KMC Properties - Agreement for transformative acquisition of NOK 2.0 billion real estate portfolio from BEWI

30.06.2022 06:01

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. A wholly owned subsidiary of KMC Properties ASA ("KMC Properties" or the "Company"), a real estate company focusing on industrial and logistic properties, has today entered into an agreement with BEWI ASA ("BEWI") for the acquisition of up to 24 properties and one land plot with a gross asset value of up to approximately NOK 2.0 billion. In connection with the transaction (the "Property Transaction"), long term triple net rental agreements will be entered into for the properties. "This is a transformative transaction for KMC Properties. We are acquiring a sizeable and attractive portfolio of facilities with solid tenants, sound WAULT and a significant additional development potential. We will enter long-term rental contracts with tenants we know well, and a type of facilities we know well, enabling us to leverage on our existing organisation's competencies and capacities to deliver solid margins going forward. With this acquisition, we take a significant step towards bringing KMC Properties closer to the communicated strategic target of NOK 8 billion in total asset value by 2025," says Liv Malvik, CEO of KMC Properties. The Property Transaction includes up to 24 properties and one land plot composed of a total 244 415 sqm gross area (BTA) of buildings and 999 714 sqm BTA of land, with a gross yield of 6.31 per cent. The Property Transaction is governed by a sale and purchase agreement (the "SPA") with BEWI and reflecting a total gross asset value of up to approximately NOK 2.0 billion. 19 of the properties are owned by Jackon Holding AS, which BEWI is in the process of acquiring, pending final approvals from relevant competition authorities. Hence, completion of the Property Transaction is subject to closing of BEWI's acquisition of Jackon Holding. In connection with the Property Transaction, long term triple net rental agreements, averaging an initial lease of 16.5 years, will be entered into for the properties with the current users. The Company is under the SPA obligated to acquire the Norwegian and Swedish properties comprised by the agreement valued to approximately NOK 970 million, including 12 properties and one land plot composed of a total 91 867 sqm BTA of buildings and 355 104 sqm BTA of land, with a gross yield of 6.31 per cent. Further, KMC Properties has an exclusive right to acquire the remaining part of the portfolio, including properties in Germany, Belgium, Poland, Finland, and Denmark, within twelve months from today. KMC Properties intends to utilize the exclusive right. The acquired portfolio aligns with KMC Properties' core sector of light industrial properties and long-standing working relationship with BEWI. "The agreement with BEWI fits fully with our communicated strategy of entering long lease agreements with solid tenants for properties with strategic locations, as well as following existing tenants' expansion. This additional property portfolio will provide us with a strengthened market position and a new platform for accelerated value creation," says Liv Malvik, CEO of KMC Properties. KMC Properties will finance the Property Transaction by a combination of new equity, drawings on existing loan facilities, new committed loans, and cash on balance sheet and from operations. Accordingly, the Company is contemplating a private placement of new shares to be conducted in the third quarter of 2022 to raise gross proceeds in the amount of NOK 350 million (the "Private Placement"), subject to prevailing market conditions. The net proceeds from the Private Placement will be used to finance the acquisition of the Norwegian and Swedish properties in the Property Transaction, in addition to other announced projects and growth pipeline initiatives, such as the development of the packaging hub at Hitra, Norway for BEWI and the salmon slaughterhouse for Slakteriet AS, and the acquisition of two industrial properties in Denmark as announced on 19 May 2022. Further, the Company is in discussions regarding the acquisition of another property in Norway. The Private Placement is fully underwritten by a group of investors including BEWI Invest AS and HAAS AS at a minimum subscription price of NOK 8 per share. BEWI Invest AS, the Company's largest shareholder, will at least be allocated a percentage of the new shares in the Private Placement equal to its holding in the Company. The underwriters will receive a 4 per cent underwriting commission based on the sum of the respective underwriter's commitment. The Company's obligation to pay the underwriting commission will be settled by issuance of new shares at the same price as the other shares in the Private Placement. Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are financial advisors and Advokatfirmaet Thommessen AS is legal advisor to KMC Properties in connection with the Private Placement. Pareto Securities AS and Advokatfirmaet Thommessen AS are also financial advisor and legal advisor, respectively, to the Company in connection with the Property Transaction. Pursuant to section 3-19 of the Norwegian Public Companies Act a notification signed by the competent board members of the Company has been attached hereto and is also published on the Company's website www.kmcp.no. KMC Properties' portfolio currently, prior to the Property Transaction, consists of 46 properties (excluding the property in Russia held for sale), primarily in the Nordics, constituting approximately 377,000 sqm in total. For further information, please contact: Liv Malvik, CEO of KMC Properties ASA, tel. +4748003175 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 (MAR) article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CEST on 30 June 2022. Important information This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is 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. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer. The Managers and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies. The Managers are acting exclusively for the Company and no-one else in connection with the Private Placement and will not regard any other person as their client in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their clients. 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. Forward-looking statements: This announcement 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. Several material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.