Share Issue/Capital Change • Jun 18, 2015
Share Issue/Capital Change
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Information about the PPG preference shares
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO
U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Pioneer Property Group ASA - Information about the
preference shares
Oslo, 18 June 2015 - Reference is made to the resolution by
the board of directors of Oslo Børs to approve the
preference shares (the "Preference Shares") in Pioneer
Property Group ASA (the "Company") for listing on Oslo
Axess.
The Preference Shares have a preferential right to receive
dividends from the Company limited to NOK 7.5 per annum (the
"Annual Dividend") with a NOK 1 annual step-up each year
commencing 1 July 2020, to a maximum of NOK 10 (accordingly
the Annual Dividend will increase by NOK 1 in year 6,
another NOK 1 in year 7 etc.) Dividends require a resolution
by a General Meeting, and that the Company has distributable
equity.
The dividend is paid on a quarterly basis by one quarter (25
percent) of the Annual Dividend, with the first record date
scheduled 30 September 2015, and is accumulated in the event
that the dividend paid falls below the preferential rights
entitled by the Preference Shares. The Preference Shares do
not carry any other entitlement to dividends. Each
Preference Share entitles the holder to one tenth of a vote
compared with the ordinary shares.
Following a resolution by the general meeting, the
Preference Shares can be redeemed, wholly or partly, at an
amount per preference share corresponding to NOK 130 if the
redemption is done prior to 1 July 2020, or at NOK 100 per
Preference Share if the redemption is done 1 July 2020 or
later (the "Redemption Price"). In addition to the
Redemption Price, the Company must pay any accrued portion
of Preference Share dividends and interest thereon. In order
for Preference Shares to be redeemed, the Company must have
unrestricted equity to the extent that the Redemption Price
exceeds the quota value of the Preference Shares.
The payment of dividend presupposes that dividends are
permitted by law and approved by the general meeting of the
Company.
SUMMARY OF TERMS FOR THE PREFERENCE SHARES
Dividend: NOK 7.5 annually, with quarterly payments of NOK
1.875 per Preference Share. The Preference Shares do not
carry any other entitlement to dividends. The dividend
increases by NOK 1 per Preference Share pro annum after 1
July 2020, however, only up to a maximum of NOK 10 pro
annum.
Voting rights: 1/10 vote per Preference Share
Non-dividend: In case the Company does not pay dividends on
the Preference Shares or pays dividends on the Preference
Shares which are lower than the rights carried by the
Preference Shares according to the Articles of Association,
the unpaid amount shall accrue and be subject to an interest
of 5 per cent pro annum until such time that full Preference
Share dividend have been paid out. No value transfers may be
carried out to the holders of ordinary shares until the
holders of Preference Shares have received full Preference
Share dividend including interest.
Redemption: Redemption may be carried out after resolution
by the general meeting of the Company at a price of NOK 130
per Preference Share if the redemption is done prior to 1
July 2020, or at NOK 100 per Preference Share if the
redemption is done 1 July 2020 or later. If a proposal from
the board of directors regarding redemption of Preference
Shares is not supported by sufficient majority at the
Company's general meeting, and such majority would have been
achieved if the Preference Shares were disregarded, the
preference dividend is to be reduced to NOK 0 (nil) per
preference share per year, and shall not be increased under
article 5 in the Articles of Association.
The Company's dissolution: At the Company's dissolution,
Preference Shares carry preferential rights as for
redemption.
Extraordinary majority requirements: The terms of the
Preference Shares are governed by the Company's Articles of
Association. To pass resolutions to issue new preference
shares with in any respect better right to the Company's
earnings than the Preference Shares, a decision by the
Company's general meeting is needed where shareholders
representing at least two thirds of both the votes and
shares at the general meeting and shareholders representing
at least two thirds of the Preference Shares represented at
the General Meeting, agree to the resolution.
Further information about the Preference Shares is included
in the prospectus dated 3 June 2015 and the company's
articles of association.
Enquiries
Martin P. Hoff, CFO - +47 47214721
www.pioneerproperty.no
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