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Pioneer Property Group ASA

Quarterly Report May 9, 2017

3715_rns_2017-05-09_ca673434-7f38-4742-8f8e-7eb1af7fafa6.pdf

Quarterly Report

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Q1 REPORT 2017

PIONEER PROPERTY GROUP ASA

Highlights of the Q1 report

  • Total revenue in the first quarter of 2017 was MNOK 61, compared to MNOK 52 in the first quarter of 2016 as a result of properties acquired during the second half of last year.
  • Operating profit (EBIT) in the quarter was MNOK 54 and pre-tax profit was MNOK 24, compared to MNOK 47 and MNOK 23 in the first quarter of 2016, respectively.
  • At the end of the quarter PPG executed the quarterly dividend to holders of preference shares in total NOK 1.875 per preference share. The next dividend to preference shareholders is scheduled for the end of the second quarter 2017. See the company's website for updated financial calendar information.
  • At the end of the first quarter PPG had total assets of MNOK 4,410, where Investment Properties were valued at MNOK 4,043, and with a cash balance of MNOK 363. Total debt was MNOK 2,582 with total equity of MNOK 1,828.
  • Towards the end of the quarter PPG acquired three pre-school properties from operator Norlandia which will be included in the second quarter results and will marginally increase revenues going forward.
  • After the end of the first quarter there was an extraordinary general meeting which approved an extraordinary dividend to the ordinary shareholders of NOK 5 per share – a total payment of MNOK 49.

Background and strategy

Pioneer Property Group ASA (PPG) is a real estate company focusing on providing high-quality properties for government-backed care-services. The company's current portfolio consists of 136 properties centrally located in the large cities in Norway, Sweden and Finland. The total portfolio houses a total of over twelve thousand children. The properties are leased out on long-term triple-net contracts to large kindergarten operators, including Norlandia Care Group, Espira and Touhula.

The company's property portfolio is a result of the acquisition from several independent preschool operators, again driven by these companies' wish to free-up resources and capital to be able to provide the highest quality possible in their primary focus area – preschool operations. Pioneer Property's kindergartens have during the later years played an important role in the improvement of the Norwegian preschool market, through improved capacity, quality and cost-efficiency.

Going forward the company's strategy is to expand its reach into care-services property with similar characteristics as the Norwegian kindergarten market – i.e. long term contracts with solid operators, again backed by government financing, or lease properties directly to municipalities looking for a solid private real estate partner. PPG's kindergartens are well located in central areas, including Stavanger, Bergen, Kristiansand, Göteborg, Helsinki, and the greater Oslo area.

Key material events during the quarter

The first quarter of 2017 was a stable operating quarter for the Company with no events of material significance above expected normal operating events. Towards the end of the quarter the Company acquired three smaller pre-schools from Norlandia which will be included in the second quarter results and onwards. These three pre-schools will marginally increase revenues going forward. At the end of the quarter, PPG executed the first quarter dividend payment to its preference shareholders.

Subsequent events since the end of the first quarter

There was an extraordinary general meeting held 24th April which approved an extraordinary dividend to the ordinary shareholders of total NOK 5 per share – a total payment of MNOK 49. In combination with payment for the three preschools, dividend payment to preference shareholders, and down payment of a smaller loan, the total cash balance for the PPG group will be lower in the following second quarter of 2017.

Overview of the financial accounts for the first quarter of 2017

Total revenue in the first quarter of 2017 was MNOK 61, compared to MNOK 52 in the first quarter of 2016 as a result of properties acquired during the second half of last year.

Operating profit (EBIT) in the quarter was MNOK 54 and pre-tax profit was MNOK 24, compared to MNOK 47 and MNOK 23 in the first quarter of 2016, respectively.

At the end of the first quarter PPG had total assets of MNOK 4,410, where Investment Properties were valued at MNOK 4,043, and with a cash balance of MNOK 363. Total debt was MNOK 2,582 with total equity of MNOK 1,828. During the first quarter, no events have occurred that should have materially impacted the valuation of the investment properties.

In addition to preparation of the Q1 report, PPG has also identified certain corrections to the 2016 figures. The corrections are not significant and 2016 will not be restated, but are included in the 2016 columns here on a pro-forma basis for information purposes, and adjustments will be made for the full year 2017. The corrections are: Fair value adjustment of investment properties has increased by MNOK 5 from MNOK 242 to MNOK 247, and profit before tax has increased correspondingly from MNOK 285 to MNOK 291. Deferred tax has increased from MNOK 52 to MNOK 70. Total difference in pro-forma and reported 2016 profit after tax is MNOK 13, and equity is MNOK 27.

