Samhallsbyggnadsbolaget I Norden Ab Class B · OMXSTO:SBB_B
Samhallsbyggnadsbolaget I Norden Ab Class B — Merger or Acquisition (November 2020)
24 slides from Samhallsbyggnadsbolaget I Norden Ab Class B's merger presentation, Nov 24, 2020
Slide 1: Creating the leading social infrastructure player in Europe
CREATING THE LEADING SOCIAL INFRASTRUCTURE PLAYER IN EUROPE 24 November 2020
Slide 2: Disclaimer
DISCLAIMER IN REVIEWING THIS PRESENTATION AND ITS CONTENTS, YOU ARE AGREEING TO ABIDE BY THE TERMS OF THIS DISCLAIMER. THIS PRESENTATION AND ITS CONTENTS ARE BEING MADE AVAILABLE TO EACH RECIPIENT SOLELY FOR ITS INFORMATION AND IS SUBJECT TO AMENDMENT. This presentation has been prepared and issued
Slide 3: I. Transaction Highlights
I. Transaction Highlights
Slide 4: The Nordic social infrastructure leader: SBB's journey to date
THE NORDIC SOCIAL INFRASTRUCTURE LEADER: SBB’S JOURNEY TO DATE SBB has rapidly become the leading social infrastructure Key pillars to deliver attractive returns player in the Nordics… 81.2 GAV (SEKbn) 30.3 25.6 21.1 Unique and difficult to SEK 81.2bn and fastest replicate long-term growing low-risk
Slide 5: A strong strategic and financial rationale to combine SBB and Entra
A STRONG STRATEGIC AND FINANCIAL RATIONALE TO COMBINE SBB AND ENTRA Key merits Portfolio overview Property book 1% Creation of the leading European social infrastructure player value split by with enhanced scale and visibility benefitting all stakeholders geography 5% 100% Nordics Majority of go
Slide 6: Clear and compelling strategic drivers
CLEAR AND COMPELLING STRATEGIC DRIVERS Strengthening SBB’s position as the leading social infrastructure player in Europe 1 with enhanced scale and increased visibility Further expansion into social infrastructure assets adding scale and diversification 2 to SBB’s low risk portfolio High quality and
Slide 7: An attractive and flexible proposal for Entra shareholders
AN ATTRACTIVE AND FLEXIBLE PROPOSAL FOR ENTRA SHAREHOLDERS • NOK 165 per Entra share, delivered as NOK 115.5 in cash, and NOK 49.5 in SBB Class B common shares • Attractive offer terms: • 26.3% premium to the 3-month volume-weighted average price1 • 14.8% premium to Entra closing price on 23 Novembe
Slide 8: Key terms of SBB's offer for Entra
KEY TERMS OF SBB’S OFFER FOR ENTRA • Samhällsbyggnadsbolaget i Norden AB (“SBB”) to make a voluntary public offer to the shareholders of Entra ASA (“Entra”) to acquire all Transaction common shares in Entra (the “Offer”) • Total Offer consideration consists of a combination of SBB Class B common sha
Slide 9: II. Overview of SBB
II. Overview of SBB
Slide 10: SBB has assembled a unique portfolio across Tier 1 locations
SBB HAS ASSEMBLED A UNIQUE PORTFOLIO ACROSS TIER 1 LOCATIONS High quality property portfolio with attractive underlying exposures Geographical diversification Property value by property type 6% 73% 94% Community service 16% Residential of the property SEK Other 81,187m of the property portfolio port
Slide 11: SBB creates value from "AAA" assets
SBB CREATES VALUE FROM “AAA” ASSETS Sovereign credit risk exposure in community service Operates in the world’s safest real estate asset classes Sovereign credit rating AAA (Stable) AAA (Stable) The first ever private member of Public AAA (Stable) AAA (Stable) Housing Sweden Aaa (Stable) Aaa (Stable
Slide 12: Selected SBB assets
SELECTED SBB ASSETS Portfolio of 1,455 high-quality Nordic community service properties and Swedish rent regulated residentials Stockholm - 79 rent regulated residentials Oslo, Gullhaug Torg 4 – Norwegian justice department Gamlestaden 2-5, Gothenburg - Västra Götaland County Council Bremen 3, Stock
Slide 13: III. Strategic Rationale
III. Strategic Rationale
Slide 14: Entra overview and key highlights
