NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
The Board of Directors of Citycon Oyj has today decided on a rights
issue amounting to approximately EUR 99 million (the "Offering")
based on the authorisation granted by the Annual General Meeting of
13 March 2007. Citycon will offer a maximum of 27,594,782 new shares
in accordance with shareholders' pre-emptive subscription right. The
shares to be issued in the Offering represent a maximum of
approximately 14.3 percent of the total shares and the voting rights
in the Company prior to the Offering.
The share subscription period will commence on 19 September 2007 and
expire on 3 October 2007. The subscription price is EUR 3.60 per
share. Each shareholder of Citycon is entitled to subscribe for one
(1) new share for every seven (7) shares held on the record date, 13
September 2007. The subscription rights are transferable and are
expected to be traded on the Helsinki Stock Exchange from 19
September 2007 through 26 September 2007. OKO Corporate Finance Ltd.
will act as the Lead Manager of the Offering.
Citycon intends to continue its strategy of responsible growth by
expanding the Company's property portfolio in the retail business and
selected market areas and by developing and redeveloping the
company's properties in order to better serve the retail sector. The
most desirable acquisition targets are shopping centres that offer
substantial development and redevelopment potential and possibilities
for increasing rental yield through active retail property
management. Citycon's new investments are focused in areas where the
number of inhabitants and their purchasing power are expected to
increase.
In the execution of its growth strategy Citycon intends to utilise
equity, equity-linked financing as well as debt financing in a
flexible manner in order to ensure optimal balance sheet structure of
the company taking into account the progression of its investment
plans. In addition, investments can be financed by divesting non-core
properties.
The net proceeds of the Offering are intended to be used to partially
finance the acquisition of the shopping centre Iso Omena announced in
August. The acquisition is expected to be closed during September
2007. The purchase price of Iso Omena is approximately EUR 329
million and the acquisition will initially be financed with existing
credit lines and new financing arrangements.
Gazit-Globe Ltd. has informed Citycon that its holding in Citycon as
of 4 September 2007 was 39.3 per cent of all the shares in Citycon
and has informed Citycon of its non-binding intention to use its
subscription rights and to subscribe for shares in the Offering. In
addition, Gazit-Globe Ltd. has informed Citycon of its non-binding
intention to participate in the secondary subscription.
Amendments to terms and conditions of stock options and convertible
capital bonds
The Board of Directors of Citycon has today approved the share
subscriptions made and paid by 3 September 2007 based on the
Company's 1999 stock options. The new shares are intended to be
recorded in the book-entry accounts of the subscribers prior to the
record date for the Offering, on or around 11 September 2007.
The stock options 1999 and 2004 that have not been used for share
subscription do not entitle to participate in the Offering. In order
to ensure equal treatment of the stock option holders and the
shareholders, the Board of Directors of Citycon has today decided on
amendments to the terms and conditions of the 2004 stock options due
to the Offering. In addition, the Board of Directors of Citycon
decided to adjust the conversion price of the convertible capital
bonds listed on 22 August 2006. The amendments described above
regarding the convertible bonds will take effect on 4 October 2007
and regarding the stock options on 10 October 2007 provided that the
Offering will be executed in accordance with the terms presented
above. Since the Company's stock option scheme 1999 expires on 30
September 2007, the Offering has no effect on the terms and
conditions of the said stock option scheme. More detailed information
on said amendments will be provided in a separate release to be
issued later today.
Press conference for media and analysts
Citycon will host a news conference for media and analysts at 12.00
noon today. The conference will be held at the Company's head office,
Pohjoisesplanadi 35 AB, third floor, Helsinki. The news conference
may also be attended via conference call. The details for the
conference call are as follows: Conference number +358(0)9 8248 2775,
PIN 8584.
Helsinki, 10 September 2007
CITYCON OYJ
Board of Directors
APPENDIX: Terms and conditions of the Offering
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
mobile +358 400 333 256
Eero Sihvonen, CFO, mobile +358 50 557 9137
Distribution:
Helsinki Stock Exchange
Major media
www.citycon.fi
This release is not an offer of securities for sale in the United
States. The securities referred to herein may not be offered or sold
in the United States absent registration under the U.S. Securities
Act of 1933, as amended, or an exemption from registration. Any
public offering of securities to be made in the United States will be
made by means of a prospectus that may be obtained from the issuer
and that will contain detailed information about the company and
management, as well as financial statements. The issuer does not
intend to conduct a public offering in the United States or register
any part of the offering in the United States. Copies of this release
are not being made and may not be distributed or sent into the United
States, Canada, Japan or Australia.
