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.
Citycon Oyj (“Citycon” or the “Company”) has decided to begin preparations for a rights issue of a maximum of 125,000,000 new shares pursuant to the shareholders’ pre-emptive subscription right (the "Offering"). In addition to financing the acquisition of Kista Galleria shopping centre in Stockholm, which was announced on 19 December 2012, the proceeds from the Offering are intended to strengthen the Company’s balance sheet, finance the Company’s strategy and for general corporate purposes. The Board of Directors has proposed that the Extraordinary General Meeting of the Company (“EGM”) to be held on 6 February 2013 authorises the Board of Directors to decide on the Offering. Should the authorization be used in full, the shares to be issued in the Offering represent a maximum of approximately 38.2 per cent of the total shares and voting rights in the Company prior to the Offering.
The detailed terms and conditions of the Offering, which is contemplated to be carried out on normal market-based terms, are expected to be decided by the Board of Directors provided that the EGM will authorize the Board of Directors to take the resolution on the Offering.
The EGM will be held on 6 February 2013 at 2.00 p.m. in Kansallissali, Aleksanterinkatu 44, Helsinki, Finland. The notice to the EGM was published through a separate stock exchange release today. The proposal for the authorisation of the issuance of new shares and other information relating to the EGM are available on the Company's website at www.citycon.com.
Helsinki, 16 January 2013
Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
Eero Sihvonen, Executive VP and CFO
Tel +358 20 766 4459 or +358 50 557 9137
NASDAQ OMX Helsinki
This stock exchange release is not an offer for subscription for shares in the Company. A prospectus relating to the rights issue referred to in this stock exchange release and the subsequent listing of the new shares at NASDAQ OMX Helsinki Ltd. will be prepared and filed with the Finnish Financial Supervisory Authority provided that the rights issue will be carried out.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.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 distribution of this stock exchange release in certain other jurisdictions may be restricted by law and persons into whose possession it or any part of it comes should inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information in this stock exchange release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This stock exchange release has not been approved by any regulatory authority. This stock exchange release is not a prospectus and investors should not subscribe for or purchase any securities referred to in this stock exchange release except on the basis of information provided in the prospectus to be published by the Company provided that the rights issue will be carried out.
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. 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, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
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.