Oslo, 3 July 2024: Reference is made to the stock exchange announcements made by
KMC Properties ASA ("KMCP" or the "Company") on 14 June 2024 regarding the
transaction agreed with Logistea AB (publ.) ("Logistea") (the "Transaction").
The Transaction will be executed by Logistea acquiring all shares in KMC
Properties HoldCo AS ("KMC HoldCo"), a wholly-owned subsidiary of KMCP, and
thereby acquire all of the operations in the KMCP group, with payment in newly
issued shares in Logistea (the "Consideration Shares") to KMCP.
As described in the abovementioned stock exchange announcements and in the
notice of the extraordinary general meeting to be held on 5 July 2024 (the
"EGM") it is contemplated that approximately 80% of the Consideration Shares
(the "First Distribution Shares") will be distributed to the Company's
shareholders in July 2024 and that the remaining Logistea shares then held by
KMCP (the "Second Distribution Shares") will be distributed in late Q3 or early
Q4 2024 on the basis of an audited interim balance sheet.
Following completion of the Transaction, and subject to approval by the EGM, the
Company will distribute the First Distribution Shares as dividend in kind to the
shareholders of the Company as of 5 July 2024 (as registered in Euronext
Securities Oslo ("VPS") on 9 July 2024) (the "Eligible Shareholders"),
corresponding to a NOK amount of 2,665,000,000, i.e. NOK 6.3949 per KMCP share.
As Logistea is a Swedish public limited company listed on Nasdaq Stockholm the
Consideration Shares will upon issuance be registered with the Swedish Central
Securities Depository ("VPC"), while shares in KMCP are registered with the
Norwegian Central Securities Depository ("VPS"). As the Consideration Shares
will be issued through the VPC, it will not be possible for the Company to
distribute the First Distribution Shares to its shareholders via the VPS system.
Eligible Shareholders may either receive the First Distribution Shares on
Swedish deposit account appointed by them or by receiving Norwegian Depository
Receipts ("NDRs") representing such shares on their VPS account. Eligible
Shareholders who desire to receive their First Distribution Shares on a Swedish
deposit account will be required to take certain actions to facilitate for this.
Eligible Shareholders who do not take such actions are expected to receive NDRs
representing their First Distribution Shares.
Attached is the Company's letter to its shareholders providing additional
information with respect to the above.
For additional information, please contact:
Christian Linge, interim CFO, tel: +47 466 37 846, email:
christian.linge@kmcp.no
About KMC Properties ASA
KMCP is an Oslo Børs-listed real estate company focusing on industrial and
logistic properties. The Company has a diversified portfolio of properties in
the Nordics, Belgium, Germany ,the Netherlands and Poland. The properties are
strategically located and have long lease agreements with solid tenants. KMCP
has an ambitious strategy to grow the portfolio through further development of
existing properties, as well as M&A initiatives.
Important information
The release, publication or distribution of this press release may, in certain
jurisdictions, be restricted by law and persons into whose possession this press
release or any information referred to herein comes should inform themselves
about and observe any such restrictions. This press release is not for release,
publication or distribution, directly or indirectly, in whole or in part, in or
into the United States (including its territories and possessions, any state of
the United States and the District of Columbia, the "United States"), Australia,
Canada, Hong Kong, Japan, South Africa or any other jurisdiction where such
release, publication or distribution would constitute a violation of the
relevant laws or regulations of such jurisdiction.
This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States,
Australia, Canada, Hong Kong, South Africa or any other jurisdiction in which
such offers or sales are unlawful (the "Excluded Territories").
The securities referred to in this press release have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or under the securities laws of any state of the United
States, and may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. Subject to certain limited exceptions,
the securities referred to in this press release are being offered and sold only
outside the United States. There is no intention to register any securities
referred to herein in the United States or to make a public offering of the
securities in the United States. In addition, the securities issued in
connection with the Transaction have not been and will not be registered under
any applicable securities laws of any state, province, territory, county or
jurisdiction of the other Excluded Territories. Accordingly, such securities may
not be offered, sold, resold, taken up, exercised, renounced, transferred,
delivered or distributed, directly or indirectly, in or into the Excluded
Territories or any other jurisdiction if to do so would constitute a violation
of the relevant laws of, or require registration of such securities in, the
relevant jurisdiction.
This press release is not a prospectus for the purposes of Regulation (EU)
2017/1129 (the "Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction.
In the United Kingdom, this press release and any other materials in relation to
the securities described herein is being distributed only to, and is directed
only at, and any investment or investment activity to which this document
relates is available only to, and will be engaged in only with, "qualified
investors" (within the meaning of the United Kingdom version of the Prospectus
Regulation which is part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018) and who are (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")