The Konecranes Group executives established a company named KCR Management Oy in May 2009. KCR Management Oy acquired 517,696 Konecranes Plc shares from the market. The acquisition was financed by capital investments by the executives, in the total approximate amount of EUR 1.3 million, as well as by a loan in the approximate amount of EUR 7.1 million provided by Konecranes Plc. The amount of loan is now approximately EUR 7.0 million. KCR Management Oy is owned by the executives who belonged to the Group Extended Management Team upon the establishment of KCR Management Oy. Members of the Board of Directors of Konecranes Plc are not shareholders in KCR Management Oy.
According to the agreements governing KCR Management Oy, KCR Management Oy has an obligation to repay the loan granted by Konecranes Plc prematurely in case the share price of Konecranes Plc other than temporarily exceeds a certain level determined in the agreements. This condition has now been met. The Board of Directors of Konecranes Plc has decided that the loan will be repaid through a share swap whereby Konecranes Plc acquires all the shares in KCR Management Oy. To implement the share swap, the Board of Directors of Konecranes Plc has decided on a directed share issue in which the Company offers, in derogation from the shareholders’ pre-emptive subscription rights, a maximum total of 281,007 new Konecranes shares to the shareholders of KCR Management Oy against share consideration (Share Swap). In the Share Swap, the shareholders of KCR Management Oy convey the KCR Management Oy shares they hold and receive new Konecranes Plc shares in return.
In this arrangement, all the shares in KCR Management Oy will be transferred to Konecranes Plc. Through KCR Management Oy, the Company will also receive 517,696 own Konecranes Plc shares as well as the Company’s loan receivable from KCR Management Oy. Afterwards the intention is to merge KCR Management Oy with Konecranes Plc through a subsidiary merger. In this connection the loan granted to KCR Management Oy will be set off and the Konecranes Plc shares held by KCR Management Oy will transfer to the Company’s direct ownership.
When the Share Swap is executed the Konecranes Group executives’ previously indirect share ownership will become a direct ownership in Konecranes Plc. The number of new shares to be given in the Share Swap has been determined on the basis of KCR Management Oy’s net assets and calculated by using the trade volume weighted average quotation of the Konecranes Plc share on NASDAQ OMX Helsinki Ltd on 13 December 2010, both with respect to the issued new shares and to the shares in Konecranes Plc that KCR Management Oy owns. The new shares are subject to the transfer restriction determined by the Board of Directors in May 2009 and expiring on 1 November 2012.
The new Konecranes Plc shares to be given in the Share Swap are entitled to carry shareholder rights in the Company after the new shares have been entered into the Trade Register. The new shares will be registered on the subscriber’s book-entry account and will be applied for public trading on NASDAQ OMX Helsinki Oy after their Trade Register entry, around week 3 in 2011.
The decision on the Share Swap is based on the authorizations granted by the Annual General Meeting of Shareholders on 25 March 2010. Before the Share Swap, the Company has issued 62,002,120 shares, out of which 2,524,760 shares are held by the Company. After the Share Swap, the number of issued Konecranes Plc shares will increase to 62,283,127 shares, out of which the Company will own 2,524,760 shares directly and 517,696 shares indirectly through KCR Management Oy.
KONECRANES PLC
The Board of Directors
FURTHER INFORMATION
Stig Gustavson, Chairman of the Board of Directors, tel. +358 20 427 11
Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity-enhancing lifting solutions as well as services for lifting equipment and machine tools of all makes. In 2009, Group sales totalled EUR 1,671 million. The Group has 9,600 employees, in 545 locations in 43 countries. Konecranes is listed on NASDAQ OMX Helsinki Ltd (symbol: KCR1V).
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Major media
www.konecranes.com
