Major Shareholding Notification • Dec 15, 2016
Major Shareholding Notification
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PPG - Mandatory notification of trade and mandatory bid obligation
Oslo, 15 December - As part of a corporate restructuring,
Hospitality Invest AS has today entered into an agreement
(the "Purchase Agreement") for the acquisition of 1,967,537
ordinary shares in Pioneer Property Group ASA from its
partly owned subsidiary, Norlandia Care Group AS, for a
purchase price of NOK 101.819 per share. The transfer is
expected to be completed on or about 20 December 2016.
- After completion of the Purchase Agreement, Norlandia Care
Group AS will own 0 ordinary shares and 99,369 preference
shares in Pioneer Property Group ASA, equivalent to 0.61% of
the total share capital and 0.09% of the total votes in
Pioneer Property Group ASA.
- After completion of the Purchase Agreement, Hospitality
Invest AS will own 3,912,994 ordinary shares and 10,000
preference shares in Pioneer Property Group ASA, equivalent
to 24.05% of the total share capital and 37.40% of the total
votes in Pioneer Property Group ASA.
- After completion of the Purchase Agreement, Hospitality
Invest AS on a consolidated basis will control 4,143,062
ordinary shares and 290,835 preference shares in Pioneer
Property Group ASA, equivalent to 27.18% of the total share
capital and 39.87% of the total votes in Pioneer Property
Group ASA.
Hospitality Invest AS has simultaneously entered into an
agreement (the "Sales Agreement") for the sale of 711,068
ordinary shares in Pioneer Property Group ASA for a price of
NOK 101.819 per share. The Sales Agreement is entered into
with the current minority shareholders in Norlandia Care
Group AS, Grafo AS and Eidissen Consult AS, which will
acquire 355,534 shares each. A wholly-owned subsidiary of
Hospitality Invest AS has entered into an agreement to
acquire all shares in Norlandia Care Group, and through the
Sales Agreement, a number of shares will be sold which
ensures that the parties retain their present financial
exposure in Pioneer Property Group ASA. The transfer is
expected to be completed on or about 21 December.
- After completion of the Sales Agreement, Hospitality
Invest AS will own 3,201,926 ordinary shares and 10,000
preference shares in Pioneer Property Group ASA, equivalent
to 19.69% of the total share capital and 30.61% of the total
votes in Pioneer Property Group ASA.
- After completion of the Sales Agreement, Hospitality
Invest AS on a consolidated basis will control 3,431,994
ordinary shares and 290,835 preference shares in Pioneer
Property Group ASA, equivalent to 22.82% of the total share
capital and 33.07% of the total votes in Pioneer Property
Group ASA.
- After completion of the Sales Agreement, Grafo AS will own
1,773,386 ordinary shares and 273,984 preference shares in
Pioneer Property Group ASA, equivalent to 12.55% of the
total share capital and 17.21% of the total votes in Pioneer
Property Group ASA.
- After completion of the Sales Agreement, Eidissen Consult
AS will own 1,773,386 ordinary shares and 273,984 preference
shares in Pioneer Property Group ASA, equivalent to 12.55%
of the total share capital and 17.21% of the total votes in
Pioneer Property Group ASA.
Hospitality Invest AS will, following completion of the
Purchase Agreement, control more than 1/3 of the votes in
Pioneer Property Group ASA, which triggers a mandatory offer
obligation. Hospitality Invest will however, through the
Sales Agreement, conduct a sale which reduces its control of
the total votes to below 1/3. As a consequence, Hospitality
Invest will not launch a mandatory offer.
Roger Adolfsen, who is a major shareholder in Hospitality
Invest AS, holds the position as Chairman of the Board of
Pioneer Property Group ASA and is defined as primary insider
subject to disclosure duties under the Norwegian Securities
Trading Act Section 4-2.
For further information, please contact:
Roger Adolfsen (CoB, Pioneer Property Group ASA)
Kristoffer Lorck (CFO, Hospitality Invest AS)
This information is subject of the disclosure requirements
in sections 6-8, 4-2 and 4-3 of the Norwegian Securities
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