What is the key rationale for the demerger?
The purpose of the Demerger is to execute the spin-off of Cramo’s Modular Space business, which mainly consists of modular space rental and rental-related service operations, so that it will form a new independent group of companies. In the view of the Board of Directors of Cramo, the Demerger will, among other things, clarify the business structures, financing and management, increase opportunity to optimize operational efficiency and value creation, clarify the investment options with different risk and growth profiles and increase competitiveness through specialization and thus strengthen the conditions for shareholder value creation.
What does a partial demerger through spin-off mean?
All Cramo’s assets, debts and liabilities belonging to the Modular Space business will transfer to a new independent company to be named Adapteo Plc. Cramo’s Equipment Rental business will remain in the current company, which will continue to operate under the Cramo name.
Cramo will continue as a listed entity on Nasdaq Helsinki and each Cramo shareholder will receive one (1) Adapteo share for each Cramo share they hold.
Why have you chosen partial demerger as the structure to implement the split-up of businesses?
As part of its strategic assessment concerning the Modular Space business, Cramo reviewed potential options for implementing the planned spin-off and listing of the Modular Space business. The conclusion of this review (taking into account e.g. considerations on taxation and timetable) was that a partial demerger under Finnish law was the preferred transaction structure.
The partial demerger does not affect the status of Cramo, which will continue as a listed company with its shareholdings unaffected by the demerger. By contrast, in a full demerger, the existing Cramo would have been demerged into two new companies, both of which would have had to be listed on the stock exchange separately.
Why are you listing in Stockholm instead of Helsinki?
While Adapteo will be domiciled in Finland, the Company has a particularly strong presence in Sweden with a high share of revenues and customers coming from Sweden. Adapteo is a well-known company in Sweden which is expected to be a benefit in attracting long-term investor interest. Additionally, in Nasdaq Stockholm there are a larger number of comparable companies with similar characteristics and business models, supporting conveying the Adapteo investment story. Finally, the capital market in Sweden is significantly larger compared to Finland, which we expect to support long-term liquidity and price formation. Due to these reasons, we see that listing in Stockholm will provide long-term benefits for Adapteo shareholders.
What will happen to my current Cramo shares?
Cramo will continue as a listed entity on Nasdaq Helsinki and each shareholder will receive one (1) Adapteo share for each Cramo share they hold. The demerger does not have an impact on the number of shares held in Cramo.
How will the current Cramo shares be split?
Each shareholder in Cramo will receive one (1) Adapteo share for each Cramo share they hold.
Will all shareholders receive a demerger consideration?
All shareholders who own Cramo’s shares on the planned record date 28 June 2019 will receive demerger consideration. In order to receive the demerger consideration, assuming that the registration of the demerger implementation takes place on 30 June 2019 as planned, Cramo shares must be bought at the latest on Friday 28 June 2019, the last trading day prior to the registration of the demerger.
How many Adapteo shares will I receive?
You will receive one (1) Adapteo share for each Cramo share you hold.
What do I need to do in order to receive Adapteo shares?
No action is required from the shareholders
What is the record date of the demerger?
The planned date is 28 June 2019. The last day to purchase or hold Cramo shares in order to receive Adapteo shares is also 28 June 2019.
When and where will the EGM take place?
The EGM is planned to take place on 17 June in Helsinki
Will I receive new Cramo shares?
No, Cramo’s shares will not be distributed in connection with the demerger but each Cramo share entitles to one new Adapteo share.
How can I sell the Adapteo shares that I receive? / How can I buy Adapteo shares?
You can sell your Adapteo shares through ordinary course trading on Nasdaq Stockholm. Please note that Finnish shareholders who wish to make trades in Adapteo shares will need to transfer their shares to Euroclear Sweden’s securities system upon trading the shares on Nasdaq Stockholm. You can also buy Adapteo shares through Nasdaq Stockholm. If a Finnish investor acquires shares in Adapteo through trading on Nasdaq Stockholm, such shareholder will need to transfer the shares acquired to Euroclear Finland’s securities system in order to be owner-registered in Finland, because Finnish shareholders are not allowed to hold shares of Finnish companies on nominee-registered accounts outside Euroclear Finland’s system. Such cross-border transfers will be executed by the shareholder’s custodian bank on the shareholder’s request upon trading the shares. Due to the required cross-border transfers, custodian banks may require that trade orders are made through their call centers (not on online platforms). Also, trading is associated with additional costs and can require longer settlement time for Finnish shareholders depending on the shareholder’s custodian bank.
Cramo continues discussions with custodian banks to find a cost efficient solution for Finnish shareholders and aims to provide additional information regarding the matter.
Why are there additional trading costs and potential limitations to online trading for Finnish shareholders?
Finnish shareholders who have their shares in Adapteo in Euroclear Finland’s securities system will need to transfer their shares to Euroclear Sweden’s securities system upon trading the shares on Nasdaq Stockholm. Furthermore, if a Finnish investor acquires shares in Adapteo through trading on Nasdaq Stockholm, such shareholder will need to transfer the shares acquired to Euroclear Finland’s securities system in order to be owner-registered in Finland, because Finnish shareholders are not allowed to hold shares of Finnish companies on nominee-registered accounts outside Euroclear Finland’s system. Such cross-border transfers are associated with additional costs and can require additional settlement time, and custodian banks may require such trades to be made through their call center (not on online platform).
Will there be a tax effect of the demerger for me?
Concerning Finnish resident shareholders, as a starting point, no tax implications should arise. The acquisition cost of Cramo shares will be split between Cramo and Adapteo shares. The Finnish Tax Administration will give a decision on how the split is done for tax purposes. Non-Finnish resident shareholders should seek tax advice from a tax advisor in their home states.
Will there be tax effects for Cramo?
The transaction will be tax neutral for Cramo plc.
How will the balance sheet look like for Cramo and Adapteo after the spin-off?
The preliminary presentation of Cramo Plc’s balance sheet split between Cramo Plc after the demerger and Adapteo Plc is presented as Appendix 2 to the Demerger Plan. That unaudited illustrative presentation is based on the 31 December 2018 balance sheet of Cramo Plc prepared in accordance with Finnish GAAP and it is only indicative and subject to change. It does not take into account events (such as proposed dividend distribution for 2018 and its financing, potential repayments or draw downs of short-term and long-term financing or planned investments in capital expenditures and their financing) which may have a significant impact on the final amount of the assets and liabilities of Cramo Plc prior to the execution of the Demerger. The final Demerger will take place based on the balance sheet values as at the registration date of the completion of the Demerger.
The prospectus will include unaudited pro forma balance sheet information of Adapteo illustrating the impacts of the Demerger to the Adapteo group’s historical financial information. The final amounts of assets and liabilities transferred to Adapteo in the Demerger may materially differ from those presented in the pro forma financial information as such balances will be determined on the effective date of the Demerger.
When will the trading in Adapteo shares commence?
The trading in Adapteo shares on the Main Market of Nasdaq Stockholm is expected to commence on or about 1 July 2019 under the share trading code ADAPT.
Do I need a new custodial account after the demerger?
No, the current one is sufficient.
Will Adapteo be a Swedish or a Finnish company?
Adapteo will be a Finnish company and report in EUR.
Who will lead Adapteo?
Upon completion of the demerger, Philip Isell Lind af Hageby will be the President and CEO and Timo Pirskanen the CFO of Adapteo.
Leif Gustafsson will continue as CEO of Cramo and Aku Rumpunen as CFO of Cramo.