Citycon Oyj (“Citycon”) has today 13 May 2014 received a notification from CPP Investment Board European Holdings S. àr.l. (“CPPIBEH”) pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act about a potential change in holdings. As announced today, Citycon and CPPIBEH, a wholly owned subsidiary of Canada Pension Plan Investment Board (an investment management organisation investing the funds of the Canada Pension Plan), have on 12 May 2014 entered into an agreement (the “Agreement”) on an overall arrangement whereby Citycon would strengthen its balance sheet by raising approximately EUR 400 million of new capital and CPPIBEH would become a significant strategic shareholder in Citycon. The proposed arrangement consists of a directed share issue of approximately EUR 206.4 million to CPPIBEH (the “Directed Share Issue”) as well as a subsequent fully underwritten rights issue of approximately EUR 196.5 million (the “Rights Issue”) pursuant to the pre-emptive subscription right of Citycon’s shareholders (together the “Transaction”).
Under the Agreement, CPPIBEH has undertaken, subject to certain conditions, to subscribe for the shares to be issued in the Directed Share Issue and its pro rata share in the Rights Issue, as well as to underwrite the Rights Issue up to an aggregate amount of EUR 27.1 million. The underwriting by CPPIBEH will only apply to new shares to be issued in the Rights Issue that may remain unsubscribed for after the pro rata subscriptions by Citycon’s largest shareholders Gazit-Globe Ltd. and Ilmarinen Mutual Pension Insurance Company, and after the EUR 42.6 million underwriting commitment provided by Gazit-Globe Ltd. has been used in full.
The new shares to be issued to CPPIBEH in the Directed Share Issue would represent approximately 15.0 per cent of the shares and voting rights in Citycon after the Directed Share Issue. According to CPPIBEH’s notification, if CPPIBEH would subscribe for the maximum amount it has undertaken to subscribe for pursuant to the Agreement in both the Directed Share Issue and the Rights Issue, including the maximum number of shares to be potentially subscribed for pursuant to the above underwriting commitment, its total holding would amount to 99,211,255 shares in Citycon, which would represent 16.7 per cent of the shares and voting rights in Citycon provided that both the Directed Share Issue and the Rights Issue would be subscribed in full. CPPIBEH’s holding would thus exceed 5