Rights Issue 23 June - 7 July 2015
Citycon announced on 25 May 2015 that it had entered into an agreement to acquire all the shares in the Norwegian shopping centre company Sektor Gruppen AS and convened an extraordinary general meeting of shareholders ("EGM") to resolve on an authorization for the Board of Directors to decide on a rights issue as part of the financing arrangements relating to the acquisition. The EGM of Citycon held on 15 June 2015 passed the necessary resolutions and on the same day the Board of Directors of the company decided on a rights issue of approximately EUR 600 million based on the authorization granted by the EGM.
Citycon will offer a maximum of 296,664,209 new shares in the rights issue in accordance with the shareholders' pre-emptive subscription right. The new shares to be issued in the rights issue represent a maximum of approximately 50.0 percent of the total shares and voting rights in the company prior to the rights issue and approximately 33.3 percent of the total shares and voting rights after the rights issue, assuming that the rights issue is subscribed in full.
The subscription price for the new shares is EUR 2.05 per new share. The subscription price will be recorded in its entirety in the invested unrestricted equity fund of the company. The subscription period will commence on 23 June 2015 at 9:30 a.m. Finnish time and expire on 7 July 2015 at 4:30 p.m. Finnish time.
The company's two largest shareholders Gazit-Globe Ltd. and CPP Investment Board Europe S.à r.l. ("CPPIBE"), a wholly owned subsidiary of Canada Pension Plan Investment Board, have undertaken, subject to certain conditions, to subscribe for their pro rata allocation in the rights issue as follows: Gazit-Globe Ltd. 127,068,487 new shares and CPPIBE 44,499,631 new shares. The aforementioned subscription undertakings represent in aggregate approximately 57.8 percent of the maximum number of new shares to be issued in the rights issue.
In addition, Gazit-Globe Ltd. and CPPIBE have each provided an additional undertaking according to which they commit, subject to certain conditions, to subscribe for further shares in the rights issue, Gazit-Globe Ltd. up to a maximum subscription amount of EUR 50 million and CPPIBE up to a maximum subscription amount of EUR 30 million, in the event that the maximum number of new shares to be issued in the rights issue will not be subscribed for during the subscription period of the rights issue. The additional undertaking by Gazit-Globe Ltd. is also subject to Gazit-Globe Ltd.'s ownership not exceeding 50 percent of the shares and votes in Citycon through such subscription, in which case the number of shares to be subscribed for by Gazit-Globe Ltd. pursuant to the additional undertaking would be reduced as necessary. Any such reduction would reduce CPPIBE's additional subscription undertaking accordingly on a pro rata basis.
A shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 17 June 2015 of the rights issue will automatically receive one (1) freely transferable subscription right as a book-entry for every one (1) share owned on the record date. Each two (2) subscription rights will entitle holders to subscribe for one (1) new share. The subscription rights are subject to public trading on NASDAQ OMX Helsinki Ltd. between 23 June 2015 and 1 July 2015.
Further, a shareholder or other investor who has subscribed for new shares based on the primary subscription right is entitled to subscribe for new shares not subscribed for by virtue of the primary subscription right.
In the event new shares are not fully subscribed for by virtue of the primary subscription right or the secondary subscription during the subscription period of the rights issue, the Board of Directors of the company may, following consultation with the joint global coordinators and joint bookrunners, offer for subscription and allocate the remaining unsubscribed new shares at the subscription price, in the first instance, to Gazit-Globe Ltd. and CPPIBE in proportion to and in accordance with their additional undertakings and, in the second instance, where the number of the new shares not fully subscribed for by virtue of the primary subscription right and the secondary subscription exceeds the additional undertakings, to any other investors procured by the joint global coordinators and joint bookrunners in a private placement. The additional undertakings do not prevent Gazit-Globe Ltd. and CPPIBE from participating in the secondary subscription.
The ex-rights date for the rights issue is 16 June 2015.
Citycon will announce the final result of the rights issue through a stock exchange release on or about 13 July 2015. Public trading in the new shares subscribed for in the rights issue based on the primary subscription right as interim shares is expected to commence on or about 8 July 2015. The interim shares will be combined with the existing shares of the company on or about 14 July 2015 and public trading in the new shares is expected to commence on or about 14 July 2015.
Danske Bank A/S, Helsinki Branch, Kempen Co N.V., Pohjola Bank plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch are acting as joint global coordinators and joint bookrunners in the rights issue.
Citycon has entered into a lock-up agreement with the joint global coordinators and joint bookrunners under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Citycon for a period ending 180 days after the closing of the rights issue on or about 14 July 2015. In addition, Gazit-Globe Ltd. and CPPIBE have in connection with their subscription undertakings, subject to certain exceptions, agreed not to sell or transfer any shares in Citycon prior to the listing of the new shares on NASDAQ OMX Helsinki Ltd. on or about 14 July 2015.
Stock Exchange Releases
Stock Exchange Release 25 May 2015 (transaction)
Stock Exchange Release 15 June 2015 (EGM decisions)
Stock Exchange Release 15 June 2015 (Board decision on rights issue)
Stock Exchange Release 18 June 2015 (FSA approval of prospectus)