Solon Eiendom and SBB have executed binding agreements and Solon is entering the Swedish market
Oslo / Stockholm 17 June 2021 Solon Eiendom ASA («Solon») and Samhällsbyggnadsbolaget i Norden AB («SBB») have executed binding agreements and incorporated the Swedish Joint Venture announced 20 May 2021. The transaction implies that the Parties have reached agreement on the final terms and conditions for their future cooperation, and that Solon is entering the Swedish market and is ready to build premium homes, with particular focus on quality, location and architecture for the Swedish customers. The Parties have incorporated the 50:50 Swedish joint venture which shall acquire a real estate portfolio consisting of residential development rights in the Stockholm area. The Swedish portfolio includes 11 development projects, with a targeted development potential of up to 1,000 residential units and 70,000 square meters saleable area. Solon shall manage the projects under a property development agreement with the Joint Venture. The Parties have also agreed that Solon shall have a right of first refusal in respect of building rights owned by SBB or its group companies related to private housing rights in Sweden. This part of the cooperation implies both that SBB will have a professional and leading residential developer to turn to for the development of private housing rights in Sweden, and that Solon will have access to and be fuelled with a large Swedish real estate portfolio. Solon has also executed a binding agreement to purchase SBB’s real estate portfolio in Kristiansand. The portfolio includes two commercial properties with existing cash flow, and both sites are in the process of obtaining new zoning to residential purposes. The transaction will be completed 30 June 2021 and financed through a combination of issuance of 7,416,230 consideration shares to SBB at NOK 43 per share and deferred payment to SBB calculated and settled when the relevant public authorities have finally approved the zoning plan for the properties and decided on their maximum development potential. SBB will soon launch an offer to all Solon shareholders to acquire 5,000,000 shares in Solon at a price of NOK 40 per shares. Shareholders representing a total of approx. 75 % of the shares in Solon, controlled by board members Simen Thorsen, Runar Vatne, Tore Aksel Voldberg and Øystein Landvik (jointly the “Major Shareholders”) have accepted to sell their pro rata share, including any shortfall not tendered by other shareholders. Through the above transactions, SBB reaches an ownership of approximately 20 % in Solon, and, by that, SBB will be Solon’s largest shareholder. Solon has called for an extraordinary general meeting to be held 22 June 2021. The agenda for the meeting includes a proposal to elect Jan-Erik Höjvall and Christian Berg as new members to Solon’s Board of Directors. Provided the general meeting approves the proposal, Solon’s Board of Directors will consist of Simen Thorsen (Chairman of the Board), Christian Berg (Vice Chairman of the Board), Katarina Finneng, Heidi S. Austbø, and Jan-Erik Höjvall. Commenting on the new cooperation between Solon and SBBs, Solon’s CEO Andreas Martinussen said: «We are very pleased to have executed this first of many steps in our new cooperation with SBB. The Solon management are ready and enthusiastic to move our platform into Sweden and enter the Swedish market together with SBB. Solon and SBB have had a great and constructive dialogue, and Ilija Batljan continues to impress and share commercial expertise for our joint cooperation. We truly look forward to implementing the Solon brand and strategy in Sweden.» The Parties have also initiated the process of a parallel listing of Solon on Nasdaq First North Growth market in Sweden. Solon expects that the listing is completed before year-end. Solon has engaged ABG Sundal Collier ASA, Arctic Securities AS and DNB Markets in connection with the secondary listing. The law firm Schjødt is acting as Solon’s legal advisors in the process. For more information, please contact: Andreas Martinussen, Chief Executive Officer, phone: +47 400 00 405, e-mail: email@example.com.