Accounting policies:

The financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS). The consolidated accounts for the quarter were compiled in accordance with IAS 34 - Interim Financial Reporting. This financial report is an update since the last published report, which is the annual report of 2016, and is therefore intended to be read in conjunction with the annual report of 2016.

Responsibility Statement of the Board of Directors

We confirm, to the best of our knowledge, that the set of financial statements for the period ending 31st March 2017 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.

We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the financial period and their impact on the set of financial statements, a description of the principal risks and uncertainties, and major related parties' transactions.

9 May 2017

Roger Adolfsen Chairman

Sandra Henriette Riise Geir Hjort Board Member Board Member

Even Carlsen Nina Hjørdis Torp Høisæter Board Member Board Member

Consolidated Income Statement - Pioneer Property Group ASA

NOK thousand Note Q1 17 2016 Q1 16
Total Income 2 18 61,431 217,741 52,452
Expenses related to property 8
Payroll expenses 1
5
9
0
450
Expenses related to property 8
Other operating expenses 8 7,446 27,302 5,962
Total Expenses 7,537 27,752 5,962
Fair value adjustment on investment properties 1
2
- 247,795 -
Operating profit (EBIT) 53,894 437,784 46,490
Finance income 1
3
1,424 2,707 631
Finance expenses 1
3
29,354 123,891 24,284
Other financial expenses 1
3
24,672
Currency expenses 1
3
1,615 812
Net Finance -29,545 -146,668 -23,653
Profit/(loss) before tax 24,348 291,115 22,838
Income taxes 1
0
5,844 70,281 5,709
Profit/(loss) for the period 18,505 220,834 17,128

Consolidated Statement of Comprehensive Income - Pioneer Property Group ASA

NOK thousand Note Q1 17 2016 Q1 16
Profit/(loss) for the period 18,505 220,834 17,128
Total other comprehensive income, net of tax - - -
Comprehensive income for the period 18,505 220,834 17,128
Profit or loss for the period attributable to
All shareholders of Pioneer Property Group ASA 18,505 220,834 17,128
Comprehensive income for the period attributable to
Ordinary shareholders of Pioneer Property Group ASA 6,317 172,084 4,941
Earnings per share (NOK)
Basic earnings per preference share 6 1.88 1.88 1.88
Basic earnings per ordinary share 6 0.644 17.534 0.503
Dividend per preference share 6 1.88 1.88 1.88
Dividend per ordinary share 6 -

Consolidated Statement of Financial Position - Pioneer Property Group ASA

NOK thousands Note 31-03-17 31-12-16
Assets
Investment property 1
2
4,042,640 4,042,640
Other non-current assets - 6,492
Total non-current assets 4,042,640 4,049,132
Trade and other receivables 1
6
4,256 9,574
Cash and cash equivalents 7 363,321 349,733
Total current assets 367,577 359,307
Total assets 4,410,217 4,408,439
Equity and liabilities
Share capital 1
7
16,314 16,314
Share premium 1
7
1,536,398 1,548,585
Retained earnings 275,449 256,944
Total equity 1,828,161 1,821,844
Borrowings 9 2,401,292 2,416,177
Deferred tax 1
0
78,287 78,287
Other non-current liabilities 769 9,339
Total non-current liabilites 2,480,348 2,503,804
Borrowings 9 44,710 38,391
Current tax payable 1
0
10,407 7,891
Other current liabilities 46,590 36,508
Total current liabilities 101,707 82,790
Total liabilities 2,582,056 2,586,594
Total equity and liabilities 4,410,217 4,408,438

Consolidated Statement of Changes in Equity - Pioneer Property Group ASA

Attributable to owners of the parent
Share Retained
NOK thousands Share capital premium earnings Total Equity
Balance at 1 January 2016 16,314 1,585,201 36,110 1,637,625
Profit/(loss) for the period 220,834 220,834
Total comprehensive income for the period 0 0 220,834 220,834
Reduction of share capital 0
Divided (36,616) (36,616)
Transactions with owners 0 (36,616) 0 (36,616)
Balance at 31 December 2016 16,314 1,548,585 256,944 1,821,844
Profit/(loss) for the period 18,505 18,505
Divided (12,188) (12,188)
Other changes 0
Total comprehensive income for the period 0 (12,188) 18,505 6,317
Balance at 31 March 2016 16,314 1,536,398 275,449 1,828,162

