Cramo Plc Insider Information 12 June 2020 at 9.00 Finnish time (EET)
Cramo Plc announces tender offer and consent solicitation for its outstanding notes due 2022
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Cramo Plc (“Cramo”) announces an invitation to all holders (the “Noteholders”) of its outstanding EUR 150,000,000 2.375 % notes due 2022 (ISIN: FI4000232509) with a current outstanding amount of EUR 134,200,000 (the “Notes”) to tender any and all of their Notes for purchase by Cramo for cash on the terms and conditions set out in the consent solicitation and tender offer memorandum dated 12 June 2020 (the "Consent Solicitation and Tender Offer Memorandum") (the “Tender Offer”).
At the same time, Cramo announces that it is soliciting consents (such consents, "Consents") from all Noteholders to approve an amendment (the “Proposal”) to the terms and conditions of the Notes (the "Terms and Conditions") (the “Consent Solicitation”). The completion of the Tender Offer is subject to the passing of a resolution pursuant to which the amendment of the Terms and Conditions in accordance with the Proposal is approved at the Noteholders’ Meeting (the "Consent Condition").
Capitalized terms used herein shall have the meaning ascribed to them in the Consent Solicitation and Tender Offer Memorandum.
Background regarding the Tender Offer and Consent Solicitation
Boels Topholding B.V. (“Boels”) has on 3 June 2020 by redemption proceedings in accordance with the Finnish Companies Act gained title to all the shares in Cramo and the shares have been delisted from Nasdaq Helsinki.
Additionally, Boels as company and borrower, with certain other entities belonging to the Boels group as guarantors, has entered into a senior facilities agreement in November 2019 (the "Senior Facilities Agreement") under which the long-term financing post the combination of Cramo with the Boels group is made available. The long-term secured financing made available under the Senior Facilities Agreement consists of EUR 1.61 billion of secured term loans as well as a EUR 200 million secured revolving credit facility.
Pursuant to the Senior Facilities Agreement, Cramo (and its material subsidiaries that are required to accede to the Senior Facilities Agreement) will be required to accede also to an intercreditor agreement relating to the Senior Facilities Agreement and to grant guarantees and provide security in favor of the secured parties under the said agreements.
Accordingly, Cramo expects the put option referred to in Clause 9 (Excess Secured Indebtedness) of the Terms and Conditions relating to Cramo or its subsidiaries placing collateral over its assets, to be triggered within the next few weeks. The triggering of the put option referred to in Clause 9 (Excess Secured Indebtedness) gives Noteholders an option to put the notes at their nominal price together with any accrued and unpaid interest. Cramo will separately inform Noteholders once the conditions for triggering Clause 9 (Excess Secured Indebtedness) have occurred.
Cramo is launching the Tender Offer and the Consent Solicitation prior to the occurrence of the expected excess secured indebtedness event mentioned above.
Tender Offer regarding Cramo’s outstanding Notes
Pursuant to the Tender Offer, Cramo invites all Noteholders to tender their Notes for purchase by Cramo for cash for an amount of 101.50 per cent of the nominal amount of each Note (the “Tender Consideration”). If the Consent Condition is not satisfied or waived by Cramo, then the Tender Offer will not be completed. Cramo retains the right to waive the Consent Condition at its sole discretion.
A Noteholder who validly tenders its Notes pursuant to the Tender Offer will be deemed to have delivered a Consent to the Proposal with respect to such validly tendered Notes, subject to the terms and conditions set forth in the Consent Solicitation and Tender Offer Memorandum. A Noteholder who validly tenders its Notes pursuant to the Tender Offer will be paid the Tender Consideration in respect of such tendered Notes.
A Noteholder may not tender Notes without delivering a Tender and Voting Instruction in favor of the Proposal.
Noteholders that wish to tender their Notes pursuant to the Tender Offer must validly deliver a Tender and Voting Instruction to their Account Operators for delivery to the Tender, Paying and Tabulation Agent by the deadline set by the relevant Account Operator. The Account Operators will then submit an aggregated Tender and Voting Instruction to the Tender, Paying and Tabulation Agent no later than at 4:30 p.m. (Finnish Time) on 23 June 2020 (the “Tender Deadline”). Please note that the deadlines set by the Account Operators for the delivery of Tender and Voting Instructions will be earlier than the relevant Tender Deadline.
Cramo intends to announce on or as soon as reasonably practicable after the date of the Noteholders’ Meeting or a Second Noteholders’ Meeting, as the case may be, (each as defined in the Tender Offer and Consent Solicitation Memorandum) whether Cramo intends to accept tendered Notes, subject to the Tender Offer being completed.
Consent Solicitation and voting on the Proposal
Concurrently with the Tender Offer, Cramo is soliciting consents from all Noteholders to an amendment to the Terms and Conditions whereby the redemption date of the Notes will be preponed to occur ten business days after the Proposal has been passed at the meeting of holders of the Notes (the “Noteholders’ Meeting”). A Noteholder who does not deliver a valid Tender and Voting Instruction in favor of the Proposal before the Tender Deadline may risk that its Notes will, subject to acceptance of the Proposal, be redeemed at the nominal principal amount of such Notes at the preponed redemption date of the Notes and will for such reason not be eligible to tender its Notes for the Tender Consideration.
