Cramo Plc has issued an EUR 150 million unsecured bond. The bond matures on 28 February 2022 and carries a fixed annual interest rate of 2.375 per cent.
Extract of the stock exchange release on 12 June 2020:
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Cramo Plc (“Cramo”) announces an invitation to all holders (the “Noteholders”) of its outstanding EUR 150,000,000 2.375 % notes due 2022 (ISIN: FI4000232509) with a current outstanding amount of EUR 134,200,000 (the “Notes”) to tender any and all of their Notes for purchase by Cramo for cash on the terms and conditions set out in the consent solicitation and tender offer memorandum dated 12 June 2020 (the “Consent Solicitation and Tender Offer Memorandum“) (the “Tender Offer”).
At the same time, Cramo announces that it is soliciting consents (such consents, “Consents“) from all Noteholders to approve an amendment (the “Proposal”) to the terms and conditions of the Notes (the “Terms and Conditions“) (the “Consent Solicitation”). The completion of the Tender Offer is subject to the passing of a resolution pursuant to which the amendment of the Terms and Conditions in accordance with the Proposal is approved at the Noteholders’ Meeting (the “Consent Condition“).
Capitalized terms used herein shall have the meaning ascribed to them in the Consent Solicitation and Tender Offer Memorandum.
Background regarding the Tender Offer and Consent Solicitation
Boels Topholding B.V. (“Boels”) has on 3 June 2020 by redemption proceedings in accordance with the Finnish Companies Act gained title to all the shares in Cramo and the shares have been delisted from Nasdaq Helsinki.
Additionally, Boels as company and borrower, with certain other entities belonging to the Boels group as guarantors, has entered into a senior facilities agreement in November 2019 (the “Senior Facilities Agreement“) under which the long-term financing post the combination of Cramo with the Boels group is made available. The long-term secured financing made available under the Senior Facilities Agreement consists of EUR 1.61 billion of secured term loans as well as a EUR 200 million secured revolving credit facility.
Pursuant to the Senior Facilities Agreement, Cramo (and its material subsidiaries that are required to accede to the Senior Facilities Agreement) will be required to accede also to an intercreditor agreement relating to the Senior Facilities Agreement and to grant guarantees and provide security in favor of the secured parties under the said agreements.
Accordingly, Cramo expects the put option referred to in Clause 9 (Excess Secured Indebtedness) of the Terms and Conditions relating to Cramo or its subsidiaries placing collateral over its assets, to be triggered within the next few weeks. The triggering of the put option referred to in Clause 9 (Excess Secured Indebtedness) gives Noteholders an option to put the notes at their nominal price together with any accrued and unpaid interest. Cramo will separately inform Noteholders once the conditions for triggering Clause 9 (Excess Secured Indebtedness) have occurred.
Cramo is launching the Tender Offer and the Consent Solicitation prior to the occurrence of the expected excess secured indebtedness event mentioned above.
Tender Offer regarding Cramo’s outstanding Notes
Pursuant to the Tender Offer, Cramo invites all Noteholders to tender their Notes for purchase by Cramo for cash for an amount of 101.50 per cent of the nominal amount of each Note (the “Tender Consideration”). If the Consent Condition is not satisfied or waived by Cramo, then the Tender Offer will not be completed. Cramo retains the right to waive the Consent Condition at its sole discretion.
A Noteholder who validly tenders its Notes pursuant to the Tender Offer will be deemed to have delivered a Consent to the Proposal with respect to such validly tendered Notes, subject to the terms and conditions set forth in the Consent Solicitation and Tender Offer Memorandum. A Noteholder who validly tenders its Notes pursuant to the Tender Offer will be paid the Tender Consideration in respect of such tendered Notes.
A Noteholder may not tender Notes without delivering a Tender and Voting Instruction in favor of the Proposal.
Noteholders that wish to tender their Notes pursuant to the Tender Offer must validly deliver a Tender and Voting Instruction to their Account Operators for delivery to the Tender, Paying and Tabulation Agent by the deadline set by the relevant Account Operator. The Account Operators will then submit an aggregated Tender and Voting Instruction to the Tender, Paying and Tabulation Agent no later than at 4:30 p.m. (Finnish Time) on 23 June 2020 (the “Tender Deadline”). Please note that the deadlines set by the Account Operators for the delivery of Tender and Voting Instructions will be earlier than the relevant Tender Deadline.
