Inside information: Cargotec commences written procedures to solicit consents, waivers and decisions to amend the terms and conditions of its senior unsecured notes due 2025 and 2026
CARGOTEC CORPORATION, INSIDE INFORMATION, 8 FEBRUARY 2024 AT 9:00 A.M. (EET)
Inside information: Cargotec commences written procedures to solicit consents, waivers and decisions to amend the terms and conditions of its senior unsecured notes due 2025 and 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN, NEW ZEALAND OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Cargotec Corporation (“Cargotec”) announces written procedures for its outstanding 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”, and together with the 2025 Notes the “Notes”) to solicit consents, waivers and decisions to amend the terms and conditions of the Notes (the “Proposal”) as may be required for, or in relation to, the partial demerger of Cargotec as announced on 1 February 2024 whereby all assets, debts and liabilities of Cargotec relating to the Kalmar business area or mainly serving the Kalmar business area of Cargotec would be transferred to a new company named Kalmar Corporation to be incorporated in the demerger (the “Demerger”).
Subject to the Proposal being duly approved and the completion of the Demerger prior to 30 September 2024 (the “Back Stop Date”), Cargotec shall pay each holder of the 2025 Notes and the 2026 Notes 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. Subject to the Proposal being duly approved and the completion of the Demerger prior to the Back Stop Date, Cargotec shall, in addition to the Consent Fee, pay an early bird consent fee (“Early Bird Consent Fee”) to each relevant holder of the 2025 Notes and 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 (irrespective of whether such vote was for or against the Proposal) for which a valid voting instruction has been submitted to Nordea Bank Abp (the “Solicitation Agent”) prior to 1:00 p.m. (Finnish time) on 16 February 2024 (the “Early Bird Consent Fee Deadline”). The payment of the Consent Fee and the Early Bird Consent Fee shall be made on the date which falls ten business days after the completion of the Demerger as set forth in the notices of written procedures.
Pursuant to the terms and conditions of the 2025 Notes and 2026 Notes, quorum in respect of the written procedures in relation to the Proposal only exists if two or more noteholders representing at least 50 per cent of the principal amount of the 2025 Notes and 2026 Notes (as applicable) reply to the Proposal in the respective written procedure. In relation to the 2025 Notes and the 2026 Notes, the Proposal will be approved if more than 50 per cent of the votes cast in the respective written procedure consent to the Proposal. If less than 50 per cent of the principal amount of the 2025 Notes or 2026 Notes (as applicable) reply to the Proposal, Cargotec may extend the time for the replies in written procedure where the lower quorum requirements as stated in the terms and conditions of the Notes are applied. To be eligible to participate in the respective written procedure, a person must be registered as a noteholder on 23 February 2024 (the “Record Date”). The final deadline for submission of a voting form is 1:00 p.m. (Finnish time) on 1 March 2024 (the “Final Response Time”), at which time the voting form must be received by the Solicitation Agent via email. The noteholders are advised to read carefully the relevant notice of written procedure for full details of, and information on, the Proposal and the procedure for participating in the relevant written procedure. The notices of written procedure are enclosed as appendices to this stock exchange release and can also be obtained upon request from the Solicitation Agent, the contact details for which are below.
If the Proposal is approved by the holders on the 2025 Notes or 2026 Notes, the proposed changes shall be binding on all holders of 2025 Notes or 2026 Notes (as applicable). If approved, the proposed changes shall become effective, and the new terms and conditions will apply to the Notes, from the completion of the Demerger. If the Proposal is not approved in a written procedure of 2025 Notes or 2026 Notes or the completion of the Demerger does not occur before the Back Stop Date, the terms and conditions of the respective Notes will remain unchanged. Notwithstanding the aforesaid, provided that the Proposal has been approved, Cargotec has the right, but not the obligation, in its sole discretion to pay the Consent Fee and the Early Bird Consent Fee before the Back Stop Date regardless of whether the completion of the Demerger has occurred in which case the Proposal will become effective in full.
The results of the written procedures will be published as soon as possible after the written procedures have been completed.
Nordea Bank Abp acts as solicitation agent in respect of the written procedures.
Cargotec Corporation
For more information:
Cargotec Corporation
Pekka Reijonen, Vice President, Treasury, tel. +358 20 777 4148
Nordea Bank Abp as solicitation agent
NordeaLiabilityManagement@nordea.com or +45 61 36 03 79
Appendices:
Notice of written procedure for Notes due 2025
Notice of written procedure for Notes due 2026
Cargotec (Nasdaq Helsinki: CGCBV) enables smarter cargo flow for a better everyday with its leading cargo handling solutions and services. Cargotec's business areas Kalmar, Hiab and MacGregor are pioneers in their fields. Through their unique position in ports, at sea and on roads, they optimise global cargo flows and create sustainable customer value. Cargotec has signed the United Nations Global Compact Business Ambition for 1.5°C. The company's sales in 2023 totalled approximately EUR 4.6 billion and it employs around 11,400 people. www.cargotec.com
Disclaimer
In respect of the consent solicitation process, this announcement must be read in conjunction with the applicable notice of written procedure. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the applicable notice of written procedure 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 notices of written procedure constitute 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 notices of written procedure 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 a notice of written procedure 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 notices of written procedure 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 notices of written procedure are 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 notices of written procedure 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.