Reference is made to the stock exchange announcement made by KMC Properties ASA
("KMCP" or the "Company") on 17 July 2024 regarding the intended purchase offer
by KMCP for shares in Logistea AB (publ.) ("Logistea") received by the Company
as consideration (the "Consideration Shares") for all shares in the Company's
subsidiary KMC Properties HoldCo AS.
On 5 July 2024, the extraordinary general meeting of the Company resolved to
distribute Consideration Shares worth NOK 2,665,000,000 (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
"Record Date")) (the "Eligible Shareholders"). The First Distribution Shares,
consisting of 10,991,854 A-shares and 145,015,714 B-shares in Logistea, were
distributed to the Eligible Shareholders in the second half of July 2024.
The Company today makes a limited purchase offer for First Distribution Shares
to Eligible Shareholders who still hold the First Distribution Shares (the
"Purchase Offer"). Furthermore, Eligible Shareholders holding First Distribution
Shares in the form of Norwegian Depository Receipts are offered to have their
Norwegian Depository Receipts exchanged to the underlying number of Logistea
shares (the "Exchange Offer"). Attached to this stock exchange announcement is
the Company's offer letter to its Eligible Shareholders (the "Offer Letter")
setting out the terms and conditions of the Purchase Offer and the Exchange
Offer.
The acceptance period for the Purchase Offer is from 21 August 2024 to 23:59
CEST on 30 August 2024. Acceptance of the Purchase Offer must be made by
completing, signing and submitting the acceptance form included as Appendix 1 to
the Offer Letter in time for the acceptance form to be received by DNB Bank ASA
by 23:59 CEST on 30 August 2024 at the latest.
For additional information, please contact: Christian Linge, tel: +47 466 37
846, email: christian.linge@kmcp.no
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. 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. 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.
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")