Helsinki, Finland, 2013-02-21 14:00 CET (GLOBE NEWSWIRE) -- YIT Corporation STOCK EXCHANGE RELEASE 21 February 2013 at 3.00 p.m.
The Board of Directors of YIT Corporation has approved a demerger plan concerning a partial demerger
The Board of Directors of YIT Corporation (“YIT”) has on 21 February 2013 approved a demerger plan concerning a partial demerger. According to the demerger plan, YIT will demerge so that all of the assets and liabilities related to YIT’s Building Systems business are transferred to a company to be established in the demerger named Caverion Corporation (“Caverion”). YIT’s Construction Services business will remain with YIT.
The demerger will become effective when the Extraordinary General Meeting of YIT has approved the demerger and its implementation is recorded with the Finnish Trade Register. The planned registration date is 30 June 2013, after which the shares of Caverion will be admitted for public trading on Nasdaq OMX Helsinki Oy. Trading with Caverion shares is intended to commence as soon as possible after the implementation of the demerger.
The demerger plan attached to this stock exchange release includes the proposals of the Board of Directors of YIT to the Extraordinary General Meeting, estimated to be held on 17 June 2013, concerning among other items the Articles of Association of Caverion, the proceedings for election of the members of the Board of Directors and auditor of Caverion, the demerger consideration to YIT’s shareholders and the distribution of the assets and liabilities of YIT to Caverion.
According to the demerger plan, YIT’s shareholders shall receive as demerger consideration one (1) share in Caverion for each share owned in YIT. No action is required from the shareholders in relation to the receipt of the demerger consideration.
The effects of the demerger on the separate balance sheets of YIT and Caverion to be incorporated will be determined according to the situation as per the registration date of the implementation of the demerger. A description of the effects of the division of the assets and liabilities of YIT in accordance with the demerger plan on the parent company balance sheets of YIT and Caverion has been set out in the demerger plan and its appendix.
The demerger requires financiers’ consent and re-arrangement of YIT’s financing. YIT has negotiated with its core banks and sufficient financing as well as back-up and guarantee facilities for the demerging businesses have been ensured. YIT has agreed with Nordic banks regarding new financing arrangements for Caverion. Such arrangements include a long-term loan agreement of EUR 140 million, a revolving credit facility of EUR 60 million and a bridge financing agreement of no more than EUR 67 million. YIT will continue negotiations with its financiers in order to finalize the financing arrangements.
The bonds and commercial papers issued by YIT will remain with YIT.
Had the demerger been executed in accordance with the principles presented in the demerger plan on 31 December 2012, taking into account the adjustments presented in the demerger plan, the interest-bearing net debt of Caverion group would have been estimated at approximately 184 million euros and the interest-bearing net debt of YIT group at approximately 657 million euros.
The demerger prospectus, anticipated to be published in the beginning of June 2013, contains more detailed information regarding the demerger.
Nordea Bank Finland Plc acts as the financial advisor of YIT and the lead manager for the demerger. Roschier, Attorneys Ltd. acts as the legal advisor.
Helsinki, 21 February 2013
Board of Directors
For further information, please contact:
Timo Lehtinen, CFO, YIT Corporation, tel. +358 45 670 0626, firstname.lastname@example.org
Hanna-Maria Heikkinen, Vice President, Investor Relations, YIT Corporation, tel. +358 40 826 2172, email@example.com
Jonne Heino, Corporate General Counsel, tel. +358 40 042 2403, firstname.lastname@example.org
NASDAQ OMX Helsinki
The Demerger Plan and its appendices, excluding Appendices 2 and 4 (YIT’s financial statements as per 31 December 2012 and a description of YIT’s business mortgages, respectively)
This announcement is not an offer of securities for sale in any jurisdiction.
No securities are being registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.
This release includes forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this communication, including, without limitation, those regarding the demerger plan and its execution. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are based on numerous assumptions and may differ materially from (and be significantly more negative than) those made in, or suggested by, the forward-looking statements contained in this release.