KMC Properties ASA - Contemplated private placement of new shares up to NOK 300 million

16.09.2021 14:45

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. KMC Properties ASA (the "Company"), a real estate company focusing on industrial and logistic properties, has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as Joint Lead Managers and Bookrunners (together the "Managers") to advise on and effect a private placement of new shares in the Company (the "New Shares") with gross proceeds of up to NOK 300 million (the "Private Placement"). The net proceeds from the Private Placement will be used to redeem amounts drawn under the Company's revolving credit facility in connection with recent acquisitions and greenfield projects, and to fund the company's tangible and actionable pipeline of new growth opportunities. The Company's largest shareholder, EBE Eiendom AS, has pre-committed to subscribe for its pro-rata share of the Private Placement (approx. 41.4 per cent). In the case of strong demand, the allocation to EBE Eiendom AS may be scaled back to enhance the overall free float in the Company's shares. The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The final offer size and the offer price in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding period for the Private Placement commences today, 16 September 2021 at 16:30 CET, and ends on 17 September 2021 at 08:00 CET. The Company may, in consultation with the Managers, at any time and at its sole discretion close or extend the bookbuilding period. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly. Allocation of the shares in the Private Placement will be determined after the expiry of the bookbuilding period. The allocation will be made at the discretion of the Board in consultation with the Managers. Delivery of the allocated shares will, in order to facilitate delivery-versus- payment on a T+2 basis (expected to be on or about 21 September 2021) and delivery of already listed shares to the subscribers, be made by delivery of existing and unencumbered shares in the Company made available to the Managers by EBE Eiendom AS pursuant to a share lending agreement. The shares subscribed in the Private Placement will thus be tradable from allocation, expected to be on or about 17 September 2021. The Managers will settle the share loan with new shares in the Company to be issued by a resolution of the Board pursuant to an authorisation granted by the annual general meeting held on 2 June 2021. Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the bookbuilding period and to increase the share capital of the Company by the issuance of the New Shares and (ii) payment being received for the Offer Shares. The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, as well as the limited dilution effects of the transaction, is in the common interest of the shareholders of the Company. The Company may, however, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 16 September 2021 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. In parallel with the Private Placement, the Company will also carry out a limited share offering of up to NOK 6.4 million to employees of the Company. Any such shares will be issued at the final offer price in the Private Placement at a discount of 20 per cent and be subject to a three year-lock-up. DNB Markets, a part of DNB Bank ASA and Pareto Securities AS act as joint lead managers and bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as legal counsel to the Company. For further information, please contact: Liv Malvik, CEO KMC Properties ASA, tel. +4748003175 Kristoffer Holmen, CFO KMC Properties ASA, tel. +47 928 14 862 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 in the Nordics and the Netherlands, as well as an office building in Moscow, Russia. 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. The information is such that KMC Properties ASA is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 16:45 CET on 16 September 2021. Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State). 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. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release. Forward-looking statements: This release 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. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.