KMC Properties ASA

Major Shareholding Notification • Dec 20, 2020

Storm Real Estate – Completion of agreement to form a combined entity with KMC Properties

Storm Real Estate – Completion of agreement to form a combined entity with KMC Properties

Oslo, 20 December 2020

Storm Real Estate ASA (the "Company") is pleased to announce that it today has completed the agreement to acquire 100% of the issued and outstanding shares in KMC Properties AS, as announced on 17 November 2020 (the “Transaction”).

The Transaction has transformed the Company from a single asset company to a strong and diversified industrial real estate company, owning 40 properties in 6 countries, the first step in a renewed strategic focus for the Company with an ambition to become the preferred partner and market leader within industrial real estate for selected industries. The Company now has a strong platform to execute on a pipeline of attractive growth opportunities, as well as a liquid share as a valuable currency for further growth.

As part of completion of the Transaction, the Company has today issued in total 180,502,178 new shares at a subscription price of NOK 7 per share. Of these, 153,678,158 shares have been issued to the sellers in the Transaction as full settlement of the purchase price thereof, and 26,824,020 shares have been issued to certain existing shareholders as settlement through conversion of the Company's outstanding debt in accordance with the refinancing agreement dated 27 May 2020.

With this, the conditions for completion of the NOK 300 million private placement announced on 14 December 2020 (the "Private Placement") have also been fulfilled. The shares thereunder are thus expected to be issued on 22 December 2020, and delivered to investors on a delivery-versus-payment basis on 23 December 2020. Similarly, it is expected that the NOK 1,850 million bond issue announced on 27 November 2020 will be released and made available on 23 December 2020.

Following the completion of the Transaction, the Company's share capital is now 37,867,348.20 divided on 189,336,741 shares with a nominal value of NOK 0.2 each (not including the shares to be issued in the Private Placement).

As a consequence of the Transaction being completed, the changes to the Company's board, as resolved by the extraordinary general meeting today, have now become effective. The name change to KMC Properties ASA will become effective on 28 December 2020.

For further details, please refer to announcement of 17 November 2020 available under the Company's ticker on https://newsweb.oslobors.no/.

Primary insider notifications and large shareholdings disclosure

EBE Eiendom AS ("EBE Eiendom") has subscribed for 85,216,529 new consideration shares as part of the Transaction and the debt conversion. When including shares already held, shares to be issued as part of the Private Placement and shares agreed to be acquired from Surfside Holding AS at the same price, EBE Eiendom will control in total 95,544,391 shares and votes in the Company, equal to 41.1 per cent of the share capital of the Company on a fully diluted basis.

Kverva Industrier AS ("Kverva") has subscribed for 76,220,973 new shares as part of the Transaction and the debt conversion. When including shares already held and shares to be issued as part of the Private Placement, Kverva will control in total 81,352,880 shares and votes in the Company, equal to 35 per cent of the share capital of the Company on a fully diluted basis.

Morten E. Astrup (board member in the Company) has through Aconcagua Management Ltd subscribed for 10,833,649 new shares as part of the debt conversion. When including shares already held, shares to be issued as part of the Private Placement, Morten E. Astrup will, indirectly through Surfside Holding AS and Aconcagua Management Ltd, control in total 25,585,077 shares and votes in the Company, equal to approx. 11 per cent of the Company's share capital on a fully diluted basis.

Banan II AS, a company owned in part by a related party to board member Nini Neergaard and in which departing chair of the board Stein Aukner is CEO, has subscribed for 1,138,260 new shares as part of the debt conversion. When including shares already held and shares to be issued as part of the Private Placement, Banan II AS, will control in total 2,694,878 shares and votes in the Company, equal to 1.2 per cent of the share capital of the Company on a fully diluted basis.

Mandatory offer obligation

As follows from the above, each of EBE Eiendom and Kverva have reached an ownership level exceeding 1/3 of the Company's shares, and have therefore triggered an obligation to make a mandatory cash offer pursuant to chapter 6 of the Norwegian Securities Trading Act.

As a consequence, EBE Eiendom and Kverva will together make a joint mandatory offer to acquire all issued shares in the Company not already owned by them at an offer price of NOK 7 per share payable in cash. The mandatory offer is expected to be launched on 22 December 2020, pursuant to an offer document to be approved by the Oslo Stock Exchange.

The shares issued as part of the Private Placement will not be comprised by the Mandatory Offer.

Separate ISIN and tradability of new shares

As previously informed, the new shares issued as part of the Transaction will be placed on separate ISINs and will hence not be tradable on Oslo Børs until the later of (i) a prospectus having been approved by the Norwegian Financial Supervisory Authority and published by the Company and (ii) expiry of the offer period under the mandatory offer described above.

The consideration shares and the debt conversion shares are issued on interim ISIN NO 0010915317. The shares to be issued as part of the Private Placement will be issued on interim ISIN NO 0010915101.

Advisors

ABG Sundal Collier ASA and DNB Markets acts as financial advisors to Storm Real Estate ASA and KMC Properties AS. Advokatfirmaet Schjødt AS acts as legal advisor to Storm Real Estate ASA and Arntzen de Besche Advokatfirma AS acts as legal advisor to KMC Properties AS.

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For further information, please contact:

Liv Malvik, CEO KMC Properties AS, +47 480 03 175

Charlotte Knudsen, KMC Properties AS, tel. +47 9756 1959

Morten E. Astrup, Storm Real Estate ASA, tel. +41 78927 8855

Kristoffer Holmen, Storm Real Estate ASA, tel. +47 928 14 862

About Storm Real Estate ASA

Storm Real Estate ASA is a Norway-based investment company active in the real estate sector. The company is quoted on the main list at the Oslo Stock Exchange (ticker STORM).

About KMC Properties AS

KMC Properties is a real estate company focusing on industrial- and logistic properties. The company has a diversified real estate portfolio consisting of 39 properties in the Nordics and in the Netherlands. The properties have long lease agreements (WAULT of approx. 11.8 years) with solid tenants, strategically located to key customers and key areas for the tenants. KMC Properties has a portfolio value of approximately NOK 3 billion and an ambitious strategy to grow the portfolio. The company will grow through both expansion and development of existing properties, as well as M&A initiatives.

This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act