Vantaa, Finland, 2011-03-24 14:01 CET (GLOBE NEWSWIRE) -- Cramo Plc Stock Exchange Release 24 March 2011 at [3:00] pm Finnish time (GMT+2)
Not for release, publication or distribution in or into the United States, Australia, Japan, Canada, Hong Kong or Singapore.
The Board of Directors of Cramo has decided on a rights offering and its terms and conditions
Terms and conditions in brief:
- A fully underwritten rights offering of approximately EUR 100 million
- Subscription price of EUR 10.50 per share
- Three (3) new shares for every ten (10) shares held on 29 March 2011 (3:10)
- Trading in shares ex-subscription rights commences on 25 March 2011 and the record date of the offering is 29 March 2011
- Trading in subscription rights commences on 1 April 2011 and ends on 8 April 2011
- Subscription period commences on 1 April 2011 and ends on 15 April 2011
Based on the authorisation given by the Annual General Meeting on 24 March 2011, the Board of Directors of Cramo Plc ("Cramo" or the "Company") has decided to offer up to 9,489,877 new shares ("Offer Shares") for subscription with pre-emptive rights to existing shareholders (the "Rights Offering"). Cramo will raise gross proceeds of approximately EUR 100 million through the Rights Offering and intends to use the raised proceeds to further support the Company's growth strategy and to strengthen its balance sheet.
The shareholders who are registered in the Company’s shareholders' register on the record date of 29 March 2011, will automatically receive one freely transferable subscription right in book-entry form for each existing share held in the Company. Ten (10) subscription rights entitle its holder to subscribe for three (3) Offer Shares in the Rights Offering ("Offer Share"). The subscription price is EUR 10.50 per Offer Share corresponding an implied discount of approximately 40.3 per cent to the theoretical ex-rights price (TERP), calculated from the Cramo's closing price on NASDAQ OMX Helsinki on 23 March 2011 less the dividend of EUR 0.10 to be distributed for the year 2010.
Subscription commitments and underwriting
The Rights Offering is fully underwritten through irrevocable subscription and underwriting commitments given by certain Cramo's shareholders and through underwriting commitments from Pohjola Bank and Handelsbanken Capital Markets.
Hartwall Capital Oy Ab, Ilmarinen Mutual Pension Insurance Company, the Chairman of the Board of Directors of Cramo and certain other board members have given irrevocable commitments to subscribe for their pro rata entitlement of the Offer Shares. The shareholders' irrevocable commitments represent approximately 16.82 per cent of the Offer Shares. In addition, Rakennusmestarien Säätiö, representing 5.83 per cent of the Company's shares, has indicated its intention to participate in the Rights Offering at least in a cash flow neutral manner.
Any Offer Shares that possibly remain unsubscribed for in the Rights Offering have been underwritten by Pohjola Bank and Handelsbanken Capital Markets up to 3,007,936 Offer Shares by each representing together 63.39 per cent of the Rights Offering and by existing shareholders as follows: Ilmarinen Mutual Pension Insurance Company up to 1,000,000 Offer Shares representing 10.54 per cent of the Offer Shares and Hartwall Capital Oy Ab up to 877,815 Offer Shares representing 9.25 per cent of the Rights Offering. According to Hartwall Capital Oy Ab's commitment, Hartwall Capital Oy Ab's, K. Hartwall Invest Oy Ab’s, Kusinkapital Ab’s, Pinewood Invest OÜ’s, Pallas Capital Oy Ab’s, Fyrklöver-Invest Oy Ab’s, Gustav Tallqvist’s, Christel Hartwall’s, Axel Hartwall’s, Antonia Hartwall’s and Emma Hartwall’s combined ownership in the Company shall not exceed 25.04 per cent as a result of the Rights Offering. The underwritings are subject to customary terms, conditions and agreements.
Publishing of the prospectus
The Company has submitted for the approval of the Finnish Financial Supervisory Authority a prospectus relating to the Rights Offering in Finnish. The approval is expected to be received on or about 24 March 2011. The prospectus will be available on Cramo's website at www.cramo.com in Finnish at latest on or about 29 March 2011 and at the subscription places of the Rights Offering on 1 April 2011.
An announcement of the preliminary results of the Rights Offering is expected to be published on or about 18 April 2011 and the announcement relating to the final outcome of the Rights Offering is expected to be published on or about 21 April 2011.
Amendments to the terms and conditions of stock options
The Company’s stock options 2006B, 2006C, 2009 and 2010 (the "Stock Options") do not entitle to participate in the Rights Offering. To ensure the equal treatment of stock option holders and shareholders and in accordance with the terms and conditions of the Stock Options, the Board of Directors of Cramo has decided to amend the subscription price and subscription ratio of the Stock Options. The subscription price per share is, taking into account the dividends for 2006-2010, EUR 22.05 for 2006B options, EUR 6.47 for 2006C options, EUR 10.85 for 2009 options and EUR 13.72 for 2010 options. The subscription ratio of the Stock Options will be amended so that each Stock Option entitles to subscribe for 1.3 Cramo's shares.
The total amount of shares is rounded down to full shares in connection with subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent.
The foregoing amendments to the terms and conditions of the Stock Options due to the Rights Offering will be in force as of their registration in the Trade Register on or about 26 April 2011 provided that the Rights Offering will be completed as planned.
The full terms and conditions are set out in the appendix of this stock exchange release. Pohjola Corporate Finance and Handelsbanken Capital Markets are acting as Joint Lead Managers for the Rights Offering.
Helsinki, 24 March 2011
CRAMO PLC
Vesa Koivula
President and CEO
Further information
Vesa Koivula, President and CEO, tel. +358 40 510 5710
Martti Ala-Härkönen, CFO, tel. +358 40 737 6633
Distribution
NASDAQ OMX Helsinki Ltd.
Major media
www.cramo.com
Cramo is a service company specialising in construction machinery and equipment rental and rental-related services, as well as the rental and sale of modular space. As one of the industry's leading service providers in the Nordic countries and Central and Eastern Europe, Cramo operates in fifteen countries with approximately 400 depots. With a group staff close to 2.400, Cramo's consolidated sales for 2010 were EUR 500 million and Cramo shares are listed on the NASDAQ OMX Helsinki Ltd. For further information, please visit www.cramo.com.
IMPORTANT NOTICE:
This press release is not an offer for subscription for shares in the Company. A prospectus relating to the Rights Offering referred to in this press release and the subsequent listing of the Offer Shares on NASDAQ OMX Helsinki has been filed with the Finnish Financial Supervisory Authority.
The distribution of this press release in certain jurisdictions may be restricted by law and persons into whose possession it or any part of it comes should inform themselves about and observe any such restrictions. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This press release has not been approved by any regulatory authority. This press release is not a prospectus and investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by the Company on its website in due course.
Pohjola Corporate Finance and Handelsbanken Capital Markets are acting for the Company and no one else in connection with the rights offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Offering and/or any other matter referred to in this announcement.
Pohjola Corporate Finance and Handelsbanken Capital Markets accept no responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company and the Offer Shares, or the Rights Offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
Pohjola Corporate Finance and Handelsbanken Capital Markets disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement.
United States
This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. No public offering of the securities referred to herein is being made in the United States. Copies of this announcement are not being, and may not be, distributed or sent, in whole or in part, directly or indirectly, into the United States, Australia, Canada, Hong Kong, Japan or Singapore.
European Economic Area
The Company has not authorised any offer to the public of shares or rights in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or rights may only be offered in Relevant Member States in circumstances, not requiring the company to publish a prospectus as provided under the Directive 2003/71/EC.
United Kingdom
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
