Baltic Sea Properties : Commencement of subscription period for subsequent offering

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

14 Jun 2024 08:00 CEST

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Issuer

Baltic Sea Properties AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

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 https://balticsea.no/for-investors/ as well as
https://norne.no/BALT and https://www.sb1markets.no/en/transactions.

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
CEO
Phone: [phone]
Email: [e-mail]

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.

About:
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.

More information:
Access the news on Oslo Bors NewsWeb site

Source

Baltic Sea Properties AS

Provider

Oslo Børs Newspoint

Company Name

BALTIC SEA PROPERTIES

ISIN

NO0010810476

Symbol

BALT

Market

Euronext Growth