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Pioneer Property Group ASA

Quarterly Report Feb 15, 2017

3715_rns_2017-02-15_c663733c-5ef3-40bc-8291-96c8150feed3.pdf

Quarterly Report

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PIONEER PROPERTY GROUP ASA

Highlights of the Q4 report

  • Total revenues in the fourth quarter of 2016 were MNOK 60.3, up from the third quarter as a result of newly acquired properties.
  • Operating costs in the quarter were impacted by miscellaneous costs relating to the acquisitions and implementation of properties from NCG and Trevian, as announced in Q3.
  • Interest expenses in the quarter increased due to the full effect of the new PPP bond and also due to oneoff expenses relating to the refinancing of bank loans, including some double-interest costs.
  • At the end of the quarter PPG commissioned Newsec to review the valuation of the property portfolio. The valuation of MNOK 4,043 has prompted the Board of Directors to increase the book value in accordance to IFRS, triggering an extraordinary accounting profit of MNOK 242 in the fourth quarter.
  • Primarily as a result of large gains from the adjustment of property values, EBIT for the fourth quarter was MNOK 292 and pre-tax profit was MNOK 263.
  • The new bond of MNOK 1,000 in Pioneer Property Group's subsidiary company Pioneer Public Properties AS was successfully listed on the Oslo Stock Exchange from the beginning of the fourth quarter.
  • A new bank financing from DnB of MNOK 495 was established to refinance smaller bank-loans in several subsidiary companies in addition to adding bank financing to recently acquired kindergartens.
  • On 31th December, PPG paid a 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 first quarter 2017. See the company's website for updated financial calendar information.
  • At the end of the fourth quarter PPG had total assets of MNOK 4,423, where Investment Property (133 properties) were valued at MNOK 4,043, and with a cash balance of MNOK 350. Total debt was MNOK 2,568 with total equity of MNOK 1,855.

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 (end Q4) consists of 133 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 fourth quarter

The bond in PPG's subsidiary group, Pioneer Public Properties AS, was successfully listed on the Oslo Stock Exchange at the start of the fourth quarter.

The Company obtained new bank financing from DnB of MNOK 495, which was utilized to refinance several smaller bank loans in subsidiaries, in addition to adding debt to a number of the recently acquired properties.

Subsequent events since the end of the fourth quarter

No material subsequent events have occurred during the start of 2017.

Overview of the financial accounts for the fourth quarter of 2016

Underlying revenues were in line with expectations as the acquired properties, as announced in the previous quarter, were included in PPG's accounts. Revenues for the quarter were at MNOK 60.3, representing a new quarterly run-rate level for the Group.

Several one-off effects impacted the fourth quarter results. Notably the adjustment of the company's investment properties which triggered gains of MNOK 242. Profitability for the quarter was therefore significantly increased to an operating result of MNOK 292 and pre-tax profit of MNOK 263.

The balance sheet as of 31th December includes the new valuation level for the Group's Investment Properties of MNOK 4,043, after an updated valuation report from Newsec was presented to, and approved, by the Board of Directors. The Group's cash balance was also increased in the quarter, primarily due to new bank loans from DnB of total MNOK 495, refinancing several smaller loans in subsidiary companies.

Accounting policies:

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

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 December 2016 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.

14 February 2017

Roger Adolfsen Chairman

Sandra Henriette Riise Board Member

Geir Hjort Board Member

Even Carlsen Board Member

Nina Hjørdis Torp Høisæter Board Member

Consolidated Income Statement - Pioneer Property Group ASA

NOK thousand Note Q4 15 2015 Q1 16 Q2 16 Q3 16 Q4 16 2016
Income from rent 2 18 51,055 129,319 52,302 52,302 52,674 60,270 217,548
Other income 2 -223 -223 151 1
4
1
4
1
4
193
Total Income 50,833 129,097 52,452 52,316 52,688 60,285 217,741
Payroll expenses 1
5
314 314 263 188 450
Other operating expenses 8 6,148 31,943 5,962 4,768 5,748 10,824 27,302
Total Expenses 6,461 32,256 5,962 4,768 6,010 11,012 27,752
Fair value adjustment on properties 1
2
- - - 242,392 242,392
Operating profit (EBIT) 44,371 96,840 46,490 47,547 46,678 291,664 432,380
Finance income 1
3
4,449 7,122 631 688 918 469 2,707
Finance expenses 1
3
19,949 62,189 24,284 22,793 71,068 30,419 148,563
Currency expenses 1
3
1,618 -807 812
Net Finance -15,500 -55,067 -23,653 -22,105 -71,768 -29,143 -146,668
Profit/(loss) before tax 28,871 41,773 22,838 25,443 -25,089 262,521 285,712
Income taxes 1
0
1,763 5,610 5,709 6,361 -6,272 46,345 52,143
Profit/(loss) for the period 27,108 36,163 17,128 19,082 -18,817 216,176 233,569

