Stock Exchange Release
February 7, 2019 at 8:15 (EET)
Fiskars’ Board of Directors proposes authorization to distribute holdings in Wärtsilä as an extra dividend in addition to bi-annual cash dividend
The Board of Directors of Fiskars Corporation (“Fiskars” or the “Company”) has resolved to propose to the Annual General Meeting 2019 (“AGM”) an authorization for the Board of Directors to resolve on the distribution of the shares held by Fiskars in Wärtsilä Corporation (“Wärtsilä”) as an extra dividend to Fiskars shareholders. Fiskars holds a total of 32,645,343 Wärtsilä shares representing approximately 5.52% of all shares and votes in Wärtsilä, which trades on the Nasdaq Helsinki Ltd.
The Board of Directors currently expects to resolve on the share dividend distribution of all or substantially all of Fiskars’ shares in Wärtsilä, subject to the authorization, in its meeting scheduled for June 6, 2019. The proposed authorization structure and distribution timing is based on guidance received from Euroclear Finland according to which a share dividend distribution carried out earlier would not be technically secure to implement.
In addition, the Board of Directors proposes to the AGM that a cash dividend of up to a total of EUR 0.54 per share shall be paid to the shareholders. According to the proposal, the cash dividend would be divided into two parts, i.e. the AGM would resolve on a cash dividend of EUR 0.27 per share paid to shareholders after the AGM in March 2019 and, further, the Board of Director proposes that the AGM resolves to authorize the Board of Directors to resolve, in its discretion, on the distribution of an additional cash dividend up to EUR 0.27 per share. The Board of Directors expects to resolve on the additional cash dividend of EUR 0.27, subject to the authorization, in its meeting scheduled for September 5, 2019.
The full proposal on the cash dividends and the extra share dividend will be included in the notice to Fiskars’ AGM. The AGM is scheduled to be held on March 13, 2019.
“Fiskars has been a longstanding owner in Wärtsilä. However, the holdings are not part of Fiskars’ business operations. Over the years, we have reduced our Wärtsilä holdings in several phases and used the related proceeds to both extra dividends to shareholders as well as acquisitions”, said Jaana Tuominen, President and CEO, Fiskars Group. “Our purpose is to make the everyday extraordinary and our business strategy firmly focuses on consumer markets. The proposed share dividend does not change our strategic goals. Our family of strong brands, opportunity to win in new markets and channels and our commercial and operational excellence enable us to continue delivering shareholder value.”
The distributable funds of the Company according to the balance sheet of the parent company as at December 31, 2018 amount to approximately EUR 895 million. If the cash dividends and the extra dividend in Wärtsilä shares would be distributed according to the proposal included in the notice to Fiskars’ AGM, the Company’s amount of the distributable equity would be reduced with approximately EUR 482 million (based on the book value of the Wärtsilä shares in the Company’s balance sheet).
The Company would pay the transfer tax resulting from the distribution of the share dividend on behalf of shareholders. The transfer tax amounts to 1.6% of the value of the share dividend.
The current market value of the Wärtsilä shares, on the Nasdaq Helsinki Ltd, held by the Company is approximately EUR 473.4 million (calculated based on the volume weighted average price of Wärtsilä’s share on February 5, 2019). The market value of the Wärtsilä shares at the date of distribution (currently expected in June) will be decisive when calculating the final value of the dividend, the amount of taxes paid by the company and the final impact on the distributable equity. These would be recorded in the quarter when the proposed share dividend is distributed.
Fiskars aims to distribute a stable, over time increasing dividend, to be paid biannually. However, due to the proposed share dividend, the total amount of dividends to be paid this year would be exceptionally high. After the potential distribution of the extra share dividend, Fiskars would cease to receive dividend income on those shares and this would affect the baseline for the future development of Fiskars’ dividends.
Further information on the proposed dividend will be included in the Financial Statements Release 2018, to be published at approximately 8.30 a.m. on February 7, 2019 and notice to the AGM to be published at approximately 8.45 a.m. on February 7, 2019. Questions & answers document related to the proposed share dividend will be available at the website www.fiskarsgroup.com/annualgeneralmeeting on February 11, 2019, at the latest.
Media and investor contacts:
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Making the everyday extraordinary
Fiskars Group’s purpose is to make the everyday extraordinary. With our family of lifestyle brands including Fiskars, Gerber, Iittala, Royal Copenhagen, Waterford, and Wedgwood, we want to create a positive, lasting impact on our quality of life. Our products are available in more than 100 countries and we employ around 7,900 people in over 30 countries. Please visit us at www.fiskarsgroup.com for more information.