Samhällsbyggnadsbolaget i Norden has entered into three agreements involving the transfer of three wholly owned subsidiaries (directly or indirectly), collectively referred to as “SocialCo”. Through this transfer, SBB will indirectly divest the community portfolio. One of the subsidiaries involved is indirectly owned by Samhällsbyggnadsbolaget i Norden Holding. The SocialCo entities will be transferred to Public Property Invest ASA (PPI), a Norwegian real estate company listed on the Oslo Stock Exchange which is a related party to SBB. As part of the transaction, SBB will acquire shares in PPI through an in-kind contribution. A portion of the non-voting shares received through the in-kind contribution will subsequently be transferred to the related party APG Invest AS (APG). The “Transaction” below refers to the transfer of SocialCo to PPI, the acquisition of shares in PPI through an in-kind contribution, and the transfer of a portion of the non-voting shares acquired to APG.

With this Transaction, SBB’s strategy of transformation by creating three distinct segments across Education, Residential, and now Community assets via PPI is completed. All three respective strategies benefit from critical mass being the leader in their field and with an appropriate cost of capital and investment grade ratings.

The Transaction creates significant strategic and operational benefits driving value creation; there are identifiable costs and financial synergies with PPI becoming a unique standing player driving growth synergies. In addition, the Transaction drives material leverage reduction by 2 percentage points resulting in SBB’s loan-to-value ratio (“LTV”) to decrease to 57 per cent. The Transaction will also generate more than SEK 11bn of net cash proceeds for the Company which SBB will deploy in most value accretive way.

The Transaction will make PPI the # 1 listed European Social Infrastructure player with NOK 53bn of assets and strong balance sheet primed for growth.

SBB's ownership interest in PPI corresponds to 33.54 per cent of the shares and votes prior to the Transaction. After completion of all parts of the Transaction and the intended subsequent offering in PPI (as set out below), SBB's ownership interest in PPI will amount to 39.99 per cent of the shares, corresponding to 33.34 per cent of the votes, assuming that the intended subsequent offering is fully subscribed.

APG is a Norwegian real estate company whose parent company, Aker ASA, is listed on the Oslo Stock Exchange. APG holds shares in SBB corresponding to 8.63 per cent of the shares and 28.76 per cent of the votes in SBB. APG is also one of the largest shareholders in PPI, with a holding corresponding to 24.58 per cent of the shares and votes prior to the Transaction. After completion of all parts of the Transaction and the intended subsequent offering in PPI, APG's ownership interest in PPI will amount to 33.32 per cent of the shares, corresponding to 23.28 per cent of the votes.

The business of SocialCo consists of consolidated properties and non-consolidated properties within SBB Social Facilities AB and SBB Infrastructure AB.

SBB will through the Transaction indirectly transfer approximately 740 community properties across Sweden, Norway, Denmark and Finland of which 590 are held by SBB Holding.