Today, SkiStar and Peab entered an agreement whereby the companies intend to own, manage and develop jointly owned companies and properties in the Scandinavian mountains under a joint venture structure. The property portfolio will consist of both hotel properties and exploitable land. Skiab Invest AB ('Skiab'), the existing joint venture company that is indirectly half-owned by the parties, will constitute the parent company in the joint venture structure. As a tenant of Skiab, SkiStar will be responsible for operating the hotels. The intention is to facilitate this through a transaction whose main elements consist of:

  • Transfers from SkiStar to Skiab of two existing hotel properties in Sälen - SkiStar Lodge Hundfjället (under construction) and SkiStar Lodge Lindvallen - as well as the hotel property in Hemsedal, SkiStar Lodge Alpin, through conveyances.
  • Transfers from SkiStar to Skiab of building rights in Sälen, Vemdalen and Åre through conveyances.
  • Transfers to Skiab from companies half-owned indirectly by SkiStar and Peab: one hotel in Hemsedal, SkiStar Lodge Suites, two hotels in Trysil, Radisson Blu Mountain Resort & Residences and Radisson Blu Resort, and a building right in Trysil through conveyances.
  • SkiStar's conclusion of leases with Skiab for six premises with hotel operations, where SkiStar is the tenant. The leases have a term of 12-25 years.
  • SkiStar and Peab intend to, through wholly owned subsidiaries, capitalise Skiab proportional to their respective holdings.

The transaction is conditional on approval from SkiStar's general meeting and on existing financing being retained or new external financing being obtained in connection with the execution of the transfers. Provided that the conditions are met no later than 15 September 2021, all transactions are intended to be completed in the third quarter of the 2021 calendar year.

The transaction's negotiated purchase prices are based on market valuations of the properties. The market value of the assets transferred by SkiStar in the transactions, or by SkiStar's wholly owned subsidiaries, amounts to approximately SEK 1 billion. The annual rent that SkiStar as a tenant must pay according to the leases amounts to approximately SEK 93 million and the average rental period is 17 years. The transaction has a positive effect on earnings for SkiStar of approximately SEK 269 million for the period in which the transaction is carried out. There will also be a positive cash effect for SkiStar of approximately SEK 169 million in connection with the transaction. The equity/assets ratio decreases by 2.6 percentage points due to an increased lease liability, but the equity/assets ratio excluding IFRS 16 increases by 5.1 percentage points and strengthens SkiStar's balance sheet and financial position. However, the final impact on earnings and liquidity depends on the exchange rate that applies upon completion of the transaction. In addition to the positive earnings effect of the transaction, the conclusion of the leases provides a long-term opportunity for SkiStar to conduct a hotel business with annual sales of nearly SEK 400 million.

In parts of the transaction, SkiStar's transfers and agreements are concluded directly in SkiStar AB and in other parts indirectly through subsidiaries wholly owned by SkiStar AB. Skiab's wholly owned subsidiaries are counterparties to the transactions/leases.

SkiStar's Board estimates that the proposed restructuring will lead to strategic benefits for SkiStar. The restructuring provides greater opportunities for long-term growth and value creation, as the company can concentrate on being a professional developer and leading holiday organiser of mountain tourism all year round in Scandinavia. Within the framework of the SkiStar Lodge concept, SkiStar can offer guests attractive holiday accommodation. The restructuring should also lead to operational benefits by providing SkiStar with better conditions for operational management and by freeing up capital. By bringing together the operations that are jointly owned with Peab under Skiab, more emphasis can be placed on professional management and development of recreational properties, with greater opportunities to grow.

'The demand for active holiday experiences in the Scandinavian mountains all year round has increased sharply in recent years, where good holiday accommodation in attractive locations with high comfort is becoming increasingly important,' says SkiStar's CEO Stefan Sjöstrand. 'Through the restructuring, SkiStar can further develop its offering of high-class accommodation in the popular SkiStar Lodge concept hotels, and we get the opportunity to create even better package solutions for mountain trips in Scandinavia. This will help SkiStar further strengthen its position as the leading holiday organiser for Scandinavia so we can continue to create memorable mountain experiences for our guests.'

For SkiStar, parts of the transaction are of such a material nature and the counterparties are so closely related to SkiStar that the restructuring must be resolved by a general meeting of SkiStar's shareholders pursuant to Chapter 16 a of the Swedish Companies Act. In addition, as regards good practice on the stock market and Chapter 16 of the Swedish Companies Act, SkiStar's Board has decided that the restructuring must be approved by no less than nine-tenths of both the votes cast and the shares represented at the general meeting. Notice of an extraordinary general meeting to be held on 22 June 2021 will be issued soon. More information about the general meeting will be provided separately on the company's website at www.skistar.com/en/corporate in connection with issuance of the notice, including the Board's resolution proposal and a statement on the transactions and their related party situations and, for those parts in which the restructuring falls under Chapter 16 a of the Swedish Companies Act, independent valuation statements and fairness opinions regarding the reasonableness of the transactions from a financial viewpoint.

SkiStar AB is obliged to publish the information in this press release in accordance with the EU Market Abuse Regulation (596/2014). The information was submitted for publication through the agency of the contact persons below on 27 May 2021 at 09:00 CEST.

For more information, please contact:
Stefan Sjöstrand, CEO, +46 (0)280 84160.
Anders Örnulf, CFO, +46 (0)280 84160.

About SkiStar:
SkiStar AB (publ) is listed on the Mid Cap list of the Nasdaq Stockholm exchange. The Group owns and operates alpine ski resorts in Sälen, Åre and Vemdalen and Hammarbybacken (Stockholm) in Sweden, Hemsedal and Trysil in Norway and St. Johann in Tirol in Austria. SkiStar's market share in Sweden is 53%, in Norway 29% and in Scandinavia 43%. The core business is alpine skiing, with a focus on the guest's overall skiing experience. Operations are divided into two segments: Operation of Ski Resorts and Property Development & Exploitation. For more information, see www.skistar.com/en/corporate.

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SkiStar AB published this content on 27 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2021 07:18:02 UTC.