Consolidated Statement of Comprehensive Income - Pioneer Property Group ASA

NOK thousand Note Q4 15 2015 Q1 16 Q2 16 Q3 16 Q4 16 2016
Profit/(loss) for the period 27,108 36,163 17,128 19,082 -18,817 216,176 233,569
Total other comprehensive income, net of tax - - - - - - -
Comprehensive income for the period 27,108 36,163 17,128 19,082 -18,817 216,176 233,569
Profit or loss for the period attributable to
All shareholders of PPG ASA 27,108 36,163 17,128 19,082 -18,817 216,176 233,569
-
Profit or loss for the period attributable to
Ordinary shareholders of PPG ASA 14,920 6,179 4,941 6,894 -31,005 203,988 184,819
Earnings per share (NOK)
Basic earnings per preference share 6 1.875 4.61 1.875 1.875 1.875 1.875 7.500
Basic earnings per ordinary share 6 1.520 0.700 0.503 0.702 -3.159 20.784 18.831
Dividend per preference share 6 1.875 4.61 1.875 1.875 1.875 1.875 7.500
Dividend per ordinary share 6 - - - - - - -

Consolidated Statement of Financial Position - Pioneer Property Group ASA

NOK thousands Note 31-12-15 31-03-16 30-06-16 30-09-16 31-12-16
Assets
Investment property 1
2
3,413,174 3,411,937 3,411,937 3,486,143 4,042,640
Other non-current assets 21,214
Total non-current assets 3,413,174 3,411,937 3,411,938 3,486,143 4,063,854
Trade and other receivables 1
6
10,607 2,344 17,084 99,027 9,574
Cash and cash equivalents 7 195,329 193,967 125,472 341,681 349,733
Total current assets 205,936 196,311 142,556 440,709 359,307
Total assets 3,619,111 3,608,248 3,554,495 3,926,851 4,423,161
Equity and liabilities
Share capital 1
7
16,314 16,314 16,314 16,314 16,314
Share premium 1
7
1,585,148 1,585,148 1,572,960 1,560,773 1,548,585
Retained earnings 36,163 53,291 72,373 53,556 289,858
Total equity 1,637,625 1,654,754 1,661,648 1,630,643 1,854,758
Borrowings 9 1,698,190 1,539,983 1,497,250 2,001,409 2,416,177
Deferred tax 1
0
15,844 21,553 27,914 21,641 60,148
Other non-current liabilities 139,508 99,394 109,432 32,623 9,339
Total non-current liabilites 1,853,542 1,660,930 1,634,595 2,055,674 2,485,665
Borrowings 9 86,793 236,947 223,097 192,090 38,391
Current tax payable 1
0
7,363 7,279 7,279 7,339 7,838
Other current liabilities 33,787 48,338 27,876 41,105 36,509
Total current liabilities 127,944 292,564 258,251 240,534 82,738
Total liabilities 1,981,485 1,953,495 1,892,847 2,296,208 2,568,403
Total equity and liabilities 3,619,111 3,608,248 3,554,495 3,926,851 4,423,161

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 31 December 2015 16,314 1,585,148 36,163 1,637,625
Profit/(loss) for the period 233,569 233,569
Proposed dividends (36,563) (36,563)
Other changes 20,126 20,126
Total comprehensive income for the period 0 (36,563) 253,695 217,133
Balance at 31 December 2016 16,314 1,548,585 289,858 1,854,758

