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.
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.