Stock exchange release
November 10, 2004
FISKARS TO ISSUE CAPITAL LOAN
FISKARS TO ISSUE CAPITAL LOAN Fiskars Corporations Board of Directors has made a decision on November 9, 2004 to issue a capital loan to shareholders for subscription in order to improve the capital structure of the company. The preliminary loan amount is not more than EUR 30 million and it may, in case of oversubscription, be increased to not more than EUR 60 million. The issue price is 100%. The loan will be dated December 17, 2004, and the loan period will be 5.5 years. The loan will be repaid in full on June 17, 2010 provided that the conditions of repayment are met. A fixed annual interest of 6.25% p.a. will be paid on the loan. The first date for payment of interest will be June 17, 2005. The loan will be offered for subscription to Fiskars Corporations shareholders registered in the shareholder register of the company on November 23, 2004. A shareholder is entitled to subscribe for the loan to a maximum amount corresponding to his/her shareholding rounded up to the nearest EUR 1,000. The minimum subscription amount is EUR 1,000. The subscription right is not transferable. The loan subscription period will be 7 13 December 2004. Accepted subscriptions shall be paid on December 17, 2004. The loan is a capital loan in accordance with the Finnish Companies Act, and its principal will be booked as a separate item under shareholders equity in the balance sheet of the company. A characteristic of a capital loan is that the principal can be repaid if and only to the extent the company will retain full cover for its restricted equity and other non-distributable items in accordance with the balance sheet and consolidated balance sheet approved for the latest financial year. Interest will be paid on the loan from the distributable shareholders equity of the company and the consolidated Group before any dividend payment. Any interest left unpaid will remain a liability of the company and earn interest. The loan is a capital loan, the principal, interest and any other yield of which will be payable on the dissolution or bankruptcy of the company solely at a priority ranking inferior to that of all other debt. The company will apply for a listing of the capital loan on the Helsinki Stock Exchange. The Finnish and Swedish language listing particulars can be obtained as from December 2, 2004 in all places of subscription and on the corporate website www.fiskars.fi. Mandatum & Co Ltd acts as the lead manager and Nordea Bank Finland Plc and Sampo Bank Plc as managers of the capital loan. Heikki Allonen President and CEO Additional information: Mr. Juha Rauhala, Corporate Vice President, Corporate Finance tel. +358 9 618 861. THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION.