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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Fornebu, May 13, 2025. Aker Property Group ("APG"), a wholly owned subsidiary of
Aker ASA ("Aker"), announces today that it has signed agreements to acquire a
strategic ownership interest in Public Property Invest ASA (OSE: PUBLI) ("PPI")
and Samhällsbyggnadsbolaget i Norden AB (STO: SBB) ("SBB").
The transaction includes:
· TRG Real Estate AS ("TRG"), a company indirectly controlled by Kjell Inge
Røkke, Chair of Aker ASA, has reached an agreement to sell an industrial
property portfolio (the "Industrial Property Portfolio") to PPI at an agreed
equity value of NOK 2.325 billion, in exchange for 124,398,074 new ordinary
shares in PPI, issued at a price of NOK 18.69 per share (the "PPI Shares").
· TRG has agreed to transfer the right to receive 39,808,989 PPI Shares to SBB
I Norden AB ("SBB I Norden"), which is an indirect wholly owned subsidiary of
SBB. In exchange, TRG will receive 164,561,931 class B-shares in SBB,
representing about 9.08 percent of SBB's share capital and 4.44 percent of the
voting rights (the "SBB Shares").
· TRG has agreed to transfer to APG the right to receive both the SBB Shares
and the remaining 84,589,085 PPI Shares that were not transferred to SBB I
Norden at the same valuation as agreed with PPI and SBB.
Following the completion of the transaction, APG will be the second largest
shareholder in PPI with about 24.58 percent of the shares and votes.
Additionally, it will own about 9.08 percent of the share capital and 4.44
percent of the votes in SBB. SBB, through SBB I Norden, will continue as the
majority shareholder in PPI with about 33.4 percent of the shares.
PPI maintains a solid balance sheet and has a clear strategy for continued
consolidation in the Nordic Community market segment. Since its IPO in 2024, PPI
has demonstrated strong operational performance, achieved a BBB Investment Grade
rating, and initiated quarterly dividend payments.
"The transaction with PPI aligns with Aker's strategy to concentrate our
portfolio on fewer, cash-generative investments. PPI is a solid company with a
strong management team, diverse portfolio, and opportunistic growth strategy
focused on value-accretive transactions. Its low-risk profile and predictable
dividend payment strategy further underscores the strong fit with Aker's plans
to increase the real estate exposure over time," says Øyvind Eriksen, President
and CEO of Aker ASA.
PPI's real estate portfolio primarily consists of properties with public tenants
in prime locations across Norway. The company has a long-term strategy to own,
operate, and develop social infrastructure properties in the Nordics. As part of
PPI's acquisition of the Industrial Property Portfolio from TRG, the company is
establishing a new infrastructure segment to focus on high-quality
infrastructure assets that complement its existing portfolio, characterized by
solid tenants, long lease contracts, and stable cash flow.
"This represents a milestone transaction for PPI and enable us to establish a
new business segment within critical industrial infrastructure. The portfolio is
very attractive, it yields 7 percent and is fully let to solid counterparties
with a WAULT of 15 years. We are also very excited to get Aker in as a new
strategic, long-term investor with a stated ambition to support PPI's growth
journey," says André Gaden, CEO of PPI.
Aker will in connection with the transaction nominate Jens Jalland, CEO of Aker
Property Group, to enter the PPI Board of Directors.
Through the transaction, Aker also becomes a significant owner in SBB.
Øyvind Eriksen comments: "Aker fully supports SBB management's strategy to
simplify the corporate structure, deleverage the balance sheet, and grow Net
Asset Value. We are prepared to contribute additional capital and will leverage
our capital markets expertise, industrial heritage, and proven track record to
facilitate SBB's transformation and long-term value creation,"
"We welcome Aker Property Group as long-term major shareholder in SBB. We are
delighted to have the opportunity to continue developing SBB together. We
believe that today's transaction between PPI and Aker Property Group and the
directed issue from SBB to Aker Property Group will increase SBB's earnings and
reduce its debt ratio. This transaction will improve the financial situation of
SBB and all its stakeholders," says Lennart Sten, Chairman of SBB.
Transaction Details
The Industrial Property Portfolio being sold by TGR to PPI includes eight
industrial properties located in the municipalities of Lier, Egersund,
Kristiansand, Sandnessjøen, Molde, Øygarden, and Stord. The properties are
primarily leased to Aker Solutions and HMH. The portfolio will be transferred to
an equity value of NOK 2.325 billion, based on an agreed net property value of
NOK 1.525 billion and an agreed net cash level NOK 800 million for the portfolio
companies. Deviations from the agreed net cash level on closing will be settled
in cash between the parties.
