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Samhällsbyggnadsbolaget i Norden AB (publ) ("SBB")'s associated company Public Property Invest AS ("PPI") prepares for a possible initial public offering and listing on the Oslo Stock Exchange (the "IPO").
SBB owns 44.8 percent of the shares in PPI. As of June 30, 2023, PPI owned Norwegian properties worth approximately NOK 9 billion. 92 percent of PPI's rental income comes from the Norwegian state or Norwegian municipalities.
To strengthen PPI's platform and deleverage PPI, SBB and PPI are discussing a transfer of parts of SBB's Norwegian property portfolio and SBB's Norwegian organization to PPI in connection with the IPO.
"PPI's properties offer attractive return and low risk in rental income. The contemplated transaction enables access to equity and credit markets and facilitates the desired investment grade risk level. SBB does not intend to decrease its ownership, the ambition is to support PPI in the long-term and thus benefit from the strong fundamentals that this investment offers," says Leiv Synnes, CEO of SBB.
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, Danske Bank A/S, Norwegian Branch and Nordea Bank Abp, filial i Norge have been chosen as advisory banks and Advokatfirmaet Thommessen AS has been engaged as legal advisor in connection with the contemplated IPO.
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region’s leading property company in social infrastructure. The Company’s strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB’s commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. PPI does not intend to register any portion of any offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is 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.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for PPI or any of the advisory banks to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither PPI nor any of the advisory banks have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the advisory banks which constitute the final placement of the securities contemplated in this announcement. Neither PPI nor any of the advisory banks have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for PPI or any of the advisory banks to publish or supplement a prospectus for such offer.
The advisory banks and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating PPI or associated companies. The advisory banks are acting exclusively for SBB and PPI and no-one else in connection with the IPO and will not regard any other person as their client in relation to the IPO and will not be responsible to anyone else for providing the protections afforded to their clients.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of the 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 a prospectus is published. Copies of any such prospectus will, following publication, be available from PPI's registered office and, subject to certain exceptions, on the website of PPI.
Forward looking statements
This announcement includes forward-looking statements which include statements regarding PPI's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, PPI does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
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.