Cargotec executes sale of own shares held in treasury and raises EUR 74 million in equity
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 4 DECEMBER 2013, AT 9.30 AM EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
Cargotec Corporation announced on 3 December 2013 that the company intends 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 institutional qualified investors in an accelerated book-built offering deviating from the shareholders' pre-emptive subscription right.
Based on the subscription commitments received during the accelerated book-building, Cargotec's Board of Directors decided to re-issue 2,959,487 shares to selected domestic and international institutional qualified investors. The terms and conditions of the share issue are attached to this release. The shares 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 prior to the completion of the share issue and 1.97 percent of all voting rights in the company following the completion of the share issue. Following the share issue, which is expected to be completed on 10 December 2013, the total number of issued class B shares, 54,787,091, remains unchanged.
The subscription price was set at EUR 25.00 per share, amounting to a total of EUR 74.0 million before commissions and expenses. 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.
Nordea Markets acted 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.
TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE
The Board of Directors of Cargotec Corporation (the "Company") has in its meeting of December 4, 2013, by virtue of the authorization granted by the Annual General Meeting of the Company on March 19, 2012, resolved that the Company shall reissue from treasury up to 2,959,487 Series B shares of the Company (the "Shares") by a directed share issue. The Shares will be issued on the following terms and conditions:
Up to 2,959,487 Shares shall be reissued from treasury in the share issue. The Shares will be offered to be subscribed for by institutional investors in deviation from the pre-emptive subscription rights of the shareholders set forth in Chapter 9, Section 3 of the Finnish Companies Act.
2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price for the Shares is EUR 25.00 per Share. The subscription price for the Shares is based on the price determined in the accelerated book-building procedure, which the Board of Directors of the Company considers to represent the fair value of the Shares.
The subscription price shall be recorded in its entirety to the invested unrestricted equity fund of the Company.
3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
The subscription period commences on December 4, 2013 and ends no later than on December 27, 2013 at 5.00 p.m. The subscription shall be effected by paying the subscription price of the Shares to the bank account as separately designated by the Company or alternatively to the bank account of the Company linked to the book-entry account of the Company. The Board of Directors of the Company reserves the right to extend the subscription period.
4. TERMS OF PAYMENT
The subscription price of the Shares shall be paid no later than against delivery of the Shares. The delivery of the Shares will take place in the trade settlement of NASDAQ OMX Helsinki Ltd against payment therefor.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares carry a right to dividend and other shareholder rights as from their delivery.
6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS
There is a weighty financial reason for the Company to deviate from the pre-emptive subscription rights as the proceeds of the share issue will be used for refinancing of existing debt of the Company and restrengthening the balance sheet and as the Company receives equity financing under terms (including the timetable and price) that would not, in the understanding of the Board of Directors of the Company, have been otherwise available.
7. OTHER ISSUES
The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.