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.
Oslo, 16 December 2025: Public Property Invest ASA ("PPI" or the "Company")
today announces that it has completed the acquisition of the NOK 37bn social
infrastructure real estate portfolio from Samhällsbyggnadsbolaget i Norden AB
(publ) ("SBB"), announced on 11 November 2025 (the "Transaction").
By completing the Transaction, PPI triples its portfolio size to NOK 53bn
across 841 properties, creating the largest listed social infrastructure real
estate company in Europe.
The consideration to SBB in the Transaction consisted partly of cash and
partly of 446,858,803 new shares in the Company (the "Consideration Shares"),
comprising of 77,541,478 ordinary shares (A shares) and 369,317,325 non-voting
and non-listed shares (B shares).
The private placement of 153,646,693 new ordinary shares (A-shares) in the
Company (the "Offer Shares") carried out in connection with the Transaction
(the "Private Placement") is expected to be completed on or about 17 December
2025 when full payment for the allocated Offer Shares has been received, and
registration with the Norwegian Register of Business Enterprises (the "NRBE")
of the share capital increase pertaining to the Offer Shares has occurred.
Settlement instructions are expected to be distributed by the Managers (as
defined below) on or about 16 December 2025.
DVP settlement of the Private Placement is expected to occur on or about 18
December 2025, and will be facilitated through the delivery of 68,836,563
Offer Shares, equal to the number of new shares that may be listed on Euronext
Oslo Børs without a listing prospectus, resolved issued by an extraordinary
general meeting of the Company on 9 December 2025 and prefunded by the
Managers pursuant to a pre-funding agreement entered into between the Managers
and the Company, and the remaining 27,991,501 Offer Shares (excluding the
shares allocated to APG Invest AS in the Private Placement) will 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 i Norden AB, the Managers and the Company (the
"Share Lending Agreement").
The 68,836,563 above-mentioned Offer Shares that have been allocated to other
investors in the Private Placement than APG Invest AS, and that may be listed
on Euronext Oslo Børs without a listing prospectus, is expected to be listed
and commence trading on Euronext Oslo Børs on or about 17 December 2025, upon
the share capital increase being registered in the NRBE.
The 27,991,501 ordinary shares (A-shares) to settle the share loan under the
Share Lending Agreement, the 56,818,629 ordinary shares (A-shares) allocated
to APG Invest AS in the Private Placement and the 77,541,478 ordinary shares
(A shares) issued to SBB will be issued under a separate ISIN and will only be
admitted to trading on Euronext Oslo Børs after a prospectus (the
"Prospectus") has been approved by the Financial Supervisory Authority of
Norway and published. Accordingly, following the listing of the 68,836,563
above-mentioned Offer Shares, 413,019,381 of the Company's ordinary shares (A
shares) will be listed, and the remaining 162,351,608 ordinary shares (A
shares) in issue will be unlisted until approval and publication of the
Prospectus.
Following registration of the share capital increases pertaining to the
Consideration Shares and the Offer Shares with the NRBE, the Company's share
capital will be NOK 47,234,415.70 divided into 575,370,989 ordinary shares (A
shares) and 369,317,325 non-voting and non-listed shares (B shares), in total
944,688,314 shares, each with a nominal value of NOK 0.05. The A shares will
represent NOK 28,768,549.45 and the B shares will represent NOK 18,465,866.25
of the total share capital.
Subsequent offering
The board of directors of the Company will continue to assess whether a
subsequent offering up to 15,217,391 new ordinary shares shall be carried out.
In a subsequent offering, Eligible Shareholders (as defined below) will be
granted non-tradable subscription rights. Subscription without subscription
rights will not be permitted.
A subsequent offering will 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 subscription period in the 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 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
Transaction and the Private Placement.
For further information, please contact: André Gaden, CEO,
andre@publicproperty.no or Ilija Batljan, CIO, ilija@publicproperty.no
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.