5% of
Sirius Real Estate's issued ordinary share capital prior to the
Private Placement. Following the issue of the Private Placement
Shares, the total number of voting rights in the Company will be
918,161,886, the number of shares in treasury will be 574,892 and
the total number of shares in issue (including those in treasury)
will be 918,736,778.
Directors' and PDMRs participation
Certain Directors and PDMRs of the Company have agreed to
subscribe for a total of 105,714 Private Placement Shares as
detailed below:
Name Position Private Ordinary Percentage
Placement Shares held of Enlarged
Shares immediately Share Capital
after Admission
Neil Sachdev Chairman 35,714 58,851 0.006%
Andrew Coombs CEO 50,000 4,628,258 0.5%
Rudiger
Swoboda Sales Director 20,000 463,059 0.05%
Andrew Coombs, Chief Executive, commented:
"I am very pleased we have completed this fund raising and
thereby created a pool of capital that we can use to acquire some
very interesting property assets that we believe can be transformed
by converting under-utilised spaces, increasing occupancy and
rental income over the longer term and ultimately lifting the
capital values of each site.
It is equally pleasing to see some of the institutions who have
invested in Sirius following our move to the main markets in London
and Johannesburg also participate in this fund raising.
Our market in Germany is strong and so is the outlook, with
growing demand for our conventional space offerings from companies
of all sizes as well as raised demand for our flexible workspace
solutions from Germany's substantial SME sector. This all
translates into increased demand for rental space which bodes well
for our existing portfolio as well as these new assets we are
looking to acquire."
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
(1) The Company has entered into hedging arrangements for the
placing funds to be converted into EUR
(2) Reported adjusted NAV as at 31 March 2017 of 58.82c applied
to the current GBP:EUR FX rate of 1.1192.
-Ends-
For further information:
Sirius Real Estate
Andrew Coombs, CEO
Alistair Marks, CFO +49 (0)30 285010110
Peel Hunt - Joint UK Bookrunner
Capel Irwin
Edward Fox +44 (0)20 7418 8900
Berenberg - Joint UK Bookrunner
Chris Bowman
Toby Flaux +44 (0)20 3207 7800
PSG Capital - Sole SA Bookrunner
David Tosi
Willie Honeyball +27 (0)21 887 9602
Novella
Tim Robertson
Toby Andrews +44 (0)20 3151 7008
About Sirius Real Estate
Sirius is a property company listed on the main market and
premium segment of the London Stock Exchange and the main board of
the Johannesburg Stock Exchange. It is a leading operator of
branded business parks providing conventional space and flexible
workspace in Germany. 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.
Important Notice
Peel Hunt LLP ("Peel Hunt") and Joh. Berenberg, Gosslet &
Co. KG ("Berenberg"), which are authorised and regulated by the
Financial Conduct Authority and, in Berenberg's case, authorised by
the German Federal Financial Supervisory Authority (BaFin) and
subject to limited regulation by the Financial Conduct Authority,
respectively; 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 Berenberg 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
in South Africa 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 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 in the
United States, Australia, Canada, Japan or any other jurisdiction.
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.
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 Listing Rules, Prospectus Rules, the Disclosure and
Transparency Rules, the LSE's Admission and Disclosure Standards
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, Berenberg 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, Berenberg 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQXVLFLDDFFBBL
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