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KMC Properties ASA

Share Issue/Capital Change Jun 9, 2017

3645_rns_2017-06-09_28adcc3c-34d1-4473-843f-0c40c2b414ff.html

Share Issue/Capital Change

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STORM REAL ESTATE ASA: APPROVAL AND PUBLICATION OF PROSPECTUS - LISTING OF SUBSCRIPTION RIGHS AND LAUNCH OF RIGHTS OFFERING

STORM REAL ESTATE ASA: APPROVAL AND PUBLICATION OF PROSPECTUS - LISTING OF SUBSCRIPTION RIGHS AND LAUNCH OF RIGHTS OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,

DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,

CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,

PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT

DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED

HEREIN.

STORM REAL ESTATE ASA: APPROVAL AND PUBLICATION OF PROSPECTUS -

LISTING OF SUBSCRIPTION RIGHS AND LAUNCH OF RIGHTS OFFERING

(Oslo, Norway, 9 June 2017)

Reference is made to the stock exchange announcement by Storm Real

Estate ASA ("Storm" or the "Company", ticker "STORM") dated 11 May

2017 regarding the completion of the Company's annual general

meeting ("AGM") as well as the stock exchange announcement dated 24

May 2017 regarding the publication of key information for the

contemplated Rights Offering (as defined below).

At the AGM the Company's shareholders among others passed

resolutions approving the rights offering of up to 70 million new

shares raising gross proceeds of up to NOK 28 million at a

subscription price to be determined by the Board of Directors of the

company in the interval between NOK 0.40 and NOK 5 per share (the

"Rights Offering").

The Board of Directors has set the subscription price to NOK 0.40

per share. The Rights Offering is directed towards the Company's

shareholders as of 6 June 2017 as reflected in the VPS on 8 June

2017 (the "Record Date") and who are not resident in a jurisdiction

where such offering would be unlawful or, for jurisdictions other

than Norway, would require any prospectus, filing, registration or

similar action (each such shareholder an "Eligible Shareholder").

For each share recorded as held in the Company as of expiry of the

Record Date, each Eligible Shareholder will be entitled to receive

approximately 3.8156200 subscription rights (the "Subscription

Right(s)") subject to rounding. One (1) Subscription Right will give

the right to subscribe for and be allocated one (1) Offer Share.

Oversubscription and subscription without subscription rights is

permitted.

The Norwegian Financial Supervisory Authority (the "NFSA") has

today, 9 June 2017 approved the prospectus dated 9 June 2017 (the

"Prospectus") prepared in connection with (i) the listing on Oslo

Børs of 70,000,000 Subscription Rights and up to 70,000,000 new

shares offered in the Rights Offering and (ii) the Rights Offering

of 70,000,000 new shares at a subscription price of NOK 0.40 per

share with transferable subscription rights for Eligible

Shareholders.

The subscription period for the Rights Offering will commence on 12

June 2017 at 09:00 CEST and will expire on 26 June 2017 at 16:30

CEST (the "Subscription Period").

The Prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available on the following websites:

www.stormrealestate.no and at www.arctic.com/seco. Hard copies of

the Prospectus may be obtained by contacting the Company (telephone:

+47 92035908) or Arctic Securities AS (telephone: +47 21 01 30 40).

The Company has entered into agreements with Aconcagua Management

Ltd., Banan II AS, Aukner Holding AS and Strategic Investments A/S,

companies controlled by Morten E. Astrup, Stein Aukner and Kim

Mikkelsen respectively (all board members), as well as Pactum AS,

which imply that they shall subscribe their relative share of the

Rights Offering, however so that Aconcagua Management Ltd in

addition has guaranteed the subscription of the relative share of

the Rights Offering for an additional 178.060 shares. This implies

that the Company has entered into agreements securing subscriptions

for approximately 48.17% of the proposed Rights Offering of NOK 28

million. The guarantee obligation equals in total NOK 13 486 753.60.

The guarantee agreements are further described in section 6.1.8 of

the Prospectus.

Each of the Subscriptions Rights provides preferential rights to

subscribe for, and be allocated, one Offer Share at the subscription

price of NOK 0.40 per Offer Share (subject to applicable law in the

relevant jurisdiction of an Eligible Shareholder). Over-subscription

and subscription without Subscription Rights is allowed.

The Subscription Rights will be listed and tradable on Oslo Børs

from 12 June 2017 at 09:00 CEST until 22 June 2017 at 16:30 CEST

under the ticker code "STORM T". The Subscription Rights are

expected to have an economic value if the Storm shares trade above

the Subscription Price during the trading period for the

Subscription Rights. Subscription Rights that are not exercised or

sold before the end of the trading period (i.e. before 22 June 2017

at 16:30 CEST) will have no value and will lapse without

compensation to the holder. Holders of Subscription Rights should

note that subscriptions for Offer Shares must be made in accordance

with the procedures set out in the Prospectus and that holding

Subscription Rights in itself does not represent a subscription for

Offer Shares.

If an Eligible Shareholder holds shares in the Company registered

through a financial intermediary on the Record Date, the financial

intermediary will customarily give the Eligible Shareholder details

of the aggregate number of Subscription Rights to which it is

entitled. The relevant financial intermediary will customarily

supply each Eligible Shareholder with this information in accordance

with its usual customer relations procedures. Eligible Shareholders

holding their shares in the Company through a financial intermediary

should contact the financial intermediary if they have received no

information with respect to the Rights Offering.

The Subscription Rights and the Offer Shares are being offered only

in those jurisdictions in which, and only to those persons to whom,

offers and sales of the Offer Shares (pursuant to the exercise of

the Subscription Rights or otherwise) may lawfully be made.

The Rights Offering will result in an immediate dilution of 79.2%

for Eligible Shareholders who do not participate in the Rights

Offering.

Subject to timely payment of the subscription amount in the Rights

Offering, it is expected that the Offer Shares will be issued and

delivered to the VPS accounts of the subscribers to whom they are

allocated on or about 4 July 2017. The Offer Shares allocated in the

Rights Offering are expected to be traded on Oslo Børs from and

including 4 July 2017.

Arctic Securities AS is acting as settlement agent in connection

with the Rights Offering. Arntzen de Besche Advokatfirma AS is

acting as legal advisor to the Company in connection with the Rights

Offering.

For further information, please refer to the Prospectus.

Contacts:

Einar Pedersen, CFO

T: +44 (0)20 7409 3369

***

This information is subject to disclosure under the Norwegian

Securities Trading Act, Section 5-12.

***

This announcement is not and does not form a part of any offer for

sale of any securities, and is for release, publication or

distribution, directly or indirectly, in the United States, or any

other jurisdiction in which such distribution would be unlawful or

would require registration or other measures. Securities may not be

sold in the United States absent registration with the United States

Securities and Exchange Commission or an exemption from registration

under the U.S. Securities Act of 1933, as amended. The Company does

not intend to register of its securities in the United States. The

distribution of this announcement into jurisdictions other than

Norway may be restricted by law. Persons into whose possession this

announcement comes should inform themselves about and observe any

such restrictions. Any failure to comply with these restrictions may

constitute a violation of the securities laws of any such

jurisdiction. This announcement has not been approved by any

regulatory authority.

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