Hanover Investments (Luxembourg) S.A. Sells Common Shares of Hudson's Bay Company on a Bought Deal Basis

TORONTO, April 28, 2015 /CNW/ - On April 28, 2015, 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, sold in the aggregate 10,587,706 common shares ("Common Shares") of Hudson's Bay Company ("HBC") at a price of $27.25 per Common Share representing approximately 5.8% of the outstanding Common Shares on a non-diluted basis pursuant to a secondary offering.

Following the delivery of a demand registration notice by Hanover to HBC pursuant to the shareholder agreement, the offering was qualified by short form prospectus dated April 21, 2015 and was completed on a bought deal basis by the underwriters, RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc. as joint bookrunners and Morgan Stanley Canada Limited.

Following the offering, Hanover beneficially owns 26,966,886 Common Shares, representing approximately 14.8% of the outstanding Common Shares on a non-diluted basis.

The Common Shares were disposed of by Hanover under the Offering for investment portfolio diversification purposes. The Common Shares held by Hanover were acquired for investment purposes. Hanover may acquire additional Common Shares, or dispose of its holdings of Common Shares, in accordance with applicable securities laws as investment conditions warrant. HBC is listed on the Toronto Stock Exchange under the symbol "HBC".

Hudson's Bay Trading Company, L.P. ("HBTC"), a Cayman Islands Limited Partnership, holds approximately 10.9 million Common Shares, representing approximately 6.0% of the issued and outstanding Common Shares. 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 held by HBTC up to the percentage of the Common Shares 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. Subject to this proxy right of Hanover, the voting rights over the approximately 10.9 million Common Shares 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.

For further information: Gerald Welvaert, +352 42 71 71 3240

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