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KMC Properties ASA

Regulatory Filings Jul 3, 2024

3645_rns_2024-07-03_bcbe4f44-2ec8-4b4d-8ac6-35897414d139.pdf

Regulatory Filings

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IMPORTANT INFORMATION – PLEASE READ CAREFULLY – ACTIONS TO BE CONSIDERED

Dear KMC Properties ASA shareholder,

3 July 2024

INFORMATION REGARDING COMPLETION OF THE COMBINATION WITH LOGISTEA AND DISTRIBUTION OF CONSIDERATION SHARES

1 BACKGROUND

Reference is made to the stock exchange announcement made by KMC Properties ASA ("KMCP" or the "Company") on 14 June 2024 regarding the agreed transaction with Logistea AB (publ.) ("Logistea") whereby Logistea will combine with KMCP (the "Transaction") by acquiring all of the operations in the KMC Properties group and pay consideration to KMCP in the form of 16,263,577 newly issued A-shares and 214,551,706 newly issued B-shares in Logistea (the "Consideration Shares"). The Consideration Shares will be admitted to trading on Nasdaq Stockholm. The number of Consideration Shares may be adjusted for certain defined leakages from the parties.

As described 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.

The purpose of this letter is to give shareholders in KMCP information about the procedures to receive the First Distribution Shares following the EGM.

2 DISTRIBUTION OF FIRST DISTRIBUTION SHARES

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. This dividend distribution includes approx. 80% of the Consideration Shares which the Company will receive in the Transaction.

As Logistea is a Swedish public limited company listed on Nasdaq Stockholm, the Consideration Shares will upon issuance be registered with Euroclear Sweden AB, the Swedish Central Securities Depository, ("VPC") with ISIN SE0017131329 for the Logistea A-shares and ISIN SE0017131337 for the Logistea B-shares, while the shares in KMCP are registered with the Norwegian Central Securities Depository ("VPS"). As the Consideration Shares will be issued through the VPC, the Company will not be able to distribute the First Distribution Shares (or the Second Distribution Shares) to its Eligible Shareholders through the VPS system.

Eligible Shareholders will have two alternative options with respect to the receipt of the First Distribution Shares.

Option 1 – Receipt of First Distribution Shares on a Swedish deposit account (Sw.: "Depåkonto")

Eligible Shareholders that would like to receive the First Distribution Shares directly must have access to a Swedish deposit account (Sw.: "depåkonto"). If the Eligible Shareholder does not have a Swedish deposit account then the Eligible Shareholder must reach out to a bank or broker and request them to open a Swedish deposit account or provide the Eligible Shareholder with information about a Swedish deposit account on which First Distribution Shares can be placed to the benefit of the Eligible Shareholder.

The Company suggest that Eligible Shareholders who prefer to receive First Distribution Shares on a Swedish deposit account reach out to the bank or broker currently proving them with a VPS account (Norw.: "Kontofører") for their holding of KMCP shares as soon as possible to arrange for a Swedish deposit account.

Eligible Shareholders that would like to receive the First Distribution Shares on a Swedish deposit account must complete the form included in Appendix 1 and send this to [email protected] prior to 9 July 2024 at 23:59 CEST.

Eligible Shareholders that completed and submitted the form referred to above prior to the above deadline are expected to receive their First Distribution Shares on or about 18 July 2024.

In addition, and prior to the receipt of the First Distribution Shares, all Eligible Shareholders choosing this option 1 must contact their broker/bank and inform that they are expecting to receive the First Distribution Shares on the Swedish deposit account filled out in Appendix 1 by the Eligible Shareholder when completing that form.

Fractions of the First Distribution Shares shall not be distributed, and the number of First Distribution Shares to each Eligible Shareholder shall be rounded down to the nearest whole number of First Distribution Shares of each class. Since fractions of First Distribution Shares represent a small value compared to the cost of distributing cash compensation for such fractions, these will not be compensated through cash payments to the Eligible Shareholders.

Option 2 – Receipt of Norwegian Depository Receipts

Eligible Shareholders who do not complete and submit the form included in Appendix 1 to [email protected] by 9 July 2024 are expected to receive Norwegian Depository Receipts ("NDRs") for their First Distribution Shares on the same VPS account where they as of 5 July 2024 (as shown in VPS on 9 July 2024) hold their KMCP shares.

Eligible Shareholders who would like to receive their First Distribution Shares in the form of NDRs do not have to take any action.

The NDRs represent the beneficial interests in the underlying First Distribution Shares which will be held in deposit by DNB Markets, a part of DNB Bank ASA ("DNB Markets"). DNB Markets will also act as the issuer of the NDRs. Each NDR will represent either one Logistea A-share or one Logistea B-share. The two classes of NDRs will be issued in VPS under Norwegian ISIN numbers. The holders of NDRs will not be able to exercise direct shareholder rights in Logistea. Holders of NDRs must exercise their shareholder rights through DNB Bank ASA which in turn will instruct the Swedish custodian holding the Logistea shares.