Consolidated Statement of Cash Flows - Pioneer Property Group ASA

NOK thousands Note 2015 2016
Cash flows from operating activities:
Profit before income tax 41,773 285,712
Adjustments for:
Fair value adjustments on investment property -242,392
Interest expense - net
Borrowing cost
Taxes paid -7,279
Profit/loss on sale of fixed assets 7
0
Changes in working capital:
Trade receivables 1
6
-807 225
Trade payables 2,722
Other accruals 128,377 -68,892
Cash generated from operations 169,343 -29,834
Interest paid
Income tax paid
Net cash generated from operating activities 169,343 -29,834
Cash flows from investing activities:
Proceeds from sale of properties 1,237
Purchase of property 1
2
-3,413,174 -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 -3,413,174 -367,018
Cash flows from financing activities:
Proceeds from debt to financial institutions 9 1,837,698 1,676,110
Proceeds from other borrowings 9
Repayments of debt to financial institutions 9 -1,088,291
Proceeds from shares issued 1
7
1,631,477
Repayment of shares issued 1
7
-30,015
Dividends paid to owners of the parent 6 -36,563
Dividends paid to non-controlling interests
Net cash from financing activities 3,439,161 551,256
-
Net change in cash and cash equivalents 195,329 154,404
Cash and cash equivalents at beginning of period 7 195,329
Exchange gains/(losses) on cash and cash equivalents
Cash and cash equivalents at period end 7 195,329 349,733

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 2016 to 31 March 2016 (Q1 column), from 1 April to 30 June (Q2 column), from 1 July to 30 September (Q3 column), from 1 October to 31 December (Q4 column) and 1 January 2016 - 31 December 2016 (2016 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 quarterly reports are interim updates after the annual report of 2015, and is therefore intended to be read in connection with this report.

The fourth 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. Refer to note 10 for details. 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 Q4 2016 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: 31-12-16
Accounts receivable 582
Other Short term receivable 8,992
Cash balance 341,681
Total exposure 351,255

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 (refer to note 9), 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: 31-12-16
< 3mnths 3m-1y 1y-2y 2y-5y >5y
Borrowings (bank) 9,724 28,667 64,932 721,045 642,531
Interest on borrowings (bank) 13,418 36,262 46,710 149,695 177,907
Bond loans - - - 1,000,000 -
Interest on bond loans 16,000 48,000 64,000 152,000 -
Other liabilities

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 31-12-16
Total borrowings 2,463,220
Less: Cash and cash equivalents 349,733
Net debt 2,113,486
Total equity 1,854,758
Total capital 3,968,245
Gearing ratio 53%

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:

Norway Sweden Finland Group
1,001 3,389 60,270
14 - - 14
1,001 3,389 60,284
55,880
55,894

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 2016 a valuation report was commissioned from Newsec.

Newsec has valuated the properties using a combination of discounted cash flow models and market based property yield. All cash flows used in the calculations are based on long term contracts – and both Newsec and management assess the cash flows to be stable without material uncertainty. The critical estimates in the calculation, based on this judgement, is therefore the yield level. See note 12 for additional discussion of Investment Properties, including sensitivities.

Note 5: Contingencies and commitments

The Group has no contingent liabilities nor commitments as at 31 December 2016.

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 EPS Q1 Q2 Q3 Q4 YTD
Net profit, m 17.13 19.08 -18.82 216.18 233.57
Less pref share dividends, m -12.19 -12.19 -12.19 -12.19 -48.75
Attributable to ord shares, m 4.94 6.89 -31.00 203.99 184.82
Weighted avg ord shares, m 9.81 9.81 9.81 9.81 9.81
EPS to ord shares 0.50 0.70 - 20.78 18.83

b) Diluted

As per 31 December 2016 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 31-12-16
Bank deposits 349,733
Total 349,733

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

Note 8: Expenses

Specification of other opex 31-03-16 30-06-16 30-09-16 31-12-16 YTD 2016
Management fee 2,830 2,830 2,830 3,372 11,861
Other operating expenses 3,132 1,939 2,156 8,213 15,441
Total other operating expenses 5,962 4,768 4,986 11,586 27,302

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 December 2016:

NOK thousand 31-12-16
Non-current
Commercial bank loans 659,395
Husbank loans (state bank) 769,113
Bonds in Pioneer Public Properties AS 987,669
Total 2,416,177
NOK thousand 31-12-16
Current
Commercial bank loans 7,356
Husbank loans (state bank) 31,036
Bonds in Pioneer Public Properties AS -
Total 38,391
NOK thousand 31-12-16
Total non-current and current
Commercial bank loans 666,751
Husbank loans (state bank) 800,149
Bonds in Pioneer Public Properties AS 987,669
Total 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 December 2016 NOK 581 million are on a fixed rate. The remaining NOK 1466 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 31-12-16 31-12-16
PPP 1,000,000 1,047,500NIBOR+5,25 % 2016/2021
Transaction costs -13,701
Amortization 1,370
Total bond 987,669 1,047,500
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 PPP-

group. (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 December 2016

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

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 December 2016 tax expense is 25 %.

