D. CARNEGIE & CO SEEKING AUTHORIZATION FOR A POTENTIAL RIGHTS ISSUE OF UP TO APPROX. SEK 1,500m
Not for release, publication or distribution, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where such distribution of this press release would be subject to legal restrictions.
The board of directors of D. Carnegie & Co AB (publ) (”D. Carnegie & Co” or ”the Company”) has resolved to invite shareholders to an extraordinary general meeting, to be held on 23 February 2018, with a proposal to authorize the board of directors to resolve on a rights issue of up to approx. SEK 1,500m in gross proceeds. The board of directors has not resolved on utilizing a potential authorization, but would, pursuant to investment opportunities and acquisitions and review of the capital structure, wish to have the possibility to resolve on a rights issue if market and other conditions are favorable.
THE PROPOSAL IN SHORT
D. Carnegie & Co has recently signed two major acquisitions, in Stockholm and Västerås, at an aggregated value of approx. SEK 3.24 billion (before deduction for deferred tax amounting to approx. SEK 0.24 billion). In addition, D. Carnegie & Co sees further potential for value-creating capital investments in its current property portfolio and for growing its portfolio.
In order to appropriately fund potential capital investments and recent acquisitions and to optimize the capital structure, the board of directors has resolved to call for an extraordinary general meeting to be held on 23 February 2018 with a proposal to authorize the board of directors to resolve, up until the next annual general meeting, on a rights issue with preferential right for the Company’s shareholders of up to approx. SEK 1,500m in gross proceeds. The full proposal for authorization is set forth in the convening notice to the extraordinary general meeting.
The board of directors has not resolved on utilizing a potential authorization, but would, pursuant to acquisitions and investment opportunities and review of the capital structure, wish to have the possibility to resolve on a rights issue if market and other conditions are favorable.
The Company’s largest shareholder Vega Holdco S.à r.l., holding 66 percent of the votes and 56 percent of the capital, has communicated its support of the board of director’s proposal and that it intends to vote in favor of the authorization at the extraordinary general meeting. The approval of the authorization for the board to resolve on a rights issue requires the support by shareholders representing a majority of the votes cast.
The convening notice to the extraordinary general meeting to be held on 23 February 2018 is announced in a separate press release.
FINANCIAL AND LEGAL ADVISORS
Swedbank is financial advisor and Mannheimer Swartling is legal advisor to D. Carnegie & Co.
Stockholm, 31 January 2018
D. Carnegie & Co AB (publ)
The board of directors
FOR FURTHER INFORMATION, PLEASE CONTACT:
Svein Erik Lilleland, Acting CEO
Phone: +46 (0) 8 121 317 25 E-mail: firstname.lastname@example.org
Jonas Andersson, CIO & Head of Financing
Phone: +46 (0) 8 121 317 25 E-mail: email@example.com
This information is information that D. Carnegie & Co AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 07:00 a.m. CET on 31 January 2018.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in D. Carnegie & Co AB.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect D. Carnegie & Co AB’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
 In addition, Frasdale International B.V.’s 2,306,869 shares of class B are represented by Vega Holdco S.à r.l. by proxy, meaning that the total number of votes represented by S.à r.l. amounts to 68 percent.
About D. Carnegie & Co
D. Carnegie & Co is a property company focusing on residential properties in the Greater Stockholm region and other growth areas. The company’s business concept is to own property portfolios slated for a gradual renovation of apartments in conjunction with the natural turnover of tenants. This can take place quickly and cost-efficiently thanks to extensive experience from the company's renovation method which, among other things, means that no evacuation needs to take place. In addition to this, the company creates value through the development of building rights in existing portfolios. The market value of the company’s properties amounted to SEK 20,594 million on 30 September 2017. The total rental value amounted to SEK 1,562 million annually on 30 September 2017. The economic occupancy rate is high – vacancies are virtually non-existent. D. Carnegie & Co is listed on Nasdaq Stockholm.