Wrap Text
Proposed Capital Raising of c. £150 million to execute on ongoing acquisition strategy
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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM A
PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN
SHALL CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION
TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
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.
10 July 2024
Sirius Real Estate Limited
Proposed Capital Raising of c. £150 million to execute on ongoing acquisition strategy
Sirius Real Estate Limited ("Sirius" or the "Company" and together with its subsidiaries, the "Group"),
a leading owner and operator of branded business parks, industrial complexes and out of town offices
in Germany and the United Kingdom ("UK"), announces its intention to conduct a non-pre-emptive
placing of new ordinary shares in the Company ("New Ordinary Shares" or "Offer Shares") to raise
gross proceeds of approximately £150 million at an offer price of 94 pence per Offer Share (the "Capital
Raising") to enable the Company to execute on its ongoing acquisition strategy. The Offer Price is in
line with the Company's Adjusted NAV per share as at 31 March 2024.
The Capital Raising will comprise an institutional placing that will be conducted through an accelerated
book building process (the "Bookbuild"), which will be launched immediately following this
Announcement, and will be made available to new and existing eligible investors (the "Placing"); a
placing to selected qualifying investors in South Africa (the "South Africa Placing"); and an offer of
New Ordinary Shares in the Company to raise up to £2.5 million to be made on behalf of the Company
by PrimaryBid Limited ("PrimaryBid") on its online platform, which will provide eligible existing and new
retail investors in the UK with an opportunity to participate in the Capital Raising (the "Retail Offer").
The Retail Offer is intended to be launched following completion of the Bookbuild and publication of the
Prospectus. Certain directors ("Directors") and persons discharging managerial responsibilities
("PDMRs") of the Company have also expressed an interest in participating in the Capital Raising (the
"Subscription"). The issue and allotment of the New Ordinary Shares will be within the existing
authorities of the Company's board of directors ("Board").
The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement. Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and Peel Hunt LLP ("Peel Hunt") are
acting as joint global coordinators and joint bookrunners, together with Panmure Liberum
Limited ("Panmure Liberum" and, together with Berenberg and Peel Hunt the "Banks"), which is acting
as joint bookrunner, in connection with the Placing. PSG Capital Proprietary Limited ("PSG Capital") is
acting as sole bookrunner and placing agent in respect of the South Africa Placing. Berenberg is acting
as UK Sponsor to the Company.
Background to and reasons for the Capital Raising
Track record of M&A
The Company has established a strong track record over a sustained period of acquiring assets,
optimising them and then recycling those assets to provide additional capital and value accretion.
Between 31 December 2014 and 31 March 2024, Sirius acquired 58 assets at a total investment amount
of €879.1 million, at a blended net initial yield of 6.3%, aggregate rent roll of €68.9 million and average
occupancy levels at 71.5%. As at 31 March 2024, the value of these assets amounted to €1,280.9 million
(assets sold are counted with their sale price) which equates to a valuation uplift of 46%, with a net yield
of 7.3%, rent roll improvement of 49%, net operating income improvement of 68% and occupancy
improvement of 13.2%.
Over the same time period, the Company disposed of 14 core assets, at an aggregate disposal price of
€357.3 million for which it had paid an aggregate purchase price of €213.5 million, representing an uplift
on disposal of 67%. For the majority of this track record period, the Company has been focussed on
Germany with the Company entering the UK market in November 2021 with the acquisition of BizSpace,
which has provided an additional geography to pursue its acquisition strategy where the market
dynamics are on favourable terms similar to Germany.
In November 2023, the Company raised £147 million (€165.3 million) to fund an acquisition pipeline.
The Company has successfully invested those proceeds at attractive yields, within the year ended 31
March 2024 acquiring or notarising three German assets (Cologne, Göppingen and Klipphausen)
totalling €53.6 million (excluding acquisition costs), with an average net yield and average gross yield
(based on total acquisition costs) of 9.4% and 10.2%, respectively, and six assets in the UK (Barnsley
& Liverpool, the North London Portfolio of three assets, and Vantage Point Business Park), totalling
£90.0 million (excluding acquisition costs) at an average net yield and average gross yield (based on
total acquisition costs) of 9.1% and 9.6%, respectively. In June 2024, the Group also completed the
acquisitions of two industrial assets in the UK, in Banbury and Wembley, for just over £31 million
(excluding acquisition costs), representing an average net yield of 9.0% and average gross yield of 9.3%
(based on total acquisition costs).
Acquisition criteria
Sirius applies a high-return, value-added business model to investments in assets located across the
UK and the seven largest German cities by population (Berlin, Hamburg, Munich, Cologne, Frankfurt,
Stuttgart and Düsseldorf). Sirius seeks mixed-use properties, primarily light industrial units, business
parks or office buildings outside the city centres, or on the edge of the cities, in locations which have a
high density of commercial and industrial activity and good transport links. The Sirius portfolio has been
built by careful strategic assembly with the objective of delivering sustainable and long-term total returns
for Shareholders. When acquiring assets, the Company seeks out assets at value-accretive yields which
can be integrated into the Company's portfolio and where there are opportunities for asset management,
including reconfiguration, upgrading of existing and vacant space, and improving rental income from
currently unutilised space of tenants, which will increase rental income, improve cost recoveries and
capital values, and where returns can be enhanced through the Company's low cost financing. German
assets will typically have €10 million to €50 million site value, a higher vacancy and under-rented
opportunity. Similarly, UK assets will typically comprise multi-let industrial, studios and workspaces of
£5 million to £30 million site value with high gross yields and asset management potential. The Group
will also consider larger opportunities where appropriate to drive shareholder value.
Once sites are mature and net income and values have been optimised, the Company may take the
opportunity to refinance sites to release capital for investment in new sites or consider the disposal of
sites in order to recycle equity into assets which present greater opportunity for the asset management
skills of the Company's team. The Company seeks to drive an internal rate of return well in excess of
the Company's cost of capital, using its focus on local markets in Germany and the UK to drive the best
returns from the assets it acquires.
Acquisition pipeline
The Directors believe that the real estate market dynamics in Germany, characterised by a resilient and
well diversified economy spread across several large autonomous markets, a strong SME market, high
replacement costs for light-industrial buildings and levels of investment, provide a strong backdrop to
pursue its organic and acquisitions-led growth strategy over the medium term. Similarly, the Directors
continue to believe that the real estate market dynamics in the UK remain positive, characterised by
strong rental growth potential, UK government regional investment commitment, increased level of near-
shoring, structural undersupply of UK multi-let assets and resilient market conditions for light industrial
assets.
The Directors believe that raising capital in November 2023 proved to be opportune, allowing the
Company to acquire high quality real estate assets on attractive financial terms. The acquisition pipeline
continues to remain strong. The Company is in discussions on additional opportunities across Germany
and the UK, and the Directors believe there will continue to be opportunities to deploy capital on an
accretive basis into the medium term.
Against the current market conditions in the Group's German and UK markets, the Directors have
identified an indicative pipeline of attractive acquisition opportunities which meet the Group's acquisition
criteria and wish to launch the Capital Raising to execute further on that pipeline into the medium term.
These assets remain subject to further detailed commercial and legal due diligence. Of the identified
indicative near-term pipeline, two assets are located in Germany and would require approximately €32.9
million (circa £27.9 million) to acquire, and three are in the UK and would require approximately £30.2
million (circa €35.6 million). There is an average investment size of approximately £11.6 million
(approximately €13.7 million) across the indicative pipeline with a range of deal sizes from £8.9 million
(circa €10.5 million) to £15.7 million (€18.5 million) and a range of net initial yields of 0.5% to 9.4% and
occupancy rates of between 21% and 100%. The vendors of the assets are a mix of private sellers,
private equity and corporate sellers. The Directors believe that these identified sites have attractive
attributes based on the Group's ability to apply its expertise to drive growth through under-rent and
service charge recovery, its understanding of local area and tenant churn and utilisation of targeted
capex and other strategies to improve occupancy, pricing and/or asset values. The Directors believe
each of the sites will benefit from strong tenant demand.
The Company continues to see a significant opportunity for investment in further attractive opportunities
across both its geographic markets and has identified an additional high-quality pipeline of more than
€100 million of potential acquisitions in Germany and in the UK, including a number of sizeable
opportunities, which could be executed on into the medium term. These potential acquisitions fit the
Company's acquisition criteria and have attractive net initial yields. The Company remains disciplined
in seeking opportunities that will drive the best returns for the Company.
The Directors believe that completing the Capital Raising will provide the balance sheet flexibility and
financial resources to execute on its on-going acquisition strategy, replenishing funds to use
opportunistically following acquisitions completed over recent months, and will allow the Company to
continue to represent an acquirer of choice across its markets when looking at acquisition opportunities
beyond its medium-term pipeline.
Use of Proceeds
The Company expects to raise gross proceeds of approximately £150 million from the Capital Raising.