Q1 16 Q2 16 Q3 16 Q4 16 2016
165,251
- -242,392
5,709 6,361
22,838 25,443
22,838 25,443
-25,089 262,521 285,712
-25,089 262,521 208,571
-6,272 46,345 52,143

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

During the third and fourth quarter the Group bought real estate companies in Sweden, Finland and Norway. The Group also founded a Norwegian holding company.

Company added to the Group in Q3-Q4
Name
Location Percent of
stock
Pioneer Public Finland OY Finland 100 %
Kiinteistö OY Akaan Tenavajoti Finland 100 %
Kiinteistö OY Lohjan Tenavajoti Finland 100 %
Kiinteistö Esoo Palolammentie OY Finland 100 %
Kiinteisö Hyvinkään Pavinmäenkatu OY Finland 100 %
Kiinteistö Keravan Kurkela OY Finland 100 %
Kiinteistö Bromkuja Kirkkonummi OY Finland 100 %
Päiväkotikiinteistö Klaukkala Pikkutikankuja OY Finland 100 %
päiväkotikiinteistö Aapraminkaari Vantaa OY Finland 100 %
Päiväkotikiinteistö Vihti Nummela OY Finland 100 %
Päiväkotikiinteistö Touhula Karistonkatu Lahti OY Finland 100 %
Oulunsalon Tetrilänku KOY Finland 100 %
Touhula Ritaharju KOY Finland 100 %
Kangasala Ilkontie KOY Finland 100 %
Päiväkoti Ylöjärvi rimpitie OY Finland 100 %
Casparssons Fastighetsbolag AB Sweden 100 %
Västeråsfjärdens fastighetsbolag AB Sweden 100 %
Kidsa Hylkje AS Norway 100 %
Kidsa Sandgotna AS Norway 100 %
Kidsa Ladegården AS Norway 100 %
Kidsa Festtangen AS Norway 100 %
Kidsa Øvre Sædal AS Norway 100 %
Kidsa Kokstad AS Norway 100 %
Kidsa Øvsttun AS Norway 100 %
Kidsa Øyrane AS Norway 100 %
Pioneer Public Properties V AS Norway 100 %
Kidsa Ospeli Eiendom AS Norway 100 %
Soløyvannveien 100 AS Norway 100 %
ITS Solbarnehager AS Norway 100 %
Norlandia Barnehagene Porsgrunn AS Norway 100 %

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 (ref note 3). On average, there are 16 years remaining on the lease agreements. All agreements are fully CPI-adjusted annually. The Group does not have any 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 the year, PPG commissioned an 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 primeyield 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.

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 +/– 5 per cent affects the Groups's property value by +/– NOK 202 million.

Note 13: Net financial items

NOK thousands Q1 16 Q2 16 Q3 16 Q4 16 YTD 16
Interest income 631 688 918 469 2,707
Currency expense - 1,618 -807 812
Interest expense 24,284 22,793 71,068 30,419 148,563
Net financial items 23,653 22,105 71,768 29,143 146,668

Note 14: Related-party transactions

Overview of related parties

Related party Relation to the Group
Roger Adolfsen Chairman of the Board and owner of Mecca Invest AS
Sandra Henriette Riise Board member
Geir Hjort Board member
Even Carlsen Board member and owner of Grafo AS
Nina Hjørdis Torp Høisæter Board member
Runar Rønningen CEO Pioneer Capital Partners AS
Pioneer Capital Partners AS Shareholder andDeliverer of managment services
Hospitality Invest AS Substantial shareholder
Grafo AS Substantial shareholder
Kevenstern AS Substantial shareholder
Mecca Invest AS Substantial shareholder
Norlandia Care Group AS Controlled by substantial shareholders, refer to note 17
Pioneer Bidco I AS Controlled by substantial shareholders, refer to note 17
Kidsa Drift AS Controlled by substantial shareholders, refer to note 17
Kidsa Barnehager AS Controlled by substantial shareholders, refer to note 17
Acea Properties AS Controlled by substantial shareholders, refer to note 17
Indirect ownership of shares by board
member:
Ord. Shares Pref. shares
Roger Adolfsen 2 938 912 437 805
Even Carlsen 1 773 386 338 600
Runar Rønningen 0 59 650

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

Transactions with related parties Q1 16 Q2 16 Q3 16 Q4 16 2016
Rent from NCG 14,845 14,845 14,845 14,845 59,380
Rent from Kidsa 9,775 9,775 9,775 9,775 39,099
Mangmt fee Pioneer 2,830 2,830 2,830 3,372 11,861
Share purchase rel. parties - - 100,127 0 100,127
Receivables from related parties 31-12-16

Kidsa Barnehager AS 29,535

The outstanding balances between the related parties are unsecured. The interest rate used to calculate interest are based on current market rates. There are no provisions for loss on receivables. 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 14 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. For 2016 the accrued compensation for the board members totaled TNOK 450.

