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
Oslo, 9 October 2025.
Reference is made to the announcement on 16 September 2025 regarding the acquisition by Bekken Invest AS ("Bekken Invest" or the "Offeror") of 2,291,155 shares in KMC Properties ASA ("KMCP" or the "Company"), equivalent to 46.30% of the shares and votes in the Company, and that the Offeror would launch an unconditional mandatory cash offer for the remaining issued and outstanding shares in the Company (the "Shares") pursuant to Chapter 6 of the Norwegian Securities Act (the "Mandatory Offer").
The offer document for the Mandatory Offer (the "Offer Document") was approved by the Financial Supervisory Authority of Norway in its capacity as takeover supervisory authority today, on 9 October 2025.
The offer price in the Mandatory Offer is NOK 5.80 per Share. The acceptance period in the Offer will commence at 09:00 hours (CEST) tomorrow, on 10 October 2025, and will expire at 16:30 (CET) on 7 November 2025 (unless extended) (the "Offer Period"). The terms and conditions for the Offer, including procedures for how to accept the Offer, are set out in the Offer Document. The Offer can only be accepted on the basis of the Offer Document, and will not be made in any jurisdictions in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
The Offer Document will be sent to all shareholders registered in the Company's shareholder register in Euronext Securities Oslo as of 9 October 2025, in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available digitally at www.dnb.no/emisjoner and www.danskebank.no/KMCP and may be obtained free of charge at the offices of the DNB Carnegie, part of DNB Bank ASA ("DNB Carnegie" or the "Receiving Agent") at Dronning Eufemias Gate 30, 0191 Oslo, Norway, during ordinary office hours.
For information about procedures for accepting the Offer, please refer to Section 3.5 of the Offer Document. Questions regarding the procedure for accepting the Offer can be directed to the Receiving Agent at telephone +47 91 50 48 00 or by e-mail to retail@dnb.no.
Advisors
Danske Bank A/S NUF and DNB Carnegie are acting as financial advisors in connection with the Offer, while DNB Carnegie is also acting a Receiving Agent in connection with the settlement of the Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to Bekken Invest in connection with the 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 of the Norwegian Securities Trading Act.
About Bekken Invest
Bekken Invest is an industrial holding company with a portfolio primarily consisting of companies in the industries of manufacturing, real estate, and seafood. Bekken Invest has an office in Trondheim and employs two people. The company takes a long-term perspective on all its investments. Through active and responsible ownership, Bekken Invest has played a central role in the growth and value creation of its portfolio, where sustainability also plays a significant role.
Important notice
The Offer and the distribution of this announcement and other information in connection with the 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 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 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.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per Share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Share.
Forward-looking statements
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. By their nature, forward-looking statements involve risk and uncertainty because they reflect the companies' current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. 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 Offeror undertakes no 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 or otherwise.
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 Offer will be made by the Offeror and no one else.
The 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 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 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 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 Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the 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.