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Key information regarding potential subsequent offering by Baltic Sea Properties AS

May 31 2024


Oslo, Norway, 31 May 2024.

Reference is made to the stock exchange announcement by Baltic Sea Properties AS (“BALT” or the “Company”, and together with the Company’s subsidiaries, “BSP”) on 31 May 2024 regarding the successful private placement of 1,781,395 new shares in the Company (the “Private Placement”), and that the Company intends to carry out a subsequent offering of up to 1,020,408 new shares raising gross proceeds of up to approximately NOK 50 million (the “Subsequent Offering”).

The Subsequent Offering will comprise new shares offered at the same subscription price as the Offer Shares in the Private Placement, and will be 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 Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.

Key information:
Date on which the terms and conditions of the repair issue were announced: 31 May 2024

Last day including right: 31 May 2024
Ex-date: 3 June 2024
Record date: 4 June 2024
Date of approval: on or about 6 June 2024
Maximum number of new shares: 1,020,408 new shares
Subscription price: NOK 49.00

Other information: The Subsequent Offering is subject to, inter alia, (i) completion of the Private Placement, (ii) the AGM authorizing the Board to carry out the Subsequent Offering, and (iii) the publication of a national prospectus, expected to on or about 11 June 2024. Further details on the Subsequent Offering will be made public by the Company in due course.

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

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Lars Christian Berger, CEO on the time and date provided.

Baltic Sea Properties AS stands as a dedicated entity in real estate investment, with a portfolio that spans logistics, industrial, and commercial segments, fostering a diversified and sustainable revenue stream.

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.