The demerger of Kone Corporation into two, new stock exchange listed corporations, KONE Corporation (New KONE) and Cargotec Corporation (Cargotec), is now in the final stages.
The last trading day of Kone Corporation class B shares and series A and B option rights is 31 May, 2005. Registration of the Demerger will take place on June 1, 2005, at which time trading of the New KONE and Cargotec class B shares and A and B series Option Rights will commence on the Main List of the Helsinki Stock Exchange.
Shareholders of Kone Corporation will receive shares in New KONE and Cargotec in proportion to their existing shareholding such that for each Kone Corporation share, they will receive one New KONE share and one Cargotec share. The same applies to holders of Kone Corporation option rights, who will receive one New KONE and one Cargotec option right for each existing Kone Corporation option held. The exchange of Kone Corporation shares and option rights to shares and option rights in the two new corporations will be done automatically in the in the book-entry system and will not require additional measures by shareholders or option right holders of Kone Corporation.
The trading codes of New KONE’s class B shares and series A and B option rights on the Helsinki Stock Exchange, effective June 1, 2005, are as follows:
|class B share||KONE 2005 A option right||KONE 2005 B option right|
The trading codes of Cargotec’s class B shares and series A and B option rights on the Helsinki Stock Exchange, effective June 1, 2005, are as follows:
|Class B share||Cargotec 2005 A option right||Cargotec 2005 B option right|
The Demerger does not realize any income tax consequences for shareholders. According to the advance ruling by the Finnish Central Board of Taxation, the exchange of Kone Corporation’s shares into shares of New KONE and Cargotec is not treated as a transfer and the shares of New KONE and Cargotec are deemed to be acquired when the shareholder acquired the shares in Kone Corporation.
According to the advance ruling, the acquisition cost of the shares of New KONE and Cargotec is considered to be the part of the acquisition cost of Kone Corporation’s shares that corresponds to the part of the net assets of Kone Corporation transferred to New KONE and Cargotec, respectively. If it is apparent that the proportion of net assets transferred to New KONE and Cargotec substantially differs from the proportion of the current values of these companies’ shares, the proportion of the current values is used as the basis for dividing the acquisition cost between the shares. The current values of the companies’ shares will be determined by the trade-weighted average prices on the first day of trading, or by the trade-weighted average prices for the first five trading days if this is deemed to better represent the current values of the shares. The Finnish tax authorities will determine which values will be used in defining the current values.
The subscription prices for New KONE and Cargotec shares with New KONE and Cargotec option rights will be determined by the market values of the companies based on trading prices in the period 2 June–8 June, 2005. The subscription prices will be published as soon as possible after this period, at the latest by 13 June, 2005. Shares in New KONE and Cargotec can be subscribed for with option rights as of 14 June, 2005 in accordance with the terms of the option rights. Persons trading in option rights before the disclosure of the subscription prices are advised to consider that substantive uncertainty is attached to the valuation of the option rights in this period.
On 9 December, 2004, Kone Corporation published its Demerger prospectus and has today, 25 May, 2005, published separate Listing Particulars for both New KONE and Cargotec, which investors are encouraged to familiarize themselves with. Separate stock exchange releases, including information regarding the availability of the Listing Particulars, their content and information in the listing application, will be published in conjunction with this release.
Director, Secretary to the Board
Senior Vice President, Corporate Communications & IR
For further information, please contact:
Tapio Hakakari, Director, Secretary to the Board, tel. +358 (0)204 75 4226
Minna Mars, SVP, Corporate Communications & IR, tel. +358 (0)204 75 4501