TORONTO, June 10, 2014 /CNW/ – The largest shareholder of Hudson’s Bay Company (“HBC”), Hudson’s Bay Company (Luxembourg) S.à r.l. (“LuxCo”), has completed the previously announced distribution of 50,048,211 common shares of HBC to LuxCo’s ultimate shareholders, including L&T B (Cayman) Inc. and its shareholders (collectively, “L&T B Cayman”), on a pro rata basis.

In the distribution, L&T B Cayman, together with its joint actors, acquired beneficial ownership or control, directly or indirectly, of an aggregate of approximately 19 million common shares of HBC, representing approximately 10.4% of the issued and outstanding common shares of HBC. Following the distribution, L&T B Cayman, together with its joint actors, beneficially owns or controls, directly or indirectly, an aggregate of approximately 24.1 million common shares of HBC, representing approximately 13.2% of the issued and outstanding common shares of HBC. The above mentioned shares are subject to a voting agreement between L&T B Cayman and its joint actors, and voting decisions for such shares are made by L&T B Cayman Inc.

L&T B Cayman, together with its joint actors, has acquired the above mentioned common shares of HBC by way of a dividend distribution from LuxCo. The common shares of HBC will be held for investment purposes, and L&T B Cayman, together with its joint actors, 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”.

In the distribution, other shareholders of L&T B Cayman not considered joint actors with L&T B Cayman acquired beneficial ownership or control, directly or indirectly, of an aggregate of approximately 6 million common shares of HBC, representing approximately 3.3% of the issued and outstanding common shares of HBC.

Following the distribution, LuxCo continues to hold approximately 20.6 million common shares of HBC, representing approximately 11.3% of the issued and outstanding common shares of HBC. LuxCo currently intends to undertake an additional distribution of approximately 9.6 million common shares of HBC to its ultimate shareholders on a pro rata basis.

The sole shareholder of LuxCo is Hudson’s Bay Trading Company, L.P., (“HBTC”) a Cayman Islands limited partnership. 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 LuxCo. The sole member of NRDC is L&T B Cayman. Investment and voting decisions at L&T B Cayman are made jointly by the beneficial owners of L&T B Cayman, and therefore no individual member of L&T B Cayman is the beneficial owner of the securities held by LuxCo, except with respect to the shares in which such member holds a pecuniary interest.

Pursuant to the HBTC limited partnership agreement, LuxCo has irrevocably appointed Hanover Investments (Luxembourg) S.A. (“Hanover”) as proxy for the exercise of all voting rights that arise from time to time over the common shares of HBC held by LuxCo up to the percentage of the common shares of HBC held by LuxCo that is equal to Hanover’s percentage interest in HBTC, provided that in no event and at no time shall Hanover exercise the voting rights to more than 33% of the issued and outstanding common shares of HBC.

Each of Messrs. William Mack, Lee Neibart, Richard Baker and Robert Baker is a director and direct or indirect principal shareholder of L&T B Cayman entitled to participate in investment and voting decisions and therefore may be deemed to share voting and dispositive power with respect to the shares held by LuxCo. Messrs. William Mack, Lee Neibart, Richard Baker and Robert Baker each disclaim any beneficial ownership of any such shares, except to the extent of his pecuniary interest therein.

L&T B (Cayman) Inc. is a corporation governed by the laws of the Cayman Islands with a registered office address of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

SOURCE Hudson’s Bay