Bifogade filer
Prenumeration
Beskrivning
Land | Norge |
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Lista | OB Match |
Sektor | Fastigheter |
Industri | Förvaltning |
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Oslo, 25 April 2024: Public Property Invest ASA ("PPI" or the "Company") announces the successful completion of its initial public offering of shares (the "Offering").
The Offering, including the over-allotment option, was significantly oversubscribed and attracted strong interest from institutional investors locally and internationally, as well as from the general public in Norway and Sweden. The Company's shares will start trading on the Oslo Stock Exchange on 29 April 2024 (the "Listing", and together with the Offering, the "IPO").
"We want to express gratitude to investors that support our vision despite challenging macro environment. The IPO together with the raised capital will give opportunity for PPI to position itself as a leading consolidator in the Norwegian real estate market with low leverage, high growth ambitions and an attractive dividend policy. We look forward to delivering value to our shareholders", comments Ilija Batljan, interim CEO from the Listing.
"We have an opportunistic growth strategy and my trust in growth in the four largest Norwegian cities is rock solid, comments Martin Mæland, chairperson of the board of directors from the Listing.
In summary:
• The shares in the Offering have been priced at NOK 14.50 per share (the "Offer Price"), implying a market capitalization of the Company of approximately NOK 3,025 million following the issuance of the New Shares (as defined below).
• PPI will issue 105,000,000 new shares in connection with the Offering (the "New Shares") (excluding any shares issued pursuant to the greenshoe option, as further described below), raising gross proceeds of NOK 1,522,500,000 to the Company.
• The Managers (as defined below) have over-allotted 15,750,000 shares, representing approximately 15% of the number of New Shares, and exercised their option to borrow an equal number of shares from SBB Samfunnsbygg AS pursuant to a share lending arrangement with SBB Samfunnsbygg AS for the purpose of facilitating delivery of over-allotted shares. Please see the attached form of notification and public disclosure by close associate of primary insider. The form and information therein is subject to the disclosure requirements in article 19 of Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
• A total of 120,750,000 shares (including over-allotted shares) were allotted in the Offering, implying a total deal size of NOK 1,750,875,000, of which ~91% of the shares were allotted to investors in the institutional offering, and ~9% of the shares were allotted to investors in the retail offering and in the existing shareholders offering. ~28.1% of the shares were allotted to existing shareholders in the Company.
• The Company's shares will start trading on the Oslo Stock Exchange on 29 April 2024.
Notifications of allocated shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 26 April 2024. Investors in the retail offering and the existing shareholders offering, having access to investor services through their Euronext Securities (VPS) manager will be able to see how many shares they have been allocated from on or about 26 April 2024. The Managers may also be contacted for information regarding allocations.
As further described in the prospectus for the IPO dated 16 April 2024 (the "Prospectus"), the Company has granted DNB Markets, a part of DNB Bank ASA (the "Stabilisation Manager"), on behalf of the Managers, a greenshoe option, exercisable by the Stabilisation Manager within 30 days from the first day of trading of the Company's shares on the Oslo Stock Exchange, to cover any short position resulting from the over-allotment of shares in the Offering. Separate disclosures will be issued regarding the over-allotment and stabilisation activities during the 30-day stabilisation period.
In conjunction with completion of the Offering, the Company has also completed the previously announced transaction to acquire 13 properties and a section from SBB Samfunnsbygg AS (being a close associate of Ilija Batljan, board member of PPI, to resign from listing and become interim CEO) (the "SBB Transaction"), and settled an additional consideration pertaining to the property in Kunnskapsveien 55, Kjeller, Norway with SBB Samfunnsbygg AS. Reference is made to inter alia section 8.6 and 11.9.6 of the Prospectus for a further description of the two transactions, and the settlement in shares. SBB Samfunnsbygg AS has further been allocated 11,724,137 shares in the Offering.
Following completion of the IPO and as of the first day of trading of the Company's shares on the Oslo Stock Exchange, SBB Samfunnsbygg AS will own approximately 33.7% of the shares in the Company if the green shoe option is utilized in full and approximately 36.3% of the shares in the Company, if the green shoe option is not utilized. Additionally, Maso Holding AS (being a close associate of current board member, to resign from Listing, Arnt Rolf Hillestad) and Gatekeeper AS (being a close associate of board member Silje Cathrine Hauland) have been allocated 35,000 and 20,689 shares in the Offering, respectively. Please see the attached forms of notification and public disclosure by close associates of primary insiders. The forms and information therein are subject to the disclosure requirements in article 19 of Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
Following registration of the share capital increases pertaining to the New Shares and the issuance of shares to SBB Samfunnsbygg AS under the two abovementioned transactions in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret), the Company's share capital will be NOK 10,429,558.45, divided into 208,591,169 shares, each with a nominal value of NOK 0.05. If the greenshoe option is exercised in full, there will be in total 224,341,169 shares in the Company in issue.
The Company, SBB Samfunnsbygg AS, and members of the Company's board of directors and executive management have entered into lock-up agreements with the Managers. The lock-up period is 360 days from the from the first day of trading of the Company's shares on the Oslo Stock Exchange under all lock-up agreements and the lock-up may only be waived with the consent of the Managers. The lock-up agreements are subject to certain exemptions, including but not limited to pledge of shares by SBB Samfunnsbygg AS and disposal of shares in case of realisation of such pledge which are described in the Prospectus.
Advisors
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, Danske Bank A/S, Norwegian branch and Nordea Bank Abp, filial i Norge (together, the "Managers") are acting as joint global coordinators in the IPO.
Advokatfirmaet Thommessen AS is acting as legal advisor to PPI and Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers.
For further queries, please contact:
Ilija Batljan, current board member and interim CEO from Listing, ilija@sbbnorden.se
About PPI
Public Property Invest is a real estate company with the objective to own, manage and develop public properties. The portfolio comprises socially beneficial properties housing public tenants with strategic locations across Norway. The company’s strategy is focused on profitable growth through sustainable and efficient operations, tenant satisfaction and ability to renew and develop existing and new properties.
IMPORTANT NOTICE These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of the EU 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 the Prospectus or another prospectus is published. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In any EEA Member State, other than Norway and Sweden, 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 the securities referred to in this communication without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons 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 announcement 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. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release 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. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. v
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. v
This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else in connection with the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. v
Neither the Managers nor any of their respective affiliates or any of their respective directors, officers, employees, advisers, or agents accept any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information and opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or associated companies.
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. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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 announcement whether as a result of new information, future developments or otherwise.
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.