D. CARNEGIE & CO AB ACQUIRES 1,274 APARTMENTS IN STOCKHOLM FROM BYGGMÄSTARE ANDERS J AHLSTRÖM FASTIGHETS AB (publ) AGAINST PAYMENT IN CASH AND SHARES
D. Carnegie & Co AB (publ) (”D. Carnegie”) has entered into an agreement with Byggmästare Anders J Ahlström Fastighets AB (publ) (“Byggmästare Ahlström”) to acquire 1,274 apartments in Stockholm for SEK 1,673 million (15,900 SEK/sqm), before deducting deferred tax amounting to approximately SEK 80 million. The acquisition is structured as a share deal. The portfolio’s rentable area amounts to 105,000 sqm. There is, in addition, expected to be considerable upside in the portfolio’s building rights potential. The properties are located in Albyberget, Alby, Botkyrka municipality in Stockholm and are adjacent to other D. Carnegie properties. The transaction will be combined with the issue of new shares to the seller resulting in a combined cash (92% of the consideration) and share (8% of the consideration) transaction, with closing scheduled during the second quarter 2018.
The purchase price of SEK 1,593 million will consist of a cash component in an amount of SEK 1,468 million and a share component valued at SEK 125 million, with an undertaking of the seller to not divest the shares within a period of 6 months from reciept. The issue of new shares is the result of a request from Byggmästare Ahlström to become a shareholder in D. Carnegie. Byggmästare Ahlström will subscribe for 1,016,000 series B-shares in D. Carnegie, representing 1.1% of the shares and 0.9% of the votes in D. Carnegie (after completion of the rights issue in D. Carnegie). The shares will be issued at the time of closing of the transaction, at a price per share corresponding to an EPRA NAV of SEK 123 per share as of 31 December 2017, adjusted for the rights issue in D. Carnegie, which the Company considers to be on market terms. The Company views Byggmästare Ahlström’s desire to become a shareholder in D. Carnegie positively, showing that the Company's shares represent an attractive investment proposition. The shares will be issued using the board authorization resolved upon by D. Carnegie's annual general meeting.
Additionally, D. Carnegie and Byggmästare Ahlström together intend to form a Foundation, Stiftelsen Mitt Alby, with a SEK 10 million capital injection. The purpose of the Foundation is to support ambitious individuals, organizations and enterprises in Botkyrka in various ways, including financially. Its proposed chairman is Gerda E. Larsson, previous Byggmästare Ahlström’s Chief Social Officer. Mikael Ahlström and Svein Erik Lilleland will also serve as directors of the board in the Foundation.
The properties consist of several buildings located close to each other, and comprises 1,274 residential apartments. The 2017 annual rental income amounted to SEK 103 million. The properties have an estimated refurbishment ratio of 5%.
|Total area||105,000||Rental income||103|
|Residential area||100,000||Net operating income||59|
The transaction remains conditional upon Byggmästare Ahlström’s parent company approving the transaction at its general meeting to be held on or about 23 April 2018. Autus Invest AB and Alesco SA, representing in total 45.31% of the shares and 58.68% of the votes in Byggmästare Ahlström’s parent company, have undertaken to vote in favour of the transaction at the general meeting. The transaction is furthermore conditional upon Nordic Trustee, as agent for the bond issued by Byggmästare Ahlström, irrevocably agreeing to the transaction, prior to the closing date.
Furthermore, the parties have agreed on a conditional purchase price component, if a planned and initiated co-op conversion comprising 124 residential apartments in the area is completed by, at latest, December 31, 2018. The conditional purchase price component will amount to a share of the expected profit from such a co-op conversion and is to be paid in cash.
Svein Erik Lilleland, CEO at D. Carnegie views the acquisition and D. Carnegie’s future cooperation with the seller positively, and states the following:
- “By this new acquisition, we continue to strengthen our position in the Stockholm region as a long-term property owner of rental apartments. The properties are in a municipality with attractive long-term potential and within commuting distance to central Stockholm. We also believe that the acquired property portfolio possesses a meaningful development potential going forward.”
