Hanover Investments (Luxembourg) S.A. Receives Common Shares of Hudson's Bay Company as part of Distribution from Hudson's Bay Company (Luxembourg) S.à r.l.

TORONTO, Oct. 22, 2014 /CNW/ - On October 15, 2014, Hudson's Bay Company (Luxembourg) S.à r.l. ("LuxCo"), a significant shareholder of Hudson's Bay Company ("HBC"), pursuant to the resolution of its sole shareholder Hudson's Bay Trading Company, L.P. ("HBTC"), a Cayman Islands limited partnership, has undergone a simplified voluntary dissolution in accordance with the laws of the Grand Duchy of Luxembourg (the "Dissolution"). As a result of the Dissolution, Luxco has distributed its assets to HBTC, including 20,562,000 common shares of HBC. On October 21, 2014,  HBTC has in turn distributed 9,646,819 common shares of HBC, on a pro rata basis, to its partners, including Hanover Investments (Luxembourg) S.A. ("Hanover") which is indirectly wholly-owned and controlled by the Abu Dhabi Investment Council, an institution of the Government of the Emirate of Abu Dhabi.

In the distribution, Hanover acquired ownership of an aggregate of approximately 4.7 million common shares of HBC, representing approximately 2.6% of the issued and outstanding common shares of HBC. Following the distribution, Hanover beneficially owns an aggregate of approximately 37.6 million common shares of HBC, representing approximately 20.6% of the issued and outstanding common shares of HBC.

Hanover has acquired the above mentioned common shares of HBC by way of a dividend distribution from HBTC. The common shares of HBC will be held for investment purposes, and Hanover may acquire further common shares of HBC, or dispose of its holdings of common shares of HBC, in accordance with applicable securities laws as investment conditions warrant. HBC is listed on the Toronto Stock Exchange under the symbol "HBC".

Following the distribution, HBTC holds approximately 10.9 million common shares of HBC, representing approximately 6.0% of the issued and outstanding common shares of HBC. The general partner of HBTC is NRDC L&T B, LLC ("NRDC"). As the general partner of HBTC, NRDC may be deemed to have beneficial ownership of the common shares of HBC held by HBTC. The sole member of NRDC is L&T B (Cayman) Inc.  Investment and voting decisions at L&T B Cayman are made jointly by its beneficial owners which do not include Hanover.

Pursuant to the HBTC limited partnership agreement, HBTC has irrevocably appointed Hanover as proxy for the exercise of all voting rights that arise from time to time over the common shares of HBC held by HBTC up to the percentage of the common shares of HBC held by HBTC that is equal to Hanover's percentage interest in HBTC (presently 48.4062%), provided that in no event and at no time shall Hanover exercise the voting rights over more than 33% of the issued and outstanding common shares of HBC. Subject to this proxy right of Hanover, the voting rights over the approximately 10.9 million common shares of HBC held by HBTC are exercised by NRDC in its capacity as general partner of HBTC.

Hanover Investments (Luxembourg) S.A. is a company governed by the laws of Luxembourg with an address of 46a, Avenue J F Kennedy L-1855 Grand-Duchy of Luxembourg, R.C. Luxembourg: B 132 723.

SOURCE: Hanover Investments (Luxembourg) S.A.

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