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SENS: Sirius Real Estate: AIM cancellation, move to Main Market & notice of EGM

Andrew Coombs, Chief Executive Officer of Sirius Real Estate.
Andrew Coombs, Chief Executive Officer of Sirius Real Estate.

Further to previous announcements, Sirius Real Estate confirms its intention to apply for admission to listing of its Ordinary Shares on the premium segment of the Official List of the UK Listing Authority (the “Official List”) and admission to trading on the main market of the London Stock Exchange plc.

The Company has also applied and received approval for the transfer of its Ordinary Shares from trading on AltX of the Johannesburg Stock Exchange to trading on the JSE’s Main Board for listed securities.

Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on both the AIM market of the London Stock Exchange plc and the AltX market of JSE.

The Directors believe that the UK Admission and the JSE Transfer will:

– provide a more appropriate platform for the continued growth of the Group and further raise its profile and status as a high quality real estate business;
– place the Company in a better position to achieve improved liquidity in its Ordinary Shares due to the higher number of institutional investors who regularly trade in shares of companies
admitted to the Main Market and the Main Board and the higher profile of such companies;
– facilitate the longer term ambitions of the Company, increase its appeal to a broader range of international investors and, subject to meeting the relevant criteria, allow the Company to
benefit from inclusion in certain indices; and
– further develop the Company’s corporate governance, regulatory and reporting disciplines.

In order to be eligible to be included in certain indices, the Ordinary Shares will need to be traded on the Main Market in Pounds Sterling. The Directors have therefore determined that it is in the best interests of the Shareholders to change the trading currency of the Ordinary Shares from Euros to Pounds Sterling on the London Stock Exchange, and this change will take place on and from the date of UK Admission. The Ordinary Shares will continue to be traded in Rand on the JSE. Dividends on the Ordinary Shares held by

Shareholders on the UK Shareholder Register will be paid in Euros or, at the option of the relevant Shareholder, in Pounds Sterling. Dividends on the Ordinary Shares held by Shareholders on the SA Share Register will continue to be paid in Rand.

Further information regarding the proposed UK Admission and the JSE Transfer can be found in the Prospectus, a copy of which will be available on the Company’s website at www.sirius-real-estate.com and via the National Storage Mechanism as soon as it is published (which is currently expected to be on or about 27 January 2017). Copies of the Prospectus will also be available at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London, SE1 2AQ.

It is expected that the Company’s Ordinary Shares will be admitted to the Official List, commence trading on the Main Market and simultaneously be cancelled on AIM and that JSE Transfer will take effect on or around 6 March 2016, subject to the receipt of the necessary approvals from the UK Listing Authority, the London Stock Exchange and the resolutions being passed by the Shareholders at the Extraordinary General Meeting referred to below.

Circular and Notice of Extraordinary General Meeting

In order to proceed with Admission, a circular will today be posted to Shareholders, the purpose of which is to allow Shareholders to vote on the adoption of new articles of association which reflect the enhanced legal and regulatory requirements of the Main Market, to approve the UK Admission and JSE Transfer and to authorize the Directors to dis-apply pre-preemption rights and allot ordinary shares for cash (together, the “Resolutions”). The Extraordinary General Meeting is to be held at 33 St James’s Square, London SW1Y 4JS at 2.00 p.m. (UK time) and 4.00 p.m. (South African time) on 23 February 2017 for the purposes of seeking shareholder approval to the Resolutions.

A copy of this circular is available on the company’s website: www.sirius-real-estate.com All capitalized terms in this announcement have the meaning given to them in the Circular, unless otherwise defined herein.

A further announcement will be made in due course.