Publication of prospectus and launch of subscription period for the Subsequent Offering in KMC Properties ASA

12.10.2021 14:45

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. KMC Properties ASA (the "Company") refers to the stock exchange announcements published on 16 September 2021 by the Company announcing the successful completion of a private placement of new shares in the Company, raising gross proceeds of NOK 300 million (the "Private Placement"), and a potential subsequent offering (the "Subsequent Offering"). The Company has today registered a national prospectus (the "Prospectus") with the Norwegian Register of Business Enterprises in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control or approval of the Prospectus. This Prospectus does not constitute an EEA-prospectus. The Prospectus can be obtained electronically by downloading it from www.dnb.no/emisjoner and www.paretosec.com/updates/transactions. The Prospectus will be available prior to the start of the Subscription Period (as defined below). The Subsequent Offering comprises the issue of up to 1,875,000 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.20, at a subscription price of NOK 8.00 per share, which is equal to the subscription price in the Private Placement. Total gross proceeds will amount to approximately NOK 15 million if all the Offer Shares are allocated. The Subsequent Offering is directed towards existing shareholders in the Company as of 16 September 2021 (as registered in the Norwegian Central Securities Depository (the "VPS") on 20 September 2021 (the "Record Date"), 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 ("Eligible Shareholders"). Each Eligible Shareholder will receive 0.121188 non-tradeable subscription rights (the "Subscription Rights") for each share held by such Eligible Shareholder in the Company as of the Record Date. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering, rounded down to the nearest whole share. Over-subscription will be permitted ; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without subscription rights will not be permitted. The subscription period will commence on 13 October 2021 at 09:00 hours (CEST) and end on 27 October 2021 at 16:30 hours (CEST) (the ´´Subscription Period´´). In order to subscribe for shares, one of the Managers (as defined below) must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 28 October 2021. The due date for payment of the Offer Shares is on 1 November 2021 (the "Payment Date´´). The Offer Shares are expected to be delivered to the subscriber's VPS account on or about 9 November 2021. DNB Markets, a part of DNB Bank ASA and Pareto Securities AS act as Managers in the Subsequent Offering. Advokatfirmaet Schjødt AS acts as legal advisor 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 12 October 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 Subsequent Offering 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 Subsequent Offering 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.