KMC PROPERTIES – CONTEMPLATED PRIVATE PLACEMENT

03 Nov 2022 07:30 CET

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to KMC Properties ASA's ("KMC Properties" or the "Company")
announcement on 30 June 2022 regarding the entering into of an agreement with
BEWI ASA ("BEWI") for the acquisition of up to 24 properties and one land plot
with a gross asset value of up to approximately NOK 2.0 billion (the "Property
Transaction") and that the Transaction will be partially funded through a fully
underwritten private placement of new shares.

Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS
(together, the "Managers") have been engaged to advise on and effect a private
placement of 37,500,000 new shares (the "Offer Shares) raising gross proceeds of
NOK 300 million (the "Private Placement"), which will be directed towards
Norwegian and international professional and institutional investors, in each
case subject to and in compliance with applicable exemptions from relevant
prospectus or registration requirements. The Company may, however, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary
regulations, are available.

In connection with the Private Placement, the Company will hold a virtual
investor presentation at 13:00 CET. In order to attend the investor
presentation, please contact the Company or one of the Managers.

The net proceeds from the Private Placement will be used in connection with
several projects across three different asset categories: (i) Capex: The Company
has several income generating capex projects amounting to a gross amount of
approx. NOK 12 million; (ii) Greenfield projects: The Company has two greenfield
projects, a packaging hub for BEWI ASA at Hitra, Norway and a salmon
slaughterhouse for Slakteriet AS, amounting to a total amount of approx. NOK 865
million, out of which the Company is only obligated to complete the packaging
hub for BEWI ASA, amounting to NOK 200 million in committed investments; and
(iii) the BEWI portfolio: The Company has entered into an agreement with BEWI
ASA for the acquisition of up to 24 properties and one land plot (the "BEWI
Portfolio") with a gross asset value of up to approx. NOK 2.0 billion, out of
which the Company is under an obligation to acquire the Norwegian and Swedish
assets in the BEWI Portfolio (valued at approx. NOK 940 million).

The subscription price in the Private Placement will be NOK 8 per Offer Share
(the "Offer Price") and a total of 37,500,000 Offer Shares will be issued. The
application period in the Private Placement will commence today, 3 November
2022, at 09:00 hours CET and close on 4 November 2022 at 08:00 hours CET (the
"Bookbuilding Period"). The Company and the Managers may, however, at any time
resolve to extend or shorten the Bookbuilding Period on short or no notice. If
the Bookbuilding Period is extended or shortened, any other dates referred to
herein may be amended accordingly.

BEWI Invest AS (currently directly and indirectly controlling 49.36% of the
Company) and HAAS AS (currently owning 23.63% of the Company) have under a
subscription and underwriting agreement entered into on 30 June 2022, as amended
(the "UWA") pre-committed to subscribe for, and will be allocated, their pro
rata ownership stake in the Company, amounting to approx. NOK 148.1 million and
approx. NOK 70.9 million, respectively. Further, Kastor Invest AS, Aglen Holding
AS, Hazelview and Banan II AS have under the UWA pre-committed to subscribe for,
and will be allocated, Offer Shares for approx. NOK 17.1 million, approx. NOK
5.6 million, approx. NOK 4.4 million and approx. NOK 2.7 million, respectively.

The portion of the Private Placement that has not been pre-committed is
underwritten at the Offer Price by BEWI Invest AS, HAAS AS and Constructio AS
according to the UWA. BEWI Invest AS' shareholding will not reach the 50%
mandatory offer threshold in connection with the Private Placement.

As disclosed in the Company's interim report for Q3 2022, the Company is in
process of selling its Moscow office building and the Company expects to receive
the proceeds from such sale (the "Sale Proceeds") by 31 December 2022. Should
the Company not receive the expected amount of Sale Proceeds by such date, the
Company may conduct a private placement of 6,250,000 new shares at the Offer
Price raising gross proceeds of NOK 50 million. Under the UWA, the
pre-committing investors and underwriters have pre-committed to subscribe and
underwritten, respectively, an amount equal to 1/6 of the amount of their
respective pre-commitment and underwriting in the Private Placement.

The underwriters and the pre-committed shareholders will receive a 4 per cent
underwriting commission based on the sum of their commitment (i.e. a total of
NOK 350 million). The Company's obligation to pay the underwriting commission
will be settled by issuance of new shares (the "Underwriting Commission Shares")
at the Offer Price.

