Vantaa, Finland, 2011-02-17 08:00 CET (GLOBE NEWSWIRE) -- Cramo Plc Stock Exchange Release 17 February 2011 at 9.00 am Finnish time (GMT+2)
Not for release, publication or distribution in or into the United States, Australia, Japan, Canada, Hong Kong or Singapore.
Cramo prepares a rights offering of up to EUR 100 million
The Board of Directors of Cramo Plc ("Cramo" or the "Company") has decided to begin preparations of a rights offering (the "Rights Offering") of up to EUR 100 million pursuant to the shareholders' pre-emptive subscription right. The proceeds from the Rights Offering are intended to be used to further support the Company's growth strategy and to strengthen its balance sheet. The Board of Directors has proposed the Annual General Meeting to be held on 24 March 2011 to authorise the Board of Directors to decide on the issuance of a maximum of 12 million new Cramo shares in one or more share issues against payment. Pohjola Corporate Finance and Handelsbanken Capital Markets will act as Joint Lead Managers for the Rights Offering.
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 and 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 new shares offered for subscription in the Rights Offering. The shareholders' irrevocable commitments represent approximately 17% of the registered Company's shares. In addition, the Company has received underwriting commitments from Ilmarinen Mutual Pension Insurance Company and Hartwall Capital Oy Ab, as well as from Pohjola Bank and Handelsbanken Capital Markets for the new shares which possibly remain unsubscribed in the Rights Offering. Hartwall Capital Oy Ab's commitment is such, that Hartwall Capital Oy Ab's and its controlled entities' ownership in the Company shall not reach 30% based on the subscription and underwriting commitments. The underwriting commitments are subject to customary terms, conditions and agreements.
Cramo Group’s President and CEO Mr Vesa Koivula comments: “Cramo has recently entered new geographic markets by acquiring the Theisen Group, thus expanding Cramo’s business to Germany, Austria, Switzerland and Hungary. Through this and the outsourcing deals completed in 2010 we have taken major steps to execute our strategy for 2010-2013. The planned rights offering provides Cramo a solid base for its further growth initiatives.”
The terms and conditions of the Rights Offering, such as the number of shares to be offered and the subscription price, are expected to be decided by the Board of Directors provided that the Annual General Meeting will authorise the Board of Directors to take the resolution on the Rights Offering. The Rights Offering is expected to be completed by the end of April 2011, taking into consideration then prevailing market conditions.
The Annual General Meeting will be held on 24 March 2011 at the Marina Congress Center, Helsinki. The notice of the Annual General Meeting was published through a separate stock exchange release today. The proposal for the authorisation of the issuance of new shares and other information relating to the Annual General Meeting are available on the Company's website at www.cramo.com.
Helsinki, 17 February 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 was 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 issue referred to in this press release and the subsequent listing of the ordinary shares at NASDAQ OMX Helsinki will be prepared and 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 new 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.