Nasdaq Helsinki Ltd: Final Results of the Subsequent Offer Period of Boels' Voluntary Recommended Public Cash Tender Offer for All Shares in Cramo Plc

Cramo Plc / Boels Topholding B.V.
Stock Exchange Release
February 25, 2020 at 1:00 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR
IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION "IMPORTANT LEGAL
INFORMATION" BELOW. 

Final Results of the Subsequent Offer Period of Boels' Voluntary Recommended
Public Cash Tender Offer for All Shares in Cramo Plc 

The subsequent offer period (the "Subsequent Offer Period") under Boels
Topholding B.V.'s (the "Offeror") voluntary recommended public cash tender
offer to purchase all of the issued and outstanding shares in Cramo Plc
("Cramo") that are not owned by Cramo or any of its subsidiaries (the "Tender
Offer") commenced on February 6, 2020 at 9:30 a.m. (Finnish time) and expired
on February 20, 2020 at 4:00 p.m. (Finnish time). 

According to the final results of the Subsequent Offer Period, the shares
tendered in the Tender Offer during the Subsequent Offer Period represent
approximately 2.16% of all the issued and outstanding shares and votes in
Cramo. Together with the shares tendered during the initial and extended offer
period and otherwise acquired by the Offeror through market purchases, the
shares tendered during the Subsequent Offer Period represent approximately
95.20% of all the issued and outstanding shares and votes in Cramo. 

The offer consideration for the shares validly tendered during the Subsequent
Offer Period will be paid to the shareholders on or about February 26, 2020 in
accordance with the payment procedures described in the terms and conditions of
the Tender Offer. The actual time of receipt of the payment by tendering
shareholders will depend on the time required to process the onward payment by
financial institutions. 

The Offeror has on February 14, 2020 filed an application with the Redemption
Board of the Finland Chamber of Commerce to initiate compulsory redemption
proceedings for the remaining Cramo shares under the Finnish Companies Act. The
Offeror intends to cause the shares of Cramo to be delisted from the official
list of Nasdaq Helsinki Ltd as soon as permitted and practicable under
applicable laws. 

The Offeror may continue to acquire Cramo shares in public trading on Nasdaq
Helsinki Ltd or otherwise. 

Media Enquiries Cramo:

Sohana Josefsson
SVP Marketing & Communication, Cramo Plc
M: [phone]
E: [e-mail]

Media Enquiries Boels:

Karl Emerick Hanuska

Hill+Knowlton Strategies

M: [phone]

E: [e-mail]

Investor Enquiries Cramo:

Aku Rumpunen
CFO, Cramo Plc
M: [phone]
E: [e-mail]

ABOUT BOELS

Boels is one of the most renowned equipment rental companies in Europe and the
no. 1 player in Benelux, focusing on equipment rental. Boels is a generalist
but has throughout the years established specialized divisions. Since its
founding in 1977 Boels has grown into a rental company with more than 4200
employees and over 450 depots in 11 countries. The strong expansion of
activities is based on autonomous growth as well as a number of strategic
acquisitions and has resulted in a doubling of turnover every five years. This
makes Boels one of the fastest growing rental companies. 

ABOUT CRAMO

Cramo is one of the leading European equipment rental services companies with
revenue of EUR 613 million in 2019, serving approximately 150,000 customers
through around 300 depots across 11 markets with a full range of machinery,
equipment and related services. Cramo enjoys solid market position in all key
markets and has a strong focus on the most sophisticated customers primarily
within the renovation and new-build construction, industrial and public sector
end-markets. Cramo shares (CRA1V) are listed on Nasdaq Helsinki Ltd. 

IMPORTANT LEGAL INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR
HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. 

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. 

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR
INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. 

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005. 

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND. 

Notice to U.S. Shareholders

U.S. shareholders are advised that Cramo is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and is not required to, and does not, file any reports
with the U.S. Securities and Exchange Commission (the "SEC") thereunder. 

The Tender Offer is open to Cramo's shareholders resident in the United States
and is made on the same terms and conditions as those made to all other
shareholders of Cramo to whom an offer is made. Any information documents,
including this stock exchange release, are being disseminated to U.S.
shareholders on a basis comparable to the method that such documents are
provided to Cramo's other shareholders. 

The Tender Offer is made in the United States pursuant to Section 14(e) and
Regulation 14E under the Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Finnish law. Accordingly, the
Tender Offer will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those applicable
under U.S. domestic tender offer procedures and law. 

To the extent permissible under applicable law or regulations, including Rule
14e-5 under the Exchange Act, Boels and its affiliates or brokers (acting as
agents for Boels or its affiliates, as applicable) may from time to time,
directly or indirectly, purchase or arrange to purchase, outside of the Tender
Offer shares of Cramo or any securities that are convertible into, exchangeable
for or exercisable for such shares of Cramo, provided that no such purchases or
arrangements to purchase outside of the Tender Offer will be made in the United
States by or on behalf of the Offeror or its affiliates or for a price that is
greater than the Offer Price. To the extent information about such purchases or
arrangements to purchase is made public in Finland, such information will be
disclosed by means of a press release or other means reasonably calculated to
inform U.S. shareholders of Cramo of such information. In addition, the
financial advisers to Boels, or affiliates of the financial advisors, may also
engage in ordinary course trading activities in securities of Cramo, which may
include purchases or arrangements to purchase such securities. 

Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the fairness of the
merits of the Tender Offer or the adequacy or completeness of any tender offer
document. Any representation to the contrary is a criminal offence in the
United States. 

For the avoidance of doubt, Nordea Bank Abp ("Nordea") is not registered as a
broker or dealer in the U.S. and will not be engaging in direct communications
relating to the Tender Offer with investors located within the U.S. (whether on
a reverse-inquiry basis or otherwise). 

Nordea, which is acting exclusively for the Offeror and no one else in
connection with the Tender Offer, will not be responsible to anyone other than
the Offeror for providing the protections afforded to clients of Nordea nor for
providing advice in relation to the Tender Offer or any other matter referred
to in this herein nor for providing advice to any such other person.