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KMC Properties ASA – Launch of the Offering and commencement of the application period
13 Apr 2026 08:00 CEST
Issuer
KMC Properties ASA
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Oslo, 13 April 2026: Reference is made to the stock exchange announcement
published by KMC Properties ASA (the "Company" or "KMCP") on 9 February 2026
regarding the resolution by the extraordinary general meeting of the Company to
approve the ongoing statutory all-share merger pursuant to Chapter 13 of the
Norwegian Public Limited Liability Companies Act (the "Merger"), and the
contemplated retail offering in the Company (the "Offering"). Reference is
further made to the stock exchange announcement published by the Company on 31
March 2026 regarding the approval by the Financial Supervisory Authority of
Norway (Nw.: Finanstilsynet) of the prospectus prepared by the Company (the
"Prospectus") in connection with the Offering.
The Offering comprises a retail offering to the public in Norway of no less than
120,000 and up to 400,000 new shares in the Company (the "Offer Shares"), at a
fixed offer price of NOK 25 per Offer Share. The Offer Shares issued upon
completion of the Offering will be delivered as new shares in KMCP, as the
combined company following completion of the Merger (the "Combined Company").
The final number of Offer Shares to be issued will be determined based on the
number of applications received in the Offering.
The Offering will be completed in order to fulfil the requirement set by the
Oslo Stock Exchange for the Combined Company to have at least 500 shareholders
holding shares for a value of minimum NOK 10,000 each, not including
shareholders who are associated with the Combined Company, as set out in Section
3.1.4.2 (3) of Euronext Oslo Børs /Euronext Expand Rule Book II – Issuer Rules.
Therefore, and as further set out in Section 6.6 of the Prospectus, the primary
consideration when determining allocations in the Offering will be to achieve
this purpose.
The application period for the Offering will commence today, on 13 April 2026 at
09:00 hours (CEST) and expire at 16:30 hours (CEST) on 20 April 2026 (the
"Application Period"). The Application Period may be extended, but in no event
beyond 16:00 hours (CEST) on 4 May 2026. In the event of an extension, relevant
dates in the Offering may be changed accordingly.
The minimum application amount in the Offering is NOK 12,500 and the maximum
application amount is NOK 200,000. Applications for Offer Shares can be made
during the Application Period, through the online application system of Euronext
Securities Oslo (Nw.: Verdipapirsentralen) (the "VPS"), by following the link to
such application system on the Mangers' (as defined below) websites, or by using
the application form appended to the Prospectus. Correctly completed application
forms may be submitted to one of the Managers, to the address, and in line with
the application procedures, set out in the Prospectus. Please note that
applications cannot be made through Nordnet.
More information about the Merger and the Offering is included in the
Prospectus. The Prospectus was published on 31 March 2026 and is, subject to
regulatory restrictions in certain jurisdictions, available at the websites
www.danskebank.no/BEWIInvest, www.dnb.no/emisjoner, and
www.sb1markets.no/transaksjoner.
Completion of the Offering is conditional upon the Combined Company satisfying
the conditions for a (continued) listing on Euronext Oslo Børs, alternatively
Euronext Expand, and the Merger being completed. Reference is made to Section
6.14 of the Prospectus for more information.
The Merger is expected to be completed on or about 23 April 2026, and delivery
of the Offer Shares is expected to take place on or about 24 April 2026 through
the facilities of the VPS. Trading in the new shares issued as consideration
shares in the Merger and the Offer Shares on the Oslo Stock Exchange, or
alternatively Euronext Expand, is expected to commence shortly after completion
of the Merger, on or about 24 April 2026. Please note that the Offer Shares will
not be tradable for the respective investor until registration of the share
capital increase pertaining to the Offering is registered with the Norwegian
Register of Business Enterprises (Nw.: Foretaksregisteret), in addition to
payment and delivery of the Offer Shares to the applicants VPS account. All
dealings in the Offer Shares prior to settlement and delivery are at the sole
risk of the parties concerned.
Danske Bank A/S, NUF, DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS,
are acting as managers for the Offering (the "Managers").
For further information, please contact:
Christian Linge, CEO
Tel. +47 466 37 846
Email: christian.linge@kmcp.no
This information is subject to the disclosure requirements pursuant to Euronext
Oslo Rulebook II for companies listed on Euronext Oslo Børs and Section 5-12 of
the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company or BEWI Invest AS
("BE-IN") (being the surviving entity and the transferor, respectively, in the
Merger) in the United States or any other jurisdiction. Copies of this document
may not be sent to jurisdictions, or distributed in or sent from jurisdictions,
in which this is barred or prohibited by law. The securities of the Company and
BE-IN may not be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act").
The securities of the Company and BE-IN have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the "Prospectus Regulation"). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company's registered office and,
subject to certain exceptions, on the website of the Managers.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in qthat Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are 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. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
The Managers are acting for the Company in connection with the Offering and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Offering or any transaction or arrangement referred to
in this announcement.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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.
Although the Company and BE-IN believes that these assumptions were reasonable
when made, 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 information, opinions and
forward-looking statements contained in this announcement speak only as at its
date and are subject to change without notice. This announcement is made by and
is the responsibility of, the Company. Neither the Managers nor any of their
affiliates makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any responsibility for the contents of
this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company or BE-IN. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither the Managers nor
any of their respective affiliates accepts any liability arising from the use of
this announcement.
More information:
Access the news on Oslo Bors NewsWeb site
Source
KMC Properties ASA
Provider
Oslo Børs Newspoint
Company Name
KMC PROPERTIES ASA
ISIN
NO0013711721
Symbol
KMCP
Market
Euronext Oslo Børs