KMC PROPERTIES ASA
KMCP
ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
KMC Properties ASA – Launch of the Offering and commencement of the application period
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 13 April 2026: Reference is made to the stock exchange announcement published by KMC Properties ASA (the "Company" or "KMCP") on 9 February 2026 regarding the resolution by the extraordinary general meeting of the Company to approve the ongoing statutory all-share merger pursuant to Chapter 13 of the Norwegian Public Limited Liability Companies Act (the "Merger"), and the contemplated retail offering in the Company (the "Offering"). Reference is further made to the stock exchange announcement published by the Company on 31 March 2026 regarding the approval by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) of the prospectus prepared by the Company (the "Prospectus") in connection with the Offering.
The Offering comprises a retail offering to the public in Norway of no less than 120,000 and up to 400,000 new shares in the Company (the "Offer Shares"), at a fixed offer price of NOK 25 per Offer Share. The Offer Shares issued upon completion of the Offering will be delivered as new shares in KMCP, as the combined company following completion of the Merger (the "Combined Company"). The final number of Offer Shares to be issued will be determined based on the number of applications received in the Offering.
The Offering will be completed in order to fulfil the requirement set by the Oslo Stock Exchange for the Combined Company to have at least 500 shareholders holding shares for a value of minimum NOK 10,000 each, not including shareholders who are associated with the Combined Company, as set out in Section 3.1.4.2 (3) of Euronext Oslo Børs /Euronext Expand Rule Book II – Issuer Rules. Therefore, and as further set out in Section 6.6 of the Prospectus, the primary consideration when determining allocations in the Offering will be to achieve this purpose.
The application period for the Offering will commence today, on 13 April 2026 at 09:00 hours (CEST) and expire at 16:30 hours (CEST) on 20 April 2026 (the "Application Period"). The Application Period may be extended, but in no event beyond 16:00 hours (CEST) on 4 May 2026. In the event of an extension, relevant dates in the Offering may be changed accordingly.
The minimum application amount in the Offering is NOK 12,500 and the maximum application amount is NOK 200,000. Applications for Offer Shares can be made during the Application Period, through the online application system of Euronext Securities Oslo (Nw.: Verdipapirsentralen) (the "VPS"), by following the link to such application system on the Mangers' (as defined below) websites, or by using the application form appended to the Prospectus. Correctly completed application forms may be submitted to one of the Managers, to the address, and in line with the application procedures, set out in the Prospectus. Please note that applications cannot be made through Nordnet.
More information about the Merger and the Offering is included in the Prospectus. The Prospectus was published on 31 March 2026 and is, subject to regulatory restrictions in certain jurisdictions, available at the websites www.danskebank.no/BEWIInvest, www.dnb.no/emisjoner, and www.sb1markets.no/transaksjoner.
Completion of the Offering is conditional upon the Combined Company satisfying the conditions for a (continued) listing on Euronext Oslo Børs, alternatively Euronext Expand, and the Merger being completed. Reference is made to Section 6.14 of the Prospectus for more information.
The Merger is expected to be completed on or about 23 April 2026, and delivery of the Offer Shares is expected to take place on or about 24 April 2026 through the facilities of the VPS. Trading in the new shares issued as consideration shares in the Merger and the Offer Shares on the Oslo Stock Exchange, or alternatively Euronext Expand, is expected to commence shortly after completion of the Merger, on or about 24 April 2026. Please note that the Offer Shares will not be tradable for the respective investor until registration of the share capital increase pertaining to the Offering is registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret), in addition to payment and delivery of the Offer Shares to the applicants VPS account. All dealings in the Offer Shares prior to settlement and delivery are at the sole risk of the parties concerned.
Danske Bank A/S, NUF, DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS, are acting as managers for the Offering (the "Managers").
For further information, please contact:
Christian Linge, CEO Tel. +47 466 37 846 Email: christian.linge@kmcp.no
This information is subject to the disclosure requirements pursuant to Euronext Oslo Rulebook II for companies listed on Euronext Oslo Børs and Section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company or BEWI Invest AS ("BE-IN") (being the surviving entity and the transferor, respectively, in the Merger) in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company and BE-IN may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company and BE-IN have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Managers.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in qthat 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.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are 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. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Managers are acting for the Company in connection with the Offering and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Offering or any transaction or arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company and BE-IN believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company or BE-IN. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.