APPENDIX: TERMS AND CONDITIONS OF THE OFFERING
On 13 March 2007, the Annual General Meeting of Citycon Oyj (the"Company" or "Citycon") resolved to authorise the Company's Board of
Directors to decide on a share issue. The maximum number of shares to
be issued may be 100,000,000 in total.
On 10 September 2007, the Board of Directors of the Company resolved,
based on the authorisation of the Annual General Meeting, to issue a
maximum of 27,594,782 new shares (each "Share") through a share issue
based on the pre-emptive subscription right of shareholders (the"Offering") as set forth in these terms and conditions of the
Offering.
The Shares to be issued in the Offering represent approximately 14.3
per cent of the total shares and voting rights in the Company before
the Offering.
Right to Subscribe
Primary Subscription Right
The Shares will be offered for subscription by the shareholders of
the Company in proportion to their shareholding in the Company.
A shareholder who is registered in the Company's shareholders'
register maintained by the Finnish Central Securities Depository Ltd.
on the record date of 13 September 2007 of the Offering (the "Record
Date"), will automatically receive one (1) freely transferable
subscription right as a book-entry (ISIN FI0009503023) (the"Subscription Right") for every one (1) share owned on the Record
Date (the "Primary Subscription Right"). A shareholder, or a person
or an entity to whom such Primary Subscription Rights have been
transferred, is entitled to subscribe for one (1) Share for every
seven (7) Subscription Rights. No fractions of Shares will be
allotted.
Secondary Subscription Right
Further, a shareholder who is registered in the Company's
shareholders' register on the Record Date and who has exercised his
or her Primary Subscription Right, is entitled to subscribe for
Shares not subscribed for by virtue of the Primary Subscription Right
(the "Secondary Subscription Right").
Shares Not Subscribed for
The Shares not subscribed for may be allocated for subscription by
persons selected by the Board of Directors.
Subscription Price
The Shares may be subscribed for in the Offering at the subscription
price of EUR 3.60 per Share (the "Subscription Price"). The
Subscription Price will be recorded in its entirety under the
invested unrestricted equity fund. The Share Subscription Price has
been set such that it includes a discount of approximately 22 per
cent compared to the closing price of the shares on the trading day
preceding the day of the decision on the share offering.
Subscription Period
The subscription period will commence on 19 September 2007 at 9.30
a.m. Finnish time and expire on 3 October 2007 at 4.30 p.m. Finnish
time (the "Subscription Period").
The Shares that have not been subscribed for by virtue of the Primary
and Secondary Subscription Period and that are to be offered for
subscription by persons selected by the Board of Directors, must be
subscribed for in accordance with the instructions given by the Board
of Directors, however, on 8 October 2007 at the latest.
Places of Subscription
Subscriptions can be made at:
- the OP Bank Group's member banks and the offices of
Helsinki OP Bank Plc during their opening hours.
- the OP 0100 0500 telephone service. The clients subscribing
for Shares via the telephone service must have a personal Internet
service agreement with the OP Bank Group. When subscribing for Shares
via the telephone service, the subscriber must identify himself by
using the codes for Internet services.
In addition, subscriptions may be submitted to the account operators
who have an agreement with OKO Corporate Finance Ltd. on the routing
of subscriptions. Account operators may ask their customers to submit
their subscriptions at an earlier date than the date of expiration of
the Subscription Period.
Subscription for Shares and Payments
A holder of the Subscription Rights may participate in the Offering
by subscribing for Shares pursuant to the Subscription Rights
registered on his or her book-entry account and by paying the
Subscription Price. Each seven (7) Subscription Rights entitle their
holder to subscribe for one (1) Share. Fractional Shares cannot be
subscribed. In order to participate in the Offering, a holder of the
Subscription Rights must submit a subscription assignment in
accordance with the instructions given by his or her own account
operator, or if a holder of the Subscription Rights has not received
instructions for subscription form his or her account operator, he or
she must contact a subscription place. The Subscription Price of the
Shares subscribed for in the Offering shall be paid in full at the
time of submitting the subscription assignment in accordance with the
instructions given by the subscription place or the relevant account
operator during the term of payment determined by the account
operator.
Shareholders and other investors participating in the Offering whose
shares or Subscription Rights are held through a nominee must submit
their subscription assignments in accordance with the instructions
given by their custodial nominee account holders.
Any exercise of the Primary Subscription Right and the Secondary
Subscription Right is irrevocable and may not be modified or
cancelled otherwise than as stated in section "Cancellation of
Subscriptions under Certain Circumstances".
