Wrap Text
Launch of Accelerated Bookbuild
SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")
LAUNCH OF ACCELERATED BOOKBUILD
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN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 IT IS UNLAWFUL TO DO SO.
Spear hereby announces the launch of an equity raise ("Equity Raise") of R1 billion through the issue of new
ordinary shares ("Bookbuild Shares"), subject to pricing acceptable to Spear. The Company reserves the right
to increase the size of the Equity Raise, subject to demand and pricing.
Participation in the Equity Raise will be offered to qualifying investors (as set out in greater detail in the disclaimers
below) and will be implemented through an accelerated bookbuild process ("Bookbuild") which opens with
immediate effect and may close at any time hereafter.
Pricing and allocations will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild
and the price at which the Bookbuild Shares will be placed ("Bookbuild Price") are at the discretion of the
Company and PSG Capital, acting as sole bookrunner for the Equity Raise ("Sole Bookrunner"). Pricing and
allocations in terms of the Bookbuild will be announced as soon as practicable following the closing of the
Bookbuild.
The Equity Raise will be offered, in the first instance, in terms of Spear's existing general authority to issue shares
for cash ("General Authority"), granted by shareholders at the annual general meeting of the Company held on
Monday, 30 June 2025, and in the second instance, by way of a vendor consideration placing (as defined under
paragraph 7.4 of the JSE Listings Requirements).
The Equity Raise will enable Spear to:
- execute on an attractive near-term pipeline of convenience retail, commercial and industrial acquisition
opportunities;
- execute on brownfield projects previously outlined, to unlock embedded bulk, specifically within the industrial
property portfolio; and
- fund capital expenditure for various asset management initiatives, such as the expansion of its PV solar
portfolio.
The Equity Raise provides Spear with additional headroom to enable the above, by allowing the Company to
reduce debt incurred in settling the purchase consideration for certain of its previously implemented acquisitions,
and is in line with the approach followed with past vendor consideration placings by the Company.
The Company reserves the right to close the Bookbuild at any time. The Bookbuild Shares, when issued, will be
credited as fully paid and will rank pari passu in all respects with the existing shares of the Company. PSG Capital,
the Sole Bookrunner, can be contacted using the following details:
Terence Kretzmann (+27 81 831 2709)
Bhargav Desai (+27 72 874 0971)
Cape Town
22 April 2026
Sole Bookrunner, Transaction Advisor and Sponsor
PSG Capital
TERMS AND CONDITIONS, DISCLAIMERS
In accordance with Spear's General Authority, related parties may participate in the Equity Raise, provided they do so at the
price at which the book closes (subject to their maximum bid price). Spear will allocate shares to participants equitably, and
will consider factors including existing shareholdings in Spear, pricing and sizing of bids, receipt of early submissions of
commitments and due process.
The Equity Raise is not an offer to the public as defined in the South African Companies Act, No. 71 of 2008, as amended
("Companies Act") and only (i) persons falling within the exemptions set out in section 96(1)(a) of the Companies Act and/or
(ii) persons who propose to subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than
R1 000 000, as envisaged in section 96(1)(b), of the Companies Act, may participate. Participation in the Equity Raise is
reserved for invited qualifying investors only and subject to the terms and conditions provided to the invited qualifying investors.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe
for Bookbuild Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an
offer to buy and/or subscribe for, shares as defined in the Companies Act, and will not be distributed to any person in South
Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. This announcement
does not, nor is it intended to constitute a "registered prospectus" as contemplated in the Companies Act.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer
or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent legal
or financial adviser.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of America, absent registration
or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
compliance with applicable state and other securities laws. The Equity Raise will be made only to qualifying institutional
investors, outside the United States in reliance on Regulation S of the Securities Act. The Equity Raise will only be made to
investors to whom the Equity Raise may be lawfully made without having to file or register any securities or any offering or
related documentation with any securities regulatory authority in any relevant jurisdiction. This announcement is for information
purposes only and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities
in the United States or any other jurisdiction it would be unlawful to do so.
The distribution of this announcement and the offering for subscription of the Bookbuild Shares in certain jurisdictions may be
restricted by law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken by the Company or the Sole Bookrunner or any of their respective affiliates that would
permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity
material relating to such Bookbuild Shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and the Sole Bookrunner to inform themselves about,
and to observe, such restrictions. To the fullest extent permitted by applicable law, the Company and the Sole Bookrunner
disclaim any responsibility or liability for the violation of such requirements by any person. The Equity Raise is not to be
regarded as an offer or invitation to any person in any jurisdiction to the extent that any applicable legal requirement in such
jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or invitation in such
jurisdiction.
This announcement is restricted and is not for publication or distribution or release, directly or indirectly, in or into the United
States including its territories and possessions, any State of the United States and the District of Columbia, Australia, Canada,
Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
No offering document or prospectus will be made available in connection with the matters contained or referred to in this
announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December
2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial
Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person. This announcement has been issued by, and is the sole responsibility
of, the Company.
As regards the European Economic Area (the "EEA") and the United Kingdom, this announcement is for information purposes
only and is directed only at persons whose ordinary activities involve them in 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"), qualified investors within the
meaning of article 2(e) of the EU Prospectus Regulation ("qualified investors"); or (b) if in the United Kingdom, qualified
investors within the meaning of article 2(e) of 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) of the order, or (c) persons to whom it may
otherwise be lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member states of the EEA to
qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only with qualified investors in
member states of the EEA and UK Relevant Persons in the United Kingdom. This announcement must not be acted on or
relied on by persons in a member state of the EEA who are not qualified investors or by persons in the United Kingdom who
are not UK Relevant Persons.
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 the Sole Bookrunner
or by any of its respective directors, officers, employees, advisers, affiliates or agents as to, or in relation to, the accuracy,
completeness or sufficiency 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. Nothing contained in this
announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future.
Neither the Sole Bookrunner nor any of its directors, officers, employees, advisers, affiliates or agents accepts any
responsibility for its accuracy, completeness or verification and, accordingly, the Sole Bookrunner and its directors, officers,
employees, advisers, affiliates or agents disclaim, to the fullest extent permitted by applicable law, any and all liability which
they might otherwise be found to have in respect of this announcement or any such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the Bookbuild Shares. No representation or warranty is made by the Company or the Sole Bookrunner in
connection with the Equity Raise nor the Bookbuild Shares, and any investment decision to subscribe for Bookbuild Shares in
terms of the Equity Raise must be made solely on the basis of publicly available information which has not been independently
verified by the Sole Bookrunner.
The Sole Bookrunner is acting for the Company, and no one else, in connection with the Equity Raise and will not be
responsible to anyone other than the Company for providing the protections offered to its clients, nor for providing advice in
relation to the Equity Raise.
Persons who are invited to and who choose to participate in the Equity Raise by making an offer to take up Bookbuild Shares,
will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained herein. Each
such person represents, warrants and acknowledges and undertakes that it is a person eligible to subscribe for the Bookbuild
Shares in compliance with the restrictions set forth herein and the applicable laws and regulations in its home jurisdiction and
in the jurisdiction (if different) in which it is physically resident.
Date: 22-04-2026 05:45:00
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