Public Property Group ASA (“PPI”) has today signed an agreement to acquire a portfolio of eight mission critical industrial infrastructure assets from TRG Real Estate AS (“TRG”), a company indirectly controlled by Kjell Inge Røkke, Chair of Aker ASA. The portfolio will be acquired for an equity value of NOK 2.325 billion, based on an agreed net property value of approximately NOK 1.525 billion and an agreed net cash level of approximately NOK 800 million for the portfolio companies in exchange for 124,398,074 new ordinary shares in PPI, issued at a price of NOK 18.69 per share (the “PPI Shares”).

TRG has agreed to transfer the right to receive approximately 39.8 million PPI Shares to SBB I Norden AB ("SBB I Norden"), which is an indirect wholly-owned subsidiary of Samhällsbyggnadsbolaget i Norden AB (“SBB”) in exchange for shares in SBB, which will be proportionally divided in Tranche 1 and Trance 2 (as defined below). TRG has further agreed to transfer to Aker Property Group (“APG”), a wholly owned subsidiary of Aker ASA (“Aker”) the right to receive the remaining approximately 84.6 million PPI Shares that were not transferred to SBB I Norden.

Following the completion of the transaction, APG will own approximately 24.6 percent of the shares and votes in PPI, making it the second largest shareholder in PPI. SBB will, through SBB I Norden AB own approximately 33.5 percent of the shares and votes in PPI.

“This represents a milestone transaction for PPI and enable us to establish a new business segment within critical industrial infrastructure. The portfolio is very attractive, it yields 7 per cent and is fully let to solid counterparties with a WAULT of 15 years. We are also very excited to get Aker in as a new strategic, long-term investor with a stated ambition to support PPI’s growth journey” says André Gaden, CEO of PPI

“The transaction with PPI aligns with Aker’s strategy to concentrate our portfolio on fewer, cash-generative investments. PPI is a solid company with a strong management team, diverse portfolio, and opportunistic growth strategy focused on value-accretive transactions. Its low-risk profile and predictable dividend payment strategy further underscores the strong fit with Aker’s plans to increase the real estate exposure over time,” says Øyvind Eriksen, President and CEO of Aker ASA.
 
The property portfolio
As a result of this transaction, PPI will establish a new infrastructure segment to focus on high-quality infrastructure assets with long leases and strong counterparts. The portfolio contains eight critical infrastructure assets, all strategically located in Norwegian energy and maritime clusters. The main tenants are Aker Solutions and HMH and the properties are 100 per cent let with a WAULT of 15 years. All lease contracts are triple-net and the total rental income is NOK 106.5 million (117.7 million on completion of two planned small development projects).

Transaction details
The PPI Shares will be issued in three tranches:

• 30,524,657 of the PPI Shares (“Tranche 1”) will be issued by the board of directors of PPI (the “PPI Board”) pursuant to authorizations granted to the PPI Board by the general meeting April 12, 2024;
• 43,956,920 of the PPI Shares (“Tranche 2”) will be issued by the PPI Board pursuant to authorizations expected to be granted to the PPI Board by the general meeting May 16. 2025; and
• 49,916,497 of the PPI Shares (“Tranche 3”) will be proposed issued at an extraordinary general meeting of shareholders of PPI (the “EGM”) to be called for on or about 19 May 2025. In case the PPI board is not granted authorization to issue the Tranche 2 Shares, these will be included in the proposal for the EGM together with the Tranche 3 shares.

All of the PPI Shares in Tranche 1 will be issued under PPI’s regular ISIN NO0013178616 and will be immediately tradeable on Euronext Oslo Børs upon issue. The PPI Shares issued in Trance 2 and 3 will be issued under a separate interim ISIN, pending approval by the Financial Supervisory Authority of Norway of a listing prospectus for such shares (the “Prospectus”). Following approval of the Prospectus, these PPI Shares will be transferred to PPI’s regular ISIN and become tradeable on Euronext Oslo Børs.

Tranche 1 of the transaction is expected to be completed on or about 20 May 2025 and Tranche 2 is expected to be completed shortly thereafter. Tranche 3 is expected to be completed following the EGM on or about 10 June 2025. 

Completion of the transaction is subject to customary closing conditions, in addition to what is described above. No competition filings or FDI filings are expected in connection with the transaction.

If the general meeting of PPI to be held on May 16, 2025, does not grant the authorizations required to issue the PPI Shares in Tranche 2, TRG may terminate the transaction in full by notice to PPI within May 18, 2025, following which neither party shall have any further claims against the other party.

In the event that the extraordinary general meeting of PPI does not approve the issue of the Tranche 3 shares, the Tranche 3 shall be settled by PPI making a cash payment to TRG equal to the higher of a) NOK 933 million and b) the product of i) 49,917,497 and iii) the arithmetic average of the daily VWAP of the PPI-share over five consecutive trading days, concluding on the last trading day prior to date of the extraordinary general meeting.

SBB has committed to vote in favor of the required authorizations and issuance of the relevant PPI Shares at the Annual General Meeting of PPI on May 16, 2025, and at the EGM. A lock-up until November 12, 2025, has been agreed on the PPI Shares received by APG in the transaction, provided that the PPI Board may, at its sole discretion, waive the lock-up at any point in time.

Arctic Securities AS has acted as financial advisor to the parties. In addition, DNB Carnegie has acted as financial advisor to Aker. BAHR and Mannheimer Swartling are acting as legal advisors for Aker. Advokatfirmaet Thommessen AS and Roschier are acting as legal advisors for PPI.

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 the Norwegian Securities Trading Act. This stock exchange announcement was published by Tone Omsted, EVP IR and Corporate Finance at Public Property Invest ASA, on 13 May 2025 at 07:45 CEST.