NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Final result of Citycon’s rights issue
All offered 114,408,000 shares were subscribed for in Citycon Oyj's (“Citycon” or the “Company”) rights issue completed on 7 March 2013. A total of 114,033,710 shares were subscribed for in the primary subscription representing approximately 99.7 per cent of the shares offered. A total of 58,058,317 shares were subscribed for in the secondary subscription, of which subscriptions for 374,290 shares were approved. The subscriptions amounted thus to approximately 150.4 per cent of the shares offered in total. The gross proceeds raised by Citycon in the rights issue were approximately EUR 200 million.
The Board of Directors of Citycon has today approved all primary subscriptions made in the rights issue between 21 February 2013 and 7 March 2013, and decided to approve secondary subscriptions made by Citycon's shareholders or other investors in accordance with the terms and conditions of the rights issue.
Subscribers who did not receive all shares subscribed for by virtue of the secondary subscription will be repaid the subscription price for the shares not received by the subscriber to the bank account informed by the subscriber in connection with the subscription on or about 14 March 2013. No interest will be paid for the repayable funds.
The new shares subscribed for in the primary subscription have been subject to public trading on NASDAQ OMX Helsinki Ltd. as interim shares since 8 March 2013. All new shares subscribed for in the rights issue will be registered in the Finnish Trade Register on or about 14 March 2013. The new shares will continue to be subject to public trading as interim shares (ISIN Code FI4000060272) until the record date 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 (such distributions jointly the “2012 Dividend”). The interim shares are combined with the existing shares of the Company on the record date for the 2012 Dividend on 26 March 2013, and are thereafter subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other Citycon shares (ISIN Code FI0009002471).
Following the registration of the new shares in the Finnish Trade Register, the number of Citycon's shares will amount to 441,288,012 shares. All shares subscribed for in the rights issue have been fully paid for.
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 on or about 14 March 2013, except for the 2012 Dividend. After the record date for the 2012 Dividend, the new shares will entitle their holders also to full dividend and other distribution of funds declared by the Company, if any, in a similar manner to the existing shares in the Company.
As the new shares have not been registered with the Finnish Trade Register and in the Company’s shareholder register before 11 March 2013, which was the record date for the Annual General Meeting of the Company, the new shares will not entitle their holders to attend the Annual General Meeting of the Company to be held on 21 March 2013.
Adjustment to the EPRA EPS (basic) outlook based on the rights issue
According to the outlook announced by Citycon on 6 February 2013, the Company forecasted, based on the existing number of shares, that its EPRA EPS (basic) will in 2013 be EUR 0.22 – 0.26. As the EPRA EPS (basic) forecast is based on the number of shares in the Company, Citycon announced on 12 February 2013 that it adjusts the EPRA EPS (basic) forecast to reflect the increased number of shares as a result of the rights issue. Citycon now confirms such adjustment and forecasts that its EPRA EPS (basic) will be EUR 0.19–0.24 in 2013 based on the existing property portfolio and the increased number of shares.
Adjustment of conversion price of 2006 convertible capital bonds
As the rights issue was subscribed in full, the Board of Directors of Citycon has today, on 13 March 2013, confirmed the adjustments made on 12 February 2013 to the conversion price of the convertible capital bonds listed on 22 August 2006 to the effect that the new conversion price is EUR 3.76. The Board of Directors confirmed today that the maximum number of shares that can be subscribed for pursuant to the convertible bonds is increased to 10,585,106 shares and consequently the maximum increase in Citycon’s share capital as a result of such subscriptions is EUR 14,289,893.10. The increase in the maximum increase of share capital is expected to be registered in the Finnish Trade Register on or about 14 March 2013.
Adjustment of the terms and conditions of the 2011 stock options
As a consequence of the rights issue, Citycon’s Board of Directors has today, on 13 March 2013, also confirmed the adjustments made on 12 February 2013 to Citycon’s 2011 stock options in order to ensure the equal treatment of shareholders and the holders of Citycon’s 2011 stock options. The subscription price for stock options 2011A—D(I) is adjusted to EUR 2.8009 per share, the subscription price for stock options 2011A—D(II) is adjusted to EUR 2.9199 per share and the subscription price for stock options 2011A—D(III) is adjusted to EUR 2.3419 per share. The subscription ratio for the 2011 stock options will remain unchanged.
The foregoing adjustments to the terms and conditions of the 2011 stock options due to the rights issue will be in force as of their registration with the Finnish Trade Register on or about 14 March 2013.
Helsinki, 13 March 2013
CITYCON OYJ
Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.fi
Eero Sihvonen, Executive VP and CFO
Tel +358 20 766 4459 or +358 50 557 9137
eero.sihvonen@citycon.fi
Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and SEB Enskilda Corporate Finance Oy Ab and UBS Limited assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, 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 laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
SEB Enskilda Corporate Finance Oy Ab and UBS Limited and their respective affiliates are acting exclusively for the Company and no one else in connection with the matters referred to in this stock exchange release and will not regard any other person as their respective clients in relation to such matters and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to such matters.
United States
This stock exchange release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in 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 the rules and regulations thereunder (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. No public offering of the securities referred to herein is being made or will be made in the United States.
European Economic Area
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive, which, among others, include the right to offer the securities to less than 150 investors per each Relevant Member State (regardless of their sophistication as investors), even though the Company has not authorized any offer to the public of securities in such a Relevant Member State.
For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
United Kingdom
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.