Oslo, 3 July 2024: Reference is made to the stock exchange announcements made by KMC Properties ASA ("KMCP" or the "Company") on 14 June 2024 regarding the transaction agreed with Logistea AB (publ.) ("Logistea") (the "Transaction").
The Transaction will be executed by Logistea acquiring all shares in KMC Properties HoldCo AS ("KMC HoldCo"), a wholly-owned subsidiary of KMCP, and thereby acquire all of the operations in the KMCP group, with payment in newly issued shares in Logistea (the "Consideration Shares") to KMCP.
As described in the abovementioned stock exchange announcements and in the notice of the extraordinary general meeting to be held on 5 July 2024 (the "EGM") it is contemplated that approximately 80% of the Consideration Shares (the "First Distribution Shares") will be distributed to the Company's shareholders in July 2024 and that the remaining Logistea shares then held by KMCP (the "Second Distribution Shares") will be distributed in late Q3 or early Q4 2024 on the basis of an audited interim balance sheet.
Following completion of the Transaction, and subject to approval by the EGM, the Company will distribute the First Distribution Shares as dividend in kind to the shareholders of the Company as of 5 July 2024 (as registered in Euronext Securities Oslo ("VPS") on 9 July 2024) (the "Eligible Shareholders"), corresponding to a NOK amount of 2,665,000,000, i.e. NOK 6.3949 per KMCP share.
As Logistea is a Swedish public limited company listed on Nasdaq Stockholm the Consideration Shares will upon issuance be registered with the Swedish Central Securities Depository ("VPC"), while shares in KMCP are registered with the Norwegian Central Securities Depository ("VPS"). As the Consideration Shares will be issued through the VPC, it will not be possible for the Company to distribute the First Distribution Shares to its shareholders via the VPS system.
Eligible Shareholders may either receive the First Distribution Shares on Swedish deposit account appointed by them or by receiving Norwegian Depository Receipts ("NDRs") representing such shares on their VPS account. Eligible Shareholders who desire to receive their First Distribution Shares on a Swedish deposit account will be required to take certain actions to facilitate for this. Eligible Shareholders who do not take such actions are expected to receive NDRs representing their First Distribution Shares.
Attached is the Company's letter to its shareholders providing additional information with respect to the above.
For additional information, please contact:
Christian Linge, interim CFO, tel: +47 466 37 846, email: christian.linge@kmcp.no
About KMC Properties ASA
KMCP 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, Belgium, Germany ,the Netherlands and Poland. The properties are strategically located and have long lease agreements with solid tenants. KMCP has an ambitious strategy to grow the portfolio through further development of existing properties, as well as M&A initiatives.
Important information
The release, publication or distribution of this press release may, in certain jurisdictions, be restricted by law and persons into whose possession this press release or any information referred to herein comes should inform themselves about and observe any such restrictions. This press release is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Australia, Canada, Hong Kong, Japan, South Africa or any other jurisdiction where such release, publication or distribution would constitute a violation of the relevant laws or regulations of such jurisdiction.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Hong Kong, South Africa or any other jurisdiction in which such offers or sales are unlawful (the "Excluded Territories").
The securities referred to in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this press release are being offered and sold only outside the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In addition, the securities issued in connection with the Transaction have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the other Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is being distributed only to, and is directed only at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new securities. Any investment decision to acquire or subscribe for securities in Logistea or KMCP must be made on the basis of all publicly available information relating to Logistea and KMCP and their securities, respectively. Such information has not been independently verified. The advisors to KMCP and Logistea is acting for KMCP or Logistea in connection with the Transaction and no one else and will not be responsible to anyone other than KMCP or Logistea for providing the protections afforded to its clients nor for giving advice in relation to the Transaction or any other matter referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Transaction, Logistea or KMCP. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information.
Forward-looking statements
This press release contains certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" 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. 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 combined company’s actual results of operations, including the combined company’s financial condition and liquidity and the development of the industry in which the combined company operates, may differ materially from and be more negative than those made in, or suggested by, the forward-looking statements contained in this press release. Factors, including risks and uncertainties that could cause these differences include, but are not limited to risks associated with implementation of the combined company’s strategy, risks and uncertainties associated with the combined company’s ability to develop new services and enhance existing services, the impact of competition, changes in general economy and industry conditions, and legislative, regulatory and political factors.
The information, opinions and forward-looking statements contained in this press release 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 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 communication.