NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
Reference is made to the stock exchange announcement made by Public Property
Invest ASA ("PPI" or the "Company") on 11 November 2025 regarding the launch
of a private placement to raise gross proceeds of up to approximately NOK
3,534 million (the "Private Placement"), in connection with the acquisition of
a social infrastructure portfolio from Samhällsbyggnadsbolaget i Norden AB
("SBB"), (the "SocialCo Transaction").
The Company is pleased to announce that the Private Placement has been
successfully placed, raising gross proceeds of approximately NOK 3,534 million
through the allocation of 153,646,693 new ordinary shares in the Company (the
"Offer Shares") at a subscription price of NOK 23 per share (the "Subscription
Price").
The following primary insiders and senior employees were conditionally
allocated Offer Shares in the Private Placement:
* Sven-Olof Johansson, board member, has been allocated 1,000,000 Offer Shares
for a subscription amount of NOK 23 million through Compactor Fastigheter
AB.
* André Gaden, CEO, has been allocated 8,695 Offer Shares for at total
subscription amount of approximately NOK 200,000.
* Ylva Görranson, CFO, has been allocated 43,478 Offer Shares for a total
subscription amount of approximately NOK 1 million.
* Tone Omsted, EVP IR and Corporate Finance, has been allocated 43,478 Offer
Shares for a total subscription amount of approximately NOK 1 million
through Vilhen AS.
* Cathrine Nordal Hansli, Head of Transactions, has been allocated 43,478
Offer Shares for a total subscription amount of approximately NOK 1 million.
* APG Invest AS, a wholly owned subsidiary of Aker ASA and a legal person
closely associated with board member of the Company, Jens-Fredrik Jalland,
has been allocated 56,818,629 Offer Shares in the Private Placement for at
total subscription amount of NOK 1,306,828,467.
Please see the attached form of notification and public disclosure for further
information.
The net proceeds from the Private Placement will be used for part financing of
the SocialCo Transaction and for general corporate purposes.
Notification of conditional allocation in the Private Placement is expected to
be distributed by the Managers on 12 November 2025.
Settlement and conditions
DVP settlement of the Private Placement is expected to be settled with
68,836,563 Offer Shares, equal to the number of new shares that may be listed
on the Euronext Oslo Børs without a listing prospectus, to be resolved issued
by the EGM and prefunded by the Managers pursuant to a pre-funding agreement
entered into between the Managers and the Company (the "Pre-funding
Agreement"), and the remaining Offer Shares (excluding the shares allocated to
APG Invest AS in the Private Placement) is expected to be settled with
existing and unencumbered shares in the Company that are already listed on
Euronext Oslo Børs, pursuant to a share lending agreement entered into between
APG Invest AS, SBB, the Managers and the Company (the "Share Lending
Agreement"), as soon as the Conditions (as defined below) are fulfilled.
Completion of the Private Placement is subject to (i) an extraordinary general
meeting of the Company (the "EGM") resolving to (a) issue the Offer Shares,
(b) authorize the Company's board of directors (the "Board") to carry out the
Subsequent Offering (as defined below), and (c) approve the SocialCo
Transaction by issuing the consideration shares to SBB in the SocialCo
Transaction (the "Consideration Shares") (limbs (a) - (c) together; the "EGM
Resolutions"), (ii) the completion of the SocialCo Transaction, (iii) the
allocated Offer Shares having been fully paid, (iv) the share capital increase
pertaining to the issuance of the Offer Shares being registered with the NRBE;
and (vi) the Share Lending Agreement and Pre-funding Agreement remaining
unmodified and in full force and effect pursuant to its terms and conditions
(jointly the "Conditions").
The completion of the SocialCo Transaction is anticipated in December 2025.
Completion of the SocialCo Transaction is subject to the satisfaction or
waiver of certain closing conditions, including necessary regulatory approvals
and approvals by PPI's and SBB's general meetings.
By participating in the Private Placement, investors who hold shares in the
Company as of the record date for the EGM to be called to adopt the EGM
Resolutions irrevocably and unconditionally undertake to attend and vote (or
pre-vote) on behalf of all its shares in the Company in favor of, or give a
voting proxy to be used in favor of, the EGM Resolutions. The EGM is expected
to be held in December 2025.
Equal treatment
The Private Placement entails a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Public Limited Liability Companies Act and the Norwegian Securities Trading
Act, and is of the opinion that it is in compliance with these requirements.
The issuance of the Offer Shares is carried out as a private placement in
order for the Company to be able to complete the SocialCo Transaction. To
facilitate a successful capital raise, and to ensure that the Company obtained
the necessary financing for the Transaction, the Board, in consultation with
the Managers of the Private Placement, deemed it necessary that one or more
major investors committed a substantial amount. APG Invest AS was willing to
commit such amount, and was also willing to acquire Consideration Shares from
SBB through a separate agreement so that the split between cash consideration
and Consideration Shares corresponded to a level that SBB could accept for
selling the social infrastructure portfolio to the Company on the negotiated
terms.
