Cramo Oyj - Company Announcement

Cramo Plc's offering circular for rights offering approved

Cramo Plc's offering circular for rights offering approved                      



Vantaa, Finland, 2011-03-24 17:30 CET (GLOBE NEWSWIRE) -- Cramo Plc    Stock    
Exchange Release 24 March 2011 at 6.30 pm Finnish time (GMT+2)                  

Not for release, publication or distribution in or into the United States,      
Australia, Japan, Canada, Hong Kong or Singapore.                               

Cramo Plc's offering circular for rights offering approved                      

Finnish Financial Supervisory Authority has today, March 24, 2011, approved     
Cramo Plc's ("Cramo" or the "Company") offering circular (the "Offering         
Circular") relating to Cramo's rights offering published on March 24, 2011. The 
terms and conditions for the rights offering have been published today. The     
subscription period of the rights offering begins on April 1, 2011. The Finnish 
language Offering Circular is available from March 29, 2011 onwards at the      
latest on Cramo's homepage www.cramo.com and at the registered office of the    
Company located at Kalliosolantie 2, 01740 Vantaa, Finland.                     

Cramo states the following information regarding Theisen Baumaschinen AG        
("Theisen Group" or "Theisen") included in the Offering Circular:               

The share purchase agreement concerning Theisen's shares includes customary     
price adjustment clauses and the purchase price for the shares is, among other  
things, tied to the minimum amount of Theisen's net asset value warranted by    
the seller. If Theisen's net asset value as at December 31, 2010 is not at      
least equal to the agreed amount, the purchase price will be adjusted downwards 
in accordance with the share purchase agreement.                                

In its financial statements bulletin concerning the financial year 2010         
published on February 10, 2011, Cramo announced that the preparation and        
auditing of Theisen Group's consolidated accounts under German GAAP for 2010    
are under way. As at the date of the Offering Circular, the preparation and     
auditing of Theisen Group's consolidated accounts under the German accounting   
practices are still under way. In this connection, Cramo has noticed that the   
preliminary consolidated accounts include, among other things, certain          
non-arm's length transactions which may have a bearing on the historical        
profitability of Theisen Group and the comparability of different years. For    
the reasons described above, Theisen Group's income statement figures are not   
included in the Offering Circular.                                              

Cramo announced on February 10, 2011 that it will not separately publish pro    
forma calculations for periods prior to the closing of the Theisen transaction. 
Cramo will neither convert Theisen Group's historical figures according to the  
IFRS. The impact of Theisen on Cramo's consolidated income statement and        
balance sheet depends, in addition to IFRS accounting standards (among other    
things, converting Theisen's financial leasing liabilities into an IFRS balance 
sheet and by dividing the leasing expenses into depreciation and interest) and  
Cramo's IFRS compliant accounting practises, on conditions stipulated in the    
share purchase agreement relating to the adjustment of the purchase price.      

Theisen Group will be consolidated into Cramo Group as of February 1, 2011.     
Theisen Group will constitute a new business segment in Cramo's reporting as    
"Central Europe" as of Q1 2011.                                                 

Cramo announced on February 10, 2011 that it estimates the Theisen transaction  
to be earnings-neutral to Cramo Group in 2011 and earnings-accretive            
thereafter.                                                                     

Helsinki, 24 March 2011                                                         

CRAMO PLC                                                                       

Board of Directors                                                              



Further information                                                             
Vesa Koivula, President and CEO, tel. +358 40 510 5710                          
Martti Ala-Härkönen, CFO, tel. +358 40 737 6633                                 



Distribution                                                                    
NASDAQ OMX Helsinki Ltd.                                                        
Major media                                                                     
www.cramo.com                                                                   



Cramo is a service company specialising in construction machinery and equipment 
rental and rental-related services, as well as the rental and sale of modular   
space. As one of the industry's leading service providers in the Nordic         
countries and Central and Eastern Europe, Cramo operates in fifteen countries   
with approximately 400 depots. With a group staff close to 2.400, Cramo's       
consolidated sales for 2010 was EUR 500 million and Cramo shares are listed on  
the NASDAQ OMX Helsinki Ltd. For further information, please visit              
www.cramo.com.                                                                  



IMPORTANT NOTICE:                                                               

This press release is not an offer for subscription for shares in the Company.  
A prospectus relating to the Rights Offering referred to in this press release  
and the subsequent listing of the Offer Shares on NASDAQ OMX Helsinki has been  
filed with the Finnish Financial Supervisory Authority.                         

