TIDMSRE
RNS Number : 9073T
Sirius Real Estate Limited
20 November 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF SIRIUS REAL ESTATE LIMITED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
20 November 2023
Sirius Real Estate Limited
("Sirius" or the "Company")
PrimaryBid Offer
-- Sirius announces a conditional offer for subscription of new Ordinary Shares via PrimaryBid ;
-- The issue price for the new Ordinary Shares will be
determined at the close of the bookbuilding process;
-- Investors can access the PrimaryBid Offer through
PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, (subject to such partners' participation), which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as General Investment Accounts (GIAs);
-- The PrimaryBid Offer is available to both existing shareholders and new investors;
-- The issue price for the new Ordinary Shares will be equal to the Placing Price;
-- There is a minimum subscription of GBP250 per investor in the PrimaryBid Offer;
-- No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
Sirius Real Estate Limited (LON: SRE), a leading owner and
operator of branded business and industrial parks providing
conventional space and flexible workspace in Germany and the United
Kingdom, is pleased to announce, a conditional offer for
subscription of new ordinary shares in the capital of the Company
("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer"). The
Company is also conducting an institutional placing of new Ordinary
Shares by way of an accelerated bookbuilding process (the
"Placing") and a placing of new Ordinary Shares to selected
qualified investors in South Africa (the "South Africa Placing") as
announced earlier today. The issue price of the new Ordinary Shares
to be issued pursuant to the Placing, the South Africa Placing and
the PrimaryBid Offer (the "Placing Price") will be determined
following the close of the bookbuilding process.
In addition, as announced by the Company earlier today, certain
directors and senior employees of the Company will also be
subscribing for new Ordinary Shares at the Placing Price directly
with the Company (the "Subscription", together with the Placing,
the South Africa Placing and the PrimaryBid Offer, the
"Fundraise").
The PrimaryBid Offer is conditional on the new Ordinary Shares
to be issued pursuant to the PrimaryBid Offer and the Placing being
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and admitted to trading on the main
market for listed securities of London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 a.m.
on
24 November 2023. The PrimaryBid Offer will not be completed
without the Placing and the South Africa Placing also being
completed.
The Company's directors believe that the conditions in the
German and UK markets currently present a significant near term
pipeline of attractive acquisition opportunities, and the Fundraise
will provide the flexibility to execute on that pipeline and
replenish funds following the recent acquisitions completed by
BizSpace, Sirius' UK subsidiary, of assets in Liverpool, Barnsley
and North London.
Reason for the PrimaryBid Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost and time to
completion, the Company values its retail investor base and is
therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer in line with the Pre-Emption
Group guidelines.
Existing shareholders and new investors can access the
PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's
app . The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The PrimaryBid Offer will open to investors resident and
physically located in the United Kingdom following the release of
this Announcement. The PrimaryBid Offer is expected to close at
6.00 p.m. on 20 November 2023 and may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the PrimaryBid Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the PrimaryBid
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing, the South Africa Placing, the Subscription and the
Company's existing Ordinary Shares.
For further information on PrimaryBid, the PrimaryBid Offer or
for a copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the
PrimaryBid Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Sirius Real Estate Limited Tel: +44 (0) 203 727 1000
Andrew Coombs, CEO / Chris Bowman, CFO (via FTI)
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury/James Deal
FTI Consulting (Financial PR) Tel: +44 (0) 203 727 1000
Richard Sunderland / James McEwan / SiriusRealEstate@fticonsulting.com
Talia Shirion
Important notices
The PrimaryBid Offer is offered under the exemptions from the
need for a prospectus allowed under the FCA 's Prospectus
Regulation Rules. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules, or for
approval of the same by the Financial Conduct Authority (as
competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).
The PrimaryBid Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
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 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.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into Australia,
Canada, Japan or any other jurisdiction in which such publication,
release or distribution would be unlawful. Further, this
Announcement is for information purposes only and is not an offer
of securities in any jurisdiction.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new Ordinary Shares if they are in any doubt.
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END
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