KMC PROPERTIES ASA
KMCP
ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
KMC Properties ASA – Final results of the Offering
Oslo, 21 April 2026: Reference is made to the stock exchange announcement published by KMC Properties ASA (the "Company" or "KMCP") on 31 March 2026 regarding the approval by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) of a prospectus (the "Prospectus"), on 13 April 2026 regarding the retail offering in the Company (the "Offering") and commencement of the application period in the Offering and further on 20 April 2026 regarding the extension of the application period. The application period for the Offering expired earlier today, on 21 April 2026 at 16:30 hours (CEST).
The Company hereby announces the final results of the Offering, which comprised an offering to the public in Norway of no less than 120,000 and up to 400,000 shares in the Company (which following completion of the ongoing merger (the "Merger"), as initially announced on 9 February 2026, will be the combined company) (the "Offer Shares"), at a fixed offer price of NOK 25 per Offer Share. The Company has received valid applications for a total of 273,820 Offer Shares.
The final allocation of the Offer Shares in the Offering has now been completed, based on the allocation criteria set out in the Prospectus. The board of directors of the Company has allocated a total of 273,820 Offer Shares in the Offering, based on valid applications received during the application period. Notifications of allocated Offer Shares and the corresponding amount to be paid by each applicant are expected to be distributed on or about 22 April 2026. Payment for the allocated Offer Shares falls due on 24 April 2026 in accordance with the payment procedures described in the Prospectus.
The attached forms set out details for the allocation of Offer Shares to persons who will be primary insiders in the combined company upon the completion of the Merger on or about 24 April 2026, and their close associates.
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. Through the Offering, the combined company is expected to have a sufficient number of shareholders as required for listing on Euronext Oslo Børs. Reference is made to Oslo Børs' announcement on the ticker BINT on 17 April 2026 for more information. The Merger is expected to be completed on or about 24 April 2026, and delivery of the Offer Shares is expected to take place on or about 27 April 2026 through the facilities of Euronext Securities Oslo (Nw.: Verdipapirsentralen) (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 27 April 2026. Please note that the Offer Shares will not be tradable for the respective applicant until registration of the share capital increase pertaining to the Offering 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.
More information about the Merger and the Offering is included in the Prospectus which is, subject to regulatory restrictions in certain jurisdictions, made available at www.danskebank.no/BEWIInvest, www.dnb.no/emisjoner, and www.sb1markets.no/transaksjoner.
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, Article 19 of Regulation EU 596/2014 (the EU Market Abuse Regulation) 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 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. 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.