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") where the Company announced the
acquisition of the SocialCo portfolio (the "SocialCo Transaction") from
Sämhallbyggnadsbolaget i Norden AB (publ) ("SBB"), to be settled by PPI partly
in cash and partly by issue of ordinary (class A) and non-voting (class B)
shares (which on certain conditions will be exchangeable into ordinary class
A-shares) to SBB.
PPI hereby announces a contemplated private placement of up to 153,646,693 new
ordinary (class A) shares in the Company (the "Offer Shares") to raise gross
proceeds of up to approximately NOK 3,534 million (the "Private Placement").
The price per Offer Share in the Private Placement is set at NOK 23.00 per
share (the "Offer Price"). The Offer Price is equal to the price at which
consideration shares are issued to SBB in the SocialCo Transaction.
The net proceeds from the Private Placement will be used for part financing of
the SocialCo Transaction and for general corporate purposes.
The remaining cash consideration payable by PPI in the SocialCo Transaction
will be financed partly with cash on PPI's balance sheet and a new two-year
unsecured investment grade bridge loan facility totaling NOK 13.5 billion.
APG Invest AS ("APG Invest"), an indirect wholly-owned subsidiary of Aker ASA,
has pre-committed to subscribe for and will be allocated 56,818,629 Offer
Shares at the Offer Price in the Private Placement corresponding to
approximately NOK 1,307 million. In addition, SBB and APG Invest have agreed
that SBB shall (i) sell 178,432,867 of the Consideration Shares, all being
non-voting B shares, to APG Invest at a price per share equal to the
Subscription Price, corresponding to approximately NOK 4.1bn, and (ii)
exchange 3,920,333 non-voting B-shares of PPI with the same number of ordinary
shares of PPI (A shares) from APG Invest.
Customary lock-up agreement has been entered into with SBB for 180 days from
closing of the SocialCo Transaction.
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.
Following completion of the SocialCo Transaction and the Private Placement,
but before completion of a Subsequent Offering as described below, SBB will
hold 34.22% of the voting rights and 40.63% of the share capital in the
Company and APG Invest will hold 23.90% of the voting rights and 33.86% of the
share capital of the Company.
The Company has previously disclosed that it is contemplating a dual listing
on Nasdaq Stockholm. Following the completion of the SocialCo Transaction, the
Company intends to reincorporate as a Swedish public limited company and apply
for a primary listing on Nasdaq Stockholm, and, a secondary listing on
Euronext Oslo Børs. In accordance with normal practice, such reincorporation
is expected to subject to necessary corporate resolutions being made, be
effected by a cross-border merger with a Swedish subsidiary following which
each share in the Company will be exchanged for a share in the Swedish
subsidiary, which will then become the parent of the PPI group. The listings
will be close to continuous, with only a few non-trading days around the time
of completion of the reincorporation, which time will be advised in detail
well in advance of completion. It is expected that SBB and APG Invest will
convert their class B-shares into class A-shares in connection with the
primary listing on Nasdaq Stockholm.
The application period for the Private Placement will commence on 11 November
2025 at 17:30 CET and end on 12 November 2025 at 08:00 CET. The Company may,
however, at its sole discretion and in consultation with the Managers (as
defined below) extend or shorten the application period at any time and for
any reason and on short or without notice. If the application period is
extended or shortened, the other dates referred to herein might be changed
accordingly.
The Private Placement is directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and offering prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to
the NOK equivalent of EUR 100,000. The Board of Directors of the Company (the
"Board") may however, at its sole discretion, allocate Offer Shares for
amounts below the NOK equivalent of EUR 100,000 to the extent exemptions from
the prospectus requirement in accordance with applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available. Further selling restrictions and transaction terms will apply.
Conditional allocation of Offer Shares (see below) will be made at the sole
discretion of the Board after input from the Managers. Allocation will be
based on criteria such as (but not limited to) pre-commitments, perceived
investor quality, existing ownership in the Company, timeliness of the
application, early indication, relative order size, sector knowledge,
investment history and investment horizon. There is no guarantee that any
potential investor will be allocated Offer Shares, except for the
pre-committing investor.
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
to be entered into between the Managers and the Company (the "Pre-funding
Agreement"), and the remaining Offer Shares (excluding the shares allocated to
APG Invest 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 to be entered into between
APG Invest, 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) the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares,
(ii) an extraordinary general meeting of the Company (the "EGM") resolving to
(a) issue the Offer Shares, (b) authorize the board of directors to carry out
the Subsequent Offering (as defined below), and (c) approve the SocialCo
Transaction by issuing the Consideration Shares to SBB (limbs (a) - (c)
together; the "EGM Resolutions"), (ii) the completion of the SocialCo
Transaction, (iv) the allocated Offer Shares having been fully paid, (v) 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.
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 favour of, the EGM Resolutions. The EGM is expected
to be held in December 2025.
Equal treatment considerations
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 was willing to commit
such amount, and was also willing to acquire Consideration Shares from SBB
through the separate agreement so that the split between cash consideration
and Consideration Shares corresponded to a level that SBB could accept for
selling the SocialCo 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. 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.
To mitigate the dilutive effects for the existing shareholders of not
participating in the Private Placement, the Company will, subject to
completion of the Private Placement, and certain other conditions, resolve to
carry out a subsequent repair offering (the "Subsequent Offering") of new
shares at the Offer Price in the Private Placement raising up to NOK 350
million which, subject to applicable securities law, will be directed towards
existing shareholders in the Company as of 11 November 2025 (as registered in
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 (ii) 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.
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, 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.