The distribution of this press release in certain jurisdictions may be          
restricted by law and persons into whose possession it or any part of it comes  
should inform themselves about and observe any such restrictions. The           
information in this press release shall not constitute an offer to sell or the  
solicitation of an offer to buy, nor shall there be any sale of the securities  
referred to herein in any jurisdiction in which such offer, solicitation or     
sale would require preparation of further prospectuses or other offer           
documentation, or be unlawful prior to registration, exemption from             
registration or qualification under the securities laws of any such             
jurisdiction.                                                                   

This press release has not been approved by any regulatory authority. This      
press release is not a prospectus and investors should not subscribe for or     
purchase any securities referred to in this press release except on the basis   
of information provided in the prospectus to be published by the Company on its 
website in due course.                                                          

Pohjola Corporate Finance and Handelsbanken Capital Markets are acting for the  
Company and no one else in connection with the rights offering and will not be  
responsible to anyone other than the Company for providing the protections      
afforded to their respective clients or for providing advice in relation to the 
Rights Offering and/or any other matter referred to in this announcement.       

Pohjola Corporate Finance and Handelsbanken Capital Markets accept no           
responsibility whatsoever and make no representation or warranty, express or    
implied, for the contents of this announcement, including its accuracy,         
completeness or verification or for any other statement made or purported to be 
made by it, or on its behalf, in connection with the Company and the Offer      
Shares, or the Rights Offering, and nothing in this announcement is, or shall   
be relied upon as, a promise or representation in this respect, whether as to   
the past or future.                                                             

Pohjola Corporate Finance and Handelsbanken Capital Markets disclaim to the     
fullest extent permitted by law all and any responsibility and liability        
whether arising in tort, contract or otherwise which they might otherwise have  
in respect of this announcement or any such statement.                          

United States                                                                   

This press release does not constitute or form part of an offer or solicitation 
of an offer to purchase or subscribe for securities in the United States. The   
securities referred to herein have not been and will not be registered under    
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not 
be offered or sold in the United States absent registration under the           
Securities Act or an exemption therefrom. No public offering of the securities  
referred to herein is being made in the United States. Copies of this           
announcement are not being, and may not be, distributed or sent, in whole or in 
part, directly or indirectly, into the United States, Australia, Canada, Hong   
Kong, Japan or Singapore.                                                       

European Economic Area                                                          

The Company has not authorised any offer to the public of shares or rights in   
any Member State of the European Economic Area other than Finland. With respect 
to each Member State of the European Economic Area other than Finland (each, a  
“Relevant Member State”), no action has been undertaken to date to make an      
offer to the public of shares or rights requiring a publication of a prospectus 
in any Relevant Member State. As a result, the shares or rights may only be     
offered in Relevant Member States in circumstances, not requiring the company   
to publish a prospectus as provided under the Directive 2003/71/EC.             

United Kingdom                                                                  

This communication is directed only at (i) persons who are outside the United   
Kingdom or (ii) persons who have professional experience in matters relating to 
investments falling within Article 19(5) of the Financial Services and Markets  
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net      
worth entities, and other persons to whom it may lawfully be communicated,      
falling within Article 49(2) of the Order (all such persons together being      
referred to as “relevant persons”). Any investment activity to which this       
communication relates will only be available to and will only be engaged with,  
relevant persons. Any person who is not a relevant person should not act or     
rely on this document or any of its contents.                                   
Company Announcement (Disclaimer), Cramo Plc's offering circular for rights     
offering approved