The Company intends to apply the net proceeds of the Capital Raising towards executing on the
acquisition pipeline described above and replenishing funds to use opportunistically following
acquisitions completed over recent months. The allocation of funds between Germany and the UK is
dependent upon a number of factors, including the Company's ability to complete satisfactory due
diligence, obtain any debt finance which it considers appropriate for any particular transaction and
conclude agreements for such acquisitions in order to deliver the best returns for the Company.
Accordingly, the exact allocation of net proceeds may vary between particular identified opportunities
and between the UK and Germany. The Company will retain the net proceeds of the Capital Raising on
its balance sheet until such times as they are required to be deployed in acquisitions.
Financial benefits of the Capital Raising
Execution on the acquisition pipeline utilising the net proceeds of the Capital Raising has the potential
to make a strong contribution to the Group achieving its long-term ambition to grow funds from
operations ("FFO") to €150 million per annum and will be accretive to net asset value ("NAV") in the
medium term. The Company expects to maintain net loan-to-value ("LTV") below the Company's stated
40% target level, post completion of the Capital Raising. The Group also intends to maintain its
progressive dividend policy.
Current trading and outlook
The Company is trading in line with management expectations in the period since 31 March 2024. Sirius
continues to assess further growth options in both Germany and the UK on an opportunistic basis,
including recycling of mature assets and reinvesting in value-add opportunities. Organic growth
opportunities remain strong in both markets.
Director and PDMR participation in the Capital Raising
As indicated above, certain Directors and PDMRs have expressed an interest to participate in the Capital
Raising by way of subscribing for New Ordinary Shares ("Subscription Shares") in the capital of the
Company at the Offer Price, or otherwise participating in the Capital Raising, contributing approximately
£125,000 in aggregate.
Indicative summary timetable of principal events
Announcement of the Capital Raising 10 July 2024
Announcement of the results of the Capital Raising
11 July 2024
(excluding the PrimaryBid Offer)
Expected publication of the Prospectus and an
11 July 2024
announcement of its availability
Expected launch of the PrimaryBid Offer 11 July 2024
Announcement of the results of the PrimaryBid Offer 12 July 2024
Admission and dealings in New Ordinary Shares commence by 8:00 a.m. (London time) and 9:00
on the London Stock Exchange and the JSE a.m. (Johannesburg time) on
16 July 2024
New Ordinary Shares credited to CREST stock accounts, as soon as practicable after 8:00
CSDPs and broker accounts (uncertificated Shareholders a.m. (London time) and 9:00 a.m.
only) (Johannesburg time) on 16 July 2024
Where applicable, despatch of definitive share certificates for
on or around 30 July 2024
the New Ordinary Shares in certificated form
Commenting on the transaction, Andrew Coombs, Chief Executive Officer of Sirius Real Estate Limited,
said:
"Having successfully invested the €165 million of capital we raised last November into a number of well-
timed acquisitions, in the UK and Germany, that offer the potential for value creation through the Sirius
platform, we have continued to build a pipeline of similar opportunities. The proceeds of this additional
capital raise will allow us to progress these transactions in order to continue to expand our carefully
assembled portfolio, at an opportune time in the market cycle, while making a strong contribution to
helping us achieve our medium term goal of growing FFO to over €150 million."
Note:
These times and dates and those mentioned throughout this Announcement may be adjusted by the
Company in consultation with the Banks and PSG Capital, in which event details of the new times and
dates will be notified to the FCA, the London Stock Exchange and the JSE.
Ends
Enquiries:
Sirius Real Estate Limited
Andrew Coombs, CEO / Chris Bowman, CFO
Tel: +44 (0) 203 727 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)
Investment Banking: Capel Irwin / Carl Gough / Henry Nicholls / Flora McMicking
ECM Syndicate: Sohail Akbar / Ella Hastings
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 and 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
SiriusRealEstate@fticonsulting.com
NOTES TO EDITORS
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
Details of the Capital Raising
The Capital Raising is expected, in aggregate, to raise gross proceeds of approximately c.£150 million,
comprising a non-pre-emptive placing of New Ordinary Shares in the Company to institutional investors
including in the UK (the "Placing"), a non pre-emptive placing of New Ordinary Shares in the Company
to selected qualifying investors in South Africa (the "South Africa Placing"), an offer of New Ordinary
Shares in the Company to be made on behalf of the Company by PrimaryBid on its online platform which
will provide eligible existing and new retail investors in the UK with an opportunity to participate in the
Capital Raising (the "Retail Offer") and a direct subscription for shares by certain Directors and PDMRs
of the Company (the "Subscription"). The total number of Offer Shares to be issued pursuant to the
Capital Raising and the price at which the Offer Shares are to be issued (the "Offer Price") will be
announced by the Company at the close of the Bookbuild process and following completion of the Retail
Offer.
The Capital Raising is conditional on, inter alia (i) the Sponsor and Placing Agreement having become
unconditional in all respects, save for the condition relating to the UK Admission and the JSE Admission,
and not having been terminated in accordance with its terms before the UK Admission and the JSE
Admission occurs; and (ii) UK Admission and JSE Admission occurring.
The Company acknowledges that it is seeking to undertake the Capital Raising on a non-pre-emptive
basis pursuant to the Company's existing shareholder authorities. The Company has consulted, where
possible, with the Company's major institutional shareholders prior to the Capital Raising. The Capital
Raising structure has been chosen as it minimises cost, time to completion and use of management
time. The consultation has confirmed the Board's view that the Capital Raising is in the best interest of
shareholders, as well as wider stakeholders of Sirius. The Company intends to respect the principles of
pre-emption through the allocation process, while also allowing the participation of new investors, with
allocations being in the Company's discretion. In accordance with resolution 18 passed at the
Company's recent annual general meeting ("AGM"), part of the net proceeds will be used to replenish
funds following the acquisitions in Gloucestershire, Banbury, Wembley, Cologne, Göppingen and
Klipphausen, being acquisitions undertaken since the November 2023 capital raising, allowing the
Group additional funds to use for its acquisition pipeline.
Capital Raising Highlights
The proposed Capital Raising will consist of the Placing, the South Africa Placing, the Retail Offer and
the Subscription.
The proposed Placing and South Africa Placing are to be conducted by way of the Bookbuild, which will
launched immediately following the release of this Announcement. The Placing will be undertaken on
behalf of the Company by Berenberg and Peel Hunt who are acting as joint global coordinators and joint
bookrunners, together with Panmure Liberum who is acting as joint bookrunner, in connection with the
Placing, to be conducted in accordance with the Terms and Conditions set out in Appendix 1, while the
South Africa Placing will to be conducted on behalf of the Company by PSG Capital, who are acting as
sole bookrunner and placing agent in respect of the South Africa Placing. The South Africa Placing will
occur on a delivery vs payment basis, in accordance with the terms of this Announcement applicable to
the South Africa Placing and of the irrevocable undertakings (or commitments in such forms as may be
permitted by the Company), pursuant to which South African eligible investors agree to subscribe for
New Ordinary Shares ("SA Placee Undertakings").
As indicated above, certain Directors and PDMRs have expressed an interest in participating in the
Capital Raising by way of subscribing for New Ordinary Shares ("Subscription Shares") in the capital
of the Company at the Offer Price, or otherwise participating in the Capital Raising, contributing
approximately £125,000 in aggregate. Should such persons or any other related parties of Sirius
participate (collectively, "Applicable Persons"), this will occur in accordance with the approval granted
by shareholders under resolutions 17 and 18, as adopted at the Company's most recent AGM and in
compliance with the JSE Listings Requirements. In terms of the JSE Listings Requirements, such an
Applicable Person may participate where his/her/its bid price equals or exceeds the book close price,
with shares being allocated equitably "in the book" through the bookbuild process. Due process will be
followed.
The number of New Ordinary Shares to be issued pursuant to the Placing and South Africa Placing will
be determined following completion of the Bookbuild by agreement between the Company, the Banks
and PSG Capital. Subject to pricing, preference may be given to existing shareholders seeking to
participate in the Capital Raising. Other criteria that may be considered, include, inter alia, the timing
and size of bids by investors.
The Company expects to close the Bookbuild as soon as practicably possible on 10 July 2024. Details
of the Offer Price and the number of Offer Shares will be announced as soon as practicable after the
close of the Bookbuild.
Following completion of the Bookbuild and publication of the Prospectus, the Company intends to raise
up to £2.5 million in the Retail Offer, to provide existing and new retail investors in the UK with an
opportunity to participate in the Capital Raising. The Retail Offer will not be made subject to the terms
and conditions set out in Appendix 1 to this Announcement and instead will be made on the terms
outlined in the separate announcement to be made regarding the Retail Offer following publication of
the Prospectus. The Retail Offer will also be conditional, inter alia, upon completion of the Placing and
the South Africa Placing.
Details of the Placing
The Placing is subject to the terms and conditions set out in Appendix 1.
For the avoidance of doubt, the South Africa Placing is not subject to the terms and conditions set out
in Appendix 1, but is subject to the terms of this Announcement and the SA Placee Undertakings.
