30.06.2024 18:40:06 - dpa-AFX: GNW-Adhoc: 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 4000
Aki 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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