News Press releases

Baltic Sea Properties AS – Commencement of subscription period for subsequent offering

Jun 14 2024


Oslo, Norway, 14 June 2024.

Reference is made to the stock exchange announcements by Baltic Sea Properties AS (“BALT” or the “Company”, and together with the Company’s subsidiaries, “BSP”) on 31 May 2024 regarding the Company’s intention to carry out a subsequent offering of up to 1,020,408 new shares (the “Offer Shares”) at a subscription price of NOK 49 per share (the “Subscription Price”) raising gross proceeds of up to approximately NOK 50 million (the “Subsequent Offering”).

The subscription period in the Subsequent Offering commences today, 14 June 2024 at 09:00 (CEST), and ends on 28 June 2024 at 16:30 hours (CEST).

The Subsequent Offering is subject to applicable securities law, directed towards existing shareholders in the Company as of 31 May 2024 (as registered in the VPS two trading days thereafter), who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). Eligible Shareholders will be granted non-transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, give the right to subscribe for and be allocated Offer Shares at the Subscription Price.

The Subscription Rights will be registered on each Eligible Shareholder’s VPS account on or about 13 June 2024. Each Eligible Shareholder will be granted 0.21180 non-tradeable Subscription Rights for each share held by such Eligible Shareholder in the Company as of the Record Date. Each Subscription Right will, subject to applicable laws, give the right to subscribe for, and be allocated, one Offer Share rounded down to the nearest whole Offer Share. Over-subscription based on Subscription Rights will be permitted.

Subscription without Subscription Rights will not be permitted. Further information about the Subsequent Offering and the subscription procedures is included in the prospectus prepared for offering of Offer Shares to Eligible Shareholders in the Subsequent Offering. The Prospectus has been registered with the Norwegian Register of Business Enterprises (“the NRBE”) and is available at Company’s website as well as and

The Prospectus is a national prospectus (Nw. nasjonalt prospekt) and neither the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus. The Prospectus does not constitute an EEA-prospectus, as defined in section 7-1 of the Norwegian Securities Trading Act. Subscriptions may only be made on the basis of the Prospectus.

The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 28 June 2024 at 16:30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

Allocation of the Offer Shares in the Subsequent Offering is expected to take place on or about 28 June 2024.

The payment date for the Offer Shares is 3 July 2024. Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, and subject to registration of the capital increase pertaining to the Offer Shares with the NRBE, the delivery of the Offer Shares pertaining to the Subsequent Offering is expected to be completed on or about 11 July 2024. The Offer Shares are expected to commence trading on Euronext Growth Oslo on or about 11 July 2024.

Norne Securities AS and SpareBank 1 Markets AS are acting as managers (together, the “Managers”) in the Subsequent Offering.

AGP Advokater is acting as Norwegian legal counsel to the Company in relation to the Subsequent Offering.

For additional information, please contact:
Lars Christian Berger
Phone: +47 930 94 319

This information is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act and Euronext Growth Oslo Rule Book II.

Baltic Sea Properties is an open-ended and fully integrated real estate investment company. The company is among the Baltics’ leading real estate investors and developers – owning a diversified cash flow generating portfolio of modern real estate in the logistics, industrial and commercial segments.

Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the US Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State). This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute or include certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as “aims”, “anticipates”, “believes”, “can have”, “continues”, “could”, “estimates”, “expects”, “intends”, “likely”, “may”, “plans”, “projects”, “should”, “target” “will”, “would” and words or expressions of similar meaning or the negative thereof. These statements are based on the management’s current views and assumptions and involve both known and unknown risks and uncertainties and assumptions that are within and outside the management’s control.

Although the Company believes that the expectations implied in any such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results, performance or events may differ materially from those set out or implied in the forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. The forward-looking statements included in this announcement represent the Company’s views as of the date of this announcement and subsequent events and developments may cause the Company’s views to change. The Company disclaims any obligation to update forward-looking information except as required by law. Readers should not place undue reliance on any forward-looking statement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to 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 announcement. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.