Cramo Plc Inside Information 30 June 2020 at 9:15 Finnish time (EET)
Cramo Plc announces results of the tender offer and consent solicitation 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 dated 12 June 2020 (the "Consent Solicitation and Tender Offer Memorandum").
Tender Offer regarding Cramo Plc's outstanding Notes
Cramo Plc ("Cramo") announces today the results of the invitation to all holders (the "Noteholders") of its outstanding EUR 150,000,000 2.375 % notes due 2022 (ISIN: FI4000232509) with an outstanding amount of EUR 134,200,000 (the "Notes") to tender their Notes for purchase by Cramo for cash (the "Tender Offer").
At the Tender Deadline at 4:30 p.m. (EET) on 23 June 2020, valid Tender and Voting Instructions pursuant to the Tender Offer had been received in the aggregate nominal amount of EUR 128,684,000 of the Notes. Cramo hereby announces the successful completion of the Consent Condition and accepts for purchase all Notes validly tendered.
Cramo will pay a cash purchase price for Notes validly tendered equal to 102.0 per cent of the nominal amount of each Note (the "Tender Consideration") together with any accrued and unpaid interest on the Notes accepted for purchase in the Tender Offer. The settlement date for the Tender Offer is 3 July 2020. All of the Notes purchased by Cramo will be cancelled and will not be re-issued or re-sold. The Notes not tendered pursuant to the Tender Offer will remain outstanding.
Consent Solicitation and redemption date
Cramo also announces the successful completion of its consent solicitation from all Noteholders to approve the Proposal to amend the terms and conditions of the Notes (the "Terms and Conditions") (the "Consent Solicitation").
The Noteholders' Meeting was held at 8:30 a.m. (EET) on 30 June 2020 in respect of the Notes. At the Noteholders' Meeting the quorum requirement was duly met and the Resolution was passed. In accordance with the Resolution, the amendment to the Terms and Conditions shall become effective as at the date of the Noteholders' Meeting and the redemption date of the Notes is set to be 14 July 2020, being the date falling ten Business Days after the passing of the Resolution. Accordingly, the Notes that will not be redeemed as part of the Tender Offer will be redeemed on 14 July 2020 to their nominal value together with accrued interest.
The amended Terms and Conditions are attached to this release.
The Tender Offer and the Consent Solicitation are made on the terms and conditions, and subject to the offer and distribution restrictions, described in the Consent Solicitation and Tender Offer Memorandum.
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
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 Tender Offer and the Proposal were not 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 were not 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 were not, 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 was 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 was invalid and not be accepted. Each Noteholder and nominee participating in the Tender Offer and the Proposal was deemed to represent that it is not located in the United States and it was not participating in the Tender Offer or the Proposal from the United States, or that it was acting on a non-discretionary basis for a principal that was located outside the United States and that was 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 were 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 were not distributed to, and must not be passed on to, the general public in the United Kingdom, and were 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.
In jurisdictions where the securities, blue sky or other laws required 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 was 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 was also deemed to have given 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 was unable to make these representations may have been rejected. Each of Cramo, the Solicitation Agent and Dealer Manager and the Tender, Paying and Tabulation Agent reserved 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 was correct and, if such investigation was undertaken and as a result Cramo determined (for any reason) that such representation were not correct, such tender may have been rejected.