Cramo Plc Stock Exchange Release 17 June 2019, at 12.30 pm (EEST)
The Extraordinary General Meeting has approved the partial demerger of Cramo Plc and passed other resolutions relating thereto
Cramo Plc’s (“Cramo”) Extraordinary General Meeting (the “EGM”), which was held today on 17 June 2019, approved the demerger plan (the “Demerger Plan”) and resolved on the partial demerger of Cramo (the “Demerger”) in accordance with the Demerger Plan. The EGM also resolved, in accordance with the proposals of the Board of Directors of Cramo, on the number of members and composition of the Board of Directors of Adapteo Plc (“Adapteo”), the remuneration to be paid to the Board of Directors of Adapteo, the election of the auditor of Adapteo and the auditor’s remuneration, and the establishment of a Shareholders’ Nomination Committee of Adapteo.
Approval of the Demerger Plan and the Demerger
The EGM approved the Demerger Plan and resolved on the Demerger in accordance with the Demerger Plan. Pursuant to the Demerger Plan, Cramo will demerge in a partial demerger so that all the assets, debts and liabilities belonging to Cramo’s Modular Space business are transferred without a liquidation procedure to Adapteo, a company to be incorporated in the Demerger. Cramo’s Equipment Rental business, which mainly consists of construction machinery and equipment rentals and rental-related services, will remain in Cramo. Following the Demerger, Adapteo will form a new independent group of companies, separate from Cramo. The planned registration date of the execution of the Demerger is 30 June 2019.
As part of the resolution on the Demerger, the EGM approved Adapteo’s Articles of Association and resolved to decrease Cramo’s share capital by an amount equivalent to Adapteo’s share capital, i.e. from EUR 24,834,753.09 to EUR 14,834,753.09, in connection with the Demerger. The amount by which the share capital of Cramo is decreased shall be used to distribute funds to Adapteo. Simultaneously, the EGM resolved to, in connection with the Demerger, amend paragraph 2 of the Articles of Association of Cramo, i.e. Cramo’s line of business, in a manner described in the Demerger Plan. The main content of the amendment to the Articles of Association of Cramo is that references to modular spaces are deleted from paragraph 2.
The EGM also resolved, as part of the resolution on the Demerger, to authorise the Board of Directors of Adapteo to decide on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares, so that a maximum of 4,500,000 shares in Adapteo can be issued under the authorisation. The Board of Directors of Adapteo is authorised to resolve on a directed share issue and issuance of special rights entitling to shares in deviation from the shareholders’ pre-emptive right. In addition, the EGM resolved to authorise the Board of Directors of Adapteo to decide on the acquisition of Adapteo’s own shares and on the acceptance as pledge of Adapteo’s own shares, so that the number of own shares to be acquired or accepted as pledge shall not exceed 4,500,000 shares in Adapteo in total. Own shares can be acquired otherwise than in proportion to the shareholdings of the shareholders. Own shares can be acquired at a price formed in public trading on the regulated market on which Adapteo’s shares are traded on the date of the acquisition or otherwise at a price formed on the market. The authorisations are described in detail in sections 17.1 and 17.3 of the Demerger Plan and they are valid until the end of the next Annual General Meeting of Adapteo, however no longer than until 30 June 2020.
Composition and remuneration of the Board of Directors of Adapteo
The EGM resolved that the number of members of the Board of Directors of Adapteo shall be five (5) and resolved to elect Peter Nilsson as Chairman and Carina Edblad, Outi Henriksson, Andreas Philipson and Joakim Rubin as members of the Board of Directors of Adapteo. The term of office of the members of the Board of Directors of Adapteo will commence on the date of registration of the execution of the Demerger and expire at the end of the first Annual General Meeting of Adapteo.
The EGM also resolved on the following remuneration to the members of the Board of Directors of Adapteo: To the Chairman of the Board of Directors EUR 85,000 per year and to each other member of the Board of Directors EUR 37,500 per year. In addition, the EGM resolved that the members of the Board of Directors of Adapteo will be entitled to a compensation of EUR 1,000 per attended meeting of any committee of the Board of Directors of Adapteo. Further, the member of the Board of Directors elected Chairman of the Audit Committee will receive an additional compensation of EUR 5,000 per year. Reasonable travel expenses will be refunded in accordance with an invoice and the remuneration will be paid in cash.
Election of the auditor of Adapteo and remuneration of the auditor
The EGM resolved to elect the audit firm KPMG Oy Ab, with APA Toni Aaltonen as the responsible auditor, as the auditor of Adapteo for a term ending at the end of the first Annual General Meeting of Adapteo.
The EGM also resolved that the auditor of Adapteo be paid reasonable remuneration in accordance with an invoice approved by Adapteo.
Establishment of a Shareholders’ Nomination Committee of Adapteo
The EGM resolved to establish a Shareholders’ Nomination Committee of Adapteo to prepare, annually or otherwise when appropriate, proposals concerning the composition, election and remuneration of the members of the Board of Directors of Adapteo. The EGM also resolved to approve the Charter of the Shareholders’ Nomination Committee in accordance with the proposal by the Board of Directors of Cramo.
The Shareholders’ Nomination Committee shall consist of four (4) members, being the Chairman of the Board of Directors of Adapteo and three (3) members representing Adapteo’s largest shareholders as per the last business day of September preceding the next Annual General Meeting of Shareholders, as determined on the basis of the shareholder register of Adapteo maintained by Euroclear Finland and the register of shareholders maintained by Euroclear Sweden.
The establishment of the Shareholders’ Nomination Committee and the Charter of the Shareholders’ Nomination Committee shall enter into force upon the registration of the execution of the Demerger. The Shareholders’ Nomination Committee shall operate until it is abolished by the decision of the General Meeting of Shareholders of Adapteo.
The minutes of the EGM will be available on Cramo’s website www.cramogroup.com from 1 July 2019 at the latest.
President and CEO
Mr Leif Gustafsson, President and CEO, tel: +358 10 661 10, email: firstname.lastname@example.org
Mr Aku Rumpunen, CFO, tel: +358 40 556 3546, email: email@example.com
Mr Jaakko Liljeroos, General Counsel, tel: +358 40 162 2331, email: firstname.lastname@example.org
Nasdaq Helsinki Ltd.
Adapteo is a leading Northern European provider of modular space solutions. Adapteo rents and sells its solutions to public and private sector customers. Modular space solutions often have the functionality and quality matching on-site built buildings, and can be used to serve temporary short-term, long-term and permanent needs. Adapteo offers its services and solutions predominantly to the customer segments in the social infrastructure sector, including school, daycare, health and social care, and special accommodation as well as office and other customer segments. Adapteo operates in Sweden, Finland, Denmark, Norway and Germany. Prior to the completion of the demerger, Adapteo is a part of the Cramo Group.
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 14 countries. With a group staff around 2,700, Cramo's consolidated sales in 2018 was EUR 780 million. Cramo shares are listed on Nasdaq Helsinki Ltd.