Consolidated Statement of Cash Flows - Pioneer Property Group ASA

NOK thousands Note Q1 2017 2016
Cash flows from operating activities:
Profit before income tax 24,348 291,115
Adjustments for:
Fair value adjustments on investment property - -247,795
Finance expense net 29,354 145,857
Profit/loss on sale of fixed assets 7
0
Changes in working capital:
Trade receivables 1
6
403 225
Trade payables 10,081 2,722
Other accruals 11,449 -68,892
Cash generated from operations 75,636 123,301
Interest received 2,707
Interest paid -29,354 -123,891
Income tax paid -3,370 -7,279
Net cash generated from operating activities 42,912 -5,162
Cash flows from investing activities:
Proceeds from sale of properties 1,237
Purchase of property 1
2
- -368,185
Purchase of net other assets
Other long term receivables
Proceeds from sale of shares and bonds -70
Net cash used in investing activities - -367,018
Cash flows from financing activities:
Proceeds from debt to financial institutions 9 1,676,110
Proceeds from other borrowings 9
Repayments of debt to financial institutions 9 -17,137 -1,112,963
Proceeds from shares issued 1
7
Repayment of shares issued 1
7
Dividends paid to owners of the parent 6 -12,188 -36,563
Dividends paid to non-controlling interests
Net cash from financing activities -29,324 526,584
Net change in cash and cash equivalents 13,588 154,404
Cash and cash equivalents at beginning of period 7 349,733 195,329
Exchange gains/(losses) on cash and cash equivalents
Cash and cash equivalents at period end 7 363,321 349,733

Notes to the Financial Statements - Pioneer Property Group ASA

Note 1: Accounting Principles

1.1 General information

Pioneer Property Group ASA (the 'Company') and its subsidiaries (together, the 'Group') invests in kindergarten, preschool properties and retirement homes and rent the properties out on long term leases. The Group holds investment properties in Norway, Sweden and Finland.

Pioneer Property Group ASA is a public limited company incorporated and domiciled in Norway. The address of the Company's registered office is Rådhusgata 23, 0158 Oslo.

The Company was incorporated 5 January 2015. The Group was formed 12 May 2015 after the acquisitions of Pioneer Public Properties I AS, Pioneer Public Properties II AS, Pioneer Public Properties III AS and Pioneer Public Properties IV AS. See note 11. In 2016 an additional subsidiary, Pioneer Public Properties V AS, was established.

The consolidated interim financial statements covers the period from 1 January 2017 to 31 March 2017 (Q1 column).

1.2 Accounting policies

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated quarterly reports quarter are prepared in accordance with IAS 34 Interim Financial Reporting.

The first quarter report represents an update on new circumstances arising after the annual report of 2016, and is therefore intended to be read in connection with this report.

The first quarter report has not been audited.

Note 2: Financial Risk

2.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.

Risk management is carried out by management under guidance by the Board of Directors. Management identifies, evaluates and act upon financial risks.

a) Market risk

Market risk is the risk that future cash flows in the form of interest payments change as a result of changes in market interest rates. Management and the Board of Directors agree on an acceptable level of interest rate exposures, which are monitored continuously by management. The level of interest rate exposure is determined based on an assessment of existing cash flows, general assessment of financial condition and available liquidity.

(i) Fair value interest rate risk

The Group holds interest bearing assets in terms for cash deposits. Fluctuations in interest would yield a higher or lower interest income. At the current level of cash deposits a change in interest rate of +/- 1 % would not be material for the financial statements.

The Group's interest rate risk arises from long-term borrowings. The Group holds several types of borrowings. Borrowings at fixed rates expose the Group to fair value interest rate risk.

(ii) Cash flow interest rate risk

Exposure to cash flow interest rate risk is assessed continuously. The need for a fixed rate is under constant review in relation to the Group to withstand adverse fluctuations in profit due to higher interest rates. Management's assessment is that the Group's current financial position does not indicate a further need for fixed interest rates.

