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Results of Capital Raise

In brief · summary, not quotable

Raised £77m through share issue priced at 102.0p to fund two German defence-related acquisitions valued at €130m.

vs expectations: priced in line with latest adjusted NAV

  • Gross proceeds £77m
  • Net proceeds approximately £75m
  • New Ordinary Shares issued 75,490,196
  • Offer Price 102.0 pence
  • Acquisition value approximately €130m (£113m)
  • Percentage of existing share capital approximately 5.0%
Full announcement

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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" and together with its subsidiaries, the "Group") is pleased to announce the result of the Capital Raise set out in the Company's announcement of 16 February 2026 ("Capital Raise Announcement"), the net proceeds of which enables the Company to execute on two attractive acquisition opportunities in Germany with a particular focus on defence-related assets and tenants in the near term, with an estimated total value of approximately €130m (£113m).

The Capital Raise will in aggregate comprise the issue of 75,490,196 new Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of £77m. The Offer Shares represent approximately 5.0 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise.

The Offer Price of 102.0 pence represents a premium of approximately 1.0 per cent. to the closing share price of 101.0 pence on 16 February 2026 and a premium of approximately 1.4 per cent. to the thirty-day volume weighted average price on the JSE of 100.6 pence as at 16 February 2026.

Berenberg and Peel Hunt acted as joint global co-ordinators and joint bookrunners in respect of the Placing. PSG Capital acted as SA adviser, 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 trading on the London Stock Exchange's main market for listed securities and for listing and trading on the premium segment of the main board of the JSE. UK Admission is expected to become effective at 8.00 a.m. (London time) on 20 February 2026 or such later date as the Banks, the Company and PSG Capital may agree being no later than 06 March 2026. JSE Admission is expected to become effective at 9.00 a.m. (Johannesburg time) on 20 February 2026 or such later date as the Banks, the Company and PSG Capital may agree being no later than 06 March 2026.

The Offer Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid.

Following Admission, the total number of Ordinary Shares in issue in the Company will be 1,588,665,840. 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 1,588,665,840. 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 and certain other Directors have subscribed for new Ordinary Shares ("Subscription Shares") in the capital of the Company at the Offer Price (the "Subscription"), contributing approximately £100,000 in aggregate.

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 the resolutions 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.

Commenting on the transaction, Andrew Coombs, Chief Executive Officer of Sirius Real Estate Limited, said:

"The success of this fund raise, which was multiple times oversubscribed and was priced in line with our latest adjusted NAV, demonstrates the continued support amongst the investment community for our strategy, the quality of our existing portfolio, as well as the opportunity for further growth from our pipeline. The two German assets we are buying are in established locations, with strong tenants, high occupancy and stable day one income. They are complementary to our existing value-add portfolio in Germany and the UK and increase our exposure to the fast growing defence sector. We will continue to progress our pipeline with a firm focus on disciplined capital allocation and recycling to achieve our recently increased medium term FFO target of €175m."

Name of IssuerSirius Real Estate Limited
Transaction detailsIn aggregate, the Capital Raise of 75,490,196 new Ordinary Shares (comprising 58,331,376 Placing Shares, 15,100,000 SA Placed Shares, 1,960,785 Retail Offer Shares and 98,035 Subscription Shares) represents approximately 5.0% 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 20 February 2026 and JSE Admission is expected to take place on or before 9.00 a.m. (Johannesburg time) on 20 February 2026.
Use of proceedsTo enable the Company to execute on two attractive near-term defence-related acquisition opportunities in Germany totalling approximately €130m (including acquisition costs) on which the Company is currently in exclusivity and which are expected to be notarised in the coming weeks and completed in Q2 2026, subject to finalising due diligence.
Quantum of proceedsIn aggregate, the Capital Raise raised gross proceeds of approximately £77 million and estimated net proceeds of approximately £75 million.
PricingThe Offer Price of 102.0 pence represents a premium of approximately 1.0 per cent. to the closing share price of 101.0 pence on 16 February 2026.
AllocationsSoft pre-emption has been adhered to in the allocations process. Management was involved in the allocations process, which has been carried out in compliance with the UK MiFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, or new shareholders from a long perspective and wall-crossed accounts.
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 1,960,785 Retail Offer Shares, via the RetailBook 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 Capital Raise. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through RetailBook's platform via its partner network. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs).The use of the RetailBook platform meant that, to the extent practicable on the transaction timetable, eligible UK retail investors 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

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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