06/28/2019 | Press release | Distributed by Public on 06/28/2019 00:36
Cramo Plc Stock Exchange Release 28 June 2019, at 9.00 am EEST
The demerger of Cramo will be completed, trading in Adapteo shares is expected to commence on 1 July 2019
The Board of Directors of Cramo Plc ('Cramo') has resolved to file the completion of the partial demerger of Cramo (the 'Demerger') with the Finnish Trade Register so that the Demerger would be registered on 30 June 2019. The Extraordinary General Meeting of Cramo resolved on 17 June 2019 to approve the demerger plan signed by Cramo's Board of Directors on 18 February 2019 (the 'Demerger Plan') and resolved on the Demerger in accordance with the Demerger Plan. Pursuant to the Demerger Plan, Cramo will demerge so that all the assets, debts and liabilities belonging to Cramo's Modular Space business are transferred without a liquidation procedure to Adapteo Plc ('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 and its subsidiaries will form a new independent group of companies, separate from Cramo.
Upon the completion of the Demerger, Cramo shareholders will receive as demerger consideration one (1) Adapteo share for each Cramo share that they hold. No demerger consideration will be issued in respect of own shares held by Cramo. The total number of Adapteo shares issued as demerger consideration will therefore be 44,682,697. The Adapteo shares will be registered on the book-entry accounts of Cramo shareholders on or about 1 July 2019.
Cramo has today, 28 June 2019, submitted an application to Nasdaq Stockholm AB ('Nasdaq Stockholm') on behalf of Adapteo concerning the listing of the shares of Adapteo on the Main Market of Nasdaq Stockholm. The trading in Adapteo's shares on the Main Market of Nasdaq Stockholm is expected to commence on 1 July 2019 under the share trading code ADAPT. The completion of the Demerger does not affect the listing of Cramo's shares on the official list of Nasdaq Helsinki Ltd. Upon the completion of the Demerger, the ISIN code of Cramo's shares will change and the new ISIN code will be FI4000384243.
As a consequence of the completion of the Demerger, the effective date under the consent solicitation memorandum dated 6 March 2019 concerning the consent solicitation process for Cramo's outstanding EUR 150,000,000 2.375 per cent senior unsecured notes due 2022 (ISIN: FI4000232509) will occur on 30 June 2019.
President and CEO
Mr Aku Rumpunen, CFO, tel: +358 40 556 3546, email: [email protected]
Nasdaq Helsinki Ltd
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.
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Cramo does not intend to register securities in the United States or to conduct a public offering of securities in the United States.
This release includes 'forward-looking statements'.These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words 'aims,' 'anticipates,' 'assumes,' 'believes,' 'could,' 'estimates,' 'expects,' 'intends,' 'may,' 'plans,' 'should,' 'will,' 'would' and similar expressions as they relate to the Demerger or its completion identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made.These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties.