SIRIUS REAL ESTATE L

SRE
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Sirius Real Estate : Scrip Circular

06/14/2021 | 04:46pm

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you should seek your own personal financial advice immediately from your stockbroker, bank manager, central securities depositary participant ("CSDP"), solicitor, accountant or other independent financial adviser authorised under either (i) if you are resident in the United Kingdom, the Financial Services and Markets Act 2000 ("FSMA"), or (ii) if you are resident in South Africa, the Financial Markets Act, No.19 of 2012, as amended, or (iii) if you are not resident in the United Kingdom or South Africa, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares in Sirius Real Estate Limited, please forward this circular (including the terms and conditions which are attached as an Appendix to this circular) (this "Circular") and the Accompanying Form(s) (if any) as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, these documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this Circular in certain jurisdictions (including the United States of America, Canada, Japan or Australia or their respective territories or possessions (subject to applicable exemptions)) other than the United Kingdom, South Africa and Guernsey may be restricted by law. Accordingly, this Circular may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Company does not accept responsibility and will not be held liable for any failure on the part of the CREST provider or the Participant, broker or custodian of any holder of uncertificated or dematerialised Ordinary Shares to notify such holders of the proposals set out in this Circular.

Shareholders on the UK Share Register who do not elect to receive any New Shares will receive their Dividend in cash in Euro or, if a valid currency election has been submitted, in Sterling. Shareholders on the SA Share Register that do not elect to receive any New Shares will receive their Dividend in cash in ZAR.

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 46442)

DIVIDEND FOR THE SIX MONTH PERIOD ENDED 31 MARCH 2021

SCRIP DIVIDEND MANDATE

AND

OFFER OF A SCRIP DIVIDEND ALTERNATIVE

AND

CURRENCY ELECTION FOR CASH DIVIDEND

All defined terms shall have the meanings set out in the Appendix, unless otherwise specified.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

For Shareholders on the UK Share Register:

Announcement of Scrip Dividend Alternative

Monday, 7 June 2021

Announcement of Reference Price for the New Shares and the

Monday, 14 June 2021

Euro to Sterling Conversion Rate released on RNS

Despatch the Scrip Circular and Form of Election and announce

Monday, 14 June 2021

the despatch on RNS

Last day to trade in order to be eligible for the cash dividend

Wednesday, 7 July 2021

or alternatively the scrip dividend

Shares commence trading ex the cash dividend or

Thursday, 8 July 2021

scrip dividend (the UK Ex-Dividend Date)

Record Date for Shareholders on the UK Share Register

Friday, 9 July 2021

Deadline by which election to receive the New Shares or

5.00 p.m. (UK time)

election to receive dividend entitlements in Sterling must

on Friday, 23 July 2021

have been received by the Registrars (the Election Return

Date for Shareholders on the UK Share Register)

Announcement on RNS of the number of New Shares issued

Wednesday, 11 August 2021

Despatch scrip dividend share certificates, Dividend cheques

Wednesday, 18 August 2021

and tax vouchers

CREST accounts credited and/or updated with the

Thursday, 19 August 2021

Dividend payment in cash and/or New Shares

Admission of New Shares to the premium segment of the

Thursday, 19 August 2021

Official List and to trading on the Main Market

Dividend Payment Date

Thursday, 19 August 2021

Notes

Please note that all dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject to change. Any changes will be notified to Shareholders through an appropriate announcement.

For Shareholders on the UK Register, the contact details for the Registrars are: Link Group, Corporate Actions, 10th Floor,

Central Square, 29 Wellington Street, Leeds LS1 4DL; telephone: 0371 664 0321*.

  • Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Shareholders on the UK Share Register who do not elect to receive any New Shares will receive their full entitlement to the Dividend in Euro unless they opt, or have previously opted, to receive Sterling by submitting a valid currency election, in which case they will receive their full entitlement to the Dividend in Sterling based on the Euro to Sterling Conversion Rate. Shareholders on the UK Share Register who elect to receive part of their entitlement in New Shares and the balance of their entitlement in cash will receive the cash balance in Sterling

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For Shareholders on the SA Share Register:

Announcement of Scrip Dividend Alternative

Monday, 7 June 2021

Announcement of Reference Price for the New Shares and the

Monday, 14 June 2021

Euro to ZAR Conversion Rate released on SENS

Despatch the Scrip Circular and Form of Election and

Monday, 14 June 2021

announce the despatch on SENS

Last day to trade in order to be eligible for the cash dividend

Tuesday, 6 July 2021

or alternatively the scrip dividend

Shares commence trading ex the cash dividend or

Wednesday, 7 July 2021

scrip dividend (the SA Ex-Dividend Date)

Announcement on SENS regarding Cash Fractions

Thursday, 8 July 2021

applicable to the Scrip Dividend, by 11.00 a.m.

Record Date for Shareholders on the SA Share Register

Friday, 9 July 2021

Deadline by which election to receive the New Shares must have

12.00 noon (South African time)

been received by the Transfer Secretaries (the Election

on Friday, 23 July 2021

Return Date for Shareholders on the SA Share Register)

Announcement on SENS of the number of New Shares to be issued

Wednesday, 11 August 2021

Execution of the conversion from Euro to ZAR for

Thursday, 12 August 2021

payment of any dividends in ZAR

Participant/broker accounts credited and/or updated with the

Thursday, 19 August 2021

Dividend payment in cash and/or New Shares

Despatch scrip dividend share certificates, Dividend cheques

Thursday, 19 August 2021

and tax vouchers

Listing and admission of New Shares to trading on the JSE

Thursday, 19 August 2021

Dividend Payment Date

Thursday, 19 August 2021

Notes

Please note that all dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be notified to Shareholders through an appropriate announcement.

To facilitate settlement of the Dividend to entitled Shareholders on the SA Share Register, share certificates may not be dematerialised or rematerialised between Wednesday, 7 July 2021 (the SA Ex-Dividend Date) and Friday, 9 July 2021 (the Record Date for Shareholders on the SA Share Register). No transfers of Shares shall be registered in the SA Share Register, or between the SA Share Register and the UK Share Register, between Monday, 14 June 2021 (the Reference Price date) and Friday, 9 July 2021. All dates are inclusive.

Shareholders on the SA Share Register who do not elect to receive any New Shares will receive their entitlement to the cash dividend in ZAR, based on the Euro to ZAR Conversion Rate. Shareholders on the SA Share Register who elect to receive part of their entitlement in New Shares and the balance of their entitlement in cash will receive the cash balance in ZAR.

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LETTER FROM THE CHAIRMAN OF THE COMPANY

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 46442)

Directors:

Registered Office:

Daniel Kitchen (Independent Non-executive Chairman)

Trafalgar Court,

James Peggie (Senior Independent Non-executive Director)

2nd Floor, East Wing,

Caroline Britton (Independent Non-executive Director)

Admiral Park

Mark Cherry (Independent Non-executive Director)

St Peter Port

Kelly Cleveland (Independent Non-executive Director)

Guernsey, GY1 3EL

Andrew Coombs (Executive Director, Chief Executive Officer)

Channel Islands

Alistair Marks (Executive Director, Chief Financial Officer)

Website:

www.sirius-real-estate.com

14 June 2021

To Shareholders

Dear Shareholder

INTRODUCTION

On Monday, 7 June 2021, Sirius announced its Final Results. In its statement accompanying the announcement of the Final Results, Sirius reported that the Directors have authorised a Dividend of €0.0198 per Ordinary Share for the six month period ended 31 March 2021, payable on 19 August 2021 to Shareholders on the UK Share Register and on the SA Share Register at the respective closes of business on 9 July 2021 (the Record Date).

For Shareholders on the UK Share Register who would like to receive their full entitlement to the Dividend in cash, the Directors would like to offer such Shareholders the option of receiving the whole of their Dividend in Sterling. Shareholders on the UK Share Register who do not elect to receive any New Shares and do not make, or have not previously made, a valid currency election, will receive their full entitlement to the dividend in cash in Euro. Shareholders on the SA Share Register who would like to receive their entitlement to the Dividend in cash, will receive their entitlement to the Dividend in ZAR.

For Shareholders who would like to receive their entitlement to the Dividend in New Shares, the Directors would like to offer such Shareholders the chance to receive the whole of their entitlement to the Dividend in New Shares instead of in cash or part of their entitlement to the Dividend in New Shares and part in cash (with any cash balance being paid in Sterling in respect of Shareholders on the UK Share Register or ZAR in respect of Shareholders on the SA Share Register). Under the Articles, the Directors may, with the authority of an ordinary resolution of Shareholders given at a general meeting, offer to Shareholders the opportunity to elect to receive dividends in the form of Ordinary Shares (credited as fully paid) instead of in cash. The Directors obtained such authority in respect of any Dividend authorised in relation to all or part of the financial year of the Company ending in 2021 at the annual general meeting of the Company held on 31 July 2020. The terms and conditions of the Scrip Dividend Alternative are set out in the Appendix to this Circular.