The Banks have today entered into a sponsor and placing agreement with the Company in relation to
the Placing (the "Sponsor and Placing Agreement"). The Banks will commence the Bookbuild in
respect of the Placing immediately following the publication of this Announcement. The Offer Price and
the number of new Ordinary Shares to be issued to Placees in connection with the Placing (the "Placing
Shares") will be determined by the Company in consultation with the Banks and PSG Capital following
the close of the Bookbuild.
The Placing Shares are to be offered by way of an accelerated bookbuild placement to selected
institutional investors in private placements outside of the United States in accordance with Regulation
S of the US Securities Act of 1933, as amended (the "Securities Act") and in the United States to
qualified institutional buyers as defined in Rule 144A under the Securities Act.
Pursuant to the terms of the Sponsor and Placing Agreement, each Bank, as agent for the Company,
has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares
at the Offer Price. The Placing is conditional, inter alia, on (i) the Sponsor and Placing Agreement not
having been terminated in accordance with its terms and (ii) UK Admission and JSE Admission
occurring.
The Bookbuild will open with immediate effect following the release of this Announcement. The timing
of the closing of the Bookbuild, the Offer Price and the number of Placing Shares and allocations are to
be agreed between the Banks, PSG Capital and the Company. Details of the Offer Price and the number
of Placing Shares taken up under the Placing will be announced as soon as practicable after the close
of the Bookbuild.
The Sponsor and Placing Agreement contains customary representations, warranties and undertakings
from the Company in favour of the Banks relating to the Group and its business. In addition, the
Company has agreed to indemnify the Banks and their affiliates in relation to certain liabilities they may
incur in respect of the Placing and the applications for UK Admission and JSE Admission (as defined
below). The Banks can terminate the Sponsor and Placing Agreement at any time prior to UK Admission
in certain customary circumstances, including in the event of a breach of the Company's representations
and warranties given in the Sponsor and Placing Agreement, the failure of the Company to comply with
its obligations under the Sponsor and Placing Agreement or the occurrence of a Material Adverse
Change.
The New Ordinary Shares may not be acquired by investors using assets of: (A) an "employee benefit
plan" as defined in Section 3(3) of U.S. Employee Retirement Income Security Act of 1974, as amended
("ERISA"), that is subject to Title I of ERISA or (B) a "plan" as defined in Section 4975 of the U.S. Internal
Revenue Code of 1986, as amended.
Details of the South Africa Placing
The Company has engaged PSG Capital as sole bookrunner and placing agent in respect of the South
Africa Placing to undertake a private placement of new Ordinary Shares at the Offer Price to selected
qualifying investors in the Republic of South Africa (the "SA Placed Shares") pursuant to the terms of
this Announcement and the SA Placee Undertakings. The number of new Ordinary Shares to be issued
to SA Placees in connection with the South Africa Placing will similarly be determined by the Company
in consultation with the Banks and PSG Capital following the close of the Bookbuild.
Details of the Retail Offer
The Company also intends to raise funds by the issue of Retail Offer Shares at the Offer Price in order
to provide existing and new retail investors in the UK with an opportunity to participate in the Capital
Raising. PrimaryBid intends to conduct an offer for the Retail Offer Shares on behalf of the Company
(to raise up to £2.5 million) on the terms set out in a separate announcement to be made by PrimaryBid
following completion of the Bookbuild and publication of the Prospectus. The Retail Offer is conditional
on the Placing and the South Africa Placing completing. The Retail Offer will not be available to investors
outside the UK.
Details of the Subscription
The Subscription Shares will be subscribed for on the basis agreed pursuant to direct subscription letters
between certain Directors and PDMRs and the Company, rather than pursuant to the terms and
conditions of the Placing contained in Appendix 1 to this Announcement. Details of the subscription by
such Directors and PDMRs will be announced by the Company on the JSE's Stock Exchange News
Service and the LSEG's Regulatory News Services.
Lock-up
Pursuant to the Sponsor and Placing Agreement, the Company has agreed to a lock-up pursuant to
which it has undertaken to the Banks that at any time between the date of the Sponsor and Placing
Agreement and 90 calendar days after the date of UK Admission it will not, and will procure that no
Group company will, without the prior written consent of the Banks (i) directly or indirectly, issue, allot,
offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract
to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or interest
in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially
similar to, Ordinary Shares or any interest in Ordinary Shares; or (ii) enter into any swap or other
transaction or arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether
any such swap or transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares
or other shares in the capital of the Company or such other securities, in cash or otherwise, subject to
certain customary exceptions.
UK Admission and JSE 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
(together, "UK Admission") and to listing and trading on the JSE ("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.
In connection with UK Admission, the Prospectus is expected to be published, subject to applicable law
and regulations, on Sirius's website tomorrow 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.
This Announcement contains inside information for the purposes of the Market Abuse Regulation (EU)
No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended. By the publication of this Announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The person responsible for arranging the
release of this Announcement on behalf of the Company is Anthony Gallagher, Company Secretary.
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.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES 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.
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.
Members of the public are not eligible to take part in the Placing. 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 Article 2(e) 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 will only be 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 Placed 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) neither this Announcement nor the Prospectus do, or intend to,
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, neither this Announcement nor the Prospectus complies with the substance and
form requirements for a prospectus set out in the South African Companies Act and the South African
Companies Regulations, 2011, and neither 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, No. 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 Placed 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.
By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to
participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to
acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety,
to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained
in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this Announcement.
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.
The financial information contained in this Announcement has not been reviewed and reported on by
the Company's auditors.
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. 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, 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 or the South Africa Placing, the content of this Announcement and
other matters described in this Announcement and will not be responsible to anyone (including any
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 or the South Africa Placing, the content
of this Announcement or any other matters referred to in this Announcement. Neither Bank 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 Placing or the South Africa Placing. 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 will be made pursuant to an exemption under the Prospectus Regulation
or the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is
being distributed and communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act 2000, as amended 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.
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.
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.
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.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market assessment in respect of the Placing
Shares and determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the
Placing.
For the avoidance of doubt, these terms and conditions do not apply to the South Africa Placing which
shall take place in accordance with and subject to the terms and conditions set out in the Announcement
and the SA Placee Undertakings.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS
AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO ARE (I)
PERSONS 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) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (III) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER
STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED
KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND
RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR,
ANY SECURITIES IN THE COMPANY.
INSOFAR AS THIS ANNOUNCEMENT RELATES TO INVESTORS IN SOUTH AFRICA, IT IS
DIRECTED ONLY AT PERSONS IN SOUTH AFRICA WHO (I) FALL WITHIN THE CATEGORIES OF
PERSONS SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, NO. 71 OF
2008, AS AMENDED (THE "SOUTH AFRICAN COMPANIES ACT") OR (II) SUBSCRIBE FOR
PLACING SHARES FOR A MINIMUM ACQUISITION COST OF ZAR1 000 000 FOR A SINGLE
ADDRESSEE ACTING AS PRINCIPAL, AS ENVISAGED IN SECTION 96(1)(B) OF THE SOUTH
AFRICAN COMPANIES ACT, (SUCH PERSONS BEING REFERRED TO AS "SOUTH AFRICAN
ELIGIBLE INVESTORS") AND, AS SUCH, IS NOT AN OFFER TO THE PUBLIC AS CONTEMPLATED
IN THE SOUTH AFRICAN COMPANIES ACT. THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT SOUTH AFRICAN ELIGIBLE INVESTORS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT OR THE PLACING
RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH SOUTH AFRICAN
ELIGIBLE INVESTORS.