The NDRs will be transferable, but will not be listed on Nasdaq Stockholm or any other marketplace. To receive the underlying Logistea shares represented by the NDRs, each Eligible Shareholder must following receipt of NDRs contact DNB Markets Securities Services, Norway branch, to have them exchanged for Logistea shares and transferred to a Swedish deposit account. Based on the currently applicable price list from DNB Markets, such conversion will entail a cost of approx. NOK 1,500 (plus any costs pertaining to the Swedish deposit account arrangement).

Eligible Shareholders receiving NDRs representing their First Distribution Shares are expected to receive their NDRs by the end of July 2024.

Fractions of NDRs shall not be distributed, and the number of NDRs to each Eligible Shareholder shall be rounded down to the nearest whole number of NDRs of each class. Since fractions of NDRs represent a small value compared to the cost of distributing cash compensation for such fractions, these will not be compensated through cash payments to the Eligible Shareholders.

* * *

Any questions regarding the above may be directed to DNB Markets Securities Services, Sweden branch, at phone number +46 8 473 45 50 or by e-mail at [email protected].

Yours sincerely,

KMC Properties ASA

Appendix 1

FORM FOR SWEDISH DEPOSIT ACCOUNT INFORMATION

SWEDISH DEPOSITORY ACCOUNT INFORMATION FORM

For use when choosing a Swedish depository account for the receipt of Logistea Consideration Shares to be received in connection with the Transaction.

Settlement DNB Markets, a part of DNB Bank ASA,
Advisor: Sweden Branch
DNB Markets Securities Services
Regeringsgatan 59, 105 88 Stockholm
+46 8 473 45 50
[email protected]

ACCEPTANCE DEALINE: Eligible Shareholders must (i) have contacted their relevant bank/broker and completed the set-up of a Swedish depository account and (ii) properly completed the Information Form and submitted it to [email protected] prior to 9 July 2024 23:59 hours (CEST), to be able to receive the Consideration Shares on their stated Swedish depository account.

REQUIRED INFORMATION ON THE ELIGIBLE SHAREHOLDER – ALL FIELDS MUST BE COMPLETED

Full name of Eligible Shareholder.
Personal identification number, or, Company
registration number.
Contact details, phone, and e-mail address.
VPS account number for current holding of KMC
Properties ASA shares.
State your depositary account number for foreign
securities. To confirm the account number
together with the Standard Settlement Instructions
please contact your bank, broker, custodian or
financial adviser.
Bank name and bank's Standard Settlement
Instructions (SSI).
Contact details to the person/team at the receiving
bank/custodian (e-mail address preferred).
Mandatory for non-Swedish banks.

INSTRUCTIONS TO DNB CLIENTS: If you have an account for foreign shares with DNB ("VPU" or "ASK" account) please provide the account number or request the account number from [email protected]. If you wish to open an account with DNB, please log on to www.dnb.no and complete the following steps:

  • Go to "savings and investments" -> "equity trading" -> "international trade" -> click "establish international trading".
  • Once established, confirm registration to [email protected] simultaneously of submitting this Information Form.
  • If you are having issues with the account opening, please contact +47 915 08940 or email [email protected].

THE UNDERSIGNED HEREBY ACCEPTS TO RECEIVE THE CONSIDERATION SHARES IN LOGISTEA TO BE DISTRIBUTED BY KMCP ON A SWEDISH DEPOSIT ACCOUNT HELD BY THE UNDERSIGNED. IN THIS REGARD, I/WE DECLARE AS FOLLOWS TO DNB MARKETS SECURITIES SERVICES SWEDEN:

    1. DNB Markets Securities Services Sweden is given irrevocable authority to transfer the Consideration Shares, the number of Consideration Shares being rounded down to the nearest whole number of Consideration Shares of each class, without any cash compensation for any fractions, to be distributed to the undersigned as dividend in-kind pursuant to the decision of the extraordinary general meeting in the Company to be held on 5 July 2024 to the undersigned's Swedish deposit account.
    1. The undersigned hereby confirms that the above-mentioned depositary account is eligible to receive and hold Swedish securities delivered in Euroclear Sweden VPCSSESS by Delivering Agent: DNBASESXXXX, BIC: DNBASESXXXX and Settlement method: Free-of-Payment (FOP). ISIN codes: Logistea Ashares SE0017131329 and Logistea B-shares SE0017131337.
    1. The undersigned accepts that if DNB Markets Securities Services Sweden is unable to deliver the Consideration Shares to the above-mentioned depositary account, the Consideration Shares will be returned to KMCP and subsequently distributed as Norwegian Depository Receipts.

On the terms and conditions set forth in this Information Form, the undersigned KMCP shareholder hereby confirms the request to have the Consideration Shares to be distributed to the shareholder's Swedish deposit account.

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