Any Subscription Rights remaining unexercised at the end of the
Subscription Period on 3 October 2007 will expire without any
compensation.
Cancellation of Subscriptions under Certain Circumstances
According to the Finnish Securities Market Act if the prospectus
relating to the Offering is supplemented between the time the
prospectus was approved by the Finnish Financial Supervision
Authority and the time when trading with the Shares begins due to a
material mistake or inaccuracy relating to the information in the
prospectus which could be of material relevance to the investor, then
investors who have already agreed to subscribe for Shares before the
supplement is published, shall have the right to withdraw their
subscription. The procedure for such withdrawal right will be
announced together with any such supplement to the prospectus through
a stock exchange release.
Public Trading of the Subscription Rights
The Subscription Rights will be publicly traded on the OMX Nordic
Exchange Helsinki Ltd. between 19 September 2007 and 26 September
2007.
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions
pursuant to the Primary Subscription Right made in accordance with
these terms and conditions and applicable laws and regulations.
In case of over-subscription by virtue of Secondary Subscription
Rights, the subscriptions made by the Company's shareholders will be
approved in proportion to their holdings on the Record Date, but not
more than up to the maximum number of the subscription undertaking.
Should the shareholder not receive all Shares subscribed for by
virtue of the Secondary Subscription Right, the subscription price
for the Shares not received by the shareholder will be repaid to the
bank account informed by the shareholder in connection with the
subscription on or about 10 October 2007. No interest will accrue for
the repayable funds.
If all Shares are not subscribed for pursuant to the Primary and
Secondary Subscription Right and if the Board of Directors gives the
unsubscribed Shares for subscription to a party it decides, the Board
of Directors may in its discretion approve or refuse these
subscriptions.
The Company will publish the final result of the Offering in a stock
exchange release on or about 8 October 2007.
Registration of the Shares to the Book-entry Accounts
The Shares subscribed for in the Offering will be recorded on the
subscriber's book-entry account after the registration of the
subscription as interim shares (ISIN Code FI0009015648) representing
the new Shares. The interim shares will be combined with the
Company's existing class of shares (ISIN Code FI0009002471) when the
Shares have been registered with the Trade Register. Such combination
is expected to occur on or about 10 October 2007. The Shares
subscribed for and approved by virtue of the Secondary Subscription
Right will be recorded on the subscriber's book-entry account after
the registration of the Shares with the Trade Register, on or about
10 October 2007.
Shareholder Rights
The Shares will entitle their holder to full dividends declared by
the Company, if any, and to other shareholder rights in the Company
after the new Shares have been registered with the Trade Register, on
or about 10 October 2007.
Treatment of Holders of Stock Options and Convertible Bonds
According to the terms and conditions of the stock options approved
by the Company's Annual General Meeting of Shareholders on 15 March
2004, if the Company increases its share capital on the basis of the
pre-emptive subscription rights of shareholders prior to subscription
of shares by the holder of stock options, such stock option holder
shall be granted the same or an equivalent right as the shareholders.
In order to ensure equal treatment of the stock options holders and
the shareholders the Board of Directors of the Company has on 10
September 2007 decided upon amendments to the subscription ratio and
the subscription price based on 2004 stock options due to the
Offering. The Company's stock options 2004 do not entitle to
participate in the Offering.
According to provision 6(b)(iv) of the terms and conditions of
Citycon's convertible capital bonds listed on 22 August 2006, the
conversion price of the convertible bonds shall be adjusted, among
other things, when the Company issues its shares to its shareholders
at a price which is less than 95 per cent of the market price of the
shares. According to provision 6(f) of the terms and conditions of
the convertible bonds the Company must give notice of any adjustments
to the conversion price to bondholders after the determination of the
adjustment. The Company's Board of Directors has in its meeting on 10
September 2007 decided to adjust the conversion price of the
convertible bonds from EUR 4.3432 to EUR 4.20, provided that the
Offering is executed as described in the offering note. The new
conversion price will be effective as of 4 October 2007. The notice
regarding the conversion will be given to the holders of convertible
bonds on 11 September 2007.
Information
Documents mentioned in Chapter 5, Section 21 of the Finnish Companies
Act are available for review as of the start of the Subscription
Period at the head office of the Company, Pohjoisesplanadi 35 AB,
FI-00100 Helsinki.
Applicable Law and Dispute Resolution
The Offering and the Shares shall be governed by the laws of Finland.
Any disputes arising in connection with the Offering shall be settled
by the court of jurisdiction in Finland.
Other Issues
Other issues and practical matters relating to the Offering will be
resolved by the Board of Directors of the Company.