KMC Properties ASA – Completion of combination with Logistea AB (publ)

11 Jul 2024 11:15 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO 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.

Reference is made to the stock exchange announcements made by KMC Properties ASA
("KMCP" or the "Company") on 14 June 2024 regarding the transaction agreement
entered into with Logistea AB (publ) ("Logistea") and to the stock exchange
announcement made by KMCP on 3 July 2024 regarding the distribution of
consideration shares in Logistea to the shareholders of KMCP, including the
information letter distributed to the shareholders of KMCP.

The transaction between the Company and Logistea, whereby Logistea acquire 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
consideration to KMCP in the form of newly issued Logistea shares (the
"Transaction"), has today been completed.

The board of directors of Logistea has, by use of the authorization granted by
the extraordinary general meeting in Logistea on 9 July 2024, resolved to issue
16,263,577 class A-shares and 214,551,706 class B-shares to KMCP as
consideration in the Transaction (the "Consideration Shares").

Following completion of the Transaction, Logistea has published a prospectus
regarding the admission to trading of the newly issued consideration shares on
Nasdaq Stockholm. The prospectus has today been approved and registered by the
Swedish Financial Supervisory Authority (the "SFSA"). The prospectus is
available at Logistea's website, www.logistea.se, and will also be available at
the SFSA's website.

As resolved by the Company's general meeting on 5 July 2024, KMCP will
distribute approximately 80% of the Consideration Shares (the "First
Distribution Shares") 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"). It is expected that the First Distribution Shares will be
distributed to the Company's Eligible 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, as further outlined in the stock exchange announcement
made by the Company on 3 July 2024, which also contains additional information
on how Eligible Shareholders will receive the First Distribution Shares.
Eligible Shareholders have the option to either receive the First Distribution
Shares on Swedish deposit account appointed by them or by receiving Norwegian
Depository Receipts representing such shares on their VPS account.

KMCP will pursue opportunities which will have a different profile than the
combined company formed in Logistea and will seek to remain listed on the Oslo
Stock Exchange. Stig Wærnes will continue as the CEO of KMCP.

For additional information, please contact:
Stig Wærnes
+47 915 66 386
stig.waernes@kmcp.no

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"); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). In the United Kingdom, any investment
or investment activity to which this communication relates is available only to,
and will be engaged in only with, relevant persons. Persons who are not relevant
persons should not take any action on the basis of this press release and should
not act or rely on it.

This press release does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the new securities. Any investment decision to acquire or
subscribe for securities in Logistea or KMCP must be made on the basis of all
publicly available information relating to Logistea and KMCP and their
securities, respectively. Such information has not been independently verified.
The advisors to KMCP and Logistea is acting for KMCP or Logistea in connection
with the Transaction and no one else and will not be responsible to anyone other
than KMCP or Logistea for providing the protections afforded to its clients nor
for giving advice in relation to the Transaction or any other matter referred to
herein.

This press release does not constitute an invitation to warrant, subscribe, or
otherwise acquire or transfer any securities in any jurisdiction. This press
release does not constitute a recommendation for any investors' decisions
regarding the Transaction, Logistea or KMCP. Each investor or potential investor
should conduct a self-examination, analysis and evaluation of the business and
information described in this press release and any publicly available
information.

Forward-looking statements
This press release contains certain forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified by
words such as "believe", "expect", "anticipate", "intends", "estimate", "will",
"may", "continue", "should" and similar expressions. The forward-looking
statements in this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions. These assumptions are inherently
subject to significant known and unknown risks, uncertainties, contingencies and
other important factors which are difficult or impossible to predict and are
beyond its control. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements.

The combined company's actual results of operations, including the combined
company's financial condition and liquidity and the development of the industry
in which the combined company operates, may differ materially from and be more
negative than those made in, or suggested by, the forward-looking statements
contained in this press release. Factors, including risks and uncertainties that
could cause these differences include, but are not limited to risks associated
with implementation of the combined company's strategy, risks and uncertainties
associated with the combined company's ability to develop new services and
enhance existing services, the impact of competition, changes in general economy
and industry conditions, and legislative, regulatory and political factors.

The information, opinions and forward-looking statements contained in this press
release speak only as at its date and are subject to change without notice. The
Company does not undertake any obligation to review, update, confirm or release
publicly any revisions to any forward-looking statements to reflect events that
occur or circumstances that arise in relation to the content of this
communication.

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