Public Property Invest

Aker Property Group makes strategic investment in PPI, PPI acquires NOK 1.5 bn portfolio of critical industrial infrastructure assets

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).

+-----------------+--------------+---------------+-----------+---------------+

+-----------------+--------------+---------------+-----------+---------------+

| 160 | | | | Solutions |

+-----------------+--------------+---------------+-----------+---------------+

| vei 20 | | | | Solutions |

+-----------------+--------------+---------------+-----------+---------------+

| 7 | | | | |

+-----------------+--------------+---------------+-----------+---------------+

+-----------------+--------------+---------------+-----------+---------------+

| 50 | | | | |

+-----------------+--------------+---------------+-----------+---------------+

+-----------------+--------------+---------------+-----------+---------------+

| 32 | | | | |

+-----------------+--------------+---------------+-----------+---------------+

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.

Contact

André Gaden

CEO

[email protected]

+47 93037322

AI Terminal

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Aker Property Group makes strategic investment in PPI, PPI acquires NOK 1.5 bn portfolio of critical industrial infrastructure assets

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