Samhällsbyggnadsbolaget i Norden AB’s (publ) (”SBB”) Board of Directors has decided to evaluate the feasibility of forming a new stand-alone company focused on residential properties (the ”Residentials portfolio”) that would then be distributed to shareholders in SBB, in accordance with Lex Asea. The transaction would streamline SBB’s business giving an even clearer focus on social infrastructure properties. The Board of Directors believes that sharper focus and specialization will enable increased shareholder value.
SBB will continue to build on its vision of building the best European social infrastructure property company in areas such as education, schools, elderly care units, and LSS housing. In addition to social infrastructure properties, SBB has over the years also built up a portfolio of residential properties and a smaller share of project development properties.
SBB’s Board of Directors and management have analysed possible strategic options for the development of SBB and, in the light of this, decided to evaluate the possibility of splitting SBB into two separate companies, where SBB retains social infrastructure properties and the Residentials portfolio focusses on residential properties. The Board of Directors considers that the division of SBB into two specialized companies creates the greatest potential for the various parts of the businesses, contributes to efficiency and momentum in the organisations, and creates greater financial flexibility.
The Residentials portfolio consists mainly of properties obtained by SBB through the acquisition of Amasten Fastighets AB. The Residentials portfolio will represent approximately 10 percent of SBB’s balance sheet before the distribution and will hold properties totalling a market value of more than SEK 18 billion, including projects under production. SBB will continue to own a limited number of residential properties even after the completion of the transaction. As a result of this transaction, the Residentials portfolio would become one of the largest solely residential property companies in Sweden.
Ilija Batljan, CEO and Founder of SBB: ”A streamlining of SBB should be seen in the light of partially new market conditions where SBB’s assessment is that increased focus and specialization will be success factors. We have recently continued to divest properties in order to strengthen our balance sheet and concentrate on social infrastructure properties. Streamlining will create the conditions for even more attractive financing solutions for both companies, including an increased opportunity for bank financing for SBB, enabling us to better leverage the potential of the different property portfolios and thereby create the greatest possible value for the shareholders.”
If the conditions for a split of SBB into two companies are met, shares in the Residentials portfolio are intended to be distributed to SBB’s shareholders of A- and B-shares by resolution of an extraordinary general meeting. Shares in the Residentials portfolio are intended to be listed on the Nasdaq First North Growth Market. The Residentials portfolio will be financed exclusively through bank financing.
The Board of Directors of SBB intends to implement the dividend in the fourth quarter of 2022 and summon an extraordinary general meeting when the exact timing of the dividend has been determined. More information will be provided in the information brochure to be published ahead of the EGM. The information brochure will also include, inter alia, a description of the structure of the Residentials portfolio, the transaction and financial impact. The intention is to list the Residential Property Company’s shares in the first quarter of 2023.
In preparation for the decision to evaluate the possibility for spinning off the Residentials portfolio, the Swedish Securities Council has, at the request of SBB, stated that it is consistent with good practice on the stock market that a certain delay between the dividend and the listing of the Residentials portfolio occurs considering that the Residentials portfolio is a minor part of SBB and that a listing process has been initiated as well as that the Residentials portfolio will be listed as soon as possible. The Swedish Securities Council’s statement is available in full on the Swedish Securities Council’s website www.aktiemarknadsnamnden.se.
SBB has engaged Danske Bank, SEB, and Swedbank as financial advisors and the law firm Vinge as legal advisor.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, [email protected]
This information is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 27 October 2022, at 07:00 CEST.