KMC Properties ASA ("KMC Properties"), listed on Oslo Børs and Logistea AB
(publ) ("Logistea"), listed on Nasdaq Stockholm, have today entered into an
agreement whereby Logistea will combine with KMC Properties (the "Transaction")
by acquiring all of the operations in the KMC Properties group through payment
in newly issued shares. The combined company will as a result of the Transaction
form a leading Nordic logistics, warehouse and light industrial real estate
company with strategic focus on long-term growth, financial stability and
sustainability. The Transaction will also significantly expand and diversify the
combined company's operations, improve its growth prospects and access to
capital and enhance its in-house capabilities. The Transaction values both
companies based on reported net asset value (NAV) as of 31 March 2024 adjusted
for certain minor subsequent events (this represents a price per share in KMC
Properties of NOK 7.88). The relative ownership between shareholders in Logistea
and KMC Properties in the combined company, which will operate under the company
name Logistea, will be approximately 51 per cent and 49 per cent respectively.
The Transaction is, subject to certain conditions, expected to be completed on
or about 11 July 2024. 

Company highlights
o	The combined property portfolio will consist of a lettable area of around 1.4
million sqm, split across 145 properties in Sweden, Norway, Denmark, Finland,
the Netherlands, Belgium, Germany and Poland, with the large majority of the
assets located in Sweden and Norway.
o	The combined company will have a property value exceeding SEK 13 billion and
generate net operating income of almost SEK 900 million, implying a net initial
yield of 6.9 per cent. The combined company will have an occupancy rate of
around 97 per cent with a WAULT exceeding 10 years. Over 90 per cent of the
rental agreements have triple net features and close to 100 per cent have full
CPI index adjustment. The combined company will, after the Transaction, have a
net LTV below 50 per cent. 
o	Logistea will, after the Transaction, continue its accretive growth strategy
through capex projects, greenfield developments and acquisitions. The
Transaction is expected to entail operational synergies of at least SEK 14
million. The combined company's management and organization will consist of
employees from both Logistea and KMC Properties. The new organization will be
structured to fully leverage the human resource potential across the two
companies, and ensure all complementary skills and competencies are exhausted.
The executive management team is expected to include, inter alia, Niklas
Zuckerman (CEO), Anders Nordvall (Deputy CEO and CIO) and Stig Wærnes (Acting
COO and Integration Manager). Stig Wærnes is currently the CEO of KMC
Properties.
o	KMC Properties is an Oslo Børs-listed real estate company focusing on
industrial and logistics properties in the Nordics, Germany, Belgium, the
Netherlands and Poland. As of 31 March 2024, and including completed and ongoing
acquisitions after 31 March 2024, its property portfolio amounted to 72
properties with total lettable space of 715 thousand sqm, amounting to a total
property value of approximately NOK 6.9 billion. The property portfolio has a
net initial yield of 7.5 per cent, an occupancy rate of around 98 per cent and a
WAULT of 11.5 years. The properties are strategically located and have long
lease agreements with solid tenants. 
o	Logistea is a Swedish real estate company in logistics, warehousing and light
industry, with the vision of being the natural partner for companies that demand
modern sustainable premises in this segment. Logistea's shares are listed on
Nasdaq Stockholm. As of 31 March 2024, and including the acquisition of a
property in Åmål completed after 31 March 2024, its property portfolio amounted
to 73 properties with total lettable space of 672 thousand sqm, amounting to a
total property value of around SEK 6.2 billion. The property portfolio has a net
initial yield of 6.3 per cent, an occupancy rate of around 96 per cent and a
WAULT of 8.3 years. The properties are strategically located in Sweden and have
long lease agreements with solid tenants.

