TORONTO, Oct. 21, 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 L&T B (Cayman) Inc. and its shareholders (collectively, “L&T B Cayman”).

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 4.7 million common shares of HBC, representing approximately 2.6% 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 28.9 million common shares of HBC, representing approximately 15.8% 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.

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 909,655 common shares of HBC, representing approximately 0.005% of the issued and outstanding common shares of HBC.

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 HBTC. 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”.

Following the distribution, HBTC holds approximately 10.9 million common shares of HBC, representing approximately 6% 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. 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 HBTC, except with respect to the shares in which such member holds a pecuniary interest.

Subject to a proxy in favour of another significant partner of HBTC, the voting rights over the approximately 10.9 million common shares of HBC held in HBTC are exercised by NRDC in its capacity as general partner of HBTC.

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 HBTC. 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