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FORNEBU, Norway, May 13, 2025 /PRNewswire/ -- Aker Property Group ("APG"), a wholly owned subsidiary of Aker ASA ("Aker"), announces today that it has signed agreements to acquire a strategic ownership interest in Public Property Invest ASA (OSE: PUBLI) ("PPI") and Samhällsbyggnadsbolaget i Norden AB (STO: SBB) ("SBB").
The transaction includes:
TRG Real Estate AS ("TRG"), a company indirectly controlled by Kjell Inge Røkke, Chair of Aker ASA, has reached an agreement to sell an industrial property portfolio (the "Industrial Property Portfolio") to PPI at an agreed equity value of NOK 2.325 billion, 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 39,808,989 PPI Shares to SBB I Norden AB ("SBB I Norden"), which is an indirect wholly owned subsidiary of SBB. In exchange, TRG will receive 164,561,931 class B-shares in SBB, representing about 9.08 percent of SBB's share capital and 4.44 percent of the voting rights (the "SBB Shares").
TRG has agreed to transfer to APG the right to receive both the SBB Shares and the remaining 84,589,085 PPI Shares that were not transferred to SBB I Norden at the same valuation as agreed with PPI and SBB.
Following the completion of the transaction, APG will be the second largest shareholder in PPI with about 24.58 percent of the shares and votes. Additionally, it will own about 9.08 percent of the share capital and 4.44 percent of the votes in SBB. SBB, through SBB I Norden, will continue as the majority shareholder in PPI with about 33.4 percent of the shares.
PPI maintains a solid balance sheet and has a clear strategy for continued consolidation in the Nordic Community market segment. Since its IPO in 2024, PPI has demonstrated strong operational performance, achieved a BBB Investment Grade rating, and initiated quarterly dividend payments.
"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.
PPI's real estate portfolio primarily consists of properties with public tenants in prime locations across Norway. The company has a long-term strategy to own, operate, and develop social infrastructure properties in the Nordics. As part of PPI's acquisition of the Industrial Property Portfolio from TRG, the company is establishing a new infrastructure segment to focus on high-quality infrastructure assets that complement its existing portfolio, characterized by solid tenants, long lease contracts, and stable cash flow.
"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 percent 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.
Aker will in connection with the transaction nominate Jens Jalland, CEO of Aker Property Group, to enter the PPI Board of Directors.
Through the transaction, Aker also becomes a significant owner in SBB.
Øyvind Eriksen comments: "Aker fully supports SBB management's strategy to simplify the corporate structure, deleverage the balance sheet, and grow Net Asset Value. We are prepared to contribute additional capital and will leverage our capital markets expertise, industrial heritage, and proven track record to facilitate SBB's transformation and long-term value creation."
"We welcome Aker Property Group as long-term major shareholder in SBB. We are delighted to have the opportunity to continue developing SBB together. We believe that today's transaction between PPI and Aker Property Group and the directed issue from SBB to Aker Property Group will increase SBB's earnings and reduce its debt ratio. This transaction will improve the financial situation of SBB and all its stakeholders," says Lennart Sten, Chairman of SBB.
Transaction Details
The Industrial Property Portfolio being sold by TGR to PPI includes eight industrial properties located in the municipalities of Lier, Egersund, Kristiansand, Sandnessjøen, Molde, Øygarden, and Stord. The properties are primarily leased to Aker Solutions and HMH. The portfolio will be transferred to an equity value of NOK 2.325 billion, based on an agreed net property value of NOK 1.525 billion and an agreed net cash level NOK 800 million for the portfolio companies. Deviations from the agreed net cash level on closing will be settled in cash between the parties.
The PPI Shares will be issued at a subscription price of NOK 18.69 per share.
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 held on or about June 9, 2025.
Tranche 1 and Tranche 2 are expected to be completed on or around May 20, 2025, while Tranche 3 is expected to be completed on or about June 10, 2025. A proportionate part of the PPI Shares issued in Tranche 1 and Tranche 2 will be sold to SBB I Norden. The remaining PPI Shares in Tranche 1 and Tranche 2 and all PPI Shares in Tranche 3 will be sold to APG.
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 the event that the EGM of PPI does not approve the issue of the Tranche 3 shares, 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) 49,916,497 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 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.
The PPI Shares issued 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 Tranche 2 and Tranche 3 will be issued and delivered 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.
Completion of the transaction is subject to customary closing conditions, in addition to what is described above. No competition or FDI filings are expected in connection with the transaction.
SBB has committed to vote in favor of the required authorizations and issuance of the relevant PPI Shares, and to vote in favor of Aker's nominee to the PPI Board.
TRG and Aker are considered related parties, and APG is an indirect subsidiary of Aker. In connection with the transaction between TRG and APG, a statement pursuant to Section 3-19 of the Norwegian Public Limited Companies Act has been prepared and will be made available on www.akerasa.com.
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. Thommessen and Roschier are acting as legal advisors for PPI.
About SBB
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.
About Public Property Invest
Public Property Invest is a real estate company with a long-term strategy of owning, operating and developing social infrastructure 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.
Media contact: Atle Kigen, Head of Media Relations and Public Affairs, Aker ASA Tel: +47 90 78 48 78 Email: atle.kigen@akerasa.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Marit Hval, Communications Advisor, Aker ASA, on May 13, 2025, 07:45 CEST.
