NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement published by Storm Real Estate ASA (“Storm Real Estate” or the “Company”) on 17 November 2020, where the Company announced that it had entered into a transformative agreement to form a combined entity with KMC Properties (“KMC”) (the "Transaction"). Reference is further made to the stock exchange announcement of 8 December 2020 regarding launch of a NOK 300 million fully underwritten private placement in connection with the Transaction (the “Private Placement“).
Following completion of the placement, the Board of Storm Real Estate (the "Board") has on a conditional basis allocated a total of 42,857,142 new shares to a combination of new investors, existing shareholders and the underwriters. The shares have been allocated at the fixed offer price of NOK 7 per share, raising gross proceeds of approximately NOK 300 million. The net proceeds will, together with the recently completed bond issue, be used to finance the new company’s growth ambitions, including purchase and development of new properties, as well as expansion of existing properties. In addition, the proceeds will be used to refinance existing debt, as well as general corporate purposes.
Completion of the Private Placement remains subject to (i) the necessary corporate resolutions of the Company resolving to consummate the Private Placement, including approval by an extraordinary general meeting to be held on 18 December 2020 (the “EGM”), (ii) satisfaction or waiver of all conditions for completion of the Transaction; and (iii) payment and registration of the share capital increases in the Company pertaining to the Private Placement.
Notifications of conditional allotment and payment instructions are expected to be issued by the Joint Bookrunners on 14 December 2020.
The settlement date for the new shares is expected to be on or about 23 December 2020 on a delivery-versus-payment basis (DVP), facilitated by a prepayment agreement between the Company and the Joint Bookrunners. The new shares will be placed on a separate ISIN pending (i) expiry of the offer period under the mandatory offer described in the stock exchange notice published on 17 November 2020 (the "Mandatory Offer") and (ii) approval of a prospectus to be published by Storm Real Estate following completion of the Transaction. The new shares will not be comprised by the Mandatory Offer, and investors who are allocated offer shares in the Private Placement will hence not be able to tender their shares in the Mandatory Offer. The new shares are expected to be tradable on the Oslo Stock Exchange by end of January 2021. The Company may seek to register the new shares for trading on the Norwegian OTC Market (N-OTC) for the interim period until the prospectus is approved and the Mandatory Offer is completed.
Subject to approval by the EGM and market conditions, the Company expects to undertake a subsequent repair offering of shares (which may be comprised of new and/or existing shares in the Company) in the amount of NOK 30 million at the same offer price as in the Private Placement (the "Subsequent Offering"). Shareholders in the Company as of 11 December 2020 (as registered in the VPS on 15 December 2020) who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action will be granted subscription rights or preferential rights to subscribe for the shares in the Subsequent Offering. Following completion of the Transaction and the Private Placement, the Company's free float is expected to be approximately 11.6 per cent. In order to seek to increase this, the Company expects to allow over-subscriptions as well as subscriptions also from other investors. For the same reason, the Company may also increase the over-all size of the Subsequent Offering or consider other measures.
The shares to be issued in the Subsequent Offering will not be comprised by the Mandatory Offer as such Mandatory Offer will be completed prior to the commencement of the Subsequent Offering. Pending approval of the Prospectus and expiry of the offer period under the Mandatory Offer, the Subsequent Offering is expected to be initiated during January 2021.
Surfside Holding AS, a company controlled by Morten E. Astrup (board member in Storm Real Estate) was allocated 12,059,816 shares in the Private Placement. In connection with the allocation, Surfside Holding AS has agreed to sell 64,047 of these shares to EBE Eiendom AS at the Offer Price. Following completion of the Private Placement and this share sale, Morten E. Astrup will, indirectly through Surfside Holding AS and Aconcagua Management Ltd, control in total 25,585,077 shares and votes in the Company, equal to 11 per cent of the share capital of Storm Real Estate on a fully diluted basis taking into account all new shares to be issued as part of the Transaction.
Banan II AS, a company owned by a related party to board member Nini Neergaard and in which chair of the board Stein Aukner is CEO, was allocated 1,267,089 shares in the Private Placement. Following completion of the Private Placement, Banan II AS, will control in total 2,694,878 shares and votes in the Company, equal to 1.2 per cent of the share capital of Storm Real Estate on a fully diluted basis taking into account all new shares to be issued as part of the Transaction.
EBE Eiendom AS ("EBE Eiendom") was allocated 8,523,815 shares in the Private Placement. In addition, EBE Eiendom has agreed to acquire 64,047 shares initially allocated to Surfside Holding AS, at the Offer Price. Following completion of the Private Placement and this share acquisition, EBE Eiendom will control in total 95,544,391 shares and votes in the Company, equal to 41.1 per cent of the share capital of Storm Real Estate on a fully diluted basis taking into account all new shares to be issued as part of the Transaction.
Kverva Industrier AS ("Kverva") was allocated 4,261,907 shares in the Private Placement. Following completion of the Private Placement, Kverva will control in total 81,352,879 shares and votes in the Company. This equals 35 per cent of the share capital of Storm Real Estate on a fully diluted basis taking into account all new shares to be issued as part of the Transaction.
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.
For further information, please contact:
Liv Malvik, CEO KMC Properties AS, +47 480 03 175
Charlotte Knudsen, KMC Properties AS, tel. +47 9756 1959
Morten E. Astrup, Storm Real Estate ASA, tel. +41 78927 8855
About Storm Real Estate ASA
Storm Real Estate ASA is a Norway-based investment company active in the real estate sector. The company is quoted on the main list at the Oslo Stock Exchange (ticker STORM).
About KMC Properties AS
KMC Properties is a real estate company focusing on industrial- and logistic properties. The company has a diversified real estate portfolio consisting of 39 properties in the Nordics and in the Netherlands. The properties have long lease agreements (WAULT of approx. 11.8 years) with solid tenants, strategically located to key customers and key areas for the tenants. KMC Properties has a portfolio value of approximately NOK 3 billion and an ambitious strategy to grow the portfolio. The company will grow through both expansion and development of existing properties, as well as M&A initiatives.
This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any member state of the EEA ("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 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Joint Bookrunners nor any of their respective 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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.