BEWI contemplates sale of c. 18 million B-shares in Logistea

03 Jun 2025 17:40 CEST

BEWI Invest AS (”BEWI”) has appointed DNB Carnegie, Nordea Bank Abp, filial i
Sverige and Swedbank AB (publ) (together ”Joint Bookrunners”) to explore the
conditions to sell approximately 18 million B-shares in Logistea AB (publ)
(”Logistea”) through an accelerated book building procedure (the ”Sale”).
Logistea has in connection with the Sale, in a separate press release, announced
that Logistea is exploring the conditions for carrying out a directed share
issue of approximately 36 million B-shares in Logistea through an accelerated
book building procedure (the ”Share Issue”, and together with the Sale, the
”Transaction”). In total, the Transaction comprises approximately 54 million
B-shares in Logistea. The accelerated book building procedure is being carried
out for both the Sale and the Share Issue and the subscription price in the
Transaction will be the same in both the Sale and the Share Issue.

The reason for BEWI’s sell-down is linked to its intention to adjust its capital
structure and to better equip BEWI for future possibilities. BEWI’s trust in
Logistea’s management remains strong and BEWI will continue to be a major
shareholder in Logistea following the Transaction, with close to 10 percent of
its gross assets invested in Logistea. With a current holding of approximately
11.3 percent of total capital and 15.0 percent of total votes in Logistea, BEWI
acknowledges that a diversification in the ownership base would be beneficial to
Logistea.

BEWI will undertake, with certain exceptions, not to sell or in other ways
dispose of shares in Logistea for a period of 90 calendar days after the
settlement date of the Transaction, without the consent of the Joint
Bookrunners.

DNB Carnegie, Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) are Joint
Bookrunners in connection with the Sale. Advokatfirman Cederquist is legal
adviser to BEWI.

For additional information, please contact:
Bjørnar André Ulstein, CEO, bau@bewiinvest.com

About BEWI Invest AS
BEWI Invest is a Norwegian industrial owner with a portfolio mainly comprised of
companies operating within three key segments: industrials, real estate, and
seafood. The group has a long-term perspective and has demonstrated a proven
track record of value creation and growth. Through active and responsible
ownership, BEWI Invest has been instrumental in the growth and value creation in
its portfolio companies with sustainability at the core. For more information:
www.bewiinvest.com

Important information
The release, announcement or distribution of this press release may, in certain
jurisdictions, be subject to restrictions according to law and recipients of
this press release in jurisdictions where this press release has been published
or distributed should inform themselves of and follow such legal restrictions.
The recipient of this press release is responsible for using this press release,
and the information contained herein, in accordance with applicable rules in
each jurisdiction. This press release does not constitute an offer to sell, or a
solicitation of any offer, to acquire or subscribe for any securities in
Logistea AB (the “Company”) in any jurisdiction, neither from the Company nor
from someone else.

This press release does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities in the United States. The securities
referred to herein may not be sold in the United States absent registration or
an exemption from registration under the US Securities Act of 1933, as amended
(the ”Securities Act”), and may not be offered or sold within the United States
absent registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. 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. The
information in this press release may not be announced, published, copied,
reproduced or distributed, directly or indirectly, in whole or in part, within
or into the United States, Australia, Japan, Canada, or in any other
jurisdiction where such announcement, publication or distribution of the
information would not comply with applicable laws and regulations or where such
actions are subject to legal restrictions or would require registration or other
measures than what is required under Swedish law. Actions taken in violation of
this instruction may constitute a crime against applicable securities laws and
regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129
(the ”Prospectus Regulation”) and has not been approved by any regulatory
authority in any jurisdiction. The Company has not approved any securities
offering to the public in any member state of the EES and no prospectus has been
published or will be published in connection with the Transaction. In each
member state of the EES, this message is only directed towards ”qualified
investors” in that member state in accordance with the definition in the
Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the
securities described herein is only being distributed to, and is only directed
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”
(according to the definition in article 86(7) of the British Financial Services
and Markets Act 2000) 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 British Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the ”Order”); or (ii) high net worth
entities falling within Article 49(2)(a)-(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 purport to identify, risks (direct or
indirect) that may be associated with an investment in the securities described
herein. Any investment decision in connection with the contemplated Sale must be
made on the basis of all publicly available information relating to the Company
and the Company’s shares. Such information has not been verified by the Joint
Bookrunners. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. This press
release does not constitute a recommendation for any investors' decisions
regarding the Transaction. Each investor or potential investor should conduct an
examination on their own, analysis and evaluation of the business and
information described in this press release and any publicly available
information. The price and value of the securities can decrease as well as
increase. Achieved results do not provide guidance for future results.

Information to distributors
In order to comply with the product governance requirements contained in: (a)
Directive 2014/65/EU of the European Parliament and of the Council on markets in
financial instruments, as consolidated, (”MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593, which complements MiFID II; and
(c) national implementing measures (together, the ”MiFID II Product Governance
Requirements”) and to disclaim any extra-contractual, intra-contractual or other
liability to which any ”manufacturer” (within the meaning of the MiFID II
Product Governance Requirements) may otherwise be subject, the shares of
Logistea have been subject to a product approval process, which has determined
that these shares are: (i) suitable for a target market consisting of retail
investors and investors meeting the criteria of professional clients and
eligible counterparties, as defined in MiFID II (the ”Positive Target Market”);
and (ii) suitable for distribution through all distribution channels permitted
under MiFID II. Distributors should note that: the price of Logistea’s shares
may fall and investors may lose all or part of their investment; that Logistea’s
shares are not subject to any guarantee of return or capital protection; and an
investment in Logistea’s shares is only suitable for investors who are not in
need of a guaranteed return or capital protection and who (alone or with the
assistance of an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such investment and have sufficient resources
to bear the losses that may result from such investment. Conversely, an
investment in the shares of Logistea is not suitable for investors who need full
capital protection or full repayment of the amount invested, cannot bear any
risk or who require a guaranteed or predictable return (the ”Negative Target
Market”, and together with the Positive Target Market, the ”Target Market”). The
Target Market assessment is without prejudice to any other requirements
regarding contractual, legal or regulatory sales restrictions in relation to the
Transaction. Furthermore, it should be noted that notwithstanding the Target
Market assessment, the Joint Bookrunners will only provide investors who meet
the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID II
or UK MiFIR; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the
shares in the Company.

Each distributor is responsible for undertaking its own target market assessment
in respect of the shares in the Company and determining appropriate distribution
channels.

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