Transaction highlights
o	The Transaction will be executed by Logistea acquiring all shares in KMC
Properties HoldCo AS ("KMC HoldCo"), a wholly-owned subsidiary of KMC
Properties, and thereby acquire all of the operations in the KMC Properties
group, with payment in newly issued shares in Logistea. Reflecting Logistea's
dual share class structure, KMC Properties will receive both class A and B
shares in Logistea, pro rata to the current split of class A and B shares in
Logistea, respectively. Following completion of the Transaction and receipt by
KMC Properties of the newly issued Logistea shares, the shares will be
distributed to the shareholders of KMC Properties. It is expected that
approximately 80 per cent of the consideration shares will be distributed in
July 2024 and that the remaining consideration shares will be distributed in
late Q3 or early Q4 2024 on the basis of an audited interim balance sheet as per
31 July 2024.
o	Valuation of both companies for purpose of the Transaction are based on
balance sheets as of 31 March 2024 and corresponds to Net Asset Value (NAV)
defined as book value of equity adjusted for deferred taxes and certain minor
subsequent events. The Transaction values KMC HoldCo at SEK 3,259 million.
Payment of the purchase price will be made through the issuance of 16,263,577
class A shares and 214,551,706 class B shares in Logistea, which entails that
for each share held in KMC Properties, shareholders in KMC Properties will in
total receive around 0.04 class A shares and around 0.51 class B shares in
Logistea.
o	The Transaction includes all of the operations in the KMC Properties group,
and thus Logistea will retain both Logistea's and KMC Properties current
property management organisations (including the current employees of KMC
Properties), as well as all of the assets in the KMC Properties group, except
for cash and deferred taxes in the amount of approximately NOK 15 million that
will remain in KMC Properties to, inter alia, satisfy certain residual
obligations in KMC Properties, finance its day-to-day operations and facilitate
realisation of KMC Properties post-transaction strategy (as further described
below). 
o	Following completion of the Transaction, including KMC Properties'
distribution of the consideration shares in Logistea to KMC Properties'
shareholders, BEWI Invest AS, Nordika, Rutger Arnhult through companies and
Slättö will be the four largest shareholders in the combined company, with
shareholdings corresponding to 17.7, 14.5, 11.4 and 10.1 per cent of the shares
and 17.7, 14.7, 11.3 and 11.3 per cent of the votes respectively (upon full
distribution of the consideration shares and based on current shareholding in
KMC Properties).
o	The board of directors of Logistea after the transaction is expected to
consist of Patrik Tillman (Chairman), Bjørnar André Ulstein (Vice Chairman), Mia
Arnhult, Karl-Erik Bekken, Erik Dansbo, Jonas Grandér and Anneli Lindblom.
Bjørnar André Ulstein is currently Chairman,  and Jonas Grandér and Mia Arnhult
are currently directors, in KMC Properties.
o	Completion of the Transaction is subject to approval by extraordinary general
meetings in Logistea and KMC Properties respectively, approval by bondholders in
KMC Properties, and confirmation that the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen) will approve the listing prospectus to be
prepared by Logistea. 
o	The board of directors of Logistea and the board of directors of KMC
Properties will today convene extraordinary general meetings in each company to
approve the Transaction and adopt related proposals, to be held on 9 July 2024
and 5 July 2024, respectively. 
o	Certain large shareholders of KMC Properties, i.e. BEWI Invest ASA, Nordika,
Corvus Estate AS, Kastor Invest AS and M2 Asset Management AB that together hold
approximately 68.7 per cent of the shares and votes in KMC Properties have
undertaken to vote in favor of the Transaction and related proposals at the
extraordinary general meeting of KMC Properties. Nordika's voting undertaking is
subject to certain conditions.
o	Certain large shareholders of Logistea, i.e. Slättö, Rutger Arnhult and close
relatives, Fjärde AP-fonden, Länsförsäkringar Fonder, Dragfast AB and Patrik
Tillman and close relatives, that together hold approximately 54.6 per cent of
the shares and 59.6 per cent of the votes in Logistea have undertaken to vote in
favor of the Transaction at the extraordinary general meeting of Logistea.
Further, Nordika and Carnegie Fonder that together hold approximately 13.9 per
cent of the shares and 13.5 per cent of the votes in Logistea have expressed
their intention to vote in favor of the Transaction. In aggregate, shareholders
representing 68.4 per cent of the shares and 73.1 per cent of the votes in
Logistea have thereby expressed their support for the Transaction.
o	Jonas Grandér, board member in Logistea and KMC Properties, and Mia Arnhult,
board member in KMC Properties, have conflict of interests in relation to the
Transaction, and have not participated and will not participate in the
respective board of directors' handling of or decisions on matters related to
the Transaction.
o	KMC Properties will today submit a request for a written procedure among the
holders of its senior secured bond loan in the nominal amount of approx. NOK 900
million (the "Bond ") to approve that the Bond is transferred to a subsidiary of
KMC HoldCo (KMC Properties AS) with a guarantee from Logistea. Holders of the
Bond representing approximately 40 per cent of the nominal amount of the Bond
have undertaken to vote in favor of such approval. KMC Properties have received
the support of 100 per cent of the bondholders which have been wallcrossed.
o	The class A shares and the class B shares of Logistea will continue to be
listed on Nasdaq Stockholm. Logistea will have its headquarters in Stockholm.
o	KMC Properties will following completion of the Transaction pursue real estate
investment opportunities, which will be non-competing and have a different
profile than the combined company (e.g. more focus on development projects). KMC
Properties is as part of this strategy negotiating a letter of intent for the
acquisition of a number of properties out of an existing property portfolio. KMC
Properties expects to remain an Oslo Stock Exchange listed company following the
Transaction.
o	Due to the Transaction, Logistea has resolved to reschedule the publication of
its Q2 interim report from 11 July to 12 July 2024.