If the interest rate had been +/- 1 % in Q1 2017 the result after tax would be +/- MNOK 6.1 million, all

other conditions unchanged and assuming a floating interest rate on 100% of the Company's borrowings.

b) Credit risk

Credit risk is the risk of loss when a party is unable to redeem their obligations to the Group, and credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, and credit exposures customers, including outstanding receivables and committed transactions. Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on ratings. The utilization of credit limits is monitored regularly.

No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.

Exposure to credit risk at the end of the period: 31-03-17 31-12-16
Accounts receivable 179 582
Other Short term receivable 4,077 8,992
Cash balance 363,321 349,733
Total exposure 367,577 359,307

The credit risk related to outstanding to related parties and banks is considered to be low.

c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations at maturity without incurring a significant increase in finance cost or not being able to meet its obligations at all. The risk also includes that the Group must forfeit investment opportunities. Cash flow forecasting is performed at Group level. Group management monitors the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom to avoid breaches in covenants on relevant borrowing facilities as well as capability to pay out quarterly dividends to holders of preference shares. The monitoring takes into account the Group's debt financing plans and covenant compliance.

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

Maturity of financial liabilities at the end of the period:
< 3mnths 3m-1y 1y-2y 2y-5y >5y
Borrowings (bank) 9,493 35,217 65,089 714,026 633,823
Interest on borrowings (bank) 12,196 35,945 46,171 143,938 172,324
Bond loans - - - 1,000,000 -
Interest on bond loans 16,000 48,000 64,000 136,000 -
Other liabilities 47,359

d) Currency risk

Currency risk is a financial risk that exists when a financial transaction is denominated in a currency other than that of the base currency of the company. Currency risk also exists when the foreign subsidiary of a firm maintains financial statements in a currency other than the reporting currency of the consolidated entity. The risk is that there may be an adverse movement in the exchange rate of the denomination currency in relation to the base currency before the date when the transaction is completed.

As the Group has subsidiaries in Sweden and Finland where the currencies are SEK and EUR, respectively, the company is exposed to currency risk as the Group's consolidated financial statements are reported in NOK.

2.2 Capital management

The group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders holding ordinary shares, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated balance sheet plus net debt.

Gearing ratio at the end of the period 31-03-17 31-12-16
Total borrowings 2,446,003 2,454,569
Less: Cash and cash equivalents 363,321 349,733
Net debt 2,082,681 2,104,836
Total equity 1,828,161 1,821,844
Total capital 3,910,843 3,926,680
Gearing ratio 53% 54%

Note 3: Segment Summary

The Group's business is to own and manage investment properties in Norway, Sweden and Finland and rent them out to operators of pre-schools. There is no material difference in risk and margins in the different investment properties. The Group is therefore considered to operate in one business area and in three geographical areas

The Group have seven customers: Norlandia Barnehagene, Kidsa Barnehager, Espira Barnehagene, Suomen Tenava Päiväkodit, Norlandia Förskolor, Touhula and Casparssons Vårdhem. A geographical split of revenues for the quarter is as follows:

NOK thousand Norway Sweden Finland Group
Income from rent 55,931 723 3,679 60,333
Other income 14 - 1,083 1,097
Total Income 55,946 723 4,762 61,431

Note 4: Critical accounting estimates and judgement

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of items in the statement of financial position within the next financial year are addressed below.

a) Fair value of Investment Properties.

The fair value of investment Properties is assessed quarterly by management. The Investments Properties are on a regular basis subject to on-site inspections and technical evaluations. On an annual basis, in conjunction with preparation of the Annual Accounts, the Company commissions an external valuation report for the portfolio to support managements own estimates. This valuation report is commissioned from a well know and reputable company, and for the last financial year 2016 a valuation report was commissioned from Newsec. There are no changes in the value of the properties in the first quarter 2017. The fair value adjustment in the first quarter is based on an adjusted purchase price for properties acquired in December 2016.

Note 5: Contingencies and commitments

The group entered into an agreement of buying 3 new real estates from Norlandia Care Group

The agreement was signed 31.03.2017, and the real estate will be included in the Q2 report for the group.

Note 6: Earnings per share

a) Basic

The Group's preference shares are entitled to a fixed dividend of NOK 7.50 per annum, if the General Assembly approves payment of dividends. To calculate the earnings per share the entitled dividend to the preference shares is deducted from comprehensive income for the period. The earnings per ordinary share is the remaining comprehensive income deducted the preference share dividend divided by the weighted average number of shares in issue during the period.