NEITHER THIS ANNOUNCEMENT, NOR THE PROSPECTUS DO, OR INTENDS TO, CONSTITUTE
A "REGISTERED PROSPECTUS" OR AN ADVERTISEMENT RELATING TO AN OFFER TO THE
PUBLIC, AS CONTEMPLATED BY THE SOUTH AFRICAN COMPANIES ACT; AND NO
PROSPECTUS HAS BEEN FILED WITH THE SOUTH AFRICAN COMPANIES AND INTELLECTUAL
PROPERTY COMMISSION ("CIPC") IN RESPECT OF THE SECURITIES, AS A RESULT, NEITHER
THIS ANNOUNCEMENT NOR THE PROSPECTUS COMPLIES WITH THE SUBSTANCE AND FORM
REQUIREMENTS FOR A PROSPECTUS SET OUT IN THE SOUTH AFRICAN COMPANIES ACT AND
THE SOUTH AFRICAN COMPANIES REGULATIONS, 2011, AND HAVE NOT 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, NO. 37 OF 2002, AS AMENDED ("FAIS ACT")
AND DOES NOT CONSTITUTE THE FURNISHING OF, ANY ADVICE AS DEFINED IN THE SOUTH
AFRICAN FINANCIAL MARKETS ACT, NO. 19 OF 2012, AS AMENDED, AND/OR THE FAIS ACT.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT SHOULD NOT BE CONSTRUED AS
AN EXPRESS OR IMPLIED RECOMMENDATION, GUIDANCE OR PROPOSAL THAT ANY
PARTICULAR TRANSACTION 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 SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS
OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING
IS BEING MADE: (A) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE
MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT; AND (B)
INSIDE THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED
INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A OF THE SECURITIES ACT) IN
TRANSACTIONS NOT INVOLVING ANY "PUBLIC OFFERING" WITHIN THE MEANING OF SECTION
4(a)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
This Announcement is for information purposes only and does not itself constitute or form part of an
offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in
any jurisdiction including, without limitation, the United States or any other Restricted Territory (as
defined below) or any jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not for release, publication or distribution,
directly or indirectly, to persons in Australia, Canada, Japan or the United States or any jurisdiction in
which such release, publication or distribution is unlawful (each a "Restricted Territory"). The
distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company or by Joh. Berenberg,
Gossler & Co. KG, London Branch ("Berenberg"), Peel Hunt LLP ("Peel Hunt") and Panmure Liberum
Limited ("Panmure Liberum") and, together with Berenberg and Peel Hunt, the "Banks") or PSG
Capital Proprietary Limited ("PSG Capital") or any of their respective Affiliates or any of its or their
respective agents, directors, officers or employees (collectively "Representatives") which would permit
an offer of the Placing Shares or possession or distribution of this Announcement or any other offering
or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to
do so. 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 such action. Persons into whose possession this Announcement comes are required by the
Company, the Banks and PSG Capital to inform themselves about, and to observe, any such
restrictions.
All offers of the Placing Shares will be 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.
It is expected that the Company will publish the Prospectus, subject to approval by the FCA, in
connection with the UK Admission in accordance with the Prospectus Regulation Rules on the
Company's website, and that it will be made available at the Company's registered office, on or around
11 July 2024. The Prospectus is not expected to be approved and published prior to Placees entering
into a legally binding commitment in respect of the Placing Shares with the Banks, as agents for and on
behalf of the Company. As such, any commitments made under the Placing will be on the basis of the
Preliminary Prospectus, this Announcement and the Pricing Information and any further terms set forth
in the electronic contract note and/or electronic trade confirmation to be provided to individual
prospective Placees. The Preliminary Prospectus has not been approved by the FCA under section 87A
FSMA or otherwise.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold
in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation,
partnership or other entity created or organised in or under the laws of a Restricted Territory.
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, PSG Capital or any of their respective
Affiliates or Representatives 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 party or its advisers,
and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else in connection with the Placing and
are not, and will not be, responsible to anyone (including the Placees) other than the Company for
providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement.
PSG Capital is acting exclusively for the Company and no-one else in connection with the South Africa
Placing and is not, and will not be, responsible to anyone other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to the South Africa Placing and/or
any other matter referred to in this Announcement.
None of the Company, the Banks or PSG Capital or any of their respective Affiliates or Representatives
makes any representation or warranty, express or implied to any Placees regarding any investment in
the securities referred to in this Announcement under the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Placing Shares has been given will be deemed (i) to
have read and understood this Announcement, the Preliminary Prospectus and the Pricing
Information in their entirety; (ii) to be participating and making an offer for Placing Shares on the
terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be
permitted to participate in the Placing on the basis that they have provided) the representations,
warranties, indemnities, agreements, acknowledgements and undertakings contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
1. if it is in any member state of the EEA it is a Qualified Investor and if it is in the United Kingdom it
is a Relevant Person, and undertakes that it will subscribe for, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;
2. it is subscribing for Placing Shares for its own account or is subscribing for Placing Shares for
an account with respect to which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement;
3. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor
will they be subscribed for with a view to their offer or resale to, persons in a member state of
the EEA other than to Qualified Investors, or persons in the United Kingdom other than to
Relevant Persons, or in circumstances in which the prior consent of the Banks has been given
to each proposed offer or resale? or (ii) where Placing Shares have been subscribed for by it on
behalf persons in a member state of the EEA other than Qualified Investors, or in the United
Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been
made to such persons;
4. it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are
either (a)(i) outside the United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an "offshore
transaction" within the meaning of Regulation S? or (b) a QIB? and
5. the Company and the Banks will rely upon the truth and accuracy of and compliance with the
foregoing representations, warranties, undertakings, acknowledgements and agreements. Each
Placee hereby agrees with the Banks and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be issued. A
Placee shall, without limitation, become so bound if any Bank confirms to such Placee its
allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will today commence a Bookbuild to determine demand for
participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled
to participate in the Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing (but, for the avoidance of doubt, not the South Africa Placing
which shall take place in accordance with and subject to the terms and conditions set out in the
Announcement and the SA Placee Undertakings).
The Banks and the Company shall be entitled to effect the Placing by such alternative method to the
Bookbuild as they may, in their sole discretion, determine.
Details of the Sponsor and Placing Agreement and of the Placing Shares
Berenberg and Peel Hunt are acting as joint global coordinators and, together with Panmure Liberum,
as joint bookrunners in connection with the Placing and PSG Capital is acting as the Company's placing
agent and sole bookrunner in respect of the South Africa Placing. The Banks and PSG Capital are not
acting for the Company with respect to the Retail Offer. Berenberg is acting as UK sponsor.
The Banks have today entered into an agreement with the Company (the "Sponsor and Placing
Agreement") under which, subject to the conditions set out therein, each Bank has agreed, each as
agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the
Placing Shares at a price to be determined following completion of the Bookbuild and as set out in the
Sponsor and Placing Agreement. The price per Ordinary Share at which the Placing Shares (and SA
Placed Shares and Retail Offer Shares) are to be placed (the "Offer Price") and the final number of
Placing Shares will be determined at the close of the Bookbuild by the Company, the Banks and PSG
Capital, following which the Company and the Banks will execute placing terms recording the final details
of the Placing (the "Placing Terms"). The timing of the closing of the book, pricing and allocations are
at the discretion of the Company and the Banks. Details of the Offer Price and the number of Placing
Shares will be announced as soon as practicable after the close of the Bookbuild. Details of the Retail
Offer Shares will be announced as soon as practicable after the close of the Retail Offer.
Subject to the execution of the Placing Terms, each Bank has severally (and not jointly nor jointly and
severally) agreed with the Company, in the event of any default by any Placee in paying the Offer Price
in respect of any Placing Shares allotted to it, to take up such Placing Shares itself at the Offer Price in
the agreed proportions as set out in the Sponsor and Placing Agreement.
The Offer Shares will, when issued, be subject to the Company's corporate documents, be credited as
fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares
after the Closing Date. The Offer Shares will be issued free of any encumbrances, liens or other security
interests.
Applications for listing and admission to trading
Application will be made to the FCA for admission of the Offer Shares to listing on the premium listing
segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Offer Shares to trading on its main market for listed
securities (together, "UK Admission"). It is expected that UK Admission will become effective at 8:00
a.m. (London time) on 16 July 2024 or such later time and date (being not later than 8:00 a.m. (London
time) on 30 July 2024) as the Banks, PSG Capital and the Company may agree. In addition, application
will be made to the JSE for admission of the Offer Shares to listing and trading on the Main Board ("JSE
Admission.") It is expected that JSE Admission will become effective at 9:00 a.m. (Johannesburg time)
on 16 July 2024 or such later time and date (being not later than 9:00 a.m. (Johannesburg time) on 30
July 2024) as the Banks, PSG Capital and the Company may agree.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as
agents of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited
to participate by the Banks. Each Bank and its Affiliates are entitled to enter bids in the Bookbuild
as principal.
3. The Bookbuild, if successful, will establish the Offer Price payable to the Banks by all Placees
whose bids are successful. The Offer Price and the aggregate proceeds to be raised through
the Placing will be agreed between the Banks and the Company following completion of the
Bookbuild and any discount to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules and the terms of Resolutions 17 and 18 passed at the
Company's annual general meeting held on 28 June 2024. The Offer Price and the number of
Placing Shares will be announced on a Regulatory Information Service following completion of
the Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in
writing to their usual sales contact at one of the Banks. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for either at the Offer Price
which is ultimately established by the Company and the Banks or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph
8 below.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix
and will be legally binding on the Placee on behalf of which it is made and, except with the
consent of the Banks, will not be capable of variation or revocation after the time at which it is
submitted. Each Placee's obligations will be owed to the Company and the Banks. Each Placee
will also have an immediate, separate, irrevocable and binding obligation, owed to the Banks,
to pay to the Banks (or as the Banks may direct) as agents for the Company in cleared funds
an amount equal to the product of the Offer Price and the number of Placing Shares that such
Placee has agreed to subscribe for and the Company has agreed to allot and issue to that
Placee.
6. The Bookbuild is expected to close as soon as practicably possible on 10 July 2024. The Banks
may, in agreement with the Company, accept bids that are received after the Bookbuild has
closed.
