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Viktige forbehold - Disclaimer

Under følger juridiske forbehold for det plikitge tilbudet på aksjer i KMC Properties ASA. Disclaimer er på engelsk.

(09.10.2025) DNB Carnegie er rådgiver til Bekken Invest AS i forbindelse med det pliktige tilbudet om å kjøpe alle utestående aksjer i KMC Properties ASA.

DISCLAIMER - IMPORTANT

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN CANADA, AUSTRALIA, HONG KONG, SOUTH KOREA, NEW ZEALAND, THE PHILIPPINES, SOUTH AFRICA, JAPAN, OR IN ANY OTHER JURISDICTIONS WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THESE MATERIALS IS NOT LAWFUL UNLESS THERE ARE APPLICABLE EXEMPTIONS.
Access to this information is limited to persons resident and physically present in Norway and to authorized persons who are resident and physically present in other jurisdictions outside Canada, Australia, Hong Kong, South Korea, New Zealand, the Philippines, South Africa, or Japan.
DNB Carnegie, a part of DNB Bank ASA is acting as financial advisor and receiving agent to Bekken Invest AS in connection with the mandatory offer (the "Offer") to acquire all outstanding shares of KMC Properties ASA (the "Company") not already owned by Bekken Invest AS (the "Offeror").

The information contained herein is directed exclusively at, and therefore not intended for, and is not to be made available to, persons in Canada, Australia, Hong Kong, South Korea, New Zealand, the Philippines, South Africa, Japan or in any other jurisdiction in which such information is restricted or prohibited by applicable laws. In certain jurisdictions, including but not limited to Canada, Australia, Hong Kong, South Korea, New Zealand, the Philippines, South Africa, and Japan, the furnishing of such information may be restricted or prohibited by applicable laws. Users of this website are requested to inform themselves about and observe any such restrictions. The information in the coming pages does not constitute an offer of securities for sale or a solicitation of an offer to purchase any securities.
Shareholders must make independent inquiries regarding relevant and applicable legislation and possible tax consequences, including, but not limited to, whether public consent is required.
The materials that you are seeking to access relating to the Offer are not being and must not be mailed, communicated, or otherwise distributed in or into Canada, Australia, Hong Kong, South Korea, New Zealand, the Philippines, South Africa, or Japan by any shareholder, any broker-dealer, bank or other intermediaries holding shares in the Company on behalf of any beneficial shareholder, or any other person in any manner whatsoever.
Any failure to comply with these restrictions may constitute a violation of applicable securities laws. It is the responsibility of all persons seeking to access the information contained on this web site relating to the Offer to inform themselves of and observe all such restrictions. Any person who is in any doubt in relation to these restrictions should consult his or her independent professional advisors in the relevant jurisdiction. To the fullest extent permitted by applicable laws, the Offeror, its advisors and other companies and persons involved in the Offer disclaim any responsibility or liability for any violation by any person whomsoever of any such restriction.
U.S. Shareholders (as defined below) are advised that the Shares are not listed on a securities exchange in the United States of America ("U.S." or the "United States") and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer is being made to shareholders resident or with a place of habitual abode in the United States ("U.S. Shareholders") on the same terms and conditions as those made to all other shareholders to whom an offer is made. Any information documents, including the Offer Document, are being disseminated to U.S. Shareholders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer is being made by the Offeror and no one else.

The Offer relates to shares of a Norwegian company listed and trading on Euronext Oslo Børs and is subject to the legal provisions of the Norwegian Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of the United States. For example, the financial statements and certain financial information in this Offer Document have been determined in accordance with the International Financial Reporting Standards ("IFRS") and may therefore not be comparable to the financial statements or financial information of U.S. companies and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States ("U.S. GAAP").

The Offer is being made to U.S. Shareholders pursuant to section 14I and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules of the Norwegian Securities Trading Act, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its Affiliates (as defined in the Offer Document) or brokers (acting as agents for the Offeror or its Affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Shareholders of such information. In addition, the Financial Advisors (as defined in the Offer Document) may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION OR U.S. REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY, ACCURACY OR COMPLETENESS OF THIS OFFER DOCUMENT OR ANY OTHER DOCUMENTS REGARDING THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

Therefore, I hereby certify that:

  1. I have read, understand and agree to comply with all of the restrictions set forth above;
  2. I am not a resident or physically present, and I am not accessing this information on behalf of a person who is resident or physically present in a country outside Canada, Australia, Hong Kong, South Korea, New Zealand, the Philippines, South Africa, or Japan; and
  3. I am authorized to access the information and documents contained on this part of the website without being subject to any legal restrictions and without further actions required by the Offeror.

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