Results of Capital Raise (excluding Retail Offer)

LSE (GBP) Share Code: SRE

Sirius Real Estate Limited

Results of the Capital Raising (excluding the Retail Offer)

Sirius Real Estate Limited ("Sirius" or the "Company" and together with its subsidiaries, the "Group") is pleased to announce the results of the Capital Raising (excluding the Retail Offer) set out in the Company's announcement of yesterday ("Capital Raise Announcement"), the net proceeds of which enables the Company to execute its ongoing acquisition strategy.

The Placing, South Africa Placing and Subscription components of the Capital Raising will in aggregate comprise the issue of 159,574,468 new Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of £150 million. The Offer Shares represent approximately 11.8 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raising.

The Offer Price of 94 pence represents a discount of approximately 3.5 per cent. to the closing share price of 97.45 pence on 10 July 2024. The Offer Price represents a discount of approximately 2.1 per cent. to the volume weighted average price on the JSE over the thirty trading days prior to 10 July 2024 of 96.05 pence. The Offer Price is in line with the Company's Adjusted NAV per Share as at 31 March 2024.

Berenberg and Peel Hunt acted as joint global co-ordinators and joint bookrunners, together with Panmure Liberum 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 Raising 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 with the strong support it has received from new and existing investors.

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 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.

In connection with UK Admission, the Prospectus is expected to be published, subject to applicable law and regulations, on Sirius's website later today following approval by the FCA. Approval of the Prospectus by the FCA should not be understood to be an endorsement of the New Ordinary Shares by the FCA. Members of the public are not eligible to take part in the Placing or the South Africa Placing. Prospective investors who are not participating in the Placing or the South Africa Placing should read the Prospectus before making an investment decision in order to fully understand the potential risks associated with the decision to invest in the Company's Ordinary Shares.

The Capital Raising is conditional on, inter alia (i) the Sponsor and 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 Raising

As part of the Capital Raising, certain Directors and PDMRs 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 Placing contributing approximately £125,000 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 17,749,993 Offer Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £16.7 million, 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). Following completion of the Capital Raising (excluding the Retail Offer), BlackRock will hold approximately 11.1% of the enlarged issued share capital of the Company.

The participation in the Capital Raising 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 (the "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 ambitious growth strategy and operational track record, having recently announced our tenth year of both annualised rental growth above 5% and dividend increases. That we have been able to raise further capital so soon after both our equity raise in November, from which all proceeds have now been successfully invested, and our c. €60m bond tap in May, demonstrates the continued appeal amongst investors of our strategy, platform and carefully assembled portfolio.

"We now look forward to investing the proceeds into our identified pipeline of attractive acquisition opportunities across both Germany and the U.K., and to utilising our operating platform to add value to these assets, while contributing to growing annual FFO to our €150 million per annum medium term target."

The Capital Raising is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

UK Product Governance Requirements