7. Each Placee's allocation will be determined by the Company in consultation with the Banks and
will be confirmed to Placees orally or in writing by the relevant Bank following the close of the
Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The
relevant Banks's oral or written confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become a Placee) in favour of
such Bank and the Company, under which such Placee agrees to subscribe for the number of
Placing Shares allocated to it and to pay the relevant Offer Price for each such Placing Share
on the terms and conditions set out in this Appendix and in accordance with the Company's
corporate documents.
8. The Banks will, in effecting the Placing, agree with the Company the identity of the Placees and
the basis of allocation and pricing of the Placing Shares. Subject to paragraphs 4 and 5 above,
the Banks may choose to accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this purpose on
such basis as they may determine. The Banks may also, notwithstanding
paragraphs 4 and 5 above, and subject to the prior consent of the Company, (i) allocate Placing
Shares after the time of any initial allocation to any person submitting a bid after that time; and
(ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after
that time. The acceptance of offers shall be at the absolute discretion of the Banks. The
Company reserves the right (upon agreement with the Banks) to reduce or seek to increase the
amount to be raised pursuant to the Placing.
9. Except as required by law or regulation, no press release or other announcement will be made
by any Bank or the Company using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed,
settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to
be made at the same time, on the basis explained below under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable)
waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing
not being terminated on the basis referred to below under "Termination of the Sponsor and
Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect
of the Placing will terminate only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral or otherwise) by any Bank.
13. To the fullest extent permissible by law, none of the Company, the Banks, nor any of their
respective Affiliates nor any of their respective Representatives shall have any responsibility or
liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise).
In particular, none of the Company, the Banks nor any of their respective Affiliates nor any of
their respective Representatives shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Banks and their respective Affiliates and
the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Sponsor and Placing Agreement becoming unconditional and not
having been terminated in accordance with its terms. The obligations of the Banks under the Sponsor
and Placing Agreement are conditional on certain conditions, including, amongst other things:
1. the Placing Terms having been executed and delivered by the Company and the Banks by no
later than 23:59 (London time) on the date of this Announcement (or such later time and date
as the Company and the Banks may agree in writing);
2. (i) the mandate letter between the Company and PSG Capital in relation to the South Africa
Placing having been executed and remaining in full force and effect, not having lapsed or been
terminated or amended in accordance with its terms prior to UK Admission; (ii) no condition to
which the mandate letter is subject having become incapable of satisfaction and not having
been waived prior to UK Admission; and (iii) no event having arisen prior to UK Admission which
gives a party thereto a right to terminate the mandate letter, save in each case in circumstances
where the Company and the Banks agree in the Placing Terms that no SA Placed Shares will
be issued pursuant to the South Africa Placing;
3. the publication by the Company of the Placing Results Announcement to a Regulatory
Information Service as soon as possible following the execution of the Placing Terms;
4. the Company not being in breach of any of its obligations and undertakings under the Sponsor
and Placing Agreement which fail to be performed or satisfied prior to UK Admission (to the
extent such obligations and undertakings are not waived in writing by each of the Banks);
5. the representations and warranties contained or referred to in the Sponsor and Placing
Agreement being true, accurate and not misleading on and as at each of the dates that they are
given, in each case, as though they had been given and made on the relevant date by reference
to the facts and circumstances from time-to-time subsisting;
6. no matter having arisen in respect of which indemnification or contribution may be sought from
the Company by any Bank or other indemnified person;
7. in the opinion of the Banks (acting jointly and in good faith), there not having been any Material
Adverse Change (whether or not foreseeable at the date of the Sponsor and Placing
Agreement);
8. certain customary documents having been delivered;
9. the Company issuing, subject only to UK Admission and JSE Admission, the Placing Shares,
the SA Placed Shares, the Retail Offer Shares (if any) and the Subscription Shares;
10. (i) each document relating to the Retail Offer remaining in full force and effect, not having lapsed
or been terminated or amended in accordance with its terms prior to UK Admission; (ii) no
condition to which any such document is subject having become incapable of satisfaction and
not having been waived prior to UK Admission; and (iii) no event having arisen prior to UK
Admission which gives a party thereto a right to terminate any such document, save in each
case in circumstances where the Company and the Banks agree in the Placing Terms that no
Retail Offer Shares will be issued;
11. (i) each subscription letter up to the minimum participation in relation to the subscription by
certain Directors and PDMRs for new Ordinary Shares (the "Subscription Letters") remaining
in full force and effect and not having lapsed or been varied, modified, supplemented, rescinded
or terminated (in whole or part); (ii) no event having occurred which may constitute a breach of
the Subscription Letters; and (iii) no party to the Subscription Letters having failed to enforce its
rights thereunder in accordance with their terms or granted any waiver or indulgence in relation
to any obligation thereunder or extension of time for their performance;
12. JSE Admission taking place by no later than 9:00 a.m. (Johannesburg time) on the Closing Date
(or such later time and/or date as the Company, PSG Capital and the Banks may agree in
writing, not being later than 30 July 2024); and
13. UK Admission taking place by no later than 8:00 a.m. (London time) on the Closing Date (or
such later time and/or date as the Company, PSG Capital and the Banks may agree in writing,
not being later than 30 July 2024),
(all conditions to the obligations of the Banks included in the Sponsor and Placing Agreement being
together, the "Conditions").
If: (i) any of the Conditions are not fulfilled or, where permitted, waived or extended by the Banks in
accordance with the Sponsor and Placing Agreement; or (ii) the Sponsor and Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf
the Placing is acting) in respect thereof.
The Banks (acting jointly) may, at their discretion and upon such terms and conditions as they think fit,
waive satisfaction of the Conditions (or any part of them) or extend the time provided for satisfaction of
the Conditions save that Conditions 1, 9 and 13, amongst others may not be waived. Any such waiver
or extension will not affect Placees' commitments as set out in this Announcement.
None of the Company, the Banks nor any of their respective Affiliates or their respective Representatives
shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it
may make as to the satisfaction of any Condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is within the absolute discretion
of the Banks. Placees will have no rights against the Banks, the Company or any of their respective
Affiliates under the Sponsor and Placing Agreement pursuant to the Contracts (Rights of Third Parties)
Act 1999 (as amended) or otherwise.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate
only in the circumstances described above and under "Termination of the Sponsor and Placing
Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Sponsor and Placing Agreement
Each Bank, in their absolute discretion may terminate the Sponsor and Placing Agreement in
accordance with its terms in certain circumstances, including, amongst others, if, at any time prior to UK
Admission:
1. any statement in any document or announcement issued or published by or on behalf of the
Company in connection with the Placing, the South Africa Placing or the Retail Offer is or has
become untrue, inaccurate or misleading in any respect, or any matter has arisen which would,
if such document had been issued at that time, constitute an inaccuracy or omission from any
such document or announcement;
2. there has been a breach by the Company of any of its obligations under the Sponsor and Placing
Agreement save to an extent that is not, in the opinion of any Bank (acting in good faith),
material;
3. there has been a breach by the Company of any of the representations or warranties contained
or referred to in the Sponsor and Placing Agreement or any of the representations or warranties
is not or has ceased to be, true, accurate and not misleading;
4. there has been a breach of any provision of any document relating to the Retail Offer (if any) or
a waiver of any condition thereto, in each case, by the Company;
5. in the opinion of any Bank (acting in good faith) there has been a Material Adverse Change
(whether or not foreseeable at the date of the Sponsor and Placing Agreement);
6. in the opinion of the Banks, an event referred to in Article 23 of the UK Prospectus Regulation
arises between the time of publication of the Prospectus and Admission which would require
the publication of a supplementary prospectus or if any supplementary prospectus is published
or is due to be published by the Company;
7. there has occurred, or in the opinion of any Bank (acting in good faith) it is reasonably likely that
there will occur:
7.1 any material adverse change in the financial markets in the United Kingdom, South
Africa, any member state of the EEA, the United States or the international financial
markets, any outbreak or escalation of hostilities or war, act of terrorism, declaration of
emergency or martial law or other calamity or crisis or event or any change or
development involving a prospective change in national or international political,
financial, economic, monetary or market conditions or currency exchange rates or
controls;
7.2 a suspension of, or occurrence of material limitations to, trading in any securities of the
Company by the London Stock Exchange, the JSE or any other exchange or over-the-
counter market, or of trading generally on the London Stock Exchange, the JSE, the
New York Stock Exchange, the NASDAQ National Market or any over-the-counter
market, or minimum or maximum prices for trading having been fixed, or maximum
ranges for prices of securities having been required, by any of such exchanges or by
such system or by order of the FCA, the London Stock Exchange, the JSE, the SEC,
the Financial Industry Regulatory Authority, Inc. or any other Agency, or a material
disruption in commercial banking or securities settlement or clearance services in the
United Kingdom, any member state of the EEA or the United States;
7.3 a declaration of a banking moratorium by the United Kingdom, Guernsey, South Africa,
any member state of the EEA, the United States or New York authorities; or
7.4 any actual or prospective adverse change or development in United Kingdom,
Guernsey, Germany, South Africa or United States materially affecting any Group
company, the Offer Shares or the transfer thereof,
in each case, where the effect is such that (either singly or together with any other event referred
to in this paragraph 7), in the opinion of any Bank (acting in good faith), it is inadvisable or
impracticable to market the Offer Shares or to enforce contracts for the sale of the Offer Shares;
or
8. either application for UK Admission is withdrawn or refused by the FCA or the London Stock
Exchange or the application for JSE Admission is withdrawn or refused by the JSE or, in each
case, in the opinion of any Bank (acting in good faith), and after consultation where practicable
with the Company, will not be granted.
