The transaction is based on an underlying property value of approximately MSEK 9,499 in investment properties and approximately MSEK 1,260 in ongoing projects. The total property value for the divested portfolio amounts to approximately MSEK 10,760, which corresponds to the market value as of 30 September 2024. K-Fastigheter will complete the contracts in the ongoing projects in Malmö, Helsingborg, and Copenhagen for Brinova.
The purchase price will be paid with newly issued shares in Brinova at SEK 32.46 per share, which corresponds to Brinova's net asset value as of 30 September 2024. 19.6 per cent of the shares will be shares of series A and 80.4 per cent will be shares of series B, reflecting the current distribution of series A and B shares in Brinova. After the completion of the transaction, K-Fastigheter will own not more than 137,384,632 shares in Brinova, of which 26,994,595 will be shares of series A and 110,390,037 will be shares of series B, corresponding to 58.4% of the votes and capital. The exact number of shares K-Fastigheter will receive depends on the conditions in the divested portfolio on the closing date. The completion of the transaction is conditional upon approval at extraordinary general meetings in Brinova and K-Fast Holding AB, which are planned to be held in March 2025. Brinova will continue to be traded on Nasdaq Stockholm and will be consolidated into K-Fast Holding AB 's financial accounts.
The transaction means that K-Fastigheter becomes the largest shareholder in Brinova. K-Fastigheter assesses that the transaction combines two attractive property portfolios with a focus on the Öresund region. Through the acquisition, Brinova becomes significantly larger in terms of, among other things, property value, net asset value, rental income, and property management results. A higher market capitalization is expected to provide greater liquidity in the share, more attention from the capital markets, and, in the long term, the possibility for Brinova's share to be included in real estate-related stock indices such as the EPRA index.
In the long term, K-Fastigheter's intention is to distribute the shares in Brinova to K-Fastigheter's shareholders through a dividend in kind at a time K-Fastigheter deems appropriate, which is expected to occur no earlier than in connection with K-Fastigheter's annual general meeting in 2026.
After the completion of the transaction, Brinova will have an attractive property portfolio in the Öresund region with a rental value of approximately SEK 1,073 million and a property value of SEK 19.2 billion.
“I see a perfect geographical match with good potential for synergies. Additionally, both Brinova and K-Fastigheter have highly attractive properties in the locations where they operate. There is a clear industrial logic, and the size of the new Brinova makes us one of the more significant players in our segment" Jacob Karlsson, CEO of K-Fastigheter.
"I am incredibly happy with this acquisition. It is a high-quality portfolio where 65 per cent of the acquired properties are built after 2019. The economies of scale within the new combined portfolio are clear, and we gain a strong focus on properties that provide stable returns and secure cash flows. The concentration of the portfolio to a number of strategic cities in southern Sweden that are experiencing positive development gives a strong position. I am also pleased to welcome K-Fastigheter as a shareholder in Brinova," says Per Johansson, CEO of Brinova.
Following the transaction, in addition to K-Fastigheter's holdings in Brinova, which will be operated as an independent company, the management business also consists, as of 30 September 2024, of holdings in Region Väst of 558 apartments and 498 apartments in Region Öst. The property portfolios in Region Väst and Region Öst have a market value of approximately MSEK 3,100. In addition to completed investment properties, construction of approximately 1,400 apartments is ongoing in these two regions. The operations in Region Öst and Region Väst are not affected by the transaction.
The construction activities, consisting of the business areas Project Development, Prefab, and Building, aim to offer the market attractive investment opportunities in the group's self-developed concept houses as well as complete frame solution contracts. As of 30 September 2024, K-Fastigheter had commenced construction on 621 apartments during the year. A total of 1,745 apartments with an estimated market value of approximately MSEK 5,475 were under production as of 30 September 2024. Of these, 348 apartments with a value of approximately MSEK 1,260 will be completion for Brinova as part of the transaction.
The prefab operations had 76 ongoing frame solution contracts as of 30 September 2024, with about 63 per cent for external customers.
As of 30 September 2024, K-Fastigheter had 2,257 apartments in various stages of project development. The current goal is to commence construction on 1,000 apartments per year and gradually increase this to 1,200 apartments per year in the coming years, which requires continued regular acquisitions of building rights in attractive locations. In order to increase the degree of self-financing, the company will, over time, annually divest a volume corresponding to 30-50 per cent of what is started, which can be done either through the sale of newly produced concept houses or from existing investment properties. Since K-Fastigheter was listed on Nasdaq Stockholm in 2019, approximately 80 per cent of the company's earnings have come from the Construction business area, which will increase after the transaction.
From the completion of the transaction until any potential distribution in kind of the shares in Brinova is carried out, K-Fastigheter will consolidate Brinova into K-Fastigheter's bookkeeping.