KMC Properties ASA - Private placement of new shares successfully completed

16.09.2021 21:06

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. Reference is made to the stock exchange announcement published on 16 September 2021 by KMC Properties ASA ("KMC Properties" or the "Company") regarding a contemplated private placement of new shares in the Company (the "New Shares") with gross proceeds of up to NOK 300 million (the "Private Placement"). KMC Properties is pleased to announce that the Private Placement has been successfully completed, through an allocation of 37,500,000 new shares in the Company at a price of NOK 8.00 per share. The gross proceeds from the Private Placement are thus NOK 300 million. The Private Placement was well received by both existing shareholders and new institutional investors. 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 following primary insiders have subscribed for and will be allocated shares in the Private Placement: * EBE Eiendom AS, represented on the board of directors through Stig Wærnes, will be allocated 5 million shares, * Tripla Invest AS, represented by Audun Aasen, COO of KMC Properties, will be allocated 375,000 shares, * Andyrs AS, represented by Anders Dyrseth, Board Member on the KMC Properties Board of Directors, will be allocated 250,000 shares, * Snewær AS, represented by Stig Wærnes, Chairman on the KMC Properties Board of Directors, will be allocated 126,733 shares, * and Liv Malvik, the CEO of KMC Properties will be allocated 25,000 shares in the Private Placement. The Company's free float following the Private Placement is expected to be approximately 25 per cent. Allocation to investors and payment instructions is expected to be communicated on or about 17 September 2021. The allocated shares will be settled with existing and unencumbered shares in the Company that are already listed at the Oslo Børs (part of the Euronext stock exchange) pursuant to a share lending agreement, to facilitate delivery on a delivery versus payment basis. The allocated shares will thus be tradable from allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company, which have been resolved issued by the Company's board of directors on 16 September 2021 pursuant to the authorisation granted by the Company's annual general meeting on 2 June 2021. Following registration of the share capital increase pertaining to the new shares with the Norwegian Register of Business Enterprises, the Company will have a registered share capital of NOK 55,849,309 divided into 279,246,544 shares, each with a nominal value of NOK 0.20. The Company will consider carrying out a subsequent offering with non-tradeable subscription rights of up to 1,875,000 new shares in the Company 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 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. Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. DNB Markets, a part of DNB Bank ASA and Pareto Securities AS (together the Managers) 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 23:00 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.