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Results of Capital Raise

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LSE (GBP) Share Code: SRE

Sirius Real Estate Limited

Results of Capital Raise

Sirius Real Estate Limited ("Sirius" or the "Company") is pleased to announce the result of the Capital Raise set out in the Company's announcement of earlier today ("Capital Raise Announcement"), the net proceeds of which enables the Company to execute on a significant near term pipeline of attractive acquisition opportunities, following the acquisition of assets in Liverpool, Barnsley and three in North London, acquired for a total of approximately £45m over the last four months.

The Capital Raise will in aggregate comprise the issue of 170,417,384 new Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of £146.6m. The Offer Shares represent approximately 14.5 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise.

The Offer Price of 86.0 pence represents a discount of approximately 5.9 per cent. to the closing share price of 91.4 pence on 17 November 2023 and a discount of approximately 2.3 per cent. to the intra-day price of 88.0 pence at 3.10 p.m. (being the time at which the Offer Price was agreed). The Offer Price represents a discount of approximately 0.1 per cent. to the thirty-day volume weighted average price on the JSE of 86.1 pence as at 17 November 2023.

Berenberg and Peel Hunt acted as joint global co-ordinators and joint bookrunners, together with Panmure Gordon who acted as joint bookrunner, in respect of the Placing. PSG Capital acted as sole bookrunner and placing agent in respect of the South Africa Placing.

The Company consulted with a number of its shareholders prior to the Capital Raise and has respected the principles of pre-emption through the allocation process, while also allowing the participation of new long-only shareholders. The Company is pleased by the strong support it has received from new and existing shareholders.

Admission

Application will be made for the admission of the Offer Shares 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. UK Admission is expected to become effective at 8.00 a.m. (London time) on 24 November 2023 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 8 December 2023. JSE Admission is expected to become effective at 9.00 a.m. (Johannesburg time) on 24 November 2023 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 8 December 2023.

Following Admission, the total number of Ordinary Shares in issue in the Company will be 1,348,140,369. 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 1,348,140,369. 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 Disclosure Guidance and Transparency Rules.

The Capital Raise is conditional on, inter alia (i) the Placing Agreement not having been terminated in accordance with its terms and (ii) UK Admission and JSE Admission occurring.

Director and PDMR participation in the Capital Raise

As part of the Capital Raise, the CEO, certain PDMRs, certain other Directors and persons closely associated have subscribed for new Ordinary Shares ("Subscription Shares") in the capital of the Company at the Offer Price (the "Subscription") and in the Retail Offer, contributing approximately £180,000 in aggregate.

Related party participation BlackRock is a substantial shareholder of the Company and therefore is a related party for the purposes of the UK Listing Rules.

BlackRock's subscription for 21,794,302 Offer Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £18.7m, constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10 R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)I. Following completion of the Capital Raise, BlackRock will hold approximately 10.9% of the enlarged issued share capital of the Company.

The participation in the Capital Raise by related parties (as defined in the JSE Listings Requirements) occurred on the basis outlined in the Capital Raise Announcement, as permitted in terms of resolutions 17 and 18 adopted at the Company's most recent AGM and in compliance with the JSE Listings Requirements.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Capital Raise Announcement.

"The success of this capital raise is a strong endorsement of our ongoing strategy for growth as well as the track record of strong operational performance and value creation we continue to achieve. We are particularly encouraged by the strong demand we have seen for the raise from both existing and new institutions, as well as from our retail offering. We now look forward to investing the proceeds into our near term pipeline of attractive acquisition opportunities and to utilising our operating platforms in the UK and Germany to add further value to these assets once purchased."

Name of IssuerSirius Real Estate Limited
Transaction detailsIn aggregate, the Capital Raise of 170,417,384 new Ordinary Shares (comprising 108,081,574 Placing Shares, 60,000,000 SA Placed Shares, 2,179,996 Retail Offer Shares and 155,814 Subscription Shares) represents approximately 14.5% of the Company's issued ordinary share capital. Settlement for the new Ordinary Shares and UK Admission is expected to take place on or before 8.00 a.m. (London time) on 24 November 2023 and JSE Admission is expected to take place on or before 9.00 a.m. (Johannesburg time) on 24 November 2023
Use of proceedsThe net proceeds of the Capital Raise will be used to provide the Company with the flexibility to execute on a significant near term pipeline of attractive acquisition opportunities and to replenish funds following the acquisitions completed by BizSpace, Sirius' UK subsidiary, in Liverpool, Barnsley and three in North London, being acquisitions undertaken in the last 12 months.
Quantum of proceedsIn aggregate, the Capital Raise raised gross proceeds of approximately £146.6 million and estimated net proceeds of approximately £142.4 million.
DiscountThe Offer Price of 86.0 pence represents a discount of approximately 5.9 per cent. to the closing share price of 91.4 pence on 17 November 2023
ConsultationBerenberg, Peel Hunt and PSG Capital undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail investorsThe Capital Raise included a Retail Offer, for a total of 2,179,996 Retail Offer Shares, via the PrimaryBid platform. Retail investors, who participated in the Retail Offer, were able to do so at the same Placing Price as all other investors participating in the Placing. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through PrimaryBid's platform via its partner network (covering 60+ FCA registered intermediaries) and through PrimaryBid's free-to-use direct channel. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Capital Raise alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.

UK Product Governance Requirements

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