If not all Banks give notice to terminate the Sponsor and Placing Agreement in circumstances where
they are able, the Bank(s) who do not give such notice may allow the Placing and UK Admission to
proceed and will assume the obligations which remain to be performed under the Sponsor and Placing
Agreement by the Bank(s) who has given notice to terminate.
If the Sponsor and Placing Agreement is terminated by all Banks in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this Announcement shall cease
and terminate at such time and no claim may be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the Banks that the exercise
or non-exercise by the Banks of any right of termination or other right or other discretion under the
Sponsor and Placing Agreement shall be within the absolute discretion of the Banks or for agreement
between the Company and the Banks (as the case may be) and that neither the Company nor the Banks
need make any reference to, or consult with, Placees and that none of the Company, the Banks nor any
of their respective Affiliates or respective Representatives shall have any liability to Placees whatsoever
in connection with any such exercise or failure to so exercise or otherwise.
Withdrawal Rights
Placees acknowledge that their agreement to subscribe for Placing Shares is not by way of acceptance
of a public offer made or to be made in the Prospectus but is by way of a collateral contract and,
accordingly, Articles 23(2) of the UK Prospectus Regulation does not entitle Placees to withdraw in the
event that the Company publishes a supplementary prospectus in connection with Admission.
Lock-up
The Company has undertaken to the Banks that, between the date of the Sponsor and Placing
Agreement and the date which is 90 calendar days after the Closing Date, it will not, without the prior
written consent of the Banks, enter into certain transactions involving or relating to the Ordinary Shares,
subject to certain customary carve-outs agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant
consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion
of the Banks and that they need not make any reference to, or consult with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GG00B1W3VF54) following UK Admission will
take place within the CREST system, subject to certain exceptions. The Company and the Banks
reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary, including in certificated form, if delivery or settlement is not possible
or practicable within the CREST system within the timetable set out in this Announcement or would not
be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement instructions that it has in place with
the relevant Bank or otherwise as such Bank may direct.
The Company will deliver the Placing Shares to a CREST account operated by the Settlement Bank as
agent for and on behalf of the Company and the Settlement Bank will enter its delivery (DEL) instruction
into the CREST system. The Settlement Bank will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 16 July 2024 on a T+3 basis and on a delivery versus payment
basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with
the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the Banks may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for
its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp,
securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together
with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Banks all such
authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all
actions which the Banks lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that,
upon receipt, the electronic contract note and/or electronic trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in
a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting
as agent or that of a nominee for such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or
penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Banks
nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each
Bank (in its capacity as joint global coordinator and joint bookrunner and as placing agent, as applicable,
of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement, including this Appendix, the Preliminary
Prospectus and the Pricing Information in their entirety and that its participation in the Bookbuild
and the Placing and its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities, acknowledgements, agreements
and undertakings and other information contained therein and it undertakes not to redistribute
or duplicate such documents and that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any person in
connection with UK Admission, the Bookbuild, the Placing, the Company, the Placing Shares or
otherwise other than the information contained in this Announcement, including this Appendix,
the Preliminary Prospectus and the Pricing Information;
2. it acknowledges that the Preliminary Prospectus is in draft form and is subject to updating,
completion, revision, further verification and amendment;
3. no Bank, nor the Company nor any of their respective Affiliates or their respective
Representatives nor any person acting on behalf of any of them has provided, and none of them
will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this Announcement, the Preliminary
Prospectus and the Pricing Information, nor has it requested any Bank, the Company, any of
their respective Affiliates or Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
4. unless otherwise specifically agreed with the Banks, it and/or the person on behalf it is
participating is not, and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;
5. the Placing Shares have not been and will not be registered or otherwise qualified, for offer and
sale nor will an offering document, prospectus, offering memorandum or admission document
be cleared or approved in respect of any of the Placing Shares under the securities legislation
of any Restricted Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is required;
6. the content of this Announcement, the Preliminary Prospectus and the Pricing Information has
been prepared by and is exclusively the responsibility of the Company and that no Bank nor any
of their respective Affiliates or its or their Representatives nor any person acting on behalf of
any of them has or shall have any responsibility or liability for any information, representation or
statement contained in this Announcement, the Preliminary Prospectus or the Pricing
Information or any information previously or simultaneously published by or on behalf of the
Company, and will not be liable for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this Announcement, the Preliminary
Prospectus or Pricing Information or any information previously or simultaneously published by
or on behalf of the Company or otherwise;
7. the only information on which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the Placing Shares is contained in this Announcement, the
Preliminary Prospectus and the Pricing Information, it received and reviewed all information that
it believes is necessary or appropriate to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by any Bank or the Company or
any of their respective Affiliates or their respective Representatives or any person acting on
behalf of any of them and no Bank nor the Company nor any of their respective Affiliates or
Representatives will be liable for any Placee's decision to accept an invitation to participate in
the Placing based on any other information, representation, warranty or statement;
8. it has relied on its own investigation, examination and due diligence of the business, financial or
other position of the Company in deciding to participate in the Placing and no Bank nor any of
their respective Affiliates or its or their Representatives nor any person acting on behalf of any
of them have made any representations to it, express or implied, with respect to the Company,
the Bookbuild, the Placing and the Placing Shares or the truth, accuracy, completeness or
adequacy of the information in this Announcement, the Preliminary Prospectus and/or the
Pricing Information, and each of them expressly disclaims any liability in respect thereof; and
(ii) it will not hold any Bank or any of their respective Affiliates or its or their Representatives or
any person acting on behalf of any of them responsible or liable for any misstatements in or
omission from such documents. Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent misrepresentation made by that person;
9. it has not relied on any information relating to the Company contained in any research reports
prepared by any Bank, any of their respective Affiliates or any person acting on its or their behalf
and understands that (i) no Bank nor any of their respective Affiliates nor any person acting on
its or their behalf has or shall have any responsibility or liability for (x) public information or any
representation; or (y) any additional information that has otherwise been made available to such
Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii)
no Bank nor any of their respective Affiliates nor any person acting on its or their behalf makes
any representation or warranty, express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of this Announcement or otherwise;
10. (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration
as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating
in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or
delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are
not being acquired in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
11. no action has been or will be taken by the Company, any Bank or any person acting on behalf
of the Company or any Bank that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such action for that
purpose is required;
12. (i) it (and any person acting on its behalf) is entitled to subscribe for the Placing Shares under
the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer
or other taxes due in connection with its participation in any territory; (iii) it has fully observed
such laws and obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all necessary
formalities; (iv) it has not taken any action or omitted to take any action which will or may result
in any Bank, the Company or any of their respective Affiliates or Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
and (v) the subscription for the Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction of its residence, the residence
of the Company, or otherwise;
13. it (and any person acting on its behalf) has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its participation in the Placing and
to perform its obligations in relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and authorities to agree to the terms
set out or referred to in this Announcement) and will honour such obligations;
14. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse
Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in
connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar
rules, regulations or guidelines issued, administered or enforced by any government agency
having jurisdiction in respect thereof (together the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify
the identity of the third party as required by the Regulations. If within a reasonable time after a
request for verification of identity, the relevant Bank has not received such satisfactory evidence,
such Bank may, in its absolute discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to such Bank will be returned without interest to the
account of the drawee bank or CREST account from which they were originally debited;
15. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it
is duly authorised to do so and has full power to make, and does make, the acknowledgments,
undertakings, representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to each Bank and the Company for the
performance of all its obligations as a Placee in respect of the Placing (regardless of the fact
that it is acting for another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
16. it undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to which this Announcement relates is
available only to Qualified Investors in a member state of the EEA, Relevant Persons in the
United Kingdom and South African Eligible Investors in South Africa and will be engaged in only
with Qualified Investors in a member state of the EEA, Relevant Persons in the United Kingdom
and South African Eligible Investors in South Africa, and further understands that this
Announcement must not be acted on or relied on by persons who are not Qualified Investors in
a member state of the EEA, Relevant Persons in the United Kingdom and South African Eligible
Investors in South Africa;
18. if in a member state of the EEA, it is a Qualified Investor;
19. if in the United Kingdom, it is a Relevant Person;
20. in the case of any Placing Shares subscribed for by it as a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus
Regulation, (i) the Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer
or resale, to persons in a member state of the EEA other than Qualified Investors, or persons in
the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent
of the Banks have been given to each such proposed offer or resale; or (ii) where the Placing
Shares have been subscribed for by it on behalf of persons in any member state of the EEA
other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer
of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) as having been made to such persons;
21. if it is a Placee resident in Australia, it:
21.1 is either (i) a "sophisticated investor" within the meaning of Section 708(8) of the
Australian Corporations Act or a "professional investor" within the meaning of Section 9
and Section 708(11) of the Australian Corporations Act; or (ii) a "wholesale client" for
the purposes of Sections 761G(4) and 761G(7) of the Australian Corporations Act (and
