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. 0
Aki Vesikallio, Vice President, Investor Relations, tel. 0
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.
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.