The PPI Shares will be issued at a subscription price of NOK 18.69 per share.
The PPI Shares will be issued in three tranches:
· 30,524,657 of the PPI Shares ("Tranche 1") will be issued by the board of
directors of PPI (the "PPI Board") pursuant to authorizations granted to the PPI
Board by the general meeting April 12, 2024;
· 43,956,920 of the PPI Shares ("Tranche 2") will be issued by the PPI Board
pursuant to authorizations expected to be granted to the PPI Board by the
general meeting May 16, 2025; and
· 49,916,497 of the PPI Shares ("Tranche 3") will be proposed issued at an
extraordinary general meeting of shareholders of PPI (the "EGM") to be held on
or about June 9, 2025.
Tranche 1 and Tranche 2 are expected to be completed on or around May 20, 2025,
while Tranche 3 is expected to be completed on or about June 10, 2025. A
proportionate part of the PPI Shares issued in Tranche 1 and Tranche 2 will be
sold to SBB I Norden. The remaining PPI Shares in Tranche 1 and Tranche 2 and
all PPI Shares in Tranche 3 will be sold to APG.
If the general meeting of PPI to be held on May 16, 2025, does not grant the
authorizations required to issue the PPI Shares in Tranche 2, TRG may terminate
the transaction.
In the event that the EGM of PPI does not approve the issue of the Tranche 3
shares, Tranche 3 shall be settled by PPI making a cash payment to TRG equal to
the higher of a) NOK 933 million and b) the product of i) 49,916,497 and iii)
the arithmetic average of the daily VWAP of the PPI-share over five consecutive
trading days, concluding on the last trading day prior to date of the EGM.
A lock-up until November 12, 2025, has been agreed on the PPI Shares received by
APG in the transaction, provided that the PPI Board may, at its sole discretion,
waive the lock-up at any point in time.
The PPI Shares issued in Tranche 1 will be issued under PPI's regular ISIN
NO0013178616 and will be immediately tradeable on Euronext Oslo Børs upon issue.
The PPI Shares issued in Tranche 2 and Tranche 3 will be issued and delivered
under a separate interim ISIN, pending approval by the Financial Supervisory
Authority of Norway of a listing prospectus for such shares (the "Prospectus").
Following approval of the Prospectus, these PPI Shares will be transferred to
PPI's regular ISIN and become tradeable on Euronext Oslo Børs.
Completion of the transaction is subject to customary closing conditions, in
addition to what is described above. No competition or FDI filings are expected
in connection with the transaction.
SBB has committed to vote in favor of the required authorizations and issuance
of the relevant PPI Shares, and to vote in favor of Aker's nominee to the PPI
Board.
TRG and Aker are considered related parties, and APG is an indirect subsidiary
of Aker. In connection with the transaction between TRG and APG, a statement
pursuant to Section 3-19 of the Norwegian Public Limited Companies Act has been
prepared and will be made available on www.akerasa.com.
Arctic Securities AS has acted as financial advisor to the parties. In addition,
DNB Carnegie has acted as financial advisor to Aker. BAHR and Mannheimer
Swartling are acting as legal advisors for Aker. Thommessen and Roschier are
acting as legal advisors for PPI.
About SBB
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region's leading
property company in social infrastructure. The Company's strategy is to long
term own and manage social infrastructure properties in the Nordics and rent
regulated residential properties in Sweden, and to actively work with property
development. Through SBB's commitment and engagement in community participation
and social responsibility, municipalities and other stakeholders find the
Company an attractive long-term partner. The Company's series B shares (ticker
SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap.
Further information about SBB is available at www.sbbnorden.se.
About Public Property Invest
Public Property Invest is a real estate company with a long-term strategy of
owning, operating and developing social infrastructure properties. The portfolio
comprises socially beneficial properties housing public tenants with strategic
locations across Norway. The company's strategy is focused on profitable growth
through sustainable and efficient operations, tenant satisfaction and ability to
renew and develop existing and new properties.
Media contact:
Atle Kigen, Head of Media Relations and Public Affairs, Aker ASA
Tel: +47 90 78 48 78
Email: atle.kigen@akerasa.com
Investor contacts:
Svein Oskar Stoknes, Chief Financial Officer, Aker ASA
Tel: +47 94 80 46 43
Email: svein.stoknes@akerasa.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Marit Hval,
Communications Advisor, Aker ASA, on May 13, 2025, 07:45 CEST.