Cargotec contemplates sale of own shares held in treasury directed to selected qualified investors
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 3 DECEMBER 2013, AT 6.30 PM EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
Cargotec Corporation announces its intention to offer up to 2,959,487 Cargotec class B shares held in treasury by the company to a limited number of selected domestic and international qualified investors in an accelerated book-built offering deviating from the shareholders' pre-emptive subscription right. The shares to be offered correspond to approximately 5.40 percent of the class B shares and 4.60 percent of all the shares and 1.97 percent of all voting rights in the company immediately prior to the completion of the share issue and would correspond to approximately 1.97 percent of all voting rights in the company following the completion of the share issue.
The proceeds from the share issue are intended for refinancing of existing debt of Cargotec and restrengthening the balance sheet following the completed and pending acquisitions in Cargotec's MacGregor business area.
The share issue will be based on an accelerated book-building process in which selected qualified institutional investors may submit subscription commitments for the shares. In this accelerated book-building process, the share subscription price will be determined on the basis of the subscription commitments received. The book-building will commence immediately and is expected to end on 4 December 2013 at the latest. Cargotec's Board of Directors shall make the decision on the share issue, including the number of shares to be re-issued and the subscription price of the shares, immediately after the close of the book-building process. The result of the share issue will be published on or about 4 December 2013.
The share issue is based on the authorisation granted to the Board of Directors by Annual General Meeting held on 19 March 2012. The Annual General Meeting authorised the Board of Directors to decide on issuance of a maximum of 6,400,000 treasury shares, of which no more than 952,000 are class A shares and 5,448,000 are class B shares, in one or more lots. The authorisation shall remain in effect for a period of five years from the date of decision of the Annual General Meeting.
Nordea Markets is acting as the Lead Manager and Sole Bookrunner in the share issue.
Eeva Sipilä, Executive Vice President and CFO, tel. +358 20 777 4104
Outi Aaltonen, Senior Vice President, General Counsel, tel. +358 777 4020
Paula Liimatta, Director, Investor Relations, Tel. +358 20 777 4084
Cargotec improves the efficiency of cargo flows on land and at sea - wherever cargo is on the move. Cargotec's brands MacGregor, Kalmar and Hiab are recognised leaders in cargo and load handling solutions around the world. Cargotec's global network is positioned close to customers and offers extensive services that ensure the continuous, reliable and sustainable performance of equipment. Cargotec's sales totalled EUR 3.3 billion in 2012 and it employs approximately 10,000 people. Cargotec's class B shares are quoted on NASDAQ OMX Helsinki under symbol CGCBV. www.cargotec.com
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The information contained herein 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 be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
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.