KMC Properties ASA

Prospectus • Feb 10, 2021

KMC Properties ASA – Approval of Prospectus and launch of NOK 30 million Subsequent Offering

KMC Properties ASA – Approval of Prospectus and launch of NOK 30 million Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

10 February 2021

The Norwegian Financial Supervisory Authority has today approved a prospectus of KMC Properties ASA ("KMC Properties" or the "Company") dated 10 February 2021 (the "Prospectus"). The Prospectus relates to the listing on the Oslo Stock Exchange of 231,930,748 new shares in the Company, each with a nominal value of NOK 0.20, (the "New Shares") and a subsequent offering (the "Subsequent Offering") and listing of the Oslo Stock Exchange of up to 4,285,714 new shares in the Company, each with a nominal value of NOK 0.20 (the "Offer Shares"). The 231,930,748 shares in the Company which have been placed on separate ISIN pending approval of the Prospectus will be transferred to the Company's ordinary ISIN and will become tradable on Oslo Børs on or about 12 February 2021.

The Prospectus can be obtained electronically by downloading it from www.kmcp.no, https://www.dnb.no/emisjoner, www.abgsc.no, or by contacting ABG Sundal Collier or DNB Markets (the "Managers").

The Subsequent Offering comprises an offer of up to 4,285,714 new shares in the Company (the "Offer Shares") at an offer price of NOK 7 per Offer Share, which equals the subscription price in the Private Placement announced by the Company on 14 December 2020. Total gross proceeds will amount to approximately NOK 30 million if all the Offer Shares are allocated. The Company will, subject to applicable securities laws, grant non-transferable subscription rights to subscribe for Offer Shares to shareholders in the Company as of close of trading on 11 December 2020 as registered in the Norwegian Central Securities Depository (the "VPS") on 15 December 2020 (the "Record Date") who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Eligible Shareholders”). Eligible Shareholders will be granted two Subscription Rights for each share held. Each Subscription Right will give the right to subscribe for one Offer Share. Over-subscription and subscription without Subscription Rights will be permitted.

The subscription period in the Subsequent Offering commences on 11 February 2021 at 09:00 hours and will expire on 18 February 2021 at 16:30 hours CET (the "Subscription Period").

In order to subscribe for shares, one of the Managers must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to 16:30 hours on 18 February 2021 will have no value and will lapse without compensation to the holder.

Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 19 February 2021.

The payment for Offer Shares allocated to a subscriber falls due on 22 February 2021 (the "Payment Date"). Delivery of the Offer Shares to investors' VPS accounts is expected to take place on or about 26 February 2021.

ABG Sundal Collier and DNB Markets are acting as Managers in connection with the Subsequent Offering. Arntzen de Besche Advokatfirma AS acts as legal advisor to as the Company in connection with the Subsequent Offering.

For further information, please contact:

Charlotte Knudsen, tel. +47 9756 1959.

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

About KMC Properties ASA KMC Properties is a real estate company focusing on industrial- and logistic properties. The company has a diversified portfolio consisting of 39 properties in the Nordics and in the Netherlands, as well as an office building in Moscow, Russia. The properties have long lease agreements with solid tenants. The company has an ambitious strategy to grow the portfolio through further development of existing properties, as well as M&A initiatives.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. In any member state of the EEA ("EEA Member State"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. 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. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

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 Company does not undertake any 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.

Neither of the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.