"We look forward to joining forces with Logistea and believe that the combined
company will be able to accelerate accretive growth beyond what two individual
companies can achieve. The capabilities of the combined organisations will most
likely create added platform value that should increase market pricing beyond
net asset value (NAV) to the advantage for all shareholders," says interim CEO
of KMC Properties Stig Wærnes.

"We are very pleased to announce this transformational transaction where we
combine two attractive and similar companies and property portfolios into one. I
am looking forward to develop Logistea with my old and new colleagues with the
aim to strengthen the offer to our tenants and becoming the natural choice for
logistics and industrial companies." says Niklas Zuckerman, CEO of Logistea

"The announced transaction today is a strategic milestone for both Logistea and
KMC. The combined company forms a leading Nordic logistics, warehouse and light
industrial real estate company with a very strong financial and operational
starting point. From this strong foundation we aim to continue work hard and
capture future growth prospects and deliver best in class shareholder value."
says Patrik Tilman, Chairman of the board of Logistea
See the full press release attached to this announcement.

Advisors
Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as financial
advisors and Advokatfirmaet Thommessen AS as to Norwegian law and Advokatfirman
Vinge as to Swedish law are acting as legal advisors to KMC Properties in
connection with the Transaction. ABG Sundal Collier AB and Nordea Bank Abp,
filial i Sverige, are acting as financial advisors and Advokatfirman Cederquist
as to Swedish law and Advokatfirmaet Wiersholm AS as to Norwegian law are acting
as legal advisors to Logistea in connection with the Transaction.
Invitation to a conference call for analysts and investors 
The Transaction is presented in closer detail by Niklas Zuckerman, CEO, and
Anders Nordvall, Deputy CEO and Head of Transactions, in a presentation
webcast/teleconference held in English for investors and the press at 11:00
(CEST) today, Friday 14 June 2024.

To follow the presentation webcast, please use this link
(https://ir.financialhearings.com/logistea-presentation-juni-2024). To
participate via teleconference, please register via this link
(https://conference.financialhearings.com/teleconference/?id=5006268). After
registration you will be provided a phone number and a conference ID to access
the conference. You can ask questions verbally via the teleconference.

For additional information, please contact
Stig Wærnes, interim CEO of KMC Properties ASA
+47 915 66 386
stig.waernes@kmcp.no

Christian Linge, interim CFO of KMC Properties ASA
+47 466 37 846
christian.linge@kmcp.no	

Information in this announcement is considered inside information pursuant to
the EU Market Abuse Regulation (MAR) and is subject to the disclosure
requirements pursuant to MAR article 17 and Section 5-12 the Norwegian
Securities Trading Act. This announcement was published by Christian Linge
interim CFO in KMC Properties ASA at 10:00 CEST on 14 June 2024.

About KMC Properties ASA
KMC Properties is an Oslo Børs-listed real estate company focusing on industrial
and logistic properties. The company has a diversified portfolio of properties
in the Nordics, Belgium, Germany and the Netherlands. The properties are
strategically located and have long lease agreements with solid tenants. KMC
Properties has an ambitious strategy to grow the portfolio through further
development of existing properties, as well as M&A initiatives.

Important information
The release, publication or distribution of this press release may, in certain
jurisdictions, be restricted by law and persons into whose possession this press
release or any information referred to herein comes should inform themselves
about and observe any such restrictions. This press release is not for release,
publication or distribution, directly or indirectly, in whole or in part, in or
into the United States (including its territories and possessions, any state of
the United States and the District of Columbia, the "United States"), Australia,
Canada, Hong Kong, Japan, South Africa or any other jurisdiction where such
release, publication or distribution would constitute a violation of the
relevant laws or regulations of such jurisdiction.

This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States,
Australia, Canada, Hong Kong, South Africa or any other jurisdiction in which
such offers or sales are unlawful (the "Excluded Territories").

The securities referred to in this press release have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or under the securities laws of any state of the United
States, and may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. Subject to certain limited exceptions,
the securities referred to in this press release are being offered and sold only
outside the United States. There is no intention to register any securities
referred to herein in the United States or to make a public offering of the
securities in the United States. In addition, the securities issued in
connection with the Transaction have not been and will not be registered under
any applicable securities laws of any state, province, territory, county or
jurisdiction of the other Excluded Territories. Accordingly, such securities may
not be offered, sold, resold, taken up, exercised, renounced, transferred,
delivered or distributed, directly or indirectly, in or into the Excluded
Territories or any other jurisdiction if to do so would constitute a violation
of the relevant laws of, or require registration of such securities in, the
relevant jurisdiction. 

This press release is not a prospectus for the purposes of Regulation (EU)
2017/1129 (the "Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction. 
In the United Kingdom, this press release and any other materials in relation to
the securities described herein is being distributed only to, and is directed
only at, and any investment or investment activity to which this document
relates is available only to, and will be engaged in only with, "qualified
investors" (within the meaning of the United Kingdom version of the Prospectus
Regulation which is part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018) and who are (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")