The allocation of Offer Shares will be determined following the expiry of the
Bookbuilding Period and the final allocation will be made by the board of
directors of the Company (the "Board") in consultation with the Managers.
Notification of allocation and payment instructions is expected to be issued to
the applicants on or about 4 November 2022 through a notification to be issued
by the Managers.

Completion of the Private Placement by delivery of Offer Shares and Underwriting
Commission Shares is conditional upon: all corporate resolutions of the Company
required to implement the Private Placement being validly made by the Company,
including, without limitation, the resolutions by the Board to increase the
share capital of the Company and issue the Offer Shares and Underwriting
Commission Shares pursuant to an authorisation granted by the Company’s annual
general meeting held on 1 June 2022, (ii) the UWA, and the pre-payment agreement
entered into by the Company and the Managers, remaining unmodified and in full
force and effect, and (iii) the share capital increases pertaining to the
issuance of the allocated Offer Shares and the Underwriting Commission Shares
being validly registered with the Norwegian Register of Business Enterprises and
the allocated Offer Shares and the Underwriting Commission Shares being validly
issued and registered in the VPS. Items (i) through (iii) in the foregoing are
referred to as the "Conditions". The Private Placement may be cancelled if the
Conditions are not fulfilled and may be cancelled by the Company in its sole
discretion for any other reason.

The Offer Shares allocated in the Private Placement are expected to be settled
through a delivery versus payment (DvP) transaction on or about 9 November 2022,
following and subject to the satisfaction of the conditions for the Private
Placement referred to above, including the share capital increase pertaining to
the Offer Shares being registered with the Norwegian Register of Business
Enterprises, expected to take place on or about 8 November 2022.

The Company reserves the right to, at any time and for any reason, to cancel the
Private Placement and/or to modify the terms of the Private Placement. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and being allocated the Offer Shares. The Board has
considered the Private Placement in light of the equal treatment obligations
under the Norwegian Public Limited Companies Act, the Norwegian Securities
Trading Act, the rules on equal treatment under Oslo Rule Book II for companies
listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on
the rule of equal treatment, and deems that the proposed Private Placement is in
compliance with these obligations. The Board is of the view that it will be in
the common interest of the Company and its shareholders that the Company raises
equity through a private placement at the current terms, in particularly in
light of the prevailing market conditions and the Company's need to finance the
Property Transaction. By structuring the equity raise as a private placement,
the Company is expected to raise equity efficiently, with a premium to the
current trading price. Investors seeking to acquire shares at or below the Offer
Price have had the opportunity to do so for a period of time following
announcement of the main terms of the transaction. As the Private Placement will
be completed at a subscription price higher than the current market price, the
Company is not contemplating a subsequent repair offering.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
connection with the Private Placement.

For further information, please contact:
Charlotte Knudsen, IR and Communications KMC Properties ASA, tel. +47 97561959

About KMC Properties ASA
KMC Properties is an Oslo Børs-listed real estate company focusing on
industrial- and logistic properties. The company has a diversified portfolio of
properties, mainly in the Nordics and the Netherlands. The properties are
strategically located and have long lease agreements with solid tenants.

KMC Properties has an ambitious strategy to grow the portfolio through further
development of existing properties, as well as M&A initiatives.

Important information
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. The
Company does not intend to register any portion of this offering in the United
States or to conduct a public offering in the United States. Copies of this
announcement are not being, and should not be, distributed in or sent into the
United States.

It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions.

In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc.") of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area which has implemented the
Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”)
(each, a “Relevant Member State”) will be made pursuant to an exemption under
the Prospectus Regulation, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of securities. Accordingly
any person making or intending to make any offer in that Relevant Member State
of securities which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
the Company or any of the joint global coordinators to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorised, nor
do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorised, nor do they authorise, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.

The Managers and/or any of their affiliates or any of their respective
directors, officers, employees, advisers, agents or any other person(s) do not
accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Company or associated companies. The Managers are acting
exclusively for the Company and no-one else in connection with the Private
Placement and will not regard any other person as their client in relation to
the Private Placement and will not be responsible to anyone other than the
Company for providing the protections afforded to their clients.

The issue, subscription, or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

Forward-looking statements:
This announcement and any materials distributed in connection with this release
may contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the Company's
current expectations and assumptions as to future events and circumstances that
may not prove accurate. Several material factors could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements.

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