1st May 2007 08:00
Dawnay, Day Sirius01 May 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Dawnay, Day Sirius Limited announces Offer Size and Commencement of Conditional Dealings Dawnay, Day Sirius Limited (the "Company"), the newly incorporated real estatecompany established to acquire large mixed-use commercial real estate forupgrading to flexible workspaces, today announces it has conditionally raised€272 million through a placing of 272.2 million Ordinary Shares ("the Placing")at a price of €1.00 per share. The market capitalisation of the Company, basedon the offer price at commencement of dealings will be approximately €300million. The Company intends to use the funds raised, together with existing and futuredebt, to acquire a portfolio of assets worth up to approximately €750 millionover the next 12-18 months. Conditional dealings are expected to commence at 8.00am on 1 May 2007 under theticker symbol 'DDS'. It is expected that Admission will become effective, andthat unconditional dealings in Ordinary Shares on AIM will commence at 8.00am on4 May 2007. JPMorgan Cazenove is acting as Nomad, sole financial adviser and joint broker tothe Company. KBC Peel Hunt is acting as joint broker to the Company. Offer Statistics Offer Price €1.00Number of Offer Shares 272,200,000Number of Ordinary Shares being issued to Staracre Limited* 27,800,000Number of Ordinary Shares in issue immediately followingAdmission 300,000,000Market capitalisation at the Offer Price immediately followingAdmission €300,000,000Estimated net proceeds receivable by the Company €262,500,000 Note: Assuming no exercise of the over-allotment option. * A company owned as to 50% by Marba Investment and as to 50% indirectly byFrank and Kevin Oppenheim. The Company has granted to JPMorgan Cazenove an over-allotment option pursuantto which JPMorgan Cazenove may require the Company to issue up to a further27,800,000 Ordinary Shares at the offer price. Overview • The Company, following Admission, is expected to acquire a portfolio of 20 properties in Germany with a combined lettable space totalling c.390,000 m2, independently valued by DTZ at €206 million (the "Initial Portfolio"). The Initial Portfolio generates an aggregate annual net rental income of approximately €13.0 million and a net initial yield of 6.3% • In addition to the Initial Portfolio, the Company currently is in varying stages of negotiations on a pipeline of potential acquisitions in excess of €400 million, some of which may be completed in the near future. The Company will have a target loan to value ratio of approximately 60% to 80% and will target an interest cover of 1.65 times. The Company's investment criteria will focus on acquiring large mixed-used commercial real estate assets in Germany suitable for upgrading into flexible workspace to be leased to small and medium sized enterprises (SMEs). • The Company will be externally managed by Dawnay, Day Sirius Real Estate Asset Management Limited which will identify acquisition targets and provide or procure the provision of real estate and portfolio management services to the Company. • The Company's principal objective is to generate total returns for shareholders through the payment of semi-annual dividends and net asset value growth, primarily through capital appreciation in, and rental income from, the Company's portfolio. The Company's target payout ratio is 60% to 80% of its recurring profit. • Staracre Limited, 50% owned by Marba Investment and 50% indirectly owned by Frank and Kevin Oppenheim, is expected to acquire a shareholding of the Company at Admission, representing an investment of 9.3% of the issued share capital of the Company (assuming no exercise of the over-allotment option). Marba Investment is a company incorporated in Luxembourg and owned as to 50% by Peter Klimt and his immediate family and as to 50% indirectly by the trustees of the Guy Naggar 1982 Settlement Trust. • The Company is incorporated in Guernsey. The Board has five non-executive directors including its Chairman, Dick Kingston (formerly Finance Director of Slough Estates, now trading as SEGRO) and Dr Gerhard Niesslein, Chief Executive Officer of De TeImmobilien, part of the Deutsche Telekom Group. Commenting on the fund raising and Admission to AIM, Dick Kingston, Chairman ofthe Company said: "We are very pleased by the response from institutionalinvestors to the fundraising and we look forward, as a public company, toestablishing market leadership in the provision and management of flexibleworkspace in Germany." Further Enquiries Sirius Facilities Group Kevin Oppenheim 020 7861 0550Alistair Markswww.dawnaydaysirius.com JPMorgan Cazenove Robert Fowlds 020 7588 2828Bronson Albery Cardew Group Tim Robertson 020 7930 0777 Shan Shan WillenbrockCatherine Maitland These materials are not for publication or distribution, directly or indirectly,in, into or from the United States of America, Canada, Australia or Japan. Thesematerials do not constitute or form part of any offer or invitation to sell orissue or any solicitation of any offer to purchase or subscribe for anysecurities in any jurisdiction, nor shall it (or any part of it) or the fact ofits distribution form the basis of, or be relied upon in connection with, or actas any inducement to enter into, any contract or commitment therefore. The Offer and the distribution of this press release and other information inconnection with the listing and offer in certain jurisdictions may be restrictedby law and persons into whose possession any document or other informationreferred to herein comes should inform themselves about and observe any suchrestriction. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. Recipients of these materials who intend to purchase or subscribe for shares inthe Company following publication of a final admission document are remindedthat any such purchase or subscription must only be made solely on the basis ofthe information contained in such admission document relating to the Company inits final form. The shares mentioned herein have not been, and will not be, registered under theUS Securities Act of 1933 (the "Securities Act"), and may not be offered or soldin the United States except pursuant to an exemption from the registrationrequirements of the Securities Act. No public offer of the shares is being madein the United States and the information contained herein does not constitute anoffering or securities for sale in the United States, Canada, Australia orJapan. No money, securities or other consideration is being solicited and, ifsent in response to the information contained herein, will not be accepted. This communication is directed only at persons in member states of the EuropeanEconomic Area who are qualified investors within the meaning of Article 2(1)(e)of the Prospectus Directive (2003/7/EC) ("Qualified Investors"). Thiscommunication is only directed at (i) persons who are outside the United Kingdomor (ii) investment professionals falling within Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or(iii) high net worth entities, and other persons to whom it may lawfully becommunicated, falling within Article 49(2)(a) to (d) of the Order (all suchpersons together with Qualified Investors being referred to as "relevantpersons"). The securities are only available to, and any invitation, offer oragreement to subscribe, purchase or otherwise acquire such securities will beengaged in only with, relevant persons. Any person who is not a relevant personshould not act or rely on this communication or any of its contents. Some of the information in this press release may contain projections or otherforward-looking statements regarding future events or the future financialperformance of the Company. You can identify forward-looking statements by termssuch as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will','could', 'may' or 'might' or other similar expressions. The Company wishes tocaution you that these statements are only predictions and those actual eventsor results may differ materially. The Company does not intend to update thesestatements to reflect events and circumstances occurring after the date hereofor to reflect the occurrence of unanticipated events. Many factors could causethe actual results to differ materially from those contained in projections orforward-looking statements of the Company, including risks specifically relatedto the Company and its operations. This does not constitute a recommendation concerning the Offer. The value ofshares can go down as well as up. Past performance is not a guide to futureperformance. Potential investors should consult a professional advisor as to thesuitability of any offering for the individual concerned. JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated by the Financial Services Authority, is acting for the Company and noone else in connection with the Offer, and will not be responsible to anyoneother than the Company for providing the protections afforded to its clients norfor providing advice in connection with the Offer. Stabilisation/FSA. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sirius Real Estate