Reference is made to the stock exchange announcement made by KMC Properties ASA
("KMCP" or the "Company") on 11 July 2024 regarding the completion of the
combination of the Company and Logistea AB (publ.) ("Logistea") (the
"Transaction").
The Transaction was 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.
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").
As previously communicated in a separate stock exchange announcement published
by KMCP on 14 June 2024, the Company intends to initiate a limited purchase
offer of such First Distribution Shares distributed to its Eligible Shareholders
(the "Purchase Offer"). The Purchase Offer is intended to facilitate for
liquidity to Eligible Shareholders receiving First Distribution Shares and who
wish to divest such shares.
Certain large shareholders of the Company, i.e. Bewi Invest AS, M2 Asset
Management AB and Flugfiskaren AB (Nordika), together holding approximately 63.9
per cent of the shares and votes in the Company had already in previous
communication undertaken not to participate in the Purchase Offer. In addition
to the above shareholders, HAAS AS has also communicated that they will not
participate in the Purchase Offer bringing the non-participating holding to
approximately 75.1 per cent and consisting of the four largest shareholders.
In the Purchase Offer, each KMCP shareholder who has received First Distribution
Shares will be offered to sell a portion of up to 20% of the First Distribution
Shares received. All Eligible Shareholders will be entitled to sell First
Distribution Shares with respect to a holding of 1,250 KMCP shares on the Record
Date. This means that Eligible Shareholders holding 1,250 or less KMCP shares on
the Record Date will be entitled to sell all of their First Distribution Shares.
Eligible Shareholders holding more than 1,250 KMCP shares on the Record Date
will in addition be entitled to sell up to 20% of their excess First
Distribution Shares.
The Purchase Offer will encompass both First Distribution Shares delivered to
Swedish deposit accounts as well as First Distribution Shares delivered as
Norwegian Depository Receipts, and the Purchase Offer will encompass both
Logistea A shares and Logistea B shares on a pro-rata basis.
Acceptance of the Purchase Offer will be subject to the Eligible Shareholders
entering into a lock-up undertaking by which they undertake not to sell or
otherwise transfer their remaining First Distribution Shares for a period of
three months for 50% of their First Distribution Shares and six months for the
remaining 50% of the First Distribution Shares.
The Purchase Offer is currently contemplated to be initiated in August 2024 at
market terms, with a discount to the prevailing market price of the Logistea
shares to cover transaction expenses for the Company and also to reflect the
market risk of the Company relating to such transaction and the intended
subsequent structured block trade of the same shares referred to below.
The Purchase Offer will inter alia be subject to final KMCP board approval and
no material adverse change having occurred. The Purchase Offer will be financed
by a loan facility of up to NOK 300 million made available by DNB Bank ASA (the
"Facility") which will also constitute the maximum amount payable by KMCP in the
Purchase Offer. Logistea shares received by KMCP and not distributed to
Eligible Shareholders as First Distribution Shares will, together with any
purchased Logistea shares, be used as collateral for the Facility.
Shortly following completion of the Purchase Offer, KMCP intends to sell the
purchased shares in a structured block trade. Further announcements on the
Purchase Offer, including the final price to be offered, the acceptance period
and the actions to be taken by Eligible Shareholders who desire to accept the
offer, will be communicated by KMCP in due course.
For additional information, please contact:
Christian Linge, christian.Linge@kmcp.no