2015-03-04 15:30:00 CET

2015-03-04 15:30:01 CET


REGULATED INFORMATION

Finnish English
Dovre Group Oyj - Major shareholder announcements

Announcement regarding an agreement which, if completed, will result in change of holdings (Chapter 9, Section 10 the Finnish Securities Markets Act)


Espoo, Finland, 2015-03-04 15:30 CET (GLOBE NEWSWIRE) -- 
Dovre Group Plc           Stock exchange bulletin          March 04, 2015 at
4:30pm 

Announcement regarding an agreement which, if completed, will result in change
of holdings (Chapter 9, Section 10 of the Finnish Securities Markets Act) 

On March 4, 2015, Dovre Group Plc (Dovre Group) has received notifications from
Commuter AS, Global Group AS, Erkki Etola and Etra Capital Oy, an entity
controlled by Erkki Etola, as well as Ilari Koskelo and Navdata Oy, an entity
controlled by Ilari Koskelo, pursuant to Chapter 9 Section 5 of the Finnish
Securities Markets Act. 

The changes in holdings are due to the following transaction:

Dovre Group and the Norwegian Petroleum Consultants Group AS (NPC Group AS)
have, on March 3, 2015, signed a conditional merger agreement. According to the
agreement, Dovre Group will receive 100% of the shares in NPC Group AS in
exchange for 36,453,018 new shares to be issued by a directed issue to the
sellers' of NPC Group AS. The new shares issued to the sellers' of NPC Group AS
represent 36.5% of the shares and voting rights in Dovre Group after the
closing of the transaction. 

The completion of the transaction is subject to among other things the approval
by the Annual General Meeting of Dovre Group, to be held on March 25, 2015, of
the transaction and the authorization of the Board of Directors by the Annual
General Meeting to issue the consideration shares and to decide on the extra
dividend in accordance with the Board of Directors' proposal. 

Dovre Group has one class of shares, with each share entitling the shareholder
to one vote. The total number of shares is 63,451,751. Should the transaction
be completed, the total number of shares increases to 99,868,769. 

The target is to complete the transaction within the first half of 2015.


The notification from Commuter AS includes the following information:

Should the transaction be completed, the total ownership of Commuter AS to
shares and voting rights in Dovre Group would exceed 15% as its ownership of
all shares and voting rights in Dovre Group would be 18.25%. Commuter AS
currently holds no shares or voting rights in Dovre Group. Commuter AS holds
50% of the shares in NPC Group AS. 

Commuter AS is a limited liability company incorporated and existing under the
laws of Norway and registered under the business identity code 994 888 692.
Commuter AS is controlled by Frank Ween. 


The notification from Global Group AS includes the following information:

Should the transaction be completed, the total ownership of Global Group AS to
shares and voting rights in Dovre Group would exceed 15% as its ownership of
all shares and voting rights in Dovre Group would be 18.25%. Global Group AS
currently holds no shares or voting rights in Dovre Group. Global Group AS
holds 50% of the shares in NPC Group AS. 

Global Group AS is a limited liability company incorporated and existing under
the laws of Norway and registered under the business identity code 988 453 196.
Global Group AS is controlled by Ole Johan Olsen. 


The notification from Erkki Etola and Etra Capital Oy includes the following
information: 

Erkki Etola and Etra Capital Oy (business identity code 2305147-6), an entity
controlled by Erkki Etola, are not part of the transaction but following the
directed issue to the sellers' of NPC Group AS, the shareholding of Erkki Etola
and Etra Capital Oy will change. 

Should the transaction be completed, the total combined ownership of Erkki
Etola and Etra Capital Oy of the shares and voting rights in Dovre Group would
fall below 20% as the new shares issued to the sellers' of NPC Group AS would
dilute the proportion of all shares in Dovre Group currently held by Erkki
Etola and Etra Capital. Should the transaction be completed, the total combined
ownership of Erkki Etola and Etra Capital of all shares and voting rights in
Dovre Group would decrease from the current ownership 26.6% to 16.9%, but the
number of shares would remain at 16,900,000 shares (of which Etra Capital Oy
holds 15,000,000 shares). 


The notification from Ilari Koskelo and Navdata Oy includes the following
information: 

Ilari Koskelo and Navdata Oy (business identity code 0752616-0), an entity
controlled by Ilari Koskelo, are not part of the transaction but following the
directed issue to the sellers' of NPC Group AS, the shareholding of Ilari
Koskelo and Navdata Oy will change. 

Should the transaction be completed, the total combined ownership of Ilari
Koskelo and Navdata Oy of the shares and voting rights in Dovre Group would
fall below 5% as the new shares issued to the sellers' of NPC Group AS would
dilute the proportion of all shares in Dovre Group currently held by Ilari
Koskelo and Navdata Oy. Should the transaction be completed, the total combined
ownership of Ilari Koskelo and Navdata Oy of all shares and voting rights in
Dovre Group would decrease from the current ownership 6.9% to 4.4%, but the
number of shares would remain at 4,356,544 shares (of which Navdata Oy holds
1,300,000 shares). 



For more information, please contact:

DOVRE GROUP PLC
Heidi Karlsson, CFO
tel. +358-(0)20-436 2000
heidi.karlsson@dovregroup.com



Dovre Group is a global provider of project management services. Dovre Group
has two business areas: Project Personnel and Consulting. In 2014, the Group's
net sales were EUR 98.9 million. Dovre Group employs over 480 people worldwide.
Dovre Group has offices in Norway, Canada, the US, the UAE, Russia, Finland and
Sweden. Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V).
Company web site www.dovregroup.com 



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