STOCK EXCHANGE ANNOUNCEMENT 16 April 2004 at 1.30pm.
CITYCON APPLIES FOR LISTING OF THE 1999A/B-WARRANTS ON THE MAIN
LIST OF THE HELSINKI EXCHANGES
Citycon Oyj applies for listing of all 1999A/B-warrants on the
main list of the Helsinki Exchanges so that the listing commences
approximately on 23 April 2004.
The total number of A/B-warrants is 3,600,000. Each A/B-warrant
entitles its holder to subscribe for one Citycon Oyj share. In the
aggregate, the A/B-warrants entitle holders to subscribe for
3,600,000 shares. The present share subscription price with A/B-
warrants is EUR 1.54/share. The dividends payable annually shall
be deducted from the share subscription price.
The share subscription period for A/B-warrants has commenced on 1
September 2000 / 1 September 2002 and will end on 30 September
2007.
CITYCON OYJ
Petri Olkinuora
CEO
Further information is available from:
Mr Petri Olkinuora, CEO, on +358 400 333 256
Distribution:
Helsinki Exchanges and main media
ENCL
Terms and Conditions of the Warrants 1999
WARRANTS IN CITYCON OYJ (FORMER KIINTEISTÖSIJOITUS OYJ CITYCON)
At its meeting on 4 November 1999 the Extraordinary General
Meeting of Shareholders of Citycon Oyj has resolved to issue
warrants to the personnel of the Citycon Group on the following
terms and conditions. The warrant terms have been amended to
correspond to euro denomination by the resolution of the Annual
General Meeting of Shareholders on 26 March 2002.
I WARRANT TERMS
1. Number of warrants
The number of warrants issued will be 5,500,000, which entitle to
subscribe for 5,500,000 shares in Citycon Oyj.
2. Warrants
Of the warrants 1,800,000 will be marked with the letter A,
1,800,000 with the letter B and 1,900,000 with the letter C.
The persons to whom warrants will be issued will be notified in
writing by the Company about the offer of warrants. The warrants
will be delivered to the recipient when he or she has accepted the
offer of the Company. Warrant certificates shall, upon request, be
delivered to the warrant holder at the start of the relevant share
subscription period unless the warrants have been transferred to
the book-entry system.
3. Right to warrants
The warrants shall, with deviation from the shareholders' pre-
emptive right to subscription, be issued to the personnel of the
Citycon Group and to Veniamo-Invest Oy. It is proposed that the
shareholders' pre-emptive right to subscription be disapplied,
since the warrants are intended to form part of the Group's
incentive program for the personnel.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the
warrants. Warrants shall be issued to Veniamo Invest Oy to the
extent that these are not distributed to the personnel of the
Citycon Group. The Board of Directors of Citycon Oyj will decide,
at a later date, upon the distribution of the warrants granted to
the subsidiary to the employed personnel of the Citycon Group.
5. Transfer of warrants and obligation to offer warrants
The warrants are freely transferable when the relevant share
subscription period has begun. The Board of Directors may, as an
exception to the above, permit the transfer of a warrant also at
an earlier date.
Should a subscriber cease to be employed by or in the service of
the Citycon Group before 1 September 2004 for any other reason
than retirement or death then such person shall without delay
offer to the Company, free of charge, those warrants for which the
share subscription period in accordance with Section II.2 had not
begun at the last day of such person's employment or service.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its holder to subscribe for one (1) share in
Citycon Oyj with a nominal value of one euro and thirty-five cents
(EUR 1.35). As a result of the subscriptions the share capital of
Citycon Oyj may be increased by a maximum of 5,500,000 new shares,
i.e., by a maximum of EUR 7,425,000.
2. Share subscription and payment
The subscription period shall begin:
for warrant A on 1 September 2000
for warrant B on 1 September 2002
for warrant C on 1 September 2004.
The share subscription period shall end on 30 September 2007 for
all warrants.
The share subscription shall take place at the head office of
Citycon Oyj and possibly at another location to be determined
later. Payment of shares subscribed shall be effected on
subscription.
3. Share subscription price
The share subscription price shall be two euro (EUR 2). From the
share subscription price shall, as per the dividend record date,
be deducted the amount of dividend distributed after 4 November
1999 but before the date of share subscription. The share
subscription price shall, nevertheless, always amount to at least
the nominal value of the share.
4. Registration of shares
Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.
5. Shareholder rights
Shares shall entitle to dividend for the financial year in which
the share subscription takes place. Other shareholder rights shall
commence when the increase of the share capital has been entered
into the Trade Register.
6. Share issues, convertible bonds and warrants before share
subscription
Should the Company, before the subscription for shares, raise its
share capital through an issue of new shares, or issue convertible
bonds or warrants relating to shareholding in Citycon Oyj, a
warrant holder shall have the same right as or an equal right to
that of a shareholder. Equality is reached in the manner
determined by the Board of Directors by adjusting the number of
shares available for subscription, the subscription price or both
of these.
Should the Company, before the subscription for shares, increase
its share capital by way of a bonus issue, the subscription ratio
shall be amended so that the ratio to the share capital of shares
to be subscribed for by virtue of warrants remains unchanged. If
the number of shares that can be subscribed for by virtue of one
warrant should be a fraction, the fractional part shall be taken
into account by reducing the subscription price.
7. Rights in certain cases
If the Company reduces its share capital before the subscription
of shares, the subscription right accorded by the terms of the
warrant shall be adjusted accordingly, as specified in the
resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription of
shares, the warrant owner shall be given an opportunity to
exercise his/her subscription right before the liquidation begins,
within a period of time determined by the Board of Directors.
If the Company resolves to merge in another company as the company
being acquired or in a company to be formed in a combination
merger or if the Company resolves to be divided, the warrant owner
shall, before the merger or division, be given the right to
subscribe for the shares within the period of time determined by
the Board of Directors. After such date no subscription right
shall exist.
If the Company resolves to acquire its own shares after the share
subscription period has begun by an offer made to all
shareholders, the warrant owner shall be made an equivalent offer.
In other cases the acquisition of the Company's own shares does
not require the Company to take any action in relation to the
warrant. If according to the Companies Act a redemption right is
created for a shareholder to the shares of the other shareholders,
the warrant owner shall be given a right equal to that of the
shareholders to sell his warrants to the shareholder with the
redemption right.
If the nominal value of the share is changed while the share
capital remains unchanged, the subscription terms shall be amended
so that the total nominal value of the shares available for
subscription and the total subscription price remain the same.
Converting the Company from a public company into a private
company will not affect the terms and conditions of the warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by
arbitration in accordance with the Arbitration Rules of the
Central Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants
to the book-entry system at a later date and on the resulting
technical amendments to the terms and conditions. Other matters
related to the warrants are decided on by the Board of Directors.
The warrant documentation is kept available for inspection at the
head office of Citycon Oyj in Helsinki.