Calculation of earnings per share for the period Q1 2017 Q1 2016
Net profit 18,504,783 17,128,165
Less pref share dividends -12,187,500 -12,187,500
Profit attributable to ord shares 6,317,283 4,940,665
Weighted avg ord shares 9,814,470 9,814,470
EPS to ord shares 0.64 0.50

b) Diluted

As per 31 March 2017 no rights are issued which cause diluted earnings per share to be different to basic earnings per share.

Refer to note 17 for information related to the classes of shares.

Note 7: Cash and cash equivalents

Cash and cash equivalents 31-03-17 31-12-16
Bank deposits 363,321 349,733
Total 363,321 349,733

There are no restricted funds at the end of the period.

Note 8: Expenses

Specification of other operating expenses 31-03-17 31-03-16
Management fee 3,487 2,830
Other operating expenses 3,959 3,132
Total other operating expenses 7,446 5,962

Note 9: Borrowings

Interest-bearing liabilities and available cash and cash equivalents constitute the capital of the Group. The Group's main source of financing are bank loans, bond

loans in the Norwegian bond market and shareholder loans. Summary of external bank- and bond loans by tranche as of 31 March 2017:

NOK thousand 31-03-17 31-12-16
Non-current
Commercial bank loans 644,378 659,395
Husbank loans (state bank) 768,561 769,113
Bonds in Pioneer Public Properties AS 988,354 987,669
Total 2,401,292 2,416,177
NOK thousand 31-03-17 31-12-16
Current
Commercial bank loans 15,383 7,356
Husbank loans (state bank) 29,327 31,036
Bonds in Pioneer Public Properties AS - -
Total 44,710 38,391
NOK thousand 31-03-17 31-12-16
Total non-current and current
Commercial bank loans 659,761 666,751
Husbank loans (state bank) 797,888 800,149
Bonds in Pioneer Public Properties AS 988,354 987,669
Total 2,446,003 2,454,569

a) Bank borrowings

The Group's major bank loans are with Husbanken, DnB, SR-Bank, and Danske Bank. The bank borrowings mature until 2035. Of the total bank borrowings per 31 March 2017 NOK 514 million are on a fixed rate. The remaining NOK 1932 million are on floating rates.

b) Bond loans

The Group has one issued bond:

Pioneer Public Property (ticker PPU01) at Oslo Børs amounting to NOK 1,000 million with maturity in May 2021. The bond is a senior secured callable bullet bond with voluntary redemption at specified premiums up until maturity. Summary of bond loans:

Book value Marked value Coupon Term
Bonds 31-03-17 31-03-17
PPP 1,000,000 975,000NIBOR + 5,25 % 2016/2021
Transaction costs -13,701
Amortization 2,055
Total bond 988,354 975,000
Whereof current - -

The PPU01 bond agreement has certain limitations on the borrower, including: (i) maintain an equity of minimum 25% on a consolidated basis for the PPPgroup. (ii) Maintain cash and cash equivalents of min MNOK 75, and (iii) maintain a minimum ratio between unsecured debt to total financial indebtnes of 30%.

The recognised value of assets pledged as security for bank borrowings as per 31 March 2017:

31-03-17 31-12-16
Investment property 4,042,640 4,042,641
Total pledged assets 4,042,640 4,042,641

Note 10: Income Tax

Income tax expense is recognized based on management's estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the year to date 31 March 201 income tax expense is 24%.

Note 11: Changes in Group structure, acquisitions during the year and subsidiaries

The group entered into an agreement of buying 3 new real estates from Norlandia Care Group.

The agreement was signed 31.03.2017, and the real estate will be included in the Q2 report for the group.

Note 12: Investment Property

Valuation

The Group rents out the investment properties on long term triple net contracts, with an exception on the properties leased to Espira, one of the Group's four main customers. On average, there are 16 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any material future maintenance capital expenditure on properties as all maintenance is carried by the tenant as agreed upon in the lease agreements. The properties are primarily located in the greater Oslo area, Bergen, the greater Stavanger area, Bodø, Tromsø, and certain locations in Sweden and Finland. See the Company's web site for a full list and map of all the properties. The investment properties are valued in accordance with the fair value method and all have been valued in accordance with valuation Level 3. The yield level of the properties has been determined on the basis of their unique risk and transactions made at the respective location according to the location price method. At the end of 2016, PPG commissioned an external cash-flow valuation for all the individual properties from Newsec. Newsec has in this report valuated each property on an individual basis using a combination of discounted cash-flow analysis and property yield level. The prime-yield used as a benchmark for individual yield assumptions in Newsec's analysis was 5.25%, and a number of individual factors for each property were applied to

assess the individual yield for the respective property/location. During the first quarter the Company has not experienced or seen any developments that should have a material impact on the total valuation levels of the properties.

