NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
STOCK EXCHANGE RELEASE 6 March 2019 at 9.30 a.m. EET
Cramo Plc announces a consent solicitation for its senior unsecured notes and convenes a noteholders’ meeting
Cramo Plc (“Cramo”) announces a consent solicitation for its outstanding EUR 150,000,000 2.375 per cent senior unsecured notes due 2022 (ISIN FI4000232509) (the "Notes") to solicit consents, waivers and decisions to amend the terms and conditions of the Notes (the “Proposal”) as may be required for, or in relation to, the partial demerger of Cramo as announced on 18 February 2019 whereby all assets and liabilities belonging to the modular space business of Cramo shall be transferred without a liquidation procedure to Adapteo Plc, a company to be incorporated in the demerger (the “Demerger”).
Cramo commences a consent solicitation process and convenes a meeting of noteholders to be held on 22 March 2019 at 9:00 a.m. EET at Nordea’s offices at Aleksis Kiven katu 7, FI-00500 Helsinki, Finland, to resolve on the Proposal (the “Meeting”). The notice of the Meeting is attached hereto.
In the consent solicitation process, Cramo will offer instruction fees as follows:
(i) A noteholder who submits via its account operator a valid voting instruction in favour of the Proposal prior to 4:00 p.m. EET on 14 March 2019 is eligible to receive a fee of 0.40 per cent of the principal amount of the Notes voted for (the "Early Instruction Fee") and (ii) a noteholder, who is not eligible to receive the Early Instruction Fee but submits via its account operator a valid voting instruction before 4:00 p.m. EET on 20 March 2019 or who attends the Meeting and signs a valid voting instruction at the latest at the Meeting, is eligible to receive a fee of 0.10 per cent of the principal amount of the Notes voted for (the “Basic Instruction Fee”). The payment of any instruction fee is conditional on (i) the Proposal being passed at the Meeting, and (ii) the completion of the Demerger.
Noteholders are advised to confirm with their account operator the deadlines for submitting any voting instruction to their account operator. The deadlines set by the account operators for the submission of voting instructions will be earlier than the deadlines set out above.
Noteholders must own the relevant Notes on 15 March 2019 (the “Record Time”) and at the time of the Meeting in order for any voting instruction to be valid with respect to such Notes and in order to be eligible to receive any instruction fee.
The results of the Meeting will be published by stock exchange release as soon as reasonably practicable after the Meeting, but in no event earlier than on the next business day following the Meeting.
The details of the terms and conditions of the consent solicitation are set out in a separate consent solicitation memorandum, which will be made available to noteholders by each Account Operator or may be requested from the Solicitation Agent and the Paying Agent:
In addition to the consent solicitation, Cramo has already received consents and waivers in relation to the Demerger from the lenders under its EUR 375,000,000 term and revolving loan facilities agreement dated 19 June 2014 and from the European Investment Bank under the EUR 50,000,000 loan agreement dated 22 December 2017. The consent from the European Investment Bank is subject to, among others, the Proposal being passed at the Meeting by the noteholders.
Nasdaq Helsinki Ltd.
Cramo is Europe’s second largest rental services company specialising in construction machinery and equipment rental and rental-related services as well as the rental of modular space. Cramo operates in about 300 depots in 13 countries. With a group staff around 2,700, Cramo's consolidated sales in 2018 were EUR 780 million. Cramo shares (CRA1V) are listed on Nasdaq Helsinki Ltd.
Cramo Adapteo is the sub-brand for Cramo’s modular space operations.
In respect of the consent solicitation process, this announcement must be read in conjunction with the consent solicitation memorandum. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the consent solicitation memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this announcement nor the consent solicitation memorandum constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the consent solicitation memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the consent solicitation memorandum comes are required by Cramo Plc to inform themselves about, and to observe, any such restrictions.
The consent solicitation is only being made outside the United States. Neither this announcement nor the consent solicitation memorandum is an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.