Fiskars Group’s sale of part of Wärtsilä shares completed – Board proposes to AGM extra dividend of EUR 1.30/share
Fiskars Corp. Stock Exchange Release February 15, 2011 at 10.00 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION INTO WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
Fiskars’ wholly-owned subsidiary Avlis AB has completed the accelerated book-building offering (the Placing) of part of its shares in Wärtsilä Corporation (Wärtsilä). Avlis AB sold 1,974,320 Wärtsilä shares, corresponding to 11.7% of its Wärtsilä holding, worth EUR 110.6 million at a price of EUR 56.00 per share, mainly to international institutional investors. Fiskars Group will record a profit of approximately EUR 69.8 million from the sale during the first quarter of 2011.
Following the completion of the sale, Fiskars Group’s holding of Wärtsilä amounts to 15.1 % of Wärtsilä’s total number of shares and votes, and Fiskars Group remains the largest single holder of Wärtsilä shares. Morgan Stanley & Co. International plc was the sole bookrunner and manager for the Placing.
“Fiskars Group will continue to support Wärtsilä’s board and management to deliver superior shareholder return”, says Kaj-Gustaf Bergh, Chairman of Fiskars’ Board of Directors. “Fiskars’ Board of Directors proposes that the proceeds from the sale are distributed to Fiskars’ shareholders in the form of extra dividend.”
Fiskars’ Board of Directors amends its dividend proposal to the Annual General Meeting (AGM) to be held on March 16, 2011, by proposing that in addition to the dividend of EUR 0.60 per share proposed on February 9, 2011, an extra dividend of EUR 1.30 per share would be paid. The extra dividend would total EUR 106,483,939. The record date for the payment of dividend remains March 21, 2011 and the proposed dividend payment date March 28, 2011.
The invitation to the AGM was published on February 9, 2011 as a stock exchange release and can be reviewed at the company’s website www.fiskarsgroup.com, where the Board’s new dividend proposal is also available.
Wärtsilä Corporation represents a part of Fiskars’ portfolio as its associated company. Fiskars Group remains the largest single holder of shares of Wärtsilä Corporation with 15.1 % of Wärtsilä’s shares and votes. Following the sale, the market value of Fiskars Group’s Wärtsilä shares is EUR 871.5 million (or EUR 10.63 per Fiskars share) based on the closing price of February 14, 2011 and the book value of the shares is EUR 301.0 million.
Kaj-Gustaf Bergh, Chairman of the Board
Tel. +358 40 524 7730
Board of Directors
Fiskars is a leading global supplier of consumer products for the home, garden, and outdoors. The group has a strong portfolio of respected international brands, including Fiskars, Iittala, Gerber, Buster, and Silva. Founded in 1649 and listed on NASDAQ OMX Helsinki, Fiskars is Finland’s oldest company. Fiskars recorded net sales of EUR 716 million in 2010, and employs some 3,600 people in over 20 countries. www.fiskarsgroup.com
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO BUY, SELL, ISSUE OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE, OR SUBSCRIBE FOR ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE “PROSPECTUS DIRECTIVE”) AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”) OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO 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, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPCT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY MORGAN STANLEY (THE “MANAGER”) OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN, JAPANESE OR OTHER APPLICABLE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE MANAGER, OR ANY OF ITS RESPECTIVE AFFILIATES, OR ANY OTHER PERSON THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE MANAGER IS ACTING EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE PLACING. THE MANAGER WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. THE MANAGER MAY PARTICIPATE IN THE PLACING ON A PROPRIETARY BASIS.