The partial demerger of Cargotec has been registered – Kalmar to be listed on Nasdaq Helsinki
June 30 2024 - 12:40PM
The partial demerger of Cargotec has been registered – Kalmar to be
listed on Nasdaq Helsinki
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 30
JUNE 2024 AT 7:40 P.M. (EEST)
The partial demerger of Cargotec has
been registered – Kalmar to be listed on Nasdaq
Helsinki
The completion of the partial demerger (the
“Demerger”) of Cargotec Corporation
(“Cargotec”) has today on 30 June 2024 been
registered with the Finnish Trade Register. Cargotec announced on 1
February 2024 the approval of a demerger plan concerning the
Demerger (the “Demerger Plan”) according to which
all assets, debts and liabilities of Cargotec relating to the
Kalmar business area or mainly serving the Kalmar business area
shall be transferred without a liquidation procedure to Kalmar
Corporation (“Kalmar”).
In connection with the completion of the
Demerger, Nasdaq Helsinki Ltd (“Nasdaq Helsinki”)
has approved the listing application concerning the listing of
Kalmar’s class B shares on the official list of Nasdaq
Helsinki.
Trading in the 54,798,029 class B shares of
Kalmar will commence on 1 July 2024 under the share trading code
“KALMAR” (ISIN code: FI4000571054).
Trading in Cargotec’s class B shares will
continue on the official list of Nasdaq Helsinki with a new ISIN
code of FI4000571013. The new ISIN code for Cargotec’s class A
shares is FI4000571005.
The new shares in Kalmar to be issued as
demerger consideration shall be registered in the book-entry
accounts of Cargotec’s shareholders on or about 1 July 2024.
Shareholders of Cargotec who receive demerger consideration shares
can trade in class B shares of Kalmar starting from 1 July
2024.
As a consequence of the completion of the
Demerger, the effective date under the notices of written
procedures dated 8 February 2024 concerning the written procedures
for Cargotec’s EUR 100,000,000 1.250 per cent senior unsecured
notes due 2025 (ISIN: FI4000399688) (the “2025
Notes”) and EUR 150,000,000 1.625 per cent senior
unsecured notes due 2026 (ISIN: FI4000399696) (the “2026
Notes”) has occurred today, 30 June 2024.
In accordance with the notices of written
procedures, Cargotec shall pay each holder of the 2025 Notes and
the 2026 Notes registered on 11 July 2024 as direct registered
owner or nominee in the holder register kept by Euroclear Finland
Oy a consent fee (the “Consent Fee”) in an amount
equal to 0.35 per cent of the principal amount of each 2025 Note
and 2026 Note and, in addition to the Consent Fee, an early bird
consent fee (“Early Bird Consent Fee”) to each
relevant holder of the 2025 Notes and the 2026 Notes in an amount
equal to 0.15 per cent of the principal amount of all 2025 Notes
and 2026 Notes voted by such noteholder for which a valid voting
instruction has been submitted to Nordea Bank Abp prior to 1:00
p.m. (Finnish time) on 16 February 2024. The payment of the Consent
Fee and the Early Bird Consent Fee shall be made on 12 July 2024 at
the latest.
For more information:
Mikko Puolakka, CFO, tel. +358 20 777 4000Aki
Vesikallio, Vice President, Investor Relations, tel. +358 40 729
1670
About Cargotec
Cargotec’s (Nasdaq Helsinki: CGCBV) businesses
Hiab and MacGregor enable smarter cargo flow for a better everyday
with leading cargo handling solutions and services. Hiab is a
leading provider of smart and sustainable on road load-handling
solutions, committed to delivering the best customer experience
every day with the most engaged people and partners. MacGregor is a
leader in sustainable maritime cargo and load handling with a
strong portfolio of products, services and solutions. The company's
continuing operations sales in 2023 totalled approximately EUR 2.5
billion and it employs over 6,000 people. www.cargotec.com
Disclaimer
The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933
(“US Securities Act”), or any U.S. state
securities laws, and may not be offered or sold in the United
States, unless such securities are registered under the US
Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
US Securities Act and applicable state or local securities
laws.
The Kalmar shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed
comment upon, or endorsed the merit of, the Demerger or the
accuracy or the adequacy of the information contained in this
release or in Kalmar’s demerger and listing prospectus dated 22 May
2024. Any representation to the contrary is a criminal offense
under U.S. law. Neither Cargotec nor Kalmar intend to register
securities in the United States or to conduct a public offering of
securities in the United States.
The financial advisers are acting for Cargotec
and no one else in connection with the Demerger and will not be
responsible to anyone other than Cargotec for providing the
protections afforded to clients of the financial advisers, or for
giving advice in connection with the Demerger or any other
matter.
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