KMC Properties ASA - Final result of Bekken Invest AS' Mandatory Offer

12.11.2025 09:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, HONG KONG, SOUTH KOREA, NEW ZEALAND, SOUTH AFRICA, JAPAN, THE PHILIPPINES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the stock exchange announcement on 9 October 2025 regarding the launch of the unconditional mandatory cash offer presented by Bekken Invest AS (the "Offeror") to acquire all outstanding shares (the "Shares") in KMC Properties ASA ("KMCP" or the "Company") not already owned by the Offeror at an offer price of NOK 5.80 per Share pursuant to the offer document (the "Offer Document") dated 9 October 2025 (the "Mandatory Offer"), in accordance with Chapter 6 of the Norwegian Securities Trading Act. Reference is also made to the stock exchange announcement on 7 November 2025 regarding the preliminary results of the Mandatory Offer. The acceptance period in the Mandatory Offer expired on 7 November 2025 at 16:30 hours (CET). The Offeror has received acceptances under the Mandatory Offer for 104,449 Shares, representing approximately 1.85% of the issued share capital and voting rights in KMCP. Following completion of the Mandatory Offer, and subject to due settlement of the Shares for which acceptances are received, the Offeror will increase its shareholding in KMCP from 2,980,810 Shares to 3,085,259 Shares, representing approximately 54.72% of the total issued share capital and voting rights in KMCP. Settlement of the Mandatory Offer to shareholders having accepted the Mandatory Offer in accordance with the terms set out in the Offer Document, will be made as soon as possible, and no later than by 21 November 2025. Advisors Danske Bank A/S NUF and DNB Carnegie are acting as financial advisors in connection with the Mandatory Offer, while DNB Carnegie is also acting as Receiving Agent in connection with the settlement of the Mandatory Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to the Offeror in connection with the Mandatory Offer. For further information, please contact the Offeror at: Karl-Erik Bekken, CEO of Bekken Invest AS +47 948 96 415 karl.bekken@bewiinvest.com This information is subject to the disclosure requirements pursuant to Section 5-12 and Section 6-18 of the Norwegian Securities Trading Act. Important Notice The Mandatory Offer and the distribution of this announcement and other information in connection with the Mandatory Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, Hong Kong, South Korea, New Zealand, South Africa, Japan and the Philippines. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to and does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Mandatory Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway. Shareholders of KMCP must rely upon their own examination of the Offer Document. Each shareholder should study the Offer Document carefully in order to be able to make an informed and balanced assessment of the Mandatory Offer and the information that is discussed and described therein. Shareholders should not construe the contents of this announcement as legal, tax or accounting advice, or as information necessarily applicable to each shareholder. Each shareholder should seek independent advice from its own financial and legal advisors prior to making a decision to accept the offer. Notice to U.S Holders U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commissions (the "SEC") thereunder. The offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S Holders on a basis comparable to the method that such documents are provided to the Company's other Shareholders to whom an offer is made. The Mandatory Offer will be made by the Offeror and no one else. The Mandatory Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Mandatory Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Mandatory Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Mandatory Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. Danske Bank A/S NUF and DNB Carnegie are acting exclusively for Bekken Invest and no one else in connection with the Mandatory Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Mandatory Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of Danske Bank A/S NUF and DNB Carnegie nor for giving advice in relation to the transaction or any other arrangement referred to in this announcement.