The Board has further taken into consideration that the Company had the
opportunity to raise significant funds quickly, while structuring the
fundraising as a rights issue directed at all shareholders would have entailed
significant costs and taken several months to complete. Furthermore, the Board
took into account that the Subscription Price equals the price for the
Consideration Shares to be issued to SBB, which has been agreed following
negotiations between the Company and SBB, and that this price is above both
the closing price for the Company's shares on Euronext Oslo Børs on 11
November 2025 and the market price for the Company's shares on Euronext Oslo
Børs in the period leading up to the announcement of the SocialCo Transaction,
and therefore does not imply any discount.
On the basis of the above, and an assessment of the current equity markets as
advised by the Managers, deal execution risk, and available alternatives, the
Board is of the opinion that the waiver of the preferential rights inherent in
the Private Placement is in the common interest of the Company and its
shareholders.
Potential Subsequent Offering
The Board will propose that the EGM resolves to provide the Board with an
authorization to conduct a subsequent offering of new shares in the Company to
be carried out at a subscription price per share equal to the Subscription
Price in the Private Placement (the "Subsequent Offering"). The Subsequent
Offering will consist of up to 15,217,391 new ordinary shares, corresponding
to gross proceeds of up to approximately NOK 350 million. The Subsequent
Offering would be subject to among other things (i) completion of the Private
Placement, (ii) relevant corporate resolutions, including approval by the
Board and the EGM, and (iii) approval of a prospectus to be approved by the
Norwegian Financial Supervisory Authority. A Subsequent Offering would be
directed towards existing shareholders in the Company as of 11 November 2025,
as registered in the Company's register of shareholders with Euronext
Securities Oslo, the central securities depositary in Norway (Nw.
Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) were not
included in the pre-sounding phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement and (iii) are not resident in
a jurisdiction where such offering would be unlawful or would (in
jurisdictions other than Norway) require any prospectus, filing, registration
or similar action (the "Eligible Shareholders"). The Eligible Shareholders are
expected to be granted non-tradable subscription rights. If carried out, the
subscription period in a Subsequent Offering is expected to commence shortly
after approval and publication of the Prospectus, expected in Q1 2026, and the
subscription price in the Subsequent Offering will be the same as the
Subscription Price in the Private Placement. The Company will issue a separate
stock exchange notice with the key information relating to the Subsequent
Offering. The Company reserves the right in its sole discretion to not conduct
or to cancel the Subsequent Offering and will, if and when finally resolved,
issue a separate stock exchange notice with further details on the Subsequent
Offering.
Advisors
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as
Joint Bookrunners in the Private Placement (the "Managers"). Advokatfirmaet
Thommessen AS is acting as legal counsel to the Company in connection with the
Private Placement.
For further information, please contact: André Gaden, CEO,
andre@publicproperty.no or Ilija Batljan, CIO, ilija@publicproperty.no
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This information was
submitted by Tone Omsted, EVP IR and Corporate Finance on the time and date
provided.
Important information
This announcement is not and does not form a part of any offer of securities
for sale, or a solicitation of an offer to purchase, any securities of the
Company in the United States or any other jurisdiction. Copies of this
announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the Private
Placement in the United States or to conduct a public offering of securities
in the United States. Any sale in the United States of the securities
mentioned herein will be made solely to "qualified institutional buyers"
(QIBs) as defined in Rule 144A under the Securities Act, pursuant to an
exemption from the registration requirements under the Securities Act, as well
as to major U.S. institutional investors pursuant to an exemption under SEC
Rule 15a-6 to the United States Exchange Act of 1934, as amended.
In any EEA member state, 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 securities referred to in this announcement without an approved prospectus
in such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in
any EEA member state).
In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who are (i) 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) person 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 communication 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 concerning future events, including possible issuance of equity
securities of the Company. Forward-looking statements are statements that are
not historical facts and may be identified by words such as "believe",
"expect", "anticipate", "strategy", "intends", "estimate", "will", "may",
"continue", "should" and similar expressions. The forward-looking statements
in this communication 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. Actual events may differ significantly from any
anticipated development due to a number of factors, including, but not limited
to, changes in investment levels and need for the group's services, changes in
the general economic, political, and market conditions in the markets in which
the group operate, and changes in laws and regulations. Such risks,
uncertainties, contingencies, and other important factors include the
possibility that the Company will determine not to, or be unable to, issue any
equity securities, and could cause actual events to differ materially from the
expectations expressed or implied in this communication by such
forward-looking statements. The Company does not make any guarantees that the
assumptions underlying the forward-looking statements in this communication
are free from errors.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. 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 communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.
The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and will not be responsible to anyone
other than the Company for providing the protections afforded to its 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 make any
representation as to the accuracy or completeness of this announcement and
none of them accepts any liability arising from the use of this announcement
or responsibility for the contents of this announcement or any matters
referred to herein.
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.
Certain figures contained in this announcement have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change
of the numbers contained in this announcement may not conform exactly with the
total figure given.
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. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. Specifically, neither this announcement nor the
information contained herein is for publication, distribution or release, in
whole or in part, directly or indirectly, in or into or from the United States
(including its territories and possessions, any state of the United States and
the District of Columbia), Australia, Canada, Hong Kong, Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws
of such jurisdiction.