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Cargotec Corporation - Written Procedure 2024 (FI) - Results

Cargotec announces positive results from the written procedures for its senior unsecured notes due 2025 and 2026 - FI4000399688 - FI4000399696
 

26 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Cargotec Corporation


"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


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"


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INSIDE INFORMATION: CARGOTEC COMMENCES WRITTEN PROCEDURES TO SOLICIT CONSENTS, WAIVERS AND DECISIONS TO AMEND THE TERMS AND CONDITIONS OF ITS SENIOR UNSECURED NOTES DUE 2025 AND 2026 - FI4000399688 - FI4000399696
 

08 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Cargotec Corporation


Cargotec Corporation (“Cargotec”) announces written procedures for its outstanding 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”) to solicit consents, waivers and decisions to amend the terms and conditions of the Notes (the “Proposal”) as may be required for, or in relation to, the partial demerger of Cargotec as announced on 1 February 2024 whereby all assets, debts and liabilities of Cargotec relating to the Kalmar business area or mainly serving the Kalmar business area of Cargotec would be transferred to a new company named Kalmar Corporation to be incorporated in the demerger (the “Demerger”).

Subject to the Proposal being duly approved and the completion of the Demerger prior to 30 September 2024 (the “Back Stop Date”), Cargotec shall pay each holder of the 2025 Notes and the 2026 Notes 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. Subject to the Proposal being duly approved and the completion of the Demerger prior to the Back Stop Date, Cargotec shall, in addition to the Consent Fee, pay an early bird consent fee (“Early Bird Consent Fee”) to each relevant holder of the 2025 Notes and 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 (irrespective of whether such vote was for or against the Proposal) for which a valid voting instruction has been submitted to Nordea Bank Abp (the “Solicitation Agent”) 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 business days after the completion of the Demerger as set forth in the notices of written procedures.


Pursuant to the terms and conditions of the 2025 Notes and 2026 Notes, quorum in respect of the written procedures in relation to the Proposal only exists if two or more noteholders representing at least 50 per cent of the principal amount of the 2025 Notes and 2026 Notes (as applicable) reply to the Proposal in the respective written procedure. In relation to the 2025 Notes and the 2026 Notes, the Proposal will be approved if more than 50 per cent of the votes cast in the respective written procedure consent to the Proposal. If less than 50 per cent of the principal amount of the 2025 Notes or 2026 Notes (as applicable) reply to the Proposal, Cargotec may extend the time for the replies in written procedure where the lower quorum requirements as stated in the terms and conditions of the Notes are applied. To be eligible to participate in the respective written procedure, a person must be registered as a noteholder on 23 February 2024 (the “Record Date”). The final deadline for submission of a voting form is 1:00 p.m. (Finnish time) on 1 March 2024 (the “Final Response Time”), at which time the voting form must be received by the Solicitation Agent via email. The noteholders are advised to read carefully the relevant notice of written procedure for full details of, and information on, the Proposal and the procedure for participating in the relevant written procedure. The notices of written procedure are enclosed as appendices to this stock exchange release and can also be obtained upon request from the Solicitation Agent, the contact details for which are below."


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