Sensitivity analysis

A property analysis is an estimate of the value that an investor is willing to pay for the property at a given time. The valuation is made on the basis of generally accepted models and certain assumptions on different parameters. The market value of the properties can only reliably be established in a transaction between two independent parties. An uncertainty interval is stated in the property values and is between +/– 5 per cent in a normal market. A changed property value of If yield is changed by 1 per cent the book value of the properties change with MNOK -580, and with -0,5 MNOK 370.

If the rent changed by +/- 5 per cent value of the properties change with MNOK 202

Note 13: Net financial items

NOK thousands Q1 16 Q1 17
Interest income 631 1,424
Currency expense - 1,615
Interest expense 24,284 29,354
Net financial items 23,653 29,545

Note 14: Related-party transactions

The Group had the following material transactions with related parties in the period:

Transactions with related parties Q1 17 2016
Rent revenue from Norlandia Care Group AS including subsidiaries 17,011 59,380
Rent revenue from Kidsa Drift including subsidiaries 10,220 39,099
Management fee to Pioneer Capital Partners AS including subsidiaries 3,487 11,861
Purchase of shares from related parties (refer to note 11) 114,849
Receivables from related parties 31-03-17 31-12-16
Kidsa Barnehager AS 0 29,535
Kidsa Drift AS including subsidiaries 1 0

Other transactions made between the related parties are made on terms equivalent to those that prevail in the market at arms length

Note 15: Payroll

The company does not have any employees. Refer to Note 8 for information regarding management fee to Pioneer Management AS, a fully owned subsidiary of Pioneer Capital Partners AS. The Board of Directors receives an annual compensation based on the total number of board-meetings attended during the year. As of the first quarter 2017 the accrued compensation for the board members totals TNOK 90.

Note 16: Trade receivables

31-03-17 31-12-16
Trade Receivables 179 583
Other Receivables 4,077 8991
Total Receivables 4,256 9,574

None of the receivables are due.

Note 17: Share capital and shareholder information

Ordinary Preference
million shares shares
At 31 March 2017 9.81 6.50

The Company has two classes of shares - ordinary shares and preference shares. The face value per share for both ordinary and preference shares classes is NOK 1.

About the shares

The differences between the share classes are differing voting rights and differing rights to the Company's profit. Besides voting rights, the difference between the Company's share classes is that the preference shares entail a preferential right to the Company's profit through a preferential right over ordinary shares to dividends. The regulations on voting rights and dividends are decided upon by the Shareholders' Meeting and can be found in the Articles of Association.

The ordinary share

The Company's ordinary share confers one vote unlike the preference shares that confer one-tenth of a vote.

The preference share

The Company's preference shares confer a preferential right over ordinary shares to an annual dividend of NOK 7.50 per preference share. Dividend payments are made quarterly with NOK 1.875 per preference share, if approved by the General Assembly. The preference share does not otherwise confer a right to dividend. If the general meeting decided not to pay dividends or to pay dividends that fall below NOK 1.875 per preference share during a quarter, the difference between paid dividends

Note 18: Operational leases

Properties are leased out on long term triple-net or double-net contracts to solid pre-school operators (Espira, Norlandia Preschools and Kidsa Drift, Norlandia förskolor) of which all have lease guarantees from Norlandia Care Group.

Future payments under non-cancellable operating leases are as follows in nominal amounts excluding CPI adjustments

31-03-17 31-12-16
Within 1 year 228,696 228,696
Between 1 and 5 years 961,445 961,445
After 5 years 3,072,581 3,072,581

Note 19: Subsequent events

April 24th there was hold an extraordinary general meeting of Pioneer Property Group ASA. There was approved an extraordinary dividend to the ordinary shareholders of NOK 5.00 per share. In the second quarter a merger will be conducted between Pioneer Public Properties I AS and Pioneer Public Properties IV AS.

