THIS PRESS RELEASE IS NOT A PUBLIC OFFERING
Vega Holdco Sarl (“Vega Holdco”), an entity wholly owned by real estate funds advised by affiliates of the Blackstone Group L.P. (together with its affiliates, “Blackstone”), has completed acquisitions of shares in D. Carnegie & Co AB (publ) (“D. Carnegie & Co” or the “Company”) corresponding to 40 per cent of the voting rights and 32 per cent of the total number of shares in D. Carnegie & Co (1).
In addition, the sellers Kvalitena AB (“Kvalitena”) and Frasdale Int. BV (“Frasdale”) have agreed to Vega Holdco exercising the voting rights of their remaining shares in D. Carnegie & Co at any given time, resulting in Vega Holdco controlling a total of 53 per cent of the voting rights in D. Carnegie & Co based on the shares in D. Carnegie & Co held by Kvalitena and Frasdale on the date of this announcement (2). Vega Holdco has also been granted a right of first offer to the remaining shares held by Kvalitena and Frasdale, respectively.
Vega Holdco has acquired the shares at a price of SEK 100.00 per share, regardless of share class.
Through the acquisitions, Vega Holdco has passed the mandatory bid threshold of 30 per cent of the votes in D. Carnegie & Co, which Vega Holdco according to Chapter 3, Section 1 of the Swedish Public Takeover Act (2006:451) must disclose. This press release constitutes such a disclosure. Vega Holdco is now under an obligation to launch a mandatory bid for the remaining shares in D. Carnegie & Co within four weeks from the acquisitions, i.e. no later than 10 November 2016. Vega Holdco will within this period, launch a mandatory bid for the remaining shares in D. Carnegie & Co for a consideration of SEK 100.00 per share through a separate press release.
(1) Based on all 77,308,776 outstanding shares in the Company. Vega Holdco holds as of the date of this announcement an aggregate of 3,676,190 A-shares and 20,883,189 B-shares in D. Carnegie & Co.
(2) As of the date of this announcement Kvalitena holds in aggregate 1,594,333 A-shares and 2,344,801 B-shares and Frasdale holds 2,845,107 B-shares, which Vega Holdco exercises the voting rights of.
The information was submitted for publication on 13 October 2016 at 17:00 (CET).
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About Blackstone Real Estate
Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has over $100 billion in investor capital under management. Blackstone’s real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Logicor (pan-European logistics), and prime office buildings in the world’s major cities.
This press release is not a public offering to acquire shares. Anyone passing the mandatory bid threshold of 30 per cent of the votes in a company with shares admitted to trading on a regulated market must according to Chapter 3, Section 1 of the Swedish Public Takeover Act (2006:451) disclose the passing of the mandatory bid threshold. This press release constitutes such a disclosure