related regulations), who has complied with all relevant requirements in this respect;
21.2 understands, and each account it represents has been advised that: (i) no offer of
securities may be made in Australia except to a person who is a sophisticated investor
or a professional investor who is also a wholesale client (each as defined in the
Australian Corporations Act); and (ii) this Announcement including the Appendices
issued by the Company in connection with the Placing or any regulatory announcement
that may be issued by the Company:
(a) does not constitute an offer of securities for sale in Australia and does not
constitute a disclosure document under Part 6D.2 of the Australian
Corporations Act;
(b) does not and is not required to contain all the information which would be
required under the Australian Corporations Act to be included in a disclosure
document as defined under the Australian Corporations Act;
(c) has not been lodged with the Australian Securities and Investments
Commission;
(d) does not constitute financial product advice in relation to the Placing and
nothing in the documentation should be taken to constitute a recommendation
or statement of opinion that it intended to influence you in making a decision to
participate in the Placing; and
(e) does not constitute a Product Disclosure Statement as defined under the
Australian Corporations Act (nor has a Product Disclosure Statement been or
will be issued in relation to this Placing) and no cooling-off regime applies to the
financial products offered pursuant to this Announcement or any accompanying
documentation;
21.3 acknowledges and agrees that any securities acquired pursuant to this Announcement
are not, within 12 months of acquisition of the securities, able to be offered, transferred,
assigned or otherwise alienated to investors in Australia except in circumstances where
disclosure is not required under Part 6D.2 of the Australian Corporations Act or unless
a compliant disclosure document is prepared and lodged with the Australian Securities
and Investments Commission or any successor entity thereto;
22. it is and, at the time the Placing Shares are acquired, will be either:
22.1 located outside the United States and (i) is subscribing for Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S; (ii) is aware
of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S;
and (iii) the Placing Shares have not been offered to it by means of any "directed selling
efforts" as defined in Regulation S; or
22.2 located within the United States and is a QIB that is acquiring the Placing Shares in a
transaction that is exempt from the registration requirements under the Securities Act
for its own account (or for the account of a QIB as to which it has sole investment
discretion);
and in either case is not an ERISA Entity;
23. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it,
or any other presentation or other materials concerning the Placing (including electronic copies
thereof), in or into any Restricted Territory to any person and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
24. where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised
in writing by each managed account to subscribe for the Placing Shares for each managed
account and it has full power to make, and does make, the acknowledgements, representations
and agreements herein on behalf of each such account;
25. if it is a pension fund or investment company, its subscription for Placing Shares is in full
compliance with applicable laws and regulations;
26. it has not offered or sold and, prior to the expiry of a period of six months from UK Admission,
will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of its business or otherwise in circumstances which have
not resulted and which will not result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of the FSMA;
27. any offer of Placing Shares may only be directed at persons in member states of the EEA who
are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to UK Admission except to Qualified Investors or otherwise
in circumstances which have not resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus Regulation;
28. it has only communicated or caused to be communicated and will only communicate or cause
to be communicated any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an authorised
person;
29. it has complied and will comply with all applicable laws (including, in the United Kingdom, all
relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything
done by it in relation to the Placing Shares;
30. if it has received any "inside information" as defined in the UK Market Abuse Regulation about
the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the UK Market Abuse Regulation, prior
to the information being made publicly available;
31. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares
it has agreed to subscribe for and it (and any person acting on its behalf) will make payment for
the Placing Shares allocated to it in accordance with this Announcement on the due time and
date set out herein against delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as any Bank may in its discretion
determine and without liability to such Placee. It will, however, remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines
or penalties) due pursuant to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its behalf;
32. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to
which it will be entitled, and required, to acquire, and that the Banks or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
33. no Bank nor any of their respective Affiliates or its or their Representatives nor any person acting
on behalf of any of them, is making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in connection with the Placing and
participation in the Placing is on the basis that it is not and will not be a client of any Bank and
no Bank has any duties or responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the Sponsor and Placing
Agreement nor for the exercise or performance of any of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise any termination right;
34. the exercise by any (or all) of the Banks of any right or discretion under the Sponsor and Placing
Agreement shall be within the absolute discretion of the Banks and the relevant Bank or the
Banks (acting jointly) (as the case may be) need not have any reference to any Placee and shall
have no liability to any Placee whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against the Banks, the
Company or any of their respective Affiliates under the Sponsor and Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;
35. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. No Bank, nor the Company nor any of their respective
Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company, each Bank and their respective Affiliates and Representatives in
respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to
the CREST stock account of the Settlement Bank who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement instructions;
36. these terms and conditions and any agreements entered into by it pursuant to these terms and
conditions (including any non-contractual obligations arising out of or in connection with such
agreements) shall be governed by and construed in accordance with the laws
of England and Wales and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by any Bank or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a recognised stock
exchange;
37. each of the Banks, the Company and their respective Affiliates and others will rely upon the truth
and accuracy of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each Bank on its own behalf and on
behalf of the Company and are irrevocable and it irrevocably authorises each Bank and the
Company to produce this Announcement, pursuant to, in connection with, or as may be required
by any applicable law or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
38. it will indemnify on an after-tax-basis and hold the Company, each Bank and their respective
Affiliates and Representatives and any person acting on behalf of any of them harmless from
any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising
out of, directly or indirectly, or in connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of the Placing;
39. it irrevocably appoints any director or authorised signatory of the Banks as its agent for the
purposes of executing and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;
40. its commitment to acquire Placing Shares on the terms set out herein and in any contract note
will continue notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Banks' conduct of the Placing;
41. in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge,
sophistication and experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector
in which the Company operates and is aware that it may be required to bear, and is able to bear,
the economic risk of participating in, and is able to sustain a complete loss in connection with,
the Placing and has no need for liquidity with respect to its investment in the Placing Shares;
(iii) it has relied solely on its own investigation, examination, due diligence and analysis of the
Company and its Affiliates taken as a whole, including the markets in which the Group operates,
and the terms of the Placing, including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of any Bank; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and has so conducted
its own investigation to the extent it deems necessary to enable it to make an informed and
intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware
and understands that an investment in the Placing Share involves a considerable degree of risk;
and (vi) it will not look to the Company, any Bank or any of their respective Affiliates or their
respective Representatives or any person acting behalf of any of them for all or part of any such
loss or losses it or they may suffer;
42. neither the Company nor any Bank owes any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or indemnities in the Sponsor and
Placing Agreement or these terms and conditions;
43. may not rely on any investigation that any Bank or any person acting on their behalf may or may
not have conducted with respect to the Company and its Affiliates or the Placing and none of
such persons has made any representation or warranty to it, express or implied, with respect to
the suitability or merits of the Placing, the subscription for or purchase of the Placing Shares, or
as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as any investment or other
recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, any Bank for the purposes of this
Placing;
44. in connection with the Placing, any Bank and any of its Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may retain, purchase or sell
for its own account such shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any issue, offering or placement of
such shares in the Company to any Bank or any of its Affiliates acting in such capacity. In
addition, any Bank or any of their respective Affiliates may enter into financing arrangements
and swaps with investors in connection with which such Bank or any of their respective Affiliates
may from time to time acquire, hold or dispose of such securities of the Company, including the
Placing Shares. No Bank nor any of their respective Affiliates intends to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal or regulatory
obligation to do so; and
45. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors
in the book equals or exceeds the amount of the securities being offered) is not any indication
or assurance that the book will remain covered or that the Placing and securities will be fully
distributed by the Banks. Each Bank reserves the right to take up a portion of the securities in
the Placing as a principal position at any stage at its sole discretion, among other things, to take
account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and
confirmations are given for the benefit of each of the Company and each Bank (for their own benefit
and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and
are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are
contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to
their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. Neither the Company nor the Banks will be responsible for
any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating
thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also
assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares
into a clearance service. Neither the Company nor the Banks are liable to bear any stamp duty or stamp
duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i)
if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by
Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of
the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith,
and agrees to indemnify on an after-tax basis and hold each Bank and/or the Company and their
respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines
or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any
Bank or their respective Affiliates or their or their Representatives pursuant to this Announcement where
the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or
liability against which the indemnity is given on such amount (including on the increased amount)) there
shall remain a sum equal to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each
Bank and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Bank is
receiving a fee in connection with its role in respect of the Placing as detailed in the Sponsor and Placing
Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any Bank, any money held in an
account with such Bank on behalf of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be segregated from the relevant Bank's
money in accordance with the client money rules and will be used by the relevant Bank in the course of
its own business; and the Placee will rank only as a general creditor of that Bank.
