BEWI ASA – Transfer of shares by majority shareholder, exemption from mandatory offer obligation, disclosure of large shareholding and mandatory notification of trade
21-04-2026BEWI ASA – Transfer of shares by majority shareholder, exemption from mandatory offer obligation, disclosure of large shareholding and mandatory notification of trade
The majority shareholder of BEWI ASA (the “Company”), BEWI Invest AS, has on 8 January 2026 agreed to a statutory merger with KMC Properties ASA (“KMCP” or the “Combined Company”) pursuant to Chapter 13 of the Norwegian Public Limited Liability Companies Act, with KMCP as the surviving legal entity (the “Merger”). The Merger was approved by the general meetings of the merging entities on 9 February 2026.
BEWI Invest AS owns 120,846,648 shares in the Company (the “Shares”), representing 51.09% of the share capital. Upon completion of the Merger, which is expected on or about 24 April 2026, the Shares will be transferred to the Combined Company (to be named BEWI Invest ASA) as part of the merger consideration (the “Transfer”). Bekken Invest AS, which is the controlling shareholder of BEWI Invest AS with its 53.12% shareholding, is also the controlling shareholder of KMCP with its 54.72% shareholding. Following completion of the Merger, Bekken Invest AS will have a direct shareholding in the Combined Company of 52.80%, and the Transfer will hence not entail any change of control or any changes in the beneficial ownership of the Shares.
Following the Transfer, the Combined Company will hold 120,846,648 shares in BEWI ASA, corresponding to 51.09% of the total shares and votes in BEWI ASA.
The Transfer triggers the mandatory offer obligation for the Combined Company. The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet), in capacity as the takeover supervisory authority, has in a decision dated 19 February 2026 resolved to grant an exemption from the mandatory offer obligation pursuant to Section 6-2 (3) of the Norwegian Securities Trading Act with respect to the Transfer.
BEWI Invest AS is, and the Combined Company will upon completion of the Merger be, a related party to Christian Bekken, CEO and defined as a person discharging managerial responsibilities (PDMR) of BEWI ASA. Attached are forms with further details about the Transfer.
This disclosure is made pursuant to Section 4-2 and Section 5-12 of the Norwegian Securities Trading Act, and Article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation).