The Directors believe that the offer of the Scrip Dividend Alternative is advantageous to Shareholders because it enables Shareholders to increase their shareholding in the Company in a simple manner without paying dealing costs. However, the decision whether to elect for the Scrip Dividend Alternative will depend on a Shareholder's own circumstances. Paragraph 9 of the terms and conditions sets out some of the factors which Shareholders may wish to consider. The Directors believe that the offer of the Scrip Dividend Alternative is advantageous to the Company (and therefore to the Shareholders in general) since cash that would otherwise be paid out in Dividends is retained within the business. The total cash cost of the Dividend if no elections are made would, based on the issued share capital at the date of this Circular, be approximately €20,772,818.73.

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Shareholders who are considering making an election should bear in mind that the price of Ordinary Shares fluctuates, as is the case with all listed securities.

It is intended that application will be made to (i) the FCA for the New Shares to be admitted to the premium segment of the Official List; (ii) the London Stock Exchange for the New Shares to be admitted to trading on the Main Market; and (iii) the JSE for listing and admission to trading of the New Shares on the Main Board. It is expected that the New Shares will be admitted to the premium segment of the Official List, admitted to trading on the Main Market and listed and admitted to trading on the Main Board on Thursday, 19 August 2021. This document does not constitute a prospectus as the exemptions in Rule 1.2.2R(4) and Rule 1.2.3R(5) of the Financial Conduct Authority Prospectus Rules from the requirement to produce a prospectus apply.

ACTION TO BE TAKEN

Shareholders on the UK Share Register

Please refer to the section below entitled

"For Shareholders on the UK Share Register Only".

Shareholders on the SA Share Register

Please refer to the section below entitled

"For Shareholders on the SA Share Register Only".

FOR SHAREHOLDERS ON THE UK SHARE REGISTER ONLY

If you wish to receive New Shares

Please note that if you wish to elect to receive New Shares in relation to part of your Dividend entitlement only, you will receive the cash balance of your entitlement to the Dividend in Sterling. In these circumstances, your bank account must be denominated in Sterling in order for the Registrars to effect payment in Sterling and you will need to provide details of your Sterling denominated bank account by completing the Scrip Election Form appropriately.

  1. Certificated Qualifying Shareholders

If you are a Qualifying Shareholder and hold share certificates for your Ordinary Shares and wish to elect to receive New Shares in relation to all of your Dividend entitlement or part of your Dividend entitlement (with the balance being paid to you in cash in Sterling), you will need to complete the Scrip Election Form accompanying this Circular and send it to the Registrars. Your completed Scrip Election Form must be received by the Registrars by no later than 5.00 p.m. (UK time) on Friday, 23 July 2021 (the Election Return Date for Shareholders on the UK Share Register). If it has not been received by then, you will receive the full amount of your Dividend entitlement in cash in Euro or, if a Currency Election Form has been validly submitted whereby you have opted to be paid in Sterling, in Sterling.

Scrip Dividend Mandate

You may also give a Scrip Dividend Mandate, which is a standing election to receive not only the Dividend, but also all future Dividends authorised by the Company in the form of New Shares in respect of all of your Ordinary Shares (in the event that the Directors decide to offer the opportunity to receive a Dividend in the form of New Shares). Scrip Dividend Mandates (which are made by marking a cross in Box 2 of the Scrip Election Form accompanying this Circular) will only be valid in respect of a Dividend offered in the form of New Shares which is made to Shareholders. Even though you make this election, the Company will write to you each time the Directors offer a Dividend in the form of New Shares, advising you of the basis of your entitlement to New Shares. Alternatively, Scrip Dividend Mandates can be made online at www.signalshares.com. The basis on which you may revoke your Scrip Dividend Mandate may also be found online at www.signalshares.com.

Scrip Dividend Mandate already given

If you have previously given a Scrip Dividend Mandate at the time of a former scrip dividend alternative offered by the Directors then, unless you wish to change the mandate, you need take no action. If you currently have a Scrip Dividend Mandate in place, you will have received a Notification of Scrip Dividend with this Circular.

For more information, please refer to paragraph 4A of the terms and conditions.

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Disclaimer

Sirius Real Estate Limited published this content on 14 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2021 20:45:00 UTC.

© Publicnow 2021
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