Time is of the essence as regards each Placee's obligations under this Appendix.
Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be
sent to it at any address provided by it to any Bank.
The rights and remedies of each Bank and the Company under the terms and conditions set out in this
Appendix are in addition to any rights and remedies which would otherwise be available to each of them
and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Bank: (a) if they are an individual,
their nationality; or (ii) if they are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
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 and persons needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The Banks shall notify the
Placees and any person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Admission" means UK Admission and JSE Admission;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the
Securities Act or Rule 405 under the Securities Act, as applicable
and, in the case of the Company, includes its subsidiary
undertakings;
"Announcement" means this announcement (including its Appendices);
"Banks" means Berenberg, Peel Hunt and Panmure Liberum;
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London Branch;
"Board" means the board of directors of the Company;
"Bookbuild" means the bookbuilding process to be commenced by the Banks
immediately following release of this Announcement to use
reasonable endeavours to procure Placees for the Placing Shares,
as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Sponsor and
Placing Agreement;
"Capital Raising" means together the Placing, the South Africa Placing, the Retail Offer
and the Subscription;
"Closing Date" means the day on which the transactions effected in connection with
the Capital Raising will be settled;
"Code" the US Internal Revenue Code of 1986, as amended;
"Company" means Sirius of Plaza House, Fifth Floor, Admiral Park, St Peter Port,
Guernsey, GY1 2HU, Channel Islands, a company incorporated in
Guernsey with registered number 46442, ISIN code:
GG00B1W3VF54, and JSE and LSE share code: SRE;
"CREST" means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which
Euroclear is the Operator (as defined in such Regulations) in
accordance with which securities may be held and transferred in
uncertificated form;
"CSDP" means a central securities depository participant registered in terms
of the South African Financial Markets Act, No. 19 of 2012, as
amended, with whom a beneficial holder of shares holds a
dematerialised share;
"ERISA" the US Employee Retirement Income Security Act of 1974, as
amended;
"ERISA Entity" any person that is: (i) an "employee benefit plan" as defined in
Section 3(3) of ERISA that is subject to Title 1 of ERISA; (ii) a "plan"
as defined in Section 4975 of the Code, including an individual
retirement account or other arrangement that is subject to Section
4975 of the Code; (iii) an entity which is deemed to hold the assets
of any of the foregoing types of plans, accounts or arrangements that
is subject to Title 1 of ERISA or Section 4975 of the Code; or (iv) any
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is substantially
similar to the provisions of Title I of ERISA or Section 4975 of the
Code whose purchase, holding, and disposition of the Placing
Shares could constitute or result in a non-exempt violation of any
such substantially similar law;
"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated
under the laws of England and Wales;
"EU Prospectus means Regulation (EU) 2017/1129;
Regulation"
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Group" or "Sirius" means the Company and its subsidiary undertakings;
"JSE" means JSE Limited (Registration number 2005/022939/06), a public
company duly incorporated in South Africa, and licensed as a
securities exchange under the South African Financial Markets Act,
No. 19 of 2012, as amended;
"JSE Admission" means the admission of the Placing Shares, the SA Placed Shares,
the Retail Offer Shares and the Subscription Shares to trading on the
Main Board becoming effective in accordance with the rules of the
JSE;
"JSE Listings means the listings requirements of the JSE, as amended from time
Requirements" to time;
"Listing Rules" means the rules and regulations made by the FCA under the FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Change" means a material adverse change or affecting, or any development
reasonably likely to result in a material adverse change in or
affecting, the condition (financial, operational, legal, or otherwise) or
the earnings, management, results of operations, business affairs,
solvency, credit rating or prospects of the Group (taken as a whole),
whether or not arising in the ordinary course of business at any time
prior to Admission;
"Main Board" means the main board of the list of securities admitted to listing on
the JSE;
"New Ordinary Shares" means the new Ordinary Shares to be issued by the Company
pursuant to the Capital Raising;
"Offer Price" means the price per Ordinary Share at which the Offer Shares are to
be subscribed;
"Offer Shares" means together the Placing Shares, the SA Placed Shares, the Retail
Offer Shares and the Subscription Shares;
"Ordinary Share" means an ordinary share of no par value each in the capital of the
Company;
"Panmure Liberum" means Panmure Liberum Limited;
"PDMRs" means persons discharging managerial responsibility as defined in
the UK Market Abuse Regulation;
"Peel Hunt" means Peel Hunt LLP;
"Placee" means any person (including individuals, funds or otherwise) by
whom or on whose behalf a commitment to acquire Placing Shares
has been given;
"Placing" means the placing to take place by way of an accelerated bookbuild
for which Berenberg and Peel Hunt have been appointed joint global
coordinators and, together with Panmure Liberum, as joint
bookrunners (on a several basis) (excluding, for the avoidance of
doubt, the South Africa Placing);
"Placing Results means the announcement published by the Company confirming the
Announcement" results of the Placing on a Regulatory Information Service
immediately following the execution of the Placing Terms;
"Placing Shares" means the new Ordinary Shares to be subscribed by the Placees
under the Placing;
"Placing Terms" has the meaning given to it in Appendix 1 to this Announcement;
"PRA" means the Prudential Regulation Authority;
"Preliminary Prospectus" means the draft prospectus dated 8 July 2024 prepared by, and
relating to, the Company for the purposes of the Placing;
"Pricing Information" means the pricing information contained in the Placing Results
Announcement and made available to Placees;
"Prospectus" means the prospectus expected to be published in connection with
Admission on 11 July 2024 prepared by, and relating to, the
Company;
"PSG Capital" means PSG Capital Proprietary Limited;
"qualified institutional has the meaning given such term in Rule 144A of the Securities Act;
buyer" or "QIB"
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information means any of the services set out in Appendix 3 of the Listing Rules;
Service"
"Representative" means in respect of any person, any of their respective Affiliates or
any of their respective agents, directors, officers or employees;
"Restricted Territory" means Australia, New Zealand, Canada, Japan, the United
States or any jurisdiction in which the release, publication or
distribution of this Announcement is unlawful;
"Retail Offer" means the offer of the Retail Offer Shares on the PrimaryBid platform
and on the terms set out in a separate announcement;
"Retail Offer Shares" means the Ordinary Shares to be subscribed by investors under the
Retail Offer;
"Rule 144A" means Rule 144A under the Securities Act;
"SA Placed Shares" means Ordinary Shares to be subscribed for by SA Placees pursuant
to the South Africa Placing;
"SA Placees" means selected qualifying investors in South Africa who will
subscribe for SA Placed Shares pursuant to the South Africa Placing;
"SA Placee Undertakings" means the irrevocable undertakings (or commitments in such forms
as may be permitted by the Company) pursuant to which SA Placees
agree to subscribe for New Ordinary Shares;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"Settlement Bank" means Peel Hunt;
"South Africa" means the Republic of South Africa;
"South Africa Placing" means the private placing, by way of accelerated bookbuild, of
Ordinary Shares to selected qualifying investors in South Africa by
PSG Capital in its capacity as sole bookrunner and placing agent
in South Africa;
"South African Companies means the South African Companies Act, No. 71 of 2008, as
Act" amended;
"South African Eligible means persons in South Africa who (i) fall within the categories of
Investors" persons set out in Section 96(1)(a) of the South African Companies
Act; or (ii) subscribe for Placing Shares for a minimum acquisition
cost of ZAR1 000 000 for a single addressee acting as principal, as
envisaged in section 96(1)(b) of the South African Companies Act;
"Sponsor and Placing has the meaning given to it in Appendix 1 to this Announcement;
Agreement"
"subsidiary" or "subsidiary each have the meaning given to that term in the Companies Act
undertaking" 2006;
"UK Admission" means admission of the Placing Shares, SA Placed Shares, the
Retail Offer Shares and the Subscription Shares to the premium
listing segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities;
"UK Market Abuse means Regulation (EU) 596/2014 as it forms part of UK domestic law
Regulation" by virtue of the EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law
by virtue of the EUWA;
"UK Prospectus means the Regulation (EU) 2017/1129 as it forms part
Regulation" of UK domestic law by virtue of the EUWA;
"uncertificated" or "in means in respect of a share or other security, where that share or
uncertificated form" other security is recorded on the relevant register of the share or
security concerned as being held in uncertificated form in CREST
and title to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions,
any state of the United States of America, the District of
Columbia and all other areas subject to its jurisdiction and any
political sub-division thereof; and
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound
sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom. All
references to "US$", "$" or "dollars" are to the lawful currency of the United States of America. All
references to "ZAR" are to the lawful currency of the Republic of South Africa.
Date: 10-07-2024 05:36:00
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