NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO 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. FOR FURTHER INFORMATION, PLEASE SEE “IMPORTANT INFORMATION” BELOW.
The transaction between Logistea AB (publ) (“Logistea”) and KMC Properties ASA (“KMC Properties”), whereby Logistea combines with KMC Properties (the “Transaction”) by acquiring all of the operations in the KMC Properties group through payment in newly issued Logistea shares, has today been completed. Following completion of the Transaction, Logistea has published a prospectus regarding the admission to trading of the newly issued consideration shares at Nasdaq Stockholm.
On 14 June 2024, Logistea announced that Logistea and KMC Properties had entered into an agreement whereby Logistea combines with KMC Properties by acquiring all of the operations in the KMC Properties group through payment in newly issued shares. All conditions for the Transaction have been fulfilled, and the Transaction has today been completed.
Logistea’s board of directors has, by use of the authorization granted by the extraordinary general meeting in Logistea on 9 July 2024, resolved to issue 16,263,577 class A shares and 214,551,706 class B shares to KMC Properties as consideration in the Transaction.
KMC Properties will distribute the consideration shares to its shareholders. 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. Logistea has entered into an agreement with DNB Bank ASA that will issue Norwegian depository receipts, representing certain consideration shares, to facilitate delivery of these consideration shares to those shareholders in KMC Properties who have not notified that they wish to receive Swedish shares. The depository receipts will not be listed, but may be converted to shares in Logistea. For more information regarding KMC Properties’ distribution of the consideration shares, please refer to the press release published by KMC Properties on 3 July 2024.
Following completion of 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, 11.8 and 10.1 per cent of the shares and 17.7, 14.7, 11.7 and 11.3 per cent of the votes respectively (upon full distribution of the consideration shares and based on current shareholding in KMC Properties and Logistea).
Following completion of the Transaction, Logistea’s new management and organization consist of employees from both Logistea and KMC Properties. The executive management team consists of Niklas Zuckerman (CEO), Anders Nordvall (Deputy CEO and CIO), Stig Wærnes (Interim COO and Integration Manager), Philip Löfgren (CFO), Ove Henriksen (Chief Accounting Officer), Christian Linge (IR and Head of Finance outside Sweden), Tobias Lövstedt (Head of Finance in Sweden), Frank Robert Hanshus (Acting Head of Property Management) and Michela Westin (General Counsel).
As of 12 July 2024, following publication of Logistea’s interim report for Q2 2024, Logistea’s board of directors will consist of Patrik Tillman (Chairman), Bjørnar André Ulstein (Vice Chairman), Mia Arnhult, Karl-Erik Bekken, Erik Dansbo, Jonas Grandér and Anneli Lindblom.
A prospectus regarding the admission to trading of the newly issued consideration shares on Nasdaq Stockholm has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”). The prospectus is available at Logistea’s website (www.logistea.se) and will also be available at the SFSA’s website.
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"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new securities. Any investment decision to acquire or subscribe for securities in Logistea or KMC Properties must be made on the basis of all publicly available information relating to Logistea and KMC Properties and their securities, respectively. Such information has not been independently verified by ABG Sundal Collier AB or Nordea Bank Abp, filial i Sverige. ABG Sundal Collier AB and Nordea Bank Abp, filial i Sverige is acting for Logistea in connection with the Transaction and no one else and will not be responsible to anyone other than Logistea for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Transaction, Logistea or KMC Properties. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information.
Forward-looking statements
This press release contains certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Logistea 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. 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 combined company’s actual results of operations, including the combined company’s financial condition and liquidity and the development of the industry in which the combined company operates, may differ materially from and be more negative than those made in, or suggested by, the forward-looking statements contained in this press release. Factors, including risks and uncertainties that could cause these differences include, but are not limited to risks associated with implementation of the combined company’s strategy, risks and uncertainties associated with the combined company’s ability to develop new services and enhance existing services, the impact of competition, changes in general economy and industry conditions, and legislative, regulatory and political factors.
The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Logistea does not undertake any obligation to review, update, confirm or 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 communication.