The Board of Directors of Cramo Plc (“Cramo”), has approved a demerger plan concerning a partial demerger of Cramo. According to the demerger plan, Cramo will demerge so that all the assets, debts and liabilities belonging to Cramo’s Modular Space business are transferred to a new independent company named Adapteo Plc.
The Demerger would be executed in accordance with the attached demerger plan as a partial demerger, as set out in the Finnish Companies Act. Upon the completion of the Demerger, the shareholders of Cramo would receive as demerger consideration one (1) Adapteo share for each Cramo share that they hold. No action would be required from the shareholders to receive the demerger consideration.
The entry into force of the Demerger is subject to, among other things, approval by the Extraordinary General Meeting (“EGM”) of Cramo and the registration of the completion of the Demerger with the Finnish Trade Register following the creditor hearing process pursuant to the Finnish Companies Act.
Cramo plans to hold the EGM concerning the Demerger on or about 17 June 2019. The EGM shall resolve on the Demerger and other Board proposals based on the demerger plan, including a share issue authorisation that may be used, among other things, for a possible reinvestment by the sellers of Nordic Modular Group in Adapteo as announced by Cramo on 26 June 2018. The Board of Directors of Cramo will separately publish a notice to the EGM as well as the proposed composition of the Board of Directors of Adapteo at a later stage.
As previously announced, the completion of the Demerger is expected to take place no later than in the third quarter of 2019. The planned completion date pursuant to the demerger plan is 1 July 2019. The trading in Adapteo shares on Nasdaq Stockholm is expected to commence on the completion date or as soon as reasonably possible thereafter.
These pages will be updated with information about the demerger and the new Adapteo Plc.