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2011-03-24 17:30:00 CET 2011-03-24 17:47:16 CET REGULATED INFORMATION Cramo Oyj - Company AnnouncementCramo Plc's offering circular for rights offering approvedCramo 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 |
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