- “Like this portfolio’s previous owner, our business model consists of investing in and developing our properties and their neighborhoods, to create better living environments for our tenants. The properties are managed through the concept “Mitt Modellen” which means that investments in properties and outdoor environments goes hand in hand with a social commitment to the area. This is exactly in line with how D. Carnegie works today. We look forward to continuing on the path set by the seller regarding these important matters, and we are glad that, together with Byggmästare Ahlström’s Chief Social Officer and the Foundation Mitt Alby Stiftelsen, we will continue to develop the work the previous owner already started within the area and with the municipality. We believe that our business concept, to own and manage properties that are gradually renovated (interiors as well as exteriors), is directly applicable for this portfolio. We work with our tried and proven method of renovation. The renovation model is appreciated, as the apartments are attractively renovated as and when it suits the tenants. D.Carnegie is committed to fulfil, and possibly surpass, the comprehensive investment plans set out by Byggmästare Ahlström to improve both the technical quality of the buildings as well as the surrounding areas, in order to make Albyberget one of the best places to live in the Stockholm region. As a part of this, our plan will be to merge the Mitt Modellen into our way of working going forward.”
- “We are also proud and glad that Byggmästare Ahlström as part of the transaction has requested to become a shareholder in D. Carnegie and thus further develop the new founded cooperation this transaction entails.”
The CEO of Byggmästare Ahlström, Stefan Dahlbo, states:
- “Albyberget is a remarkable area. We have during the last year had a high pace of development at the properties. The pace of ongoing maintenance has increased and during autumn 2017 and under 2018 until now, refurbishment and modernization of approximately 5% of the apartments has been started and completed. In February, we received our first building permit for new building in Albyberget. D. Carnegie as new owners to the properties, will continue to develop the area with pace. We can also see that the planned renovations of façades, balconies, new windows, the ongoing renovations of laundry facilities, staircases as well as vacant apartments will further raise Albyberget to one of southern Stockholm’s most attractive residential areas.”
- “For Byggmästare Anders J Ahlström Holding, a new era commences after the sale. Our main assets will initially be significant cash, shares in D. Carnegie and Fasticon Kompetens Holding. The goal will be to build up a portfolio of Nordic, primarily Swedish, listed and non-listed companies. We will seek investments in industry sectors we believe we understand and we will, one way or another, be active owners.”
Mikael Ahlström, chairman of Byggmästare Ahlström, states:
- “It has been a great and enriching experience to have been granted the opportunity to manage and develop the properties in Albyberget during the past five years. Worth highlighting is our innovative Corporate Social Opportunity work, which among many things have resulted in “Mitt-modellen”, the Amnesty project, many and good results with the associations we have supported and contributed to the foundation of – for example, Alby Cricket and the Women’s Association at Albyberget – as well as all the great meetings with our tenants. It is also a pleasure to confirm that we continue to carry the promises we gave to Botkyrkabyggen at the time of the acquisition. Last but not least, it has been a great experience to work with our talented employees in Alby. “
- “Our investment in D.Carnegie and in the joint creation of Mitt Alby Stiftelsen shows that we believe in D.Carnegie’s long term ability to manage residential housing in a socially sustainable and economically beneficial way. We look forward to participate in D. Carnegie’s further innovative development as the largest listed owner of housing in Sweden.”
As a result of the transaction, the Company intends to publish an addendum to the prospectus for the rights issue dated 7 March 2018 (however, the subscription period in the rights issue has expired and subscriptions cannot be withdrawn).
For further information, please contact D. Carnegie’s CEO Svein Erik Lilleland, phone nr. +46 8 121 317 25 or Byggmästare Ahlström’s CEO, Stefan Dahlbo, phone nr. +46 70 353 18 88 or Byggmästare Ahlström’s Chairman Mikael Ahlström, phone nr. +46 42 2100 08
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 D. Carnegie contact person set out above, at 8.00 a.m. CEST on 5 April 2018.
 Please refer to D. Carnegie & Co’s website, www.dcarnegiegroup.se/en/definitions-of-key-ratios/.
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 21,456 million on 31 December 2017. The total rental value amounted to SEK 1,576 million annually on 31 December 2017. The economic occupancy rate is high – vacancies are virtually non-existent. D. Carnegie & Co is listed on Nasdaq Stockholm.