Arribatec Group ASA — M&A Activity 2016

Jul 7, 2016

Agasti Holding ASA enters into an agreement to sell its business to Blackstone

Agasti Holding ASA enters into an agreement to sell its business to Blackstone

Agasti Holding ASA ("Agasti") has on 6 July 2016 entered into an agreement with

Audrey Management Holdings S.á.r.l., a company controlled by Blackstone L.P.,

regarding the sale (the "Transaction") of

(i) Agasti's 66 % share of Obligo Holding AS ("Obligo"); and

(ii) financial assets consisting of fund units and a USD 2.5 million convertible

loan to Wunderlich Investment Company, Inc. ("Financial Assets", and together

with Obligo, the "Business").

The agreed consideration is NOK 215 million, payable in cash on completion of

the Transaction. The consideration represents approximately NOK 0.73 per Agasti

share, before payment of transaction and liquidation costs.

- The Transaction with Blackstone in 2015 has directly contributed to

distributions to the shareholders of Agasti of NOK 1.14 per share. Taking the

agreed consideration for the Business into account, the shareholder values of

Agasti will have been approximately doubled since Agasti initiated discussions

with different international participants in late 2014. Assuming that assets

under management and the management fees of Obligo will be significantly reduced

in 2016 and 2017, further reducing the dividend capacity of Obligo, a majority

of the board members have concluded that the consideration represents a fair

price for the Business and that the Transaction is in Agasti's and the

shareholders' interest. The conclusion is based on advice from the company's

financial advisor, ABG Sundal Collier, and is supported by significant levels of

pre-commitment from the shareholders, says chairman of the Board of Agasti

Kathryn Moore Baker.

Completion of the Transaction is conditional only upon approval from the general

meeting of Agasti with a 2/3 majority of the votes cast. Shareholders

representing 39.89 % of the shares have committed to vote in favour of the

Transaction on terms customary for such undertakings.

The board of Agasti has the opportunity to withdraw or amend its recommendation

to vote in favour of the Transaction if a more attractive offer for the Business

is received.

A minority of the board members does not wish to recommend the transaction with

Blackstone to the shareholders, but to leave to it the general meeting to

decide. The board of Agasti encourages its shareholders to individually consider

the merits of the Transaction.

Significance of the Transaction

Agasti will, upon completion of the Transaction, no longer have any operations

or assets, other than the cash consideration received under the Transaction. The

board believes the best way to maximise shareholder value is to liquidate the

company and distribute the net values to the shareholders.

A general meeting is expected to be held on or about 22 August 2016, and it is

expected that the Transaction will close during Q3 2016. Agasti will work

towards liquidation as soon as practically possible after completion of the

Transaction, and a proposal to distribute the net values will be presented to

the shareholders in an extraordinary general meeting.

No members of the board or key employees have entered into any agreements in

connection with the Transaction. Management and key employees of Obligo have

been in discussions with Blackstone regarding investing all or part of their

liquidation proceeds from Agasti in Obligo, but no agreements have yet been

concluded.

Background for the Transaction

In the fall of 2012, Agasti was in a challenging situation. The company had

received several thousand complaints with a financial exposure of more than NOK

500 million. The company also faced a complicated but necessary restructuring of

its operations, in parallel with establishing a new business platform based on

new competence and investments. Since then, the company has terminated all

previous business, including all complaints and the financial risk associated

with these, established an institutional investor platform with Blackstone as

owner and partner, offered its shareholders liquidity and exit events by

providing distributions of more than NOK 10 billion.

The result of the restructuring was a new business organised through Obligo,

which was established in October 2015, in connection with Blackstone Real Estate

Funds entering into an agreement to acquire 34 % of Agasti's then operating

business. Agasti's business continued as a pure investment company holding 66 %

of Obligo, without operations of its own.

The Business

Obligo

Today, Obligo is an international management company with an established

institutional investor platform and a primary focus on investing in and managing

real estate in the Nordic region. As of Q1 2016, the company was managing more

than NOK 44 billion in assets, distributed among around 30 investment companies.

Obligo manages investment portfolios in (i) real estate, (ii) shipping, (ii)

private equity and (iii) infrastructure.

Obligo is, through its subsidiary Obligo Investment Management AS, a licensed

AIF management company by the Norwegian Financial Supervisory Authority. Obligo

has around 45 staff and the head office is situated in Oslo. The company also

has offices in Stockholm and New York. The management team of Obligo consists of

Jørgen Pleym Ulvness (CEO), Christian Dovland (CFO) and Svein Erik Lilleland

(Head of Corporate Finance).

Financial Assets

In addition Agasti holds, through Acta Kapitalforvaltning AS, units in 26 real

estate, shipping, infrastructure and private equity funds. Acta

Kapitalforvaltning AS will sell these to Blackstone as part of the Transaction.

Agasti further holds a USD 2.5m convertible loan to Wunderlich Investment

Company, Inc. which matures 31 July 2017, which is also being transferred as

part of the Transaction. The value of the conversion rights is believed to be

insignificant, as per Agasti's annual report for 2015.

Key figures for the Business

Profit and Loss

Q1 2016 31.12.2015

Operating income 86,726 224,827

Operating result 30,994 119,725

Pre-tax result 27,745 119,722

Balance Sheet

Q1   2016 31.12.2015

Assets 453,564 491,933

Equity 299,812 292,635

(All amounts in NOK 1000)

Obligo was formed in October 2015 and has no financial history prior to that.

Accounts

The Agasti group will book a loss of NOK 188 million in its accounts, which

represents the difference between the book value and the consideration received

for the assets sold. It is estimated that the parent company, Agasti Holding

ASA, will book a net profit of NOK 107 million in its accounts. Agasti's

preliminary view is that no taxes payable will be triggered by the Transaction.

About Blackstone

Blackstone owns the remaining 34 % of Obligo. Blackstone is a leading global

participant 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).

Advisors

BAHR acts as legal advisor to Blackstone in connection with the Transaction.

ABG Sundal Collier acts as financial advisor and Wikborg Rein as legal advisor

to Agasti in connection with the Transaction.

For further information:

Kathryn Moore Baker, chairman of the board of Agasti Holding ASA, phone +47 905

44 557

Jørgen Pleym Ulvness, CEO of Obligo, phone +47 906 67 877

Tor Arne Olsen, Communications officer of Obligo, phone +47 900 90 470.

This information is mandatory in accordance with the Norwegian Securities

Trading Act Norway § 5-12.