Information prior to the extraordinary general meeting of D. Carnegie & CO AB to be held on 11 December 2013

As previously communicated, the board of directors of D. Carnegie & Co AB (the “Company”) has convened an extraordinary general meeting to be held on 11 December 2013, in order to facilitate the next step in the development of the Company. The board of directors proposes, inter alia, that the general meeting adopts a resolution thereby authorising the board of directors to facilitate a directed issue of shares to Kvalitena AB (“Kvalitena”) and the other shareholders in Stendörren Bostäder. In connection with the planned share issue, the owners of Stendörren Bostäder will contribute residential properties at a value equivalent to approximately SEK 3,000m (including debts amounting to approximately SEK 2,000m), to the Company.

New share issue and listing of shares
Following completion of the transaction, it is the intention of the board of directors that the Company’s current shareholders, with the exception of the other owners of Stendörren Bostäder, shall be invited to subscribe for shares in the Company in an amount of approximately SEK 200m, in order to contribute to the continued growth and development of the Company. In connection with this share issue, the intention is also to initiate a process to list the Company’s shares on NASDAQ OMX First North, with the ambition to have the Company’s shares admitted to trading on the main list of NASDAQ OMX Stockholm within the near future. ABG Sundal Collier has been appointed as financial advisor to assist the Company in connection with the planned transactions.

Aggregation of shares and end of trading on the Mangold List
As part of the above plans and as set forth in further detail in the notice convening the extraordinary general meeting, the board proposes that the shares of the Company are aggregated in order to achieve a total number of outstanding shares appropriate for the Company. In connection therewith, the board of directors has also resolved to discontinue the trading arranged by Mangold Fondkommission in respect of unlisted shares on the so-called Mangold List, as the Company is now changing operational focus. Provided that the extraordinary general meeting resolves in accordance with the board of directors’ proposals, trading in the Company’s shares on the Mangold List will be discontinued, with the last day of trading estimated to be Tuesday, 17 December 2013. Shareholders who wish to sell shares pending a listing on NASDAQ OMX First North are requested to contact the Company.

Operations
Kvalitena has conducted operations for 20 years within the real estate sector under the trademark Broadgate & Stendörren Fastigheter with its primary operational focus on residential property and residencies, and Kvalitena also owns logistics properties and industrial properties, mainly in the Stockholm region. The properties are managed within its own organisation and with its own personnel. In connection with this transaction, Kvalitena’s residential properties located in the Stockholm region will be separated and contributed to D. Carnegie & Co.

“D. Carnegie & Co will be transformed into a streamlined real estate player with attractive residential properties located in the Stockholm region and other growth regions. From inception, the Company has a tried and tested business model, low indebtedness, stable cash flow and an experienced management team. It is our hope and belief that the wide and strong shareholder base of D. Carnegie wish to continue to invest in the company and enable a listing of its shares in order to facilitate the financing of continued acquisitions”, says Knut Pousette, CEO of Kvalitena.

The Company’s business model is to utilise the significant demand for residencies and the natural turnover of apartments to be able to efficiently renovate vacant apartments, which, together with other measures, entails a 50 per cent reduction of the renovation costs and good tenancy growth. The renovation model is well-tried and appreciated by both tenants and the Swedish Union of Tenants (Sw. Hyresgästsföreningen), as the apartments are attractively renovated without anyone having to vacate the premises against their will.

As has previously been communicated, Ulf Nilsson has been appointed as the Company’s CEO and is responsible for managing the Company’s future expansion. Ulf comes most recently from a CEO position with the Swedish branch of Savills, listed on the London Stock Exchange and one of Sweden’s larger real property advisors.

Board of directors and auditor
At the extraordinary general meeting, Ulf Nilsson and Knut Pousette are proposed for election as new board members and concurrently therewith Greger Landstedt and Rolf Åsbjörnsson will resign their respective positions. The board of directors would thus consist of Ronald Bengtsson, Mats Höglund, Ulf Nilsson and Knut Pousette. Ingemar Rindstig at EY is proposed to be elected as new auditor of the Company.
   

For more information, please contact:
Ulf Nilson, CEO, D. Carnegie & Co                                 +46 (0)8 – 121 317 00
Knut Pousette, CEO, Kvalitena AB                                +46 (0)8 – 121 317 00

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