Proposed Private Placement 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.
09 June 2016
Sirius Real Estate Limited
("Sirius Real Estate" or the "Company")
Private Placement Raising of up to €20 million to be used for Further Acquisitions and Refinancing and Secondary Placement of up to 27 million shares
Sirius Real Estate, the leading operator of branded business parks providing conventional and flexible workspace to the German market, is pleased to announce the proposed raising of up to €20 million by a private placement ("Private Placement") of new ordinary shares ("Private Placement Shares") to fund:
· Further acquisitions with an all-in cost of up to €55.8 million ("the Acquisition Portfolio") of which €29.1 million is in exclusivity and €26.7 million is under negotiation. The Acquisition Portfolio is expected to be acquired with an EPRA net initial yield of 8.1% and would contribute approximately €5.3 million to annualised rental income and €4.5 million to net operating income.
· The refinancing of an existing €39.6 million facility currently with an interest rate of 2.68% and a 3.5 year remaining term, with a new €77 million 7-year bank facility with an expected fixed interest rate of around 1.6% with the same lender.
· The purchase of the Acquisition Portfolio will be met in part by the net funds raised from the Private Placement and the balance will be funded by the proposed new banking facility currently under negotiation.
· The Acquisition Portfolio is expected to increase the Company's annualised rental income to in excess of €68 million and the whole transaction is expected to be approximately 7.6% accretive to the annual dividend per share when all transactions are completed, whilst only being very marginally dilutive to Adjusted NAV per share. Overall the Acquisition Portfolio is expected to generate an IRR over 5 years of more than 15%.
Andrew Coombs, Chief Executive of Sirius, said, "Our ability to acquire German mixed use property portfolios yielding in excess of 8%, combined with the availability to us of 7 year debt at very low interest rates, creates an opportune time for the Company to be expanding and locking in these valuable opportunities for our shareholders, for the longer term.
The potential acquisition portfolio with a net initial yield of 8.1% is attractive and this has the potential for significant further improvement through the introduction of Sirius's product range into the vacant space which is around 33% of the total lettable space.
We are pleased to be able to bring this opportunity to the market as we see significant benefits, both short-term and longer-term, for our shareholders with these transactions. Reflecting the Company's ambitions and the interest from investors, the Company is making plans currently to seek a main market listing in London and Johannesburg and expects to provide an update on these plans later in the year."
Further details on the Private Placement
The Private Placement is being conducted, subject to the satisfaction of certain conditions, through a bookbuild (the "Bookbuild") which will be launched immediately following this Private Placement announcement (the "Announcement"). The Company expects to announce the results of the Private Placement on 10 June 2016.
Peel Hunt and Canaccord Genuity have been appointed joint bookrunners in respect of the UK element of the Private Placement and PSG Capital has been appointed sole bookrunner in respect of the South African element of the Private Placement.
Peel Hunt, Canaccord Genuity and PSG Capital will consult with the Company and in their absolute discretion will determine potential participants in the Private Placement. Every participant in the Private Placement will do so on and subject to the terms and conditions set out in the Irrevocable Undertakings which each participant will be required to enter into in connection with his or her agreement to subscribe for Private Placement Shares.
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. The Private Placement Shares 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 Admission.
Application will be made for the Private Placement Shares to be admitted to trading on the AIM of the London Stock Exchange Plc and to be listed on the AltX of the Johannesburg Stock Exchange ("Admission").
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 or around 21 June 2016; at 8 a.m. (GMT) on AIM and at 9 a.m. (CAT) on AltX.
Secondary Placement
PSG Capital have also been appointed by Clearance Capital Limited in respect of the sale of up to 27 million Ordinary Shares of Sirius held by Clearance Capital funds including the Karoo Investment Fund S.C.A. SICAV-SIF ("Karoo"). Karoo is a fixed life opportunistic real estate securities fund with a scheduled termination date of 31 July 2016. Karoo owned 17.9% of the Sirius issued shares on 31 December 2015 but commenced a programme to distribute the Sirius shares to its shareholders. The first leg of this in-specie distribution completed in January 2016 and the second leg will complete on 24 June 2016. The shares being sold in the Secondary Placement represent those shares over which the Karoo shareholders have elected not to receive an in-specie distribution, as well as shares held by other Clearance Capital funds. These shares are currently held on the South African register of Sirius and are being sold to South African based investors simultaneously with the South African element of the Private Placement. Following the placement Karoo will no longer hold any Sirius shares.
The Private Placement is conditional upon the Secondary Placement occurring at the same time.
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
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.
This information is provided by RNS
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