PIONEER PUBLIC PROPERTIES AS

Background

The Pioneer Public Properties AS (PPP) group of companies was established towards the end of 2015 and comprise all the operational companies in Pioneer Property Group ASA. The reason for establishing this subset group of companies was in preparation for the issuance of the PPP unsecured bond of MNOK 1,000, which was issued in the third quarter of 2016. The financial statements of Pioneer Public Properties AS are therefore very closely related to the financial statements of Pioneer Property Group ASA, with the key difference being the exclusion of the mother company of the PPG group. All operational discussions will be identical for the two groups, and discussions of financial accounts will be similar, with a few exceptions. The comments below are to be read in conjunction with the report for the PPG Group, as also presented in this document.

Discussion of the financial accounts for the first quarter of 2017

Underlying revenues were in line with expectations and PPP's contracted revenues. Total revenues in the quarter were MNOK 61

Operating profit (EBIT) was MNOK 55 in comparison to MNOK 47 in the first quarter of 2016. The increase is related to properties acquired towards the second half of 2016.

At the end of the first quarter PPP had total assets of MNOK 4,241, where Investment Properties were valued at MNOK 4,043, and with a cash balance of MNOK 194. Total debt was MNOK 2,620 with total equity of MNOK 1,620. During the first quarter no events have occurred that should have materially impacted the valuation of the investment properties.

In addition to preparation of the Q1 report, PPP has also identified certain corrections to the 2016 figures. The corrections are not significant and 2016 will not be restated, but are included in the 2016 columns here on a pro-forma basis for information purposes, and adjustments will be made for the full year 2017. The corrections are: Fair value adjustment of investment properties has increased by MNOK 5 from MNOK 242 to MNOK 247, and profit before tax has increased correspondingly from MNOK 282 to MNOK 288. Deferred tax has increased from MNOK 35 to MNOK 69. Total difference in pro-forma and reported 2016 equity is MNOK 39.

The financial statements have been drawn up in accordance with International Standards for Financial Reporting (IFRS).

Responsibility Statement of the Board of Directors

We confirm, to the best of our knowledge, that the set of financial statements for the period ending 31st March 2017 have been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole.

We also confirm, to the best of our knowledge, that the interim report includes a fair review of important events that have occurred during the financial period and their impact on the set of financial statements, a description of the principal risks and uncertainties, and major related parties' transactions.

9 May 2017

Runar Rønningen

The Board of Directors Pioneer Property Group ASA

Consolidated Income Statement – Pioneer Public Properties AS

NOK thousand Q1 2017 2016 Q1 2016
Total Income 61,431 217,741 52,452
Payroll expenses
Expenses related to property
Other operating expenses 6,553 25,627 5,304
Total Expenses 6,553 25,627 5,304
Fair value adjustment on investment properties - 247,795
Operating profit (EBIT) 54,877 439,909 47,149
Finance income 1,109 944 265
Finance expenses 29,862 127,125 24,716
Currency expenses 1,615 811
Other financial expenses 24,672
Net Finance -30,367 -151,664 -24,450
Profit/(loss) before tax 24,510 288,246 22,698
Income taxes 5,882 69,179 5,675
Profit/(loss) for the period 18,628 219,066 17,024

Consolidated Statement of Financial Position – Pioneer Public Properties AS

NOK thousands 31-03-17 31-12-16 31-03-16
Assets
Investment property 4,042,640 4,042,640 3,411,937
Loans to group companies 6,492
Total non-current assets 4,042,640 4,049,132 3,411,937
Trade and other receivables 3,794 9,416 2,150
Cash and cash equivalents 194,225 163,812 148,338
Total current assets 198,019 173,228 150,488
Total assets 4,240,659 4,222,360 3,562,425
Equity and liabilities
Share capital 120,000 120,000 120,000
Share premium 1,264,959 1,264,959 1,264,959
Retained earnings 235,371 235,242 23,656
Total equity 1,620,330 1,620,201 1,408,614
Borrowings 2,401,292 2,416,177 1,539,983
Deferred tax 78,287 78,287 31,475
Other non-current liabilities 42,717 26,115 251,485
Total non-current liabilites 2,522,297 2,520,579 1,822,943
Borrowings 44,710 38,391 236,947
Current tax payable 6,947 7,149 -
Other current liabilities 46,375 36,039 93,921
Total current liabilities 98,032 81,580 330,868
Total liabilities 2,620,329 2,602,159 2,153,811
Total equity and liabilities 4,240,659 4,222,360 3,562,425

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