Cramo intends to announce on or as soon as reasonably practicable after the date of the Noteholders’ Meeting or a Second Noteholders’ Meeting, as the case may be, (each as defined in the Tender Offer and Consent Solicitation Memorandum) whether Cramo intends to accept tendered Notes, subject to the Tender Offer being completed.
Consent Solicitation and voting on the Proposal
Concurrently with the Tender Offer, Cramo is soliciting consents from all Noteholders to an amendment to the Terms and Conditions whereby the redemption date of the Notes will be preponed to occur ten business days after the Proposal has been passed at the meeting of holders of the Notes (the “Noteholders’ Meeting”). A Noteholder who does not deliver a valid Tender and Voting Instruction in favor of the Proposal before the Tender Deadline may risk that its Notes will, subject to acceptance of the Proposal, be redeemed at the nominal principal amount of such Notes at the preponed redemption date of the Notes and will for such reason not be eligible to tender its Notes for the Tender Consideration.
The Noteholders’ Meeting where the Proposal will be considered will be held at the offices of Nordea Bank Abp at Aleksis Kiven katu 7, FI-00500 Helsinki, Finland at 8:30 a.m. (Finnish time) on 30 June 2020. Noteholders that wish to be eligible to tender their Notes for the Tender Consideration must validly deliver a Tender and Voting Instruction via their Account Operator to the Tender, Paying and Tabulation Agent authorizing the Tender, Paying and Tabulation Agent to vote in favor of the Proposal no later than the Tender Deadline. However, in order to prevent the spread of the Covid-19 pandemic, the Noteholders are asked to avoid attending the Noteholders’ Meeting in person. This is necessary in order to ensure the health and safety of the Noteholders and the employees of Cramo and Nordea Bank Abp. For these reasons, Noteholders are asked to vote in advance by submitting Tender and Voting Instructions or Consent Voting Instructions.
The Noteholders’ Meeting constitutes a quorum if at least two persons representing at least 50 per cent of the principal amount of the Notes attends the Noteholders’ Meeting or, if a quorum is not present and the Proposal is adjourned for consideration at a Second Noteholders’ Meeting, if at least two persons representing at least ten per cent of the principal amount of the Notes attends such Second Noteholders’ Meeting. To be passed at a Noteholders’ Meeting or a Second Noteholders’ Meeting, the Resolution requires the consent of Noteholders representing a majority of at least 75 per cent of the votes cast. If passed, a Resolution shall be binding on all the Noteholders irrespective of whether they have been present at the Noteholders’ Meeting, voted against such Proposal or abstained from any voting activity. To be eligible to participate in the Noteholders’ Meeting, a person must be registered in the relevant system of Euroclear Finland Ltd as a direct registered owner or be registered as an authorized nominee with respect to one or several Notes on 23 June 2020.
It is a term of the Proposal that a Noteholder who has submitted a valid Tender and Voting Instruction undertakes by such submission to not revoke such valid Tender and Voting Instruction (except in the limited circumstances described in the Consent Solicitation and Tender Offer Memorandum).
Noteholders that do not wish to participate in the Tender Offer, but want to vote against (or in favor of) the Proposal must validly deliver Consent Voting Instructions to their Account Operator for delivery to the Tender, Paying and Tabulation Agent by e-mail no later than at 12:00 noon (Finnish Time) on 25 June 2020 (the “Final Voting Deadline“). Please note that the deadlines set by the Account Operators for the delivery of Consent Voting Instructions will be earlier than the relevant Final Voting Deadline. To receive copies of the Consent Solicitation and Tender Offer Memorandum and for questions relating to the Tender Offer or the Consent Solicitation, please contact the Solicitation Agent and Dealer Manager.
The notice of the Noteholders’ Meeting is attached to this release.
The Solicitation Agent and Dealer Manager
Nordea Bank Abp: Tel: +45 6161 2996 / Email: NordeaLiabilityManagement@nordea.com
The Tender, Paying and Tabulation Agent
Nordea Bank Abp
Client Relations Finland
Aleksis Kiven katu 7, Helsinki
Mr Ville Halttunen, CFO
tel: +358 50 346 0868