Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Fastigheter |
Industri | Förvaltning |
2020-12-20 23:35:00
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.
***
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