The Board of Directors of Cramo Oyj (HLSE:CRA1V) announced the spin off of its Modular Space business on February 18, 2019. According to the demerger plan, Cramo Oyj will demerge so that all the assets, debts and liabilities belonging to Cramo's Modular Space business are transferred to a new independent company named Adapteo Plc to be established in the demerger. This will include transfer of all shares in Cramo Adapteo AB, Cramo Adapteo Oy, Cramo Adapteo AS, Cramo Adapteo A/S, Cramo Adapteo GmbH and Nordic Modular Group Holding AB. Upon the completion of the demerger, the shareholders of Cramo Oyj would receive as demerger consideration of one Adapteo share for each Cramo share that they hold. Accordingly, 44.7 million Adapteo shares will be issued as at the date of this merger plan. An application is intended to be made to admit the shares of Adapteo for trading on the main market of Nasdaq Stockholm. Cramo's Equipment Rental business would in the demerger remain in the current company, which would continue to operate under the Cramo name. Cramo Oyj shall not be dissolved as a result of demerger. Adapteo would initially have the same ownership structure as Cramo, and there would not be any cross-ownership between Cramo and Adapteo. Adapteo shall have a Board of Directors consisting of five to eight members. The President and Chief Executive Officer of Adapteo shall be appointed by the Board of Directors of Cramo prior to the completion of demerger. The Board of Directors of Cramo Plc appointed Philip Isell Lind of Hageby, the President and Chief Executive Officer of Adapteo Plc. Timo Pirskanen is appointed as the Chief Financial Officer, Björn Kölerud as Interim Executive Vice President, Permanent Space Business Area, Simon Persson as Senior Vice President, HR Development, Teemu Saarela as Senior Vice President, Corporate Development, Hanna Wennberg as Senior Vice President, Marketing and Communications. As of June 17, 2019, EGM resolved that the number of members of the Board of Directors of Adapteo shall be 5 and resolved to elect Peter Nilsson as Chairman and Carina Edblad, Outi Henriksson, Andreas Philipson and Joakim Rubin as members of the Board of Directors of Adapteo.


Cramo Plc has obtained certain financing commitments for Adapteo Plc to secure the financing of Adapteo Plc upon the completion of the demerger. In relation to the abovementioned financing commitments, Cramo Plc announces that it has signed a new €500 million loan agreement for Adapteo Plc with OP Corporate Bank plc, Danske Bank A/S and Nordea Bank Abp acting as mandated lead arrangers. The loan agreement shall be transferred to Adapteo Plc upon the completion of the demerger.

The entry into force of the demerger is subject to, among other things, approval by the Extraordinary General Meeting (EGM) of Cramo and the registration of the completion of the demerger with the Finnish Trade Register following the creditor hearing process pursuant to the Finnish Companies Act. Cramo plans to hold the EGM concerning the demerger on or about June 17, 2019. Cramo Oyj's Board of Directors has approved the demerger plan. On June 3, 2019, the Finnish Supervisory Authority approved Adapteo Plc's prospectus prepared for the demerger and for the subsequent listing on Nasdaq Stockholm. As of June 17, 2019, Cramo's EGM approved the demerger plan and resolved on the partial demerger of Cramo. The completion of the demerger is expected to take place no later than in the third quarter of 2019. The planned completion date pursuant to the demerger plan is July 1, 2019. The trading in Adapteo shares on Nasdaq Stockholm is expected to commence on the completion date or as soon as reasonably possible thereafter. BNP Paribas acted as financial advisor to Cramo. Danske Bank Oyj and KPMG acted as financial advisors and Hannes Snellman Attorneys Ltd. acted as legal advisor to Adapteo.. Danske Bank Oyj acted as financial advisor TO CRAMO OYJ.