Note 16: Trade receivables

31-12-16
Trade Receivables 582
Other Receivables 8,992
Total Receivables 9,574

None of the receivables are due.

Note 17: Share capital and shareholder information

2016 Share value in NOK
Number of Ordinary Preference Share Total
shares shares shares premium
At 31 December 2016, m 16.31 9.81 6.50 1,549 1,565

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 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

31-12-16
Within 1 year 228,696
Between 1 and 5 years 961,445
After 5 years 4,366,560

Note 19: Subsequent events

No material subsequent events have occurred since the end of the fourth quarter 2016

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 presented in this document.

Discussion of the financial accounts for the fourth quarter of 2016

Underlying revenues were in line with expectations and PPP's contracted revenues. Revenues were increased from the third quarter, as the previously announced acquisition of properties from Norlandia Care Group and Trevian were consolidated in the accounts with full effect. Total revenues in Q4 were MNOK 60.3.

Due to the fair value adjustment of Investment Properties, the financial accounts include an accounting one-off profitability, in accordance to IFRS, of MNOK 242. As a result profitability was significantly higher in the fourth quarter with a profit before tax of MNOK 262.

The balance sheet as of 31 th December includes Investment Property of MNOK 4,043. In addition, the company had MNOK 164 in cash balance at the end of the quarter. On the debt side, PPP had a total of MNOK 2,603 in debt.

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 December 2016 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.

14 February 2017

Runar Rønningen

The Board of Directors Pioneer Property Group ASA

Consolidated Income Statement – Pioneer Public Properties AS

NOK thousand 2015* Q1 Q2 Q3 Q4 2016
Income from rent 19,309 52,302 52,302 52,674 60,270 217,548
Other income 2
9
151 1
4
1
4
1
4
193
Total Income 19,338 52,452 52,316 52,688 60,285 217,741
Payroll expenses
Expenses related to property - 762 -762 -
Other operating expenses 3,309 5,304 4,016 4,462 11,845 25,627
Total Expenses 3,309 5,304 4,016 5,224 11,083 25,627
Fair value adjustment on investment properties 242,392 242,392
Operating profit (EBIT) 16,029 47,149 48,300 47,465 291,593 434,506
Finance income 1,359 265 143 682 -147 944
Finance expenses 8,303 24,716 19,840 76,641 30,600 151,797
Currency expenses - 1,618 -807 811
Net Finance -6,944 -24,450 -19,697 -77,577 -29,940 -151,664
Profit/(loss) before tax 9,085 22,698 28,603 -30,113 261,653 282,842
Income taxes 2,453 5,675 7,151 -7,528 36,187 41,484
Profit/(loss) for the period 6,632 17,024 21,452 -22,584 225,467 241,358

* For the period 27/11 to 31/12

Consolidated Statement of Financial Position – Pioneer Public Properties AS

NOK thousands 31-12-15 30-09-16 31-12-16
Assets
Investment property 3,413,174 3,486,143 4,042,640
Deferred tax assets -
Investment in subsidiaries
Loans other companies 21,214
Total non-current assets 3,413,174 3,486,143 4,063,854
Trade and other receivables 10,607 77,348 9,416
Cash and cash equivalents 174,042 145,456 163,812
Total current assets 184,649 222,805 173,228
Total assets 3,597,823 3,708,947 4,237,082
Equity and liabilities
Share capital 120,000 120,000 120,000
Share premium 1,264,959 1,264,959 1,264,959
Retained earnings 6,632 22,523 249,617
Total equity 1,391,591 1,407,482 1,634,576
Borrowings 1,698,190 2,001,409 2,416,177
Deferred tax 25,801 31,098 60,148
Other non-current liabilities 316,290 36,744 26,115
Total non-current liabilites 2,040,281 2,069,251 2,502,440
Borrowings 86,793 192,090 38,391
Current tax payable - 60 970
Other current liabilities 79,158 40,064 60,704
Total current liabilities 165,952 232,214 100,066
Total liabilities 2,206,233 2,301,465 2,602,506
Total equity and liabilities 3,597,823 3,708,947 4,237,082

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