The boards of directors of KMC Properties ASA (“KMCP”) and BEWI Invest AS (“BEWI Invest”, OSE ticker: BINT) have today signed a merger plan (the “Merger Plan”) for a statutory all-share merger pursuant to Chapter 13 of the Norwegian Public Limited Liability Companies Act (the “PLC Act”), with KMCP as the surviving legal entity (the “Merger”). KMCP will, upon completion of the Merger, acquire and assume all assets, rights and obligations of BEWI Invest, in exchange for the shareholders of BEWI Invest receiving new shares in KMCP as merger consideration (the “Merger Consideration”). The combined entity following completion of the Merger is referred to herein as the “Combined Company”. It is intended that the Combined Company remain listed on Euronext Oslo Børs, alternatively Euronext Expand, under the company name “BEWI Invest ASA”. The purpose of the Merger is to facilitate a listing of the business of BEWI Invest on Euronext Oslo Børs, alternatively Euronext Expand, through the Combined Company.
To facilitate a capital structure suitable for the Combined Company after completion of the Merger, and to ensure a minimum market value of the shares in the Combined Company of minimum NOK 10.00, the board of directors of KMCP has resolved to propose that the general meeting of KMCP resolves to carry out a reverse share split (share consolidation) in the ratio 6:1 (the “Reverse Share Split”). Subject to completion of the Reverse Share Split, KMCP will have 939,664 shares in issue, each with a nominal value of NOK 12.00. For the purpose of the Merger, the parties have agreed on a value of KMCP of NOK 32,700,307.20, i.e. NOK 34.80 per share (following the Reverse Share Split), which reflects the price per share of NOK 5.80 offered by Bekken Invest AS in the mandatory offer for KMCP dated 9 October 2025. Further, the parties have agreed on a value of BEWI Invest of NOK 3,549,480,601.20, i.e. NOK 270.77 per share in that company. The value of BEWI Invest is based on (i) an agreed value for BEWI Invest’s shareholding in BEWI ASA based on historical trading prices and a control premium; (ii) an external valuation of BEWI Invest’s indirect ownership in Sinkaberg AS; (iii) the net asset value on the initial 46% ownership in Corvus Estate AS and an agreed exchange ratio for the remaining 54%; and (iv) the cost price for BEWI Invest’s investments in unlisted companies. This implies a share-for-share exchange ratio equal to 7.781 shares in KMCP per share in BEWI Invest. BEWI Invest shares held in treasury by BEWI Invest have not been assigned any value and no Merger Consideration will be issued in respect of treasury shares.
Immediately following completion of the Merger and prior to the issuance of any new shares in the Offering (as defined below), approximately 99.09% of the shares in the Combined Company will be held by shareholders of BEWI Invest. Bekken Invest AS, as the majority shareholder of both BEWI Invest and KMCP, holding approximately 53.12% of the shares in BEWI Invest and approximately 54.72% of the shares in KMCP, will hold approximately 53.14% of the shares in the Combined Company. In addition, there are 58 other shareholders in BEWI Invest and 2,439 other shareholders in KMCP (as of 7 January 2026).
To ensure that the Combined Company meets the requirements with respect to minimum number of shareholders required for a listing on Euronext Oslo Børs or alternatively Euronext Expand, KMCP, in consultation with BEWI Invest, intends to make a public offer by inviting investors to subscribe for new shares in the Combined Company (the “Offering”). The Offering will be designed to secure that a sufficient number of shareholders will hold shares in the Combined Company with a value of at least NOK 10,000. The Offering will be carried out on terms approved by the board of directors of KMCP, in consultation with BEWI Invest, and will be contingent on completion of the Merger. The board of directors of KMCP has resolved in a meeting held today that it will propose that the general meeting of KMCP resolves an increase of the share capital of minimum of NOK 1,000,008 and maximum NOK 75,000,000, by the issuance of minimum 83,334 and maximum 6,250,000 new shares, each with a par value of NOK 12, in connection with the Offering. The Offering shall not affect the exchange ratio in the Merger. More information about the Offering will be provided in due course.
Completion of the Merger is subject to, inter alia, the following conditions: (i) approval of the Merger Plan by the extraordinary general meetings of each party; (ii) the preference shares held in treasury by BEWI Invest being redeemed without any distribution in connection with the redemption; (iii) the six-weeks creditor period pursuant to Section 13-15 of the PLC Act having expired and any objections from creditors having been dealt with in accordance with the PLC Act; (iv) the subscription period in the Offering having been completed and new shares in the Combined Company have been allocated to subscribers resulting in the number of shareholders in the Combined Company following completion of the Merger and the Offering satisfying the requirements for admission to trading on Euronext Oslo Børs or alternatively Euronext Expand; (v) Oslo Børs approving continued listing on Euronext Oslo Børs of the shares of the Combined Company or the application for admission to trading of the shares on Euronext Oslo Børs or, alternatively, Euronext Expand; and (vi) the Financial Supervisory Authority of Norway having approved a prospectus for, inter alia, the listing of the consideration shares to be issued in connection with the Merger. The Merger is expected to be resolved by the general meetings of each of KMCP and BEWI Invest on or about 9 February 2026. It is further expected that first day of trading in the Combined Company will occur in early Q2 2026, following completion of the Merger. Reference is made to the attached Merger Plan for more information about the Merger. A notice of the extraordinary general meeting to be held in KMCP in connection with the Merger will be published separately.
For additional information, please contact:
Bjørnar André Ulstein, CEO, +47 402 30 785 / bau@bewiinvest.com