Share Capital and Changes in Registered Share Capital

Citycon Oyj has a single series of shares. Each share confers entitlement to one vote at general meetings of shareholders. Citycon's registered share capital amounts to 259,570,510.20 euros and the number of registered, fully paid-in shares to 441,288,012.

• Changes in registered share capital and shares

Rights Issue 2013

On 12 February 2013, the Citycon’s Board of Directors decided on a share issue based on shareholders' pre-emptive subscription right, worth approximately EUR 200 million, pursuant to an authorisation granted by the Extraordinary General Meeting on 6 February 2013. A total of 114,408,000 new shares were offered for subscription at a price of EUR 1.75 per share. The subscription period began on 21 February and ended on 7 March 2013. Each shareholder had the right to subscribe for seven new shares per twenty shares held. All offered shares were subscribed for in the share offering. A total of 114,033,710 shares were subscribed for in the primary subscription representing 99.7 per cent of the shares offered. The secondary subscription was over-subscribed. The offered shares represented around 35.0 per cent of the total shares and voting rights in the company prior to the offering. The new shares were entered in the Finnish Trade Register on 14 March 2013.

The net proceeds of the offering to be received by Citycon are intended to be used to strengthen the company’s balance sheet following the acquisition of Kista Galleria shopping centre in Stockholm announced on 19 December 2012, and thereby to enable Citycon to continue successfully implementing its strategic plan.

The new shares will entitle their holders to full shareholder rights in the company after the new shares have been registered with the Finnish Trade Register and in the company’s shareholder register, except for the distribution of dividend for the financial year ending on 31 December 2012 and the return of equity from the invested unrestricted equity fund proposed to and to be resolved upon at the Annual General Meeting of the company to be held on 21 March 2013.

More detailed information on the rights issue can be found in Citycon's stock exchange releases, published in February and March 2013.

Rights Issue 2012

On 7 September 2012, the Citycon’s Board of Directors decided on a share issue based on shareholders' pre-emptive subscription right, worth approximately EUR 90.7 million, pursuant to an authorisation granted by the AGM on 21 March 2012. A total of 49,032,002 new shares were offered for subscription at a price of EUR 1.85 per share. The subscription period began on 17 September and ended on 1 October 2012. Each shareholder had the right to subscribe for three new shares per seventeen shares held. All offered shares were subscribed for in the share offering. A total of 48,864,783 shares were subscribed for in the primary subscription representing 99.7 per cent of the shares offered. The secondary subscription was over-subscribed. The offered shares represented around 17.6 per cent of the total shares and voting rights in the company prior to the offering, and around 15.0 per cent following the offering. The new shares were entered in the Finnish Trade Register on 8 October 2012.

The net proceeds of the offering are intended to be used to finance redevelopment projects and potential acquisitions in accordance with the company’s strategy, to strengthen the company’s balance sheet, to repay existing debt and for general corporate purposes.

More detailed information on the rights issue can be found in Citycon's stock exchange releases, published in September and October 2012.

Directed Share Issue 2011

In July 2011, Citycon carried out a directed share issue to selected Finnish and international institutional investors. In the share issue, 33,000,000 new shares were offered for subscription on a non-pre-emptive basis at a subscription price of EUR 3.02. The Board of Directors' decision on the share offering was based on the authorisation granted by the AGM of the company on 13 March 2007. The offering was conducted through an accelerated book-built process on 13 July 2011. The subscribed 33 million shares were entered in the Trade Register on 18 July 2011 and trading in the new shares commenced on the NASDAQ OMX Helsinki on 19 July 2011. The company's share capital remained unaltered since the subscription price was recognised under the invested unrestricted equity fund.

The company intends to use the net proceeds of the offering, approx. EUR 99 million, to repay the company's interest-bearing debt and to strengthen its capital base. The Offering provided the company with additional financial flexibility when pursuing redevelopment projects and potential acquisitions in accordance with its strategy.


Directed Share Issue 2010

In September 2010, Citycon carried out a directed share issue to selected Finnish and international institutional investors. In the share issue, 22,000,000 new shares were offered for subscription on a non-pre-emptive basis at a subscription price of EUR 2.87. The Board of Directors' decision on the share offering was based on the authorisation granted by the AGM of the company on 13 March 2007. The offering was conducted through an accelerated book-built process on 21 September 2010. The subscribed 22 million shares were entered in the Trade Register on 24 September 2010 and trading in the new shares commenced on the NASDAQ OMX Helsinki on the same day. The company's share capital remained unaltered since the subscription price was recognised under the invested unrestricted equity fund.

