Unknown

Pressemelding

PPI intends to launch an initial public offering and apply for a listing on the Oslo Stock Exchange

Oslo, 3 April 2024: Public Property Invest AS ("PPI" or the "Company", and together with its consolidated subsidiaries, the "Group") today announces its intention to launch an initial public offering of new shares and apply for a listing on the Oslo Stock Exchange (the "IPO").

PPI is a Norwegian real estate group with a long-term strategy of sustainably owning, operating and developing real estate in Norway. The Group's property portfolio consists primarily of social infrastructure properties located in cities across Norway. PPI's business is characterized by strong tenants within the public sector, such as the police, judiciary functions and public health organizations, on long lease contracts and a high occupancy rate. Sustainable property management is an integral part of the Group's business, and its aim is to be a responsible owner, operator and developer of real estate, with the Norwegian government and local municipalities as tenants.

The Group’s combined run-rate property portfolio consists of more than 368,000 sqm across 61 properties which has an aggregate estimated value of around NOK 9,976 million. The Group has more than 125 public tenants in 26 cities, and hundreds of subcontractors work to ensure that its tenants can fulfill their important societal missions every day. The figures above assume the completion of the SBB Transaction as defined further below and are as of 31 December 2023.

Company highlights (post SBB Transaction)

  • Sticky cash flow. PPI is expected to generate NOK 690 million in normalized run-rate rental income, primarily from public tenants, which constitute 92% of the total and represent AAA-rated state credit. This revenue stream originates from 61 assets across 26 Norwegian cities, housing a total of 125 tenants. On average, each asset represents 1.2% of the portfolio's value, with no single asset surpassing 8% of the portfolio value. The assets are purpose built to deliver essential public services. They offer cost-effective operations and are being positioned to be able to meet future ESG requirements.
  • Opportunistic growth strategy. PPI intends to be an active consolidator in the market. Each investment opportunity will undergo a thorough evaluation, with a focus on achieving value accretion for shareholders. Focusing on the four largest Norwegian cities, the Company aims to expand its presence in key urban centres to capitalise on market growth opportunities. Leveraging its robust management network and extensive connections in the brokerage and investment banking sectors, PPI will pursue off-market deal sourcing to secure advantageous transactions.
  • Strong balance sheet post IPO. PPI aims for (i) a net loan-to-value ratio below 40-45% post-IPO, and below 50% long term and (ii) a minimum interest coverage ratio of 2.2x, and (iii) a net debt/EBITDA target of 7.8x post-IPO. It plans to distribute approx. 60% of its cash earnings quarterly as dividends, expected to commence in 2025.
  • Experienced team. PPI will be guided by a senior management team and organisation displaying extensive, relevant experience, complemented by a board of directors with a proven track record and diverse skill set. The management team collectively possesses an average of over 20 years of industry expertise and has transitioned from SBB Norway.

«The contemplated IPO represents an important milestone for PPI in our ambition to strengthen the balance sheet and become the leading consolidator in the Norwegian market. As a public company, PPI will improve its visibility, which gives better access to the capital markets and to a broader base of Nordic and international shareholders

- Ilija Batljan, interim CEO PPI.

The SBB Transaction

The Group (as buyer) and SBB Samfunnsbygg AS ("SBB") (as seller) have entered into a share purchase agreement for the sale and purchase of all the shares in five property-owning companies owning in total 13 properties and a section (the "SBB Properties"), for an estimated net purchase price of approximately NOK 1,191 million equal to the net asset value on an EPRA NRV-basis and representing a property value for the SBB Properties of approximately NOK 1,640 million (the "SBB Transaction"). The purchase price for the SBB Properties will be settled by the Company through the issuance of new shares to SBB and the completion of the SBB Transaction is subject to the completion of the Offering. The Company will as part of the SBB Transaction assume a bank loan of approximately NOK 400 million, that the Company will repay immediately after completion of the SBB Transaction and the Offering with parts of the net proceeds from the Offering. SBB’s Norwegian organisation is to be transferred to the Company, replacing existing management agreements.

Financial highlights

The Company will, as stated above, acquire a portfolio of 13 properties from SBB with settlement in shares. The following selected key run-rate figures outlines the combination of the Company and the SBB Properties. Numbers contributed by the Company are based on contracted rental agreements as of 31 December 2023, measured in annual rent.

  • Normalized Run-rate Rental Income(1): NOK 690 million combined, with the Company contributing NOK 591 million and SBB Properties NOK 99 million.
  • Normalized Operating Expenses(2): NOK 69 million combined, split as NOK 59 million from the Company and NOK 10 million from SBB Properties.
  • Normalized Run-rate Net Operating Income: NOK 621 million combined, after accounting for operating expenses.
  • Normalized Other Income: NOK 18 million expected income from management of external properties.
  • Normalized Administration Expenses: NOK 65 million combined, with the Company bearing NOK 24 million and SBB Properties NOK 4 million.
  • Normalized Run-rate EBITDA: NOK 574 million combined.
  • Investment Properties (as of 31 December 2023)(3): Valued at NOK 9,976 million combined, with contributions of NOK 8,336 million from the Company and NOK 1,640 million from SBB Properties.
  • Interest-Bearing Debt (as of 31 December 2023): Totalling NOK 5,929 million combined, with the Company accounting for NOK 5,529 million and SBB Properties NOK 400 million.
  • Cash and Equivalents (as of 31 December 2023): The Company holds NOK 123 million, resulting in a net interest-bearing debt of NOK 5,807 million combined.
  • Deleveraging at IPO: Part of the expected proceeds from the primary offering will be allocated towards repaying outstanding debt. Consequently, this will lead to a net loan-to-value post IPO of 40-45%
  • EPRA NRV(4): NOK 4,109 million(5) combined.