ENTRA OVERVIEW AND KEY HIGHLIGHTS Company Overview Portfolio Overview Leading owner, manager and developer of high quality, environmentally Total Portfolio Value friendly, centrally-located office and community service properties with a NOK 52bn1 majority share of public tenants across Norway’s fo
Slide 15: Creating the leading social infrastructure player in Europe
1 CREATING THE LEADING SOCIAL INFRASTRUCTURE PLAYER IN EUROPE Top 20 listed Nordic players by reported GAV (SEK bn) 151 + 131 125 98 81 75 69 57 56 52 50 50 47 46 46 46 40 38 24 22 13 Balder Combined Akelius Castellum SBB Fabege Kojamo Klovern Wallenstam Pandox OlavThon Entra Wihlborgs Citycon Hufvu
Slide 16: Further expansion in social infrastructure assets adding scale and diversification
2 FURTHER EXPANSION IN SOCIAL INFRASTRUCTURE ASSETS ADDING SCALE AND DIVERSIFICATION Property book value split by type Portfolio location 16% 6% + 84% Property book value split by country Risk-free, stable social SEK infrastructure properties 81bn 5% 1% + Continued growth in 78% SEK 16% the largest
Slide 17: Community service properties: highly attractive proposition
2 COMMUNITY SERVICE PROPERTIES: HIGHLY ATTRACTIVE PROPOSITION Risk-free municipality and B Attractive lease terms A governmental tenants Government and government- 10-15 years typical lease length for newly Sovereign credit rating backed tenants signed leases, as well as extensions for its residen
Slide 18: Government financed tenants and long lease maturity profile underpin stable cash flows
2 GOVERNMENT FINANCED TENANTS AND LONG LEASE MATURITY PROFILE UNDERPIN STABLE AND PREDICTABLE CASH FLOWS + Top 10 tenants Virtually no tenant turnover Tenant turnover assessment Tenant % Passing gross rent Country Elderly care Education Degree of specialisation Police and justice Norwegian State 24.
Slide 19: Converging ESG goals & sustainability ambitions
3 CONVERGING ESG GOALS & SUSTAINABILITY AMBITIONS Sustainability vision for 2020-2030 with ambition Targets 70% reduction of its current CO2 emissions to be 100% climate neutral by 2030 by 2030 Green and Social Bond frameworks implemented Well-established Green Bond issuer First Green Bond
Slide 20: Value creation opportunity underpinned by significant synergy potential
4 VALUE CREATION OPPORTUNITY UNDERPINNED BY SIGNIFICANT SYNERGY POTENTIAL IN COMBINED PORTFOLIO Operational synergies Financing synergies • Optimisation of the combined entity’s capital structure supported by SBB’s • Portfolio overlap and active asset attractive cost of funding management will allow
Slide 21: Robust balance sheet and key KPIs
5 ROBUST BALANCE SHEET AND KEY KPIS Figures as of 30 September 2020 Pro Forma Portfolio Book Value (SEK bn) 81 50 131 Consolidated Net Debt / Total 42% 38% < 55%1 Assets Interest Coverage Ratio2 6.1x 3.7x > 4x2 • Transaction expected to be credit rating enhancing and will provide tailwind to reach r
Slide 22: Conclusion
CONCLUSION 1 A highly attractive and flexible offer for Entra shareholders Value creation potential for both SBB and Entra shareholders, with immediate and strong FFO per 2 share accretion 3 A milestone in our journey to strengthen our position as the leading social infrastructure player Acceleratio
Slide 23: Appendix: Additional Information
i. Appendix: Additional Information
Slide 24: Overview of combined property portfolio
OVERVIEW OF COMBINED PROPERTY PORTFOLIO Key portfolio metrics + Portfolio book value (SEKbn) 81 50 131 # of properties 1,455 90 1,545 Lettable area (mm sqm) 3.8 1.1 4.9 Passing rent (SEKm) 4,759 2,203 6,962 Net initial yield¹ 4.5% 4.8% 4.6% Occupancy c.100%² c.97% c.99% Lease maturity (years) 9.0 7.
Samhällsbyggnadsbolaget i Norden AB (SBB) — Merger or Acquisition (November 2020) on 6ix