CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 26 FEBRUARY 2024 AT 1:00 P.M. (EET)
Cargotec announces positive results from the written procedures for 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”) announced on 8 February 2024 the commencement of the written procedures (the “Written Procedures”) and approached the holders of its 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”) with a proposal (the “Proposal”) to solicit consents, waivers (the “Consents and Waivers”) and decisions to amend the terms and conditions of the Notes (the “Amendments”) as may be required for, or in relation to, the partial demerger of Cargotec as announced on 1 February 2024 (the “Demerger”). Today, Cargotec announces that the Proposal was approved by a required majority of the holders of the 2025 Notes and 2026 Notes participating in the respective Written Procedure.
The Consents and Waivers became effective immediately upon approval in the Written Procedures, and the Amendments will become effective at the completion of the Demerger (the “Effective Date”). The Effective Date is expected to take place on 30 June 2024. Cargotec will issue a stock exchange release when the Effective Date has occurred. In the event the Effective Date does not occur by 30 September 2024 (the “Back Stop Date”), any and all Consents, Waivers and Amendments, sanctioned by the holders of the Notes in accordance with the Proposal shall lapse. Notwithstanding the aforesaid, Cargotec has the right, but not the obligation, in its sole discretion to pay the Consent Fee and the Early Bird Consent Fee (both as defined below) before the Back Stop Date regardless of whether the Effective Date has occurred in which case the Proposal will become effective in full.
In accordance with the Proposal, subject to the occurrence of the Effective Date prior to the Back Stop Date, Cargotec shall pay to each holder of the Notes a consent fee (the “Consent Fee”) in an amount equal to 0.35 per cent of the principal amount of each Note and, in addition to the Consent Fee, an early bird consent fee (“Early Bird Consent Fee”) to each relevant holder of the Notes in an amount equal to 0.15 per cent of the principal amount of all 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 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 (10) business days after the Effective Date as set forth in the Proposal.
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
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.
