NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
Oslo, 17 April 2024: Reference is made to the stock exchange announcements on 16
April 2024, whereby Public Property Invest ASA ("PPI" or the "Company")
announced the terms of the initial public offering of its shares (the "Offering"
or the "IPO") and the approval and publication of the prospectus for the IPO
(the "Prospectus").
The Prospectus was published on 16 April 2024 and is, subject to regulatory
restrictions in certain jurisdictions, available at www.arctic.com/offerings,
www.danskebank.no/PPI, www.dnb.no/emisjoner, www.nordea.com/en/issuances,
www.nordnet.no and www.nordnet.se. Hard copies of the Prospectus may be obtained
free of charge by contacting one of the Managers (as defined below).
The Offering comprises an institutional offering, a retail offering in Norway
and Sweden and an existing shareholders offering. Applications in the retail
offering and existing shareholders offering can be made through the websites
listed above, or by using the application forms appended to the Prospectus, from
commencement of the application period for the retail offering and the existing
shareholders offering. Subscriptions in the institutional offering can be made
by contacting one of the Managers during the bookbuilding period.
The bookbuilding period for the institutional offering and the application
period for the retail offering and the existing shareholders offering will
commence today, 17 April 2024 at 09:00 hours (CEST). The bookbuilding period for
the institutional offering will close at 14:00 hours (CEST) on 25 April 2024 .
The application period for the retail offering and the existing shareholders
offering will close at 12:00 hours (CEST) on 25 April 2024. The bookbuilding
period and the application period may be extended at any time, but may in no
event be extended beyond 14:00 hours (CEST) on 8 May 2024. In the event of an
extension of the bookbuilding period and/or the application period, the
allocation date, the payment due dates and the date of the listing will be
changed accordingly. The commencement of the application period for the retail
offering in Sweden is subject to timely passporting of 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 are acting 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
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.
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.