Entra : SBB announces submission of a focused list of due diligence requirements to the board of directors of Entra ASA

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Press release,

Stockholm / Oslo, 16 December 2020

SBB announces submission of a focused list of due diligence requirements to the board of directors of Entra ASA

On 30 November 2020, Samhällsbyggnadsbolaget i Norden AB (publ) ("SBB") announced that it had signed a confidentiality agreement with Entra ASA ("Entra") in order to commence due diligence.

On 9 December 2020, SBB announced that Entra had not granted SBB access to the detailed due diligence information that SBB required, in order for SBB to satisfy the due diligence condition to its offer for all Entra shares, which was announced on 24 November 2020 (the "Offer").

Since the announcement of 9 December 2020, SBB has been approached by certain Entra shareholders that see merit in SBB's offer and, accordingly, support SBB completing its due diligence on Entra. SBB therefore announces that earlier today, it submitted a letter to the Board of Directors of Entra setting out its definitive and focused due diligence requirements which include (i) the new/revised valuation reports, (ii) rent roll, (iii) material lease agreements and (iv) material construction agreements. If received, SBB will evaluate this information with the objective of satisfying the due diligence condition of the Offer. Further, SBB's findings in this due diligence exercise may provide grounds for an improvement to the terms of the Offer.

Against this backdrop, SBB strongly encourages Entra shareholders to take no action in relation to their shares in Entra until further notice.

Naturally, there can be no certainty as to whether Entra will grant the due diligence access that SBB seeking and, accordingly, SBB's ability to proceed with the Offer and / or the terms of the Offer.

A further announcement will be made as appropriate.

Contact:

For further information, please contact:

Marika Dimming, Investor Relations at SBB

Phone: [phone]

E-mail: [e-mail]

This is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact person set out above, on 16 December 2020, at 10:45 a.m. (CET).

About SBB:

SBB was established in March 2016, and is the leading Nordic social infrastructure property company. It has a portfolio across Sweden, Norway, Finland and Denmark with a gross asset value of SEK 81 billion as of 30 September 2020. SBB generates most of its income from the management of its social infrastructure property portfolio, which includes (i) community services properties, such as elderly care homes, schools and group housing, in Sweden, Norway, Finland and Denmark and (ii) rent- regulated residential properties in Sweden. SBB also generates additional income streams from property renovations, property development activities and real estate transactions. SBB's business model is to acquire and manage properties and deploy permanent capital to effectively generate sustainable and steady risk-adjusted returns. As of 30 September 2020, community services properties and rent-regulated residential properties accounted for approximately 78% and 16% of the SBB Group's total portfolio by gross asset value, respectively. SBB has built its business based on strong and difficult to replicate relationships with municipalities. SBB takes its responsibilities to the community very seriously by also developing building rights for social infrastructure. SBB's series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. SBB's preference shares (ticker SBB PREF) are listed on Nasdaq First North Premier Growth Market. Certified Adviser is Erik Penser Bank (contact: [e-mail] / [phone]). Please see www.sbbnorden.se for further information about SBB.

 

IMPORTANT INFORMATION:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of SBB. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies and other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom distributions may otherwise lawfully be made..

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of SBB and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. SBB assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Citigroup Global Markets Europe AG is authorised by the German Federal Financial Supervisory Authority (BaFin) and Bundesbank. Arctic Securities AS, Goldman Sachs International and Citigroup Global Markets Europe AG are acting exclusively for SBB and no one else in connection with the transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transaction and will not be responsible to anyone other than SBB for providing the protections afforded to Arctic Securities AS', Goldman Sachs International's or Citigroup Global Markets Europe AG's clients respectively nor for giving advice in relation to the transaction or any other arrangement referred to in this announcement.

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