The company intends to use the net proceeds of the offering to repay the company's interest-bearing debt and to strengthen its capital base.

Rights Issue 2007

On 10 September 2007, the Board of Directors decided on a share issue based on shareholders' pre-emptive subscription right, worth approximately EUR 99 million, pursuant to an authorisation granted by the AGM on 13 March 2007. A total of 27,594,782 new shares were offered for subscription at a price of EUR 3.60 per share. The subscription period began on 19 September and ended on 3 October 2007. Each shareholder had the right to subscribe for one new share per seven shares held. All offered shares were subscribed for in the share offering. A total of 27,235,387 shares were subscribed for in the primary subscription representing 98.7 per cent of the shares offered. The secondary subscription was over-subscribed. The offered shares represented around 14.3 per cent of the total shares and voting rights in the company prior to the offering, and around 12.5 per cent following the offering. The new shares were entered in the Finnish Trade Register on 10 October 2007.

The funds received from the share issue were used to repay a part of the short-term credit line raised to fund the acquisition of the shopping centre Iso Omena in September.

More detailed information on the rights issue can be found in Citycon's stock exchange releases, published in September and October 2007.

Directed Share Issue 2007

Citycon's EGM, held in Helsinki on 26 January 2007, authorised the Board of Directors to decide on an issuance of 25,000,000 new shares at a maximum through a directed share issue.

By virtue of this authorisation, Citycon's Board of Directors decided on 13 February 2007 to issue 25,000,000 new shares on a non-pre-emptive basis to Finnish and international institutional investors. The share subscription price was set to EUR 5.35 per share. The offering was conducted through an accelerated bookbuilding process between 12 February 2007 and 13 February 2007. The share capital increase of EUR 33,750,000.00 corresponding to the 25,000,000 new shares subscribed in the directed share issue was entered in the Finnish Trade Register on 15 February 2007.

Rights Issue 2006

On 24 March 2006, Citycon's Board of Directors made a decision on a EUR 75-million-worth rights issue, as authorised by the Annual General Meeting on 14 March 2006. Accordingly, a total of 27,429,469 new shares were offered for subscription at a price of EUR 2.75 per share between 3 and 21 April 2006. Shareholders were entitled to subscribe for one new share against every five shares held. The rights issue was completed successfully on 21 April 2006. A total of 27,274,949 shares were subscribed in the rights issue equalling approximately 99.4 per cent of the shares offered. The resulting share-capital increase of EUR 36,821,181.15 was entered in the Trade Register on 28 April 2006.

More detailed information on the rights issue can be found in Citycon's stock exchange releases, published in March and April 2006.

Directed Share Issues 2005

During 2005 Citycon arranged two directed share offerings to selected Finnish and international institutional investors. The Board of Directors' decisions on the share offerings were based on the authorisation granted by the company's Annual General Meeting of 5 April 2005.

The purpose of the share offering in July 2005 was to finance partly the acquisition of Rocca al Mare shopping centre in Tallinn, Estonia. A total of 12,000,000 new shares were offered for subscription for a price of EUR 3.01 per share. The new shares accounted for approximately 10.6 percent of the company's share capital and voting rights prior to the share offering and approximately 9.6 percent after the offering. The offering was implemented through a bookbuilding process that took place from 25 to 26 July 2005. The offering was oversubscribed by a factor of 1.7. Some 99 percent of the offered shares were allocated to international investors and one percent to Finnish investors. The share capital increase of EUR 16,200,000 was entered in the Trade Register on 2 August 2005.

The purpose of the share offering in October 2005 was to finance the acquisition of retail centres located in Åkermyntan, Kallhäll and Fruängen in Stockholm Metropolitan Area, Sweden, as well as other future real estate acquisitions. A total of 11,200,000 new shares were offered for subscription for a price of EUR 3.08 per share. The new shares accounted for approximately 8.96 percent of the company's share capital and voting rights prior to the share offering and approximately 8.22 percent after the offering. The offering was implemented through a bookbuilding process that took place on 19 October 2005. The offering was oversubscribed by a factor of 1.7. Some 99 percent of the offered shares were allocated to international investors and one percent to Finnish investors. The share capital increase of EUR 15,120,000 was entered in the Trade Register on 26 October 2005.

The stock exchange releases issued by Citycon in July, August and October include a more detailed description of the directed share offerings.

Treasury shares

Citycon Oyj holds none of its own shares.

updated on 12 April 2013