Information from the Board of Directors of D. Carnegie & Co AB (publ)
The Swedish National Debt Office (Sw. Riksgälden) has today announced that the accounting firm PwC has been appointed to value the shares in Carnegie Investment Bank AB. The investment bank Lazard has been appointed to value the shares in Max Matthiessen Holding AB.
With reference to the National Debt Office’s information regarding the valuation process in respect of the shares in Carnegie Investment Bank AB and Max Matthiessen Holding AB, the board of directors of D. Carnegie & Co AB (publ) (”Carnegie”) would like to make the following comments.
The credit facility granted by the Swedish National Debt Office
• The loan from the National Debt Office is granted to Carnegie Investment Bank AB and not to Carnegie. Carnegie has provided security for the loan by pledging the shares in Carnegie Investment Bank AB and Max Matthiessen Holding AB. As a consequence, this loan shall according to Carnegie be disregarded when assessing the value of Carnegie Investment Bank AB pursuant to customary procedures applicable when calculating the enterprise value on a debt free basis. The total value of the shares in Carnegie Investment Bank AB and Max Matthiessen Holding AB shall be allocated to Carnegie.
The exercise of the pledge
• The National Debt Office has carried out a take over by acquiring the shares in Carnegie Investment Bank AB and Max Matthiessen Holding AB itself, by means of an alleged exercise of the pledge. The exercise of the pledge has been done without any loan being terminated and due for payment. At the time of the exercise no valuation of the pledged shares existed. Carnegie has questioned the legal basis for the exercise of the pledge and if the National Debt Office has applied the pledge agreement correctly.
Valuation of the shares
• The board of directors is of the opinion that the valuation of the shares in Carnegie Investment Bank AB and Max Matthiessen Holding AB shall be based on the companies as ”going concerns”, in accordance with prevailing valuation methods in respect of company valuation.
• The valuation of the shares shall be based on the conditions prevailing at the time of the takeover of the shares. Set forth below is a translation of an extract of the relevant provision of the pledge agreement:
”Should the Swedish National Debt Office acquire the title to all or some of the Shares [in Carnegie Investment Bank AB and Max Matthiessen Holding AB] in accordance with Section 6.1, save for in connection with a public auction, the Swedish National Debt Office shall appraise the value of the relevant Shares according to the conditions prevailing at the time of the transfer of the title and, as regards the Shares in the Borrower [Carnegie Investment Bank AB], in accordance with the principles set forth in Chapter 4 Section 3 § para. 2 and Chapter 5 Section 1 of the Support to Credit Institutions Act (Sw. lagen (2008:814) om statligt stöd till kreditinstitut). The valuation shall be carried out expeditiously and with assistance from a well-reputed valuation institute, such as a bank, investment bank, securities company or accountant. The Pledgor [Carnegie] shall be granted access to the final version of the valuation report. If the Pledgor does not accept the Swedish National Debt Office’s valuation, the Pledgor is entitled to refer the valuation issue to the review board in accordance with Chapter 3 Section 4 of the Support to Credit Institutions Act (Sw. lagen (2008:814) om statligt stöd till kreditinstitut).”
Should Carnegie not accept the National Debt Office’s valuation of the shares in Carnegie Investment Bank AB and Max Matthiessen Holding AB, the valuation issue will be referred to the new review board established within the framework of the government’s stabilisation program. Should a dispute, according to the pledge agreement, arise, such dispute will be settled by the Swedish general courts with Stockholm District Court as first instance.