KONECRANES PLC INSIDE INFORMATION 1 DECEMBER 2020 AT 9:00 A.M. EET
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
KONERACRANES PLC ANNOUNCES A CONSENT SOLICITATION FOR ITS EUR 250 MILLION NOTES DUE 2022 AND CONVENES A NOTEHOLDERS’ MEETING
Konecranes Plc (“Konecranes”) announces a consent solicitation for its outstanding EUR 250,000,000 1.750 per cent notes due 2022 (ISIN FI4000266606) (the “Notes”) to solicit consents, waivers and decisions to amend the terms and conditions of the Notes (the “Proposal”) in relation to the contemplated combination of Konecranes into Cargotec Corporation (“Cargotec”) through a statutory absorption merger as announced on 1 October 2020 so that all assets and liabilities of Konecranes are transferred without a liquidation procedure to Cargotec (the “Merger”).
Konecranes commences a consent solicitation process and convenes a meeting of noteholders to be held on 16 December 2020 at 9:00 a.m. EET at the offices of Nordea Bank Abp at Aleksis Kiven katu 7, FI-00500 Helsinki, Finland, to resolve on the Proposal (the “Meeting”). The notice of the Meeting is annexed hereto. Nordea Bank Abp is acting as Solicitation Agent and Tabulation Agent in the consent solicitation process.
In order to prevent the spread of the COVID-19 pandemic, noteholders are asked to avoid attending the Meeting in person. This is necessary in order to ensure the health and safety of the noteholders and the employees of Konecranes and the Solicitation and Tabulation Agent. For these reasons, noteholders who wish to participate in the consent solicitation are asked to vote in advance by submitting voting instructions to the Tabulation Agent.
In the consent solicitation process, Konecranes will offer instruction fees as follows:
- a noteholder who submits a valid voting instruction in favour of the Proposal prior to 4:00 p.m. EET on 10 December 2020 is eligible to receive a fee of 0.35 per cent of the principal amount of the Notes voted for (the “Early Instruction Fee”); and
- a noteholder, who is not eligible to receive the Early Instruction Fee but submits a valid voting instruction before 12:00 noon EET on 15 December 2020 or who attends the Meeting and signs a valid voting instruction at the latest at the Meeting, is eligible to receive a fee of 0.10 per cent of the principal amount of the Notes voted for (the “Basic Instruction Fee”).
The payment of any instruction fee is conditional on (i) the Proposal being passed at the Meeting, and (ii) approval of the Merger by the extraordinary general meetings of shareholders of Konecranes and Cargotec convened to be held on 18 December 2020. The payment of instruction fees will take place no later than twenty business days following the aforementioned conditionalities being met.
Noteholders and nominees that are registered as direct registered owners of the Notes in the noteholders’ register maintained by Euroclear Finland Oy can vote by submitting voting instructions set out in Schedule 2 of the notice of the Meeting annexed hereto. Voting instructions should be sent by e-mail to Nordea Bank Abp as Tabulation Agent to:
- Tabulation Agent, Nordea Bank Abp, e-mail: [email protected],
Attention: 2590 Issuer Services Finland
Noteholders who are not direct registered holders of their Notes are advised to confirm with their account operator or other nominee the deadlines for submitting any voting instructions to such nominee. The deadlines set by the account operator or other nominee for the submission of voting instructions will be earlier than the deadlines set out above.
Noteholders must own the relevant Notes on 9 December 2020 (the “Record Time”) and at the time of the Meeting in order for any voting instruction to be valid with respect to such Notes and in order to be eligible to receive any instruction fee.
The results of the Meeting will be published by stock exchange release as soon as reasonably practicable after the Meeting.
The details of the terms and conditions of the consent solicitation are set out in a separate consent solicitation memorandum, which will be made available to noteholders and may be requested from Nordea Bank Abp as Solicitation Agent:
- Solicitation Agent, Nordea Bank Abp, e-mail: [email protected],
Attention: Nordea Liability Management, tel. +45 6161 2996.
Kiira Fröberg, Vice President, Investor Relations
Tomi Hintikka, Group Treasurer, tel. +358 20 427 2042, e-mail: [email protected]
In respect of the consent solicitation process, this announcement must be read in conjunction with the consent solicitation memorandum. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the consent solicitation memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this announcement nor the consent solicitation memorandum constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the consent solicitation memorandum may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the consent solicitation memorandum comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the Notes, nor the consent solicitation have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.
The consent solicitation is only being made outside the United States. Neither this announcement nor the consent solicitation memorandum is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This announcement or the consent solicitation memorandum must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.
The information herein may contain forward-looking statements. All statements other than statements of historical facts included in the information are forward-looking statements. Forward-looking statements give Konecranes’ current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the Merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Konecranes’ control that could cause Konecranes’ actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Konecranes’ present and future business strategies and the environment in which it will operate in the future.
Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity enhancing lifting solutions as well as services for lifting equipment of all makes. In 2019, Group sales totaled EUR 3.33 billion. Including MHE-Demag, the Group has around 17,000 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).