Arribatec Group ASA — M&A Activity 2015

Jul 22, 2015

Agasti Holding ASA - Blackstone to invest in Agasti's operational business

Agasti Holding ASA - Blackstone to invest in Agasti's operational business

Affiliates of Blackstone Real Estate Partners Europe IV ("Blackstone"), one of

the world's leading real estate investors, has entered into an agreement to

acquire 34% of Agasti's operational business subsidiary, principally made up of

Obligo Investment Management AS ("Obligo"), for NOK 250 million. Agasti and

Blackstone are excited to work together to pursue further real estate

opportunities in the Nordic real estate market.

About the investment in Agasti's operational businesses

Blackstone has entered into an agreement to acquire 34% of Agasti's operational

businesses including Obligo, Agasti Capital Markets AS, Agasti Business Services

AS, Navexa Securities AB, plus all activities in the parent company of Agasti

Holding ASA. This includes the entire operational business of Agasti in Norway

and Sweden. The transaction will be executed as a drop-down, whereby Agasti is

to establish a new company, Obligo BX Holding AS ("Obligo Holding"). Agasti will

transfer the companies listed above into Obligo Holding, and Blackstone will

then acquire 34% of Obligo Holding.

Agasti's remaining subsidiaries, including Navigea Securities AS, Acta

Kapitalforvaltning AS and Acta Asset Management AS are currently in the process

of being wound down or are planned to be wound down in the near future.

If the transaction is completed, the board of directors will recommend that the

purchase price of NOK 250 million, after deducting expenses associated with the

wind-down of Agasti's remaining activities, is paid out to Agasti's

shareholders.

The board of directors of Agasti are of the opinion that the transaction

represents a very good solution for Agasti's clients, owners and employees.

Blackstone has also entered into an agreement with ten funds managed by Obligo

to acquire their respective real estate portfolios for a combined value of

approximately NOK 22 billion. The bids for the real estate portfolios represent

a considerable premium compared to what the shares in these portfolios trade at

in the secondary market. The settlement is to be all cash and the transaction

does not have any financing contingencies.

The board of directors in all of the investment portfolios managed by Obligo

have, for a considerable period, been working together with the manager, Obligo,

to evaluate how best to maximise returns within the portfolios' existing

mandates and ensure liquidity options for the shareholders in the portfolios.

Obligo is to continue to manage a select number of the portfolios to be acquired

by Blackstone's managed entities, as well as certain real estate portfolios that

are not included in the transaction outlined above and portfolios within

Shipping, Private Equity and Infrastructure.

The transactions are subject to customary conditions for these types of

transactions, including general assembly approvals in the relevant real estate

portfolios. The investment in Obligo Holding is inter alia subject to the real

estate transactions becoming unconditional. Completion of the investment in

Obligo Holding is (subject to fulfilment of conditions) is expected to take

place by end of Q3.

Strategic rationale

Blackstone is a global leader in real estate investing. Blackstone's real estate

business was founded in 1991 and has more than $91 billion in investor capital

under management. Blackstone's real estate portfolio includes hotel, office,

retail, industrial and residential properties in the US, Europe, Asia and Latin

America. Major holdings include Hilton Worldwide, Invitation Homes (single

family homes), Logicor (pan-European logistics), SCP (Chinese shopping malls),

and prime office buildings in the world's major cities. Blackstone real estate

also operates one of the leading real estate finance platforms, including

management of the publicly traded Blackstone Mortgage Trust (NYSE: BXMT).

Agasti manages one of the largest real estate portfolios in the Nordics, valued

at NOK 35 billion. Agasti's real estate portfolio is a strategic acquisition for

Blackstone, with its investment in the Obligo management platform strengthening

its position in the region further. Agasti and Blackstone have ambitions to

jointly pursue further real estate transactions and to potentially build up a

leading position in the Nordic real estate market. Blackstone will, together

with the management of Agasti, assess how to operate and develop the combined

business going forward.

James Seppala, Head of European Acquisitions in Blackstone commented:

"We have had a long standing ambition to increase our presence in the Nordics.

Following the acquisition of the real estate portfolio managed by Obligo, we

will have a real estate portfolio in the Nordics which fits our investment

strategy well. In addition, we will gain access to an experienced management

team who will be responsible for a large part of our combined Nordic real estate

portfolio."

John Høsteland, chairman of Agasti Holding ASA commented:

"The board of directors has been engaged in assessing structural solutions that

balances the interests of the shareholders in Agasti with the interests of

Agasti's clients who are shareholders in the investment portfolios managed by

Obligo. The agreement with Blackstone is a good solution for both Agasti's

owners and clients."

Jørgen Pleym Ulvness, Chief Executive Officer of Agasti Holding ASA and of

Obligo Investment Management AS commented:

"On behalf of our clients, I am very pleased that we have managed to secure this

agreement. Blackstone is one of the world's largest real estate managers with an

impressive experience, culture, capital and track record. Blackstone's desire to

build its Nordic operation around our management platform in Obligo is a

declaration of trust and an opportunity which we will manage in the best

possible way."

Advisors:

Union Corporate acted as financial advisor and BAHR as legal advisor to

Blackstone.

ABG Sundal Collier acted as financial advisor and Schjødt as legal advisor to

the property portfolios and Agasti.

Contact:

Andrew Dowler

Blackstone

+44 (0) 207 451 5275

Jørgen Pleym Ulvness

CEO Obligo & Agasti

+47 9066 7877

This information is mandatory in accordance with the Securities Trading Act of

Norway § 5-12.