Cramo Plc Inside Information 17 June 2020 at 2.15 pm Finnish time (EET)
Cramo Plc announces an increase in the Tender Consideration for its notes due 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Capitalized terms used herein shall have the meaning ascribed to them in the Consent Solicitation and Tender Offer Memorandum (as defined below).
Cramo Plc ("Cramo") has on 12 June 2020 invited 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").
Today, Cramo announces that it has decided to increase the offer price for each Note validly tendered pursuant to the Tender Offer from 101.5 per cent to 102.0 per cent of the nominal amount of each Note (the "Increased Tender Consideration"). Upon completion of the Tender Offer, which is subject to the satisfaction or waiver by Cramo of the Consent Condition, Cramo will purchase all Notes validly tendered by Noteholders pursuant to the Tender Offer by submitting Tender and Voting Instructions via their Account Operators (no later than at 4:30 p.m. (Finnish Time) on 23 June 2020 (the "Tender Deadline")) for a cash price equaling to the Increased Tender Consideration together with any accrued and unpaid interest.
Noteholders who have already tendered their Notes pursuant to the Tender Offer by delivering a Tender and Voting Instruction via their Account Operator do not have to re‑tender their Notes or take any other action as a result of the increase in the Tender Consideration. A Noteholder who has validly tendered its Notes pursuant to the Tender Offer no later than the Tender Deadline will be paid the Increased Tender Consideration in respect of such tendered Notes. A Noteholder that has issued a Consent Voting Instruction may revoke such Consent Voting Instruction and issue, instead, a Tender and Voting Instruction via their Account Operator by the Tender Deadline. Noteholders who want to revoke their Consent Voting Instructions are asked to contact their Account Operators in order to revoke such issued Consent Voting Instructions.
Other than the increase in the Tender Consideration, all terms and conditions of the Consent Solicitation and Tender Offer Memorandum remain unchanged. For questions relating to the Tender Offer, please contact the Solicitation Agent and Dealer Manager.
The Solicitation Agent and Dealer Manager
The Tender, Paying and Tabulation Agent
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.