NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
Oslo, 29 April 2024: Reference is made to the stock exchange announcement made
by Public Property Invest ASA ("PPI" or the "Company", ticker code "PUBLI") on
25 April 2024, whereby the Company announced the successful completion of the
bookbuilding period for its initial public offering of shares (the "Offering"
or the "IPO") and to the stock exchange announcement earlier today, 29 April
2024, regarding the commencement of trading in the Company' shares on the Oslo
Stock Exchange, today.
DNB Markets, a part of DNB Bank ASA (the "Stabilisation Manager") may, on
behalf of the Managers (as defined below), engage in stabilisation activities
in the Company's listed shares (the "Shares") from today to and including 28
May 2024 (the "Stabilisation Period"). Any stabilisation activities are aimed
to support the market price of the Shares.
In connection with the Offering, the Managers have over-allotted 15,750,000
Shares to applicants in the Offering (the "Additional Shares"), which equals
15% of the Shares issued and sold in the Offering (excluding the Additional
Shares). In order to permit the delivery in respect of over-allotments made,
the Stabilisation Manager, on behalf of the Managers, has borrowed a number of
existing Shares equal to the number of Additional Shares from SBB Samfunnsbygg
AS, which will be redelivered to SBB Samfunnsbygg AS after expiry of the
Stabilisation Period (unless the relevant date falls within a closed period
pursuant to the EU Market Abuse Regulation, in which case the share loan shall
be settled as soon as possible after the expiry of such closed period).
The Company has further granted the Stabilisation Manager, on behalf of the
Managers, an option to require the Company to issue up to 15,750,000 Shares at
a price per share equal to the offer price in the Offering at NOK 14.50 (the
"Offer Price") to cover short positions made or created in connection with the
Offering as a result of over-allotments (the "Greenshoe Option"). The
Greenshoe Option may be exercisable at any time, in whole or in part, by the
Stabilisation Manager, on behalf of the Managers, during the Stabilisation
Period.
The Stabilisation Manager may effect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise
prevail, through buying Shares in the open market at prices equal to or lower
than the Offer Price. There is no obligation on the Stabilisation Manager to
conduct stabilisation activities and there is no assurance that stabilisation
activities will be undertaken. Such stabilising activities, if commenced, may
be discontinued at any time, and will be brought to an end at the latest at
the end of the Stabilisation Period.
If stabilisation activities are undertaken, the Company will publish
information on the activities no later than seven trading days following such
transaction(s). Further, within one week after the expiry of the Stabilisation
Period, the Company will publish information as to whether or not
stabilisation activities were undertaken. If stabilisation activities were
undertaken, the statement will also include information about: (i) the total
amount of Shares sold and purchased; (ii) the dates on which the Stabilisation
Period began and ended; (iii) the price range between which stabilisation was
carried out for each of the dates during which stabilisation were carried out;
and (iv) the date at which stabilisation activities last occurred.
Any stabilisation activities will be conducted based on the principles set out
in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No
596/2014) and Chapter III of the supplemental rules set out in the Commission
Delegated Regulation (EU) 2016/1052 with regard to regulatory technical
standards for the conditions applicable to buy-back programmes and
stabilisation measures.
Advisors
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, Danske Bank A/S,
Norwegian branch and Nordea Bank Abp, filial I Norge (together, the
"Managers") are acting as joint global coordinators in the IPO.
Advokatfirmaet Thommessen AS is acting as legal advisor to PPI and Wikborg
Rein Advokatfirma AS is acting as legal advisor to the Managers.
For further queries, please contact:
Ilija Batljan, interim CEO, ilija@publicproperty.no
Ylva Göransson, CFO, ylva@publicproperty.no
About PPI
Public Property Invest is a real estate company with the objective to own,
manage and develop public 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.
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company
in the United States or any other jurisdiction. The securities of the Company
may not be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"). The securities of the Company have not been, and
will not be, registered under the U.S. Securities Act. Any sale in the United
States of the securities mentioned in this communication will be made solely
to "qualified institutional buyers" as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made in the
United States.
Any offering of the securities referred to in this announcement will be made
by means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of the EU Prospectus Regulation.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the
aforementioned Prospectus, if the Prospectus or another prospectus is
published. Copies of any such prospectus will, following publication, be
available from the Company's registered office and, subject to certain
exceptions, on the website of the Company. The expression "EU Prospectus
Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (together with any applicable implementing
measures in any Member State).
In any EEA Member State, other than Norway and Sweden, this communication is
only addressed to and is only directed at qualified investors in that Member
State within the meaning of the EU Prospectus Regulation, i.e., only to
investors who can receive any offering of the securities referred to in this
communication without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred
to as "Relevant Persons"). These materials are directed only at Relevant
Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons. Persons distributing this communication must satisfy
themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its
control. Such risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the expectations expressed
or implied in this release by such forward-looking statements. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
The IPO may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the IPO will proceed and that the
Listing will occur.
This announcement is made by, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else in connection
with the IPO and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, or for advice
in relation to the contents of this announcement or any of the matters
referred to herein.
Neither the Managers nor any of their respective affiliates or any of their
respective directors, officers, employees, advisers, or agents accept any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the accuracy, completeness or fairness of
the information and opinions in this announcement (or whether any information
has been omitted from this announcement) or any other information relating to
the Company or associated companies.
This announcement is for information purposes only and is not to be relied
upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
Neither the Managers nor any of their respective affiliates accepts any
liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
The distribution of this announcement and other information may be restricted
by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.