Hospitality Invest - Corporate reorganisation, contemplated acquisition of minority interests and bond issue
Oslo - 25 November 2016
Corporate reorganisation, contemplated acquisition of minority
interests and bond issue
Over the last years, Hospitality Invest AS ("Hospitality
Invest") has observed a positive development in all its
investments within the care segments, and at the same time, the
group companies have entered into new geographical areas.
Hospitality Invest strongly believes that the core segments in
which it is invested will continue to experience a positive
trend in the Nordic and European countries in the years to come.
In order to arrange for the continued growth in its current
investments in the care segments, Hospitality Invest intends to
consolidate all its holdings within the preschools, care,
individual & family and integration services segments under its
fully-owned and newly incorporated subsidiary to be named
Norlandia Health & Care Group AS (NHCG).
After the reorganisation, NHCG plans to acquire all outstanding
minority stakes in Norlandia Care Group AS, Kidsa Drift AS, Hero
Group AS and Aberia Healthcare AS (all companies collectively
referred to as "Norlandia"), and Hospitality Invest will
simultaneously contribute its majority shareholdings in the same
companies as equity in kind to the NHCG.
Norlandia will become a leading player in the Nordic private
care market with more than eight thousand employees and 2016e
revenues of NOK 5,500 million. The company is expected to
benefit from significant synergies between its segments and
vastly improved diversification across geography and product.
Contemplated bond issue
In relation to the transaction described above, Norlandia is
contemplating the issuance of a senior secured bond in the
Nordic bond market with maturity in 2021. The bond issue will be
equivalent to NOK 1,750 million, and will consist of a NOK
and/or a SEK tranche.
The net proceeds from the contemplated bond issue will be used
- Repay approximately NOK 844 million of current debt, including
Norlandia Care Group AS' NOK 650 million bond maturing in April
2018 (OSE: NCG01), which will be called in connection with a
successful placement of the new bond; and
- Finance the acquisition of shares in Norlandia Care Group AS,
Kidsa Drift AS, Hero Group AS and Aberia Healthcare AS from
minority shareholders; and
- General corporate purposes.
Consolidated overview of the financial position of Norlandia for
the period from 1Q-3Q16, estimates for 4Q16 and full year 2016
are included in the attached file.
ABG Sundal Collier, DNB Markets and Pareto Securities have
been appointed as Joint Lead Managers of the contemplated bond
For further information, please contact:
Kristian Adolfsen, Chairman
Tel: +47 22 98 97 40
Yngvar Tov Herbjørnssønn, CEO
Tel: +47 91 83 71 89
Kristoffer Lorck, CFO
Tel: +47 93 02 88 18
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of the bonds or any other
security of Norlandia Health & Care Group AS. The bonds have not
been and will not be registered under the Securities Act or any
state securities laws. Unless so registered, the bonds may not
be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities
Act and applicable state securities laws.
The statements in this press release that are not historical
facts may be forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause the
outcome to be materially different. Norlandia Health and Care
Group AS undertakes no obligation to revise or update any
forward looking statements, unless required to do so under the
About Hospitality Invest AS
Hospitality Invest AS is a private investment company controlled
by Roger Adolfsen and Kristian A. Adolfsen. The company invests
across a variety of sectors, including Hotel Operations, Care
Services, Staffing and Real Estate. The company has a bond
listed on the Oslo Stock Exchange under the symbol "HOIN01".