Results of Retail Offer

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: GG00B1W3VF54

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

12 July 2024

Sirius Real Estate Limited

Results of Retail Offer

Further to the announcement dated 11 July 2024, Sirius Real Estate Limited ("Sirius" or the "Company" and together with its subsidiaries, the "Group") is pleased to announce that, following the closing of the Retail Offer on the PrimaryBid platform on 11 July 2024, 2,659,574 Ordinary Shares will be issued at a price of 94 pence per Retail Offer Share in connection with the Retail Offer.

Capitalised terms used in this announcement have the meaning given to them in the Capital Raise Announcement on 10 July 2024, unless otherwise defined in this announcement (the "Announcement"). 

Admission

Application has been made for the admission of 162,234,042 Ordinary Shares to be issued pursuant to the Capital Raising to listing on the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities and for listing and trading on the main board of the JSE ("Admission"). UK Admission is expected to become effective at 8.00 a.m. (London time) on 16 July 2024 or such later date as the Banks, the Company and PSG Capital may agree being no later than 8.00 a.m. (London time) on 30 July 2024. JSE Admission is expected to become effective at 9.00 a.m. (Johannesburg time) on 16 July 2024 or such later date as the Banks, the Company and PSG Capital may agree being no later than 9.00 a.m. (Johannesburg time) on 30 July 2024.

Following Admission, the total number of Ordinary Shares in issue in the Company will be 1,511,857,390. The Company does not hold any shares in treasury and, therefore, following Admission, the number of voting shares in issue in the Company will be 1,511,857,390. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, contact:

Enquiries:

Sirius Real Estate Limited

Andrew Coombs, CEO / Chris Bowman, CFO

Tel: +44 (0) 203 717 1000 (via FTI)

Berenberg (UK Sponsor, Joint Global Co-ordinator & Joint Bookrunner)

Toby Flaux / Richard Bootle / Alix Mecklenburg-Solodkoff / Patrick Dolaghan

Tel: +44 (0) 203 207 7800

Peel Hunt (Joint Global Co-ordinator & Joint Bookrunner)

Capel Irwin / Carl Gough / Henry Nicholls / Flora McMicking

Tel: +44 (0) 207 418 8900

Panmure Liberum (Joint Bookrunner)

David Watkins / Amrit Mahbubani

Tel: +44 (0) 203 100 2000

PSG Capital (SA Adviser, Sole SA Bookrunner, Placing Agent & JSE Sponsor)

Terence Kretzmann / Calvin Craig / Johann Piek

Tel: +27 (0) 81 831 2709 / +27 (0) 72 959 8198 / +27 (0) 65 975 1000

FTI Consulting (Financial PR)

Richard Sunderland / Ellie Sweeney / James McEwan / Talia Shirion

Tel: +44 (0) 203 727 1000

[email protected] 

About Sirius Real Estate Limited

Sirius is a property company listed on the main and premium market of the London Stock Exchange and the main board of the JSE. It is a leading owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany and the UK. As of 31 March 2024, the Group's portfolio comprised 142 assets let to 9,654 tenants with a total book value of over €2.1 billion, generating a total annualised rent roll of €188.7 million. Sirius also holds a 35% stake in Titanium, its €350+ million German-focused joint venture with clients of AXA IM Alts.

The Company's strategy centres on acquiring business parks at attractive yields and integrating them into its network of sites - both under the Sirius and BizSpace names and alongside a range of branded products. The business then seeks to reconfigure and upgrade existing and vacant space to appeal to the local market via intensive asset management and investment and may then choose to refinance or dispose of assets selectively once they meet maturity, to release capital for new investment. This active approach allows the Company to generate attractive returns for shareholders through growing rental income, improving cost recoveries and capital values, and enhancing returns through securing efficient financing terms.

For more information, please visit: www.sirius-real-estate.com

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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 into the United States. The securities referred to herein have not been and will not be registered under the Securities Act 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.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Offer Shares is being made in any such jurisdiction.

A copy of the prospectus published by the Company in connection with Admission is available on Sirius's website (www.sirius-real-estate.com). Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

No action has been taken by the Company, any of the Banks or PSG Capital or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Banks and PSG Capital to inform themselves about, and to observe, such restrictions.

In member states of the European Economic Area (the "EEA"), this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will be engaged in only with such persons. This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from any applicable body in South Africa in relation to the Offer Shares and the Offer Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Accordingly, the Offer Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction in which such activities would be unlawful.

In South Africa, the South Africa Placing has only been made by way of a private placement of Ordinary Shares to selected persons (i) falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, No. 71 of 2008, as amended (the "South African Companies Act"); or (ii) acting as principal, acquiring SA Placing Shares for a total contemplated acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Eligible Investors"). This Announcement is only being made available to such South African Eligible Investors. Accordingly (i) the South Africa Placing is not an "offer to the public" as contemplated in the South African Companies Act; (ii) this Announcement, the Capital Raise Announcement, the results of Capital Raise (excluding the Retail Offer) announcement and the Prospectus do not, or intend to not, constitute a "registered prospectus" or an advertisement relating to an offer to the public, as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission (the "CIPC") in respect of the South Africa Placing. As a result, the Announcement, the Capital Raise Announcement, the results of Capital Raise (excluding the Retail Offer) announcement and the Prospectus do not comply with the substance and form requirements for a prospectus set out in the South African Companies Act, 2008 and the South African Companies Regulations, 2011, and neither the announcements nor the Prospectus have been approved by, and/or registered with, the CIPC, or any other South African authority.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended (the "FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the SA Placing Shares or in relation to the business or future investments of the Company, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this Announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Banks, PSG Capital, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA, the London Stock Exchange or the JSE.

Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and subject to limited regulation by the FCA in the United Kingdom. Peel Hunt and Panmure Liberum are authorised and regulated in the United Kingdom by the FCA. PSG Capital is authorised and regulated by the JSE Limited. Each Bank and PSG Capital is acting exclusively for the Company and no one else in connection with the Placing and the South Africa Placing, as applicable, the contents of this Announcement and other matters described in this Announcement. No Bank or PSG Capital will regard any other person as its client in relation to the Placing and the South Africa Placing, as applicable, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees or SA Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing and the South Africa Placing, as applicable, the content of this Announcement or any other matters referred to in this Announcement. Neither Banks nor PSG Capital or any of their respective affiliates are acting for the Company with respect to the Retail Offer.

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 any Bank or PSG Capital or by any of their respective affiliates or any person acting on their behalf 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.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Capital Raising. Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Offer Shares have been made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the London Stock Exchange and the JSE.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.