On a normalised basis the combined run rate rental income is NOK 690m, with property expenses targeted to be 10% of run rate rental income in the medium to long term, which implies an NOI yield of 6.2%. Including expected property management income from management of external properties of NOK 18m, the cost of the new organisation and being a public company, the EBITDA yield is expected to be 5.8% in the medium to long term.

Offering highlights

The IPO is expected to comprise a primary offering of new shares in the PPI, raising gross proceeds of NOK 1.5 – 2 billion, which will be used to rebalance the Group's capital structure by repaying outstanding debt as well as general corporate purposes.

SBB is the largest shareholder of PPI, currently owning 44.83% of the shares in the Company. In order to increase the free float, SBB will not subscribe for new shares in the IPO, but is committed to remain a long-term shareholder.6

Subject to receiving the relevant approvals from the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority, as well as prevailing equity capital market conditions, PPI is expecting to have its first day of trading on the Oslo Stock Exchange in early Q2 2024.

PPI will make further announcements relating to the IPO in due course.

Advisors

The Company has engaged Arctic Securities AS ("Arctic"), DNB Markets, a part of DNB Bank ASA ("DNB Markets"), Danske Bank A/S, Norwegian branch ("Danske Bank") and Nordea Bank Abp, filial i Norge ("Nordea") to act as joint global coordinators in the Offering (together, the "Managers").

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

Footnotes:

1: Based on contracted rental agreements for both PPI and the SBB Properties as of 31 December 2023 measured in annual rent, which is an input to the valuation of the investment properties. Please refer to note 09 in the 2023 Financial Statements for details regarding the valuations of the investment properties for PPI.

2: Normalized operational expenditures is targeted to be 10 % of Run rate Rental income in the medium to long term.

3: Based on valuation reports as of 31 December 2023 from Newsec AS and Cushman & Wakefield Debenham Tie Leung Limited.

4: Net Reinstatement Value (NRV) objective is to highlight the value of net assets on a long-term basis and assumes that no selling of assets takes place. Assets and liabilities that are not expected to crystallise in normal circumstances such as the fair value movements on financial derivatives and deferred taxes on property valuation surpluses are therefore excluded. Real estate transfer taxes are not levied on property transactions in Norway

5: Including off-balance sheet items

6: SBB will have shares issued to it as settlement for the SBB Transaction and willincluding such shares own approx 60% of the total number of shares before issuance of new shares in the IPO.

Alternative performance measures

The APMs used are set out below (presented in alphabetical order):

Cash earnings is defined as net income from property management (IFPM) less taxes, with IFPM being defined as EBITDA less interest expenses.

EBITDA is defined as the financial statement line item net income from property management. This measure provides additional information for Management and investors to evaluate the underlying profitability generated from operating activities.

EBITDA yield is defined as EBITDA divided by investment properties. This measure provides additional information for Management and investors to evaluate the underlying profitability generated from operating activities.

EPRA net asset value (EPRA NAV) represents the financial statement line item total equity. This measure provides additional information for Management and investors to evaluate the underlying financial position of the Group.

EPRA net reinstatement value (EPRA NRV) is defined as EPRA NAV excluding deferred tax on investment properties and deferred tax on interest derivatives less fair value of interest derivatives. Fair value of interest derivatives consists of the financial statement line items interest derivatives. This measure provides additional information for Management and investors to evaluate the underlying financial position of the Group.

Interest Cover Ratio is defined as EBITDA divided by financial income and financial expense excluding amortisation costs. This measure provides additional information for Management and investors to evaluate the underlying financial position of the Group and ability to service debt.

Run rate rental income is defines as contracted rental agreements as of 31 December 2023 measured in annual rent. This measure provides additional information for Management and investors to evaluate the underlying profitability generated from operating activities.

Loan-to-value ratio is defined as net interest-bearing debt divided by the market value of the Investment properties. These measures provide additional information for Management and investors to evaluate the underlying financial position of the Group.

Net asset value (NAV) is defined as total assets less total liabilities excluding deferred tax liabilities. This measure provides additional information for Management and investors to evaluate the underlying financial position of the Group.

Net interest-bearing debt (NIBD or net debt) is defined as non-current and current interest-bearing liabilities less cash and cash equivalents. This measure provides additional information for Management and investors to evaluate the underlying financial position of the Group.

NIBD/EBITDA is defined as NIBD divided by EBITDA. This measure provides additional information for Management and investors to assess the Group's capacity to meet its financial commitments and ability to service debt.

NOI is defined as operating income less property expenses. This measure provides additional information for Management and investors to evaluate the underlying profitability generated from operating activities.

NOI yield is defined as NOI divided by investment properties. This measure provides additional information for Management and investors to evaluate the underlying profitability generated from operating activities.

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 a 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 a 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, 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.

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.

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.

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 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.