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2016-10-19

Blackstone: OFFER DOCUMENT REGARDING BLACKSTONE'S MANDATORY CASH OFFER TO THE SHAREHOLDERS AND WARRANT HOLDERS IN D. CARNEGIE & CO MADE PUBLIC

The Offer is not being made, and this press release may not be
distributed, directly or indirectly, in or into, nor will any tender
of shares be accepted from or on behalf of holders in Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa, or any other
jurisdiction in which the making of the Offer, the distribution of
this press release or the acceptance of any tender of shares would
contravene applicable laws or regulations or require further offer
documents, filings or other actions in addition to those required
under Swedish law. Shareholders should refer to the offer
restrictions included in the section titled "Important information"
at the end of this press release and in the tender offer document
which has been published on Vega Holdco's website www.vegaholdco.com.
Shareholders in the United States should also refer to the section
titled "Special notice to shareholders in the United States" at the
end of this press release. Press release 19 October 2016

On 17 October 2016, Vega Holdco S.à r.l. ("Vega Holdco"), an entity
wholly owned by real estate funds advised by affiliates of the
Blackstone Group L.P. (together with its affiliates, "Blackstone")
announced a mandatory cash offer (the "Offer") to the shareholders
and warrant holders in D. Carnegie & Co AB (publ) ("D. Carnegie & Co"
or the "Company") to acquire all outstanding A- and B-shares and
warrants in D. Carnegie & Co at a price of SEK 100.00 per share,
regardless of share class, SEK 51.10 per warrant of series 2014/2017,
SEK 30.30 per warrant of series 2015/2018, and SEK 13.70 per warrant
of series 2016/2019.

The Swedish language offer document relating to the Offer has today
been approved and registered by the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen).

The offer document is available on Vega Holdco's website
(www.vegaholdco.com) and on Carnegie Investment Bank's website
(www.carnegie.se), and will be available on the Swedish Financial
Supervisory Authority's website (www.fi.se) in Swedish. The
acceptance form related to the Offer can be found on the first two of
these websites. A copy of the offer document and a pre-printed
acceptance form will be made mailed to all direct-registered
shareholders and warrant holders of D. Carnegie & Co as of 19 October
2016, except for those domiciled in the excluded countries (see
above).

The acceptance period of the Offer starts on 20 October 2016 and ends
on 18 November 2016. Settlement is expected to commence around 2
December 2016.

Vega Holdco

For more information about the Offer, please see: www.vegaholdco.com

For additional queries, please contact:

Andrew Dowler

Blackstone

+44 (0)20 7451 4275

andrew.dowler@blackstone.com

For Nordic media: JKL +46-73 503 12 86, blackstone@jklgroup.com

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 was submitted for publication on 19 October 2016 at
14:30 (CET).

Important information

The Offer is not being made to persons whose participation in the
Offer requires that any additional offer document is prepared or
registration effected or that any other measures are taken in
addition to those required under Swedish law. This press release and
any documentation relating to the Offer are not being distributed and
must not be mailed or otherwise distributed or sent in or into any
country in which the distribution or offering would require any such
additional measures to be taken or would be in conflict with any law
or regulation in such country - any such action will not be permitted
or sanctioned by Vega Holdco. Any purported acceptance of the Offer
resulting directly or indirectly from a violation of these
restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by
use of mail or any other means or instrumentality (including, without
limitation, facsimile transmission, electronic mail, telex, telephone
and the Internet) of interstate or foreign commerce, or of any
facility of national security exchange, of Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa, and the Offer cannot be
accepted by any such use, means, instrumentality or facility of, or
from within Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa. Accordingly, this press release and any documentation
relating to the Offer are not being and should not be mailed or
otherwise distributed, forwarded or sent into Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa. Vega Holdco will not
deliver any consideration from the Offer into Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa.

Statements in this press release relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections and the other benefits of the
Offer, are forward-looking statements. These statements may
generally, but not always, be identified by the use of words such as
"anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of Vega Holdco and D.
Carnegie & Co.

Special notice to shareholders in the United States

The Offer is being made for a company incorporated under Swedish law,
and is subject to Swedish disclosure and procedural requirements,
which are different from those of the United States. The Company's
financial statements, and all financial information that is included
in any offer document, or any other documents relating to the Offer,
have been or will be prepared in accordance with IFRS 1 and may not
be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared in
accordance with U.S. generally accepted accounting principles.

The Offer is being made in the United States pursuant to Section 14(e)
and Regulation 14E under the U.S. Securities Exchange Act of 1934 as
a "Tier II" tender offer, and otherwise in accordance with the
requirements of Swedish law. Accordingly, the Offer will be subject
to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures
and timing of payments that are different from those applicable under
U.S. domestic tender offer procedures and law.

It may be difficult for U.S. shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities
laws in connection with the Offer, since the Company and Vega Holdco
are located in countries other than the United States, and some or
all of their officers and directors may be residents of countries
other than the United States. U.S. shareholders may not be able to
sue the Company or Vega Holdco or their respective officers or
directors in a non-U.S. court for violations of U.S. securities laws.
Further, it may be difficult to compel the Company or Vega Holdco and
their respective affiliates to subject themselves to the jurisdiction
or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Vega
Holdco and its affiliates or brokers (acting as agents for Vega
Holdco or its affiliates, as applicable) may from time to time after
the date hereof, and other than pursuant to the Offer, directly or
indirectly purchase or arrange to purchase, shares of the Company,
that are the subject of the Offer or any securities that are
convertible into, exchangeable for or exercisable for such shares. To
the extent information about such purchases or arrangements to
purchase is made public in Sweden, such information will be disclosed
by means of a press release o other means reasonably calculated to
inform U.S. shareholders of the Company of such information. In
addition, the financial advisors to Vega Holdco may also engage in
ordinary course trading activities in securities of the Company,
which may include purchases or arrangements to purchase such
securities.

Neither the SEC nor any U.S. state securities commission has approved
or disapproved the Offer, or passed any comment upon the adequacy or
completeness of this press release. Any representation to the
contrary is a criminal offence in the United States.

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http://news.cision.com/blackstone/r/offer-document-regarding-blackstone-...
http://mb.cision.com/Main/14641/2104411/577149.pdf

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