The Noteholders’ Meeting where the Proposal will be considered will be held at the offices of Nordea Bank Abp at Aleksis Kiven katu 7, FI-00500 Helsinki, Finland at 8:30 a.m. (Finnish time) on 30 June 2020. Noteholders that wish to be eligible to tender their Notes for the Tender Consideration must validly deliver a Tender and Voting Instruction via their Account Operator to the Tender, Paying and Tabulation Agent authorizing the Tender, Paying and Tabulation Agent to vote in favor of the Proposal no later than the Tender Deadline. However, in order to prevent the spread of the Covid-19 pandemic, the Noteholders are asked to avoid attending the Noteholders' Meeting in person. This is necessary in order to ensure the health and safety of the Noteholders and the employees of Cramo and Nordea Bank Abp. For these reasons, Noteholders are asked to vote in advance by submitting Tender and Voting Instructions or Consent Voting Instructions.
The Noteholders’ Meeting constitutes a quorum if at least two persons representing at least 50 per cent of the principal amount of the Notes attends the Noteholders' Meeting or, if a quorum is not present and the Proposal is adjourned for consideration at a Second Noteholders' Meeting, if at least two persons representing at least ten per cent of the principal amount of the Notes attends such Second Noteholders' Meeting. To be passed at a Noteholders' Meeting or a Second Noteholders' Meeting, the Resolution requires the consent of Noteholders representing a majority of at least 75 per cent of the votes cast. If passed, a Resolution shall be binding on all the Noteholders irrespective of whether they have been present at the Noteholders' Meeting, voted against such Proposal or abstained from any voting activity. To be eligible to participate in the Noteholders’ Meeting, a person must be registered in the relevant system of Euroclear Finland Ltd as a direct registered owner or be registered as an authorized nominee with respect to one or several Notes on 23 June 2020.
It is a term of the Proposal that a Noteholder who has submitted a valid Tender and Voting Instruction undertakes by such submission to not revoke such valid Tender and Voting Instruction (except in the limited circumstances described in the Consent Solicitation and Tender Offer Memorandum).
Noteholders that do not wish to participate in the Tender Offer, but want to vote against (or in favor of) the Proposal must validly deliver Consent Voting Instructions to their Account Operator for delivery to the Tender, Paying and Tabulation Agent by e-mail no later than at 12:00 noon (Finnish Time) on 25 June 2020 (the "Final Voting Deadline"). Please note that the deadlines set by the Account Operators for the delivery of Consent Voting Instructions will be earlier than the relevant Final Voting Deadline. To receive copies of the Consent Solicitation and Tender Offer Memorandum and for questions relating to the Tender Offer or the Consent Solicitation, please contact the Solicitation Agent and Dealer Manager.
The notice of the Noteholders' Meeting is attached to this release.
The Solicitation Agent and Dealer Manager
Nordea Bank Abp: Tel: +45 6161 2996 / Email: NordeaLiabilityManagement@nordea.com
The Tender, Paying and Tabulation Agent
Nordea Bank Abp
Client Relations Finland
Aleksis Kiven katu 7, Helsinki
Mr Ville Halttunen, CFO
tel: +358 50 346 0868
Nasdaq Helsinki Ltd
Cramo is one of the leading European equipment rental services companies with revenue of EUR 613 million in 2019, serving approximately 150,000 customers through around 300 depots across 11 markets with a full range of machinery, equipment and related services. Cramo enjoys solid market position in all key markets and has a strong focus on the most sophisticated customers primarily within the renovation and new-build construction, industrial and public sector end-markets.
Read more: www.cramogroup.com, www.twitter.com/cramogroup
The distribution of this release and the Consent Solicitation and Tender Offer Memorandum may be restricted by law in certain jurisdictions. Persons into whose possession such documentation comes are required by Cramo, the Solicitation Agent and Dealer Manager and the Tender, Paying and Tabulation Agent to inform themselves about, and to observe, any such restrictions. Neither, Cramo, the Solicitation Agent and Dealer Manager nor the Tender, Paying and Tabulation Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.
The Consent Solicitation and Tender Offer Memorandum does not constitute or form part of:
The Consent Solicitation and Tender Offer Memorandum has not been approved or authorized by the Finnish Financial Supervisory Authority nor any other competent authority.
The Consent Solicitation and Tender Offer Memorandum is available in English only.
The Consent Solicitation and Tender Offer Memorandum will be available to the holders of the Notes from (and including) 12 June 2020 upon request to the Solicitation Agent and Dealer Manager.
The Tender Offer and the Proposal are not being made, and will not be made, directly or indirectly in or, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Consent Solicitation and Tender Offer Memorandum and any other documents or materials relating to the Tender Offer and/or the Proposal are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of the Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each Noteholder and nominee participating in the Tender Offer and the Proposal will be deemed to represent that it is not located in the United States and it is not participating in the Tender Offer or the Proposal from the United States, or that it is acting on a non-discretionary basis for a principal that is located outside the United States and that is not giving an order to participate in the Tender Offer or the Proposal from the United States. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
The Tender Offer, the Consent Solicitation and Tender Offer Memorandum or any other documents or materials relating to the Tender Offer and/or the Proposal are not being submitted to and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 49 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.
This release or the Consent Solicitation and Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell the Notes (and such tenders of Notes in the Tender Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer or similar and either of the Solicitation Agent and Dealer Manager or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, such Tender Offer shall be deemed to be made by such Solicitation Agent and Dealer Manager or such affiliate, as the case may be, on behalf of Cramo in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in section “Warranties and Representations by Noteholders” of the Consent Solicitation and Tender Offer Memorandum. Any tender of the Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations may be rejected. Each of Cramo, the Solicitation Agent and Dealer Manager and the Tender, Paying and Tabulation Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Noteholder’s responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result Cramo determines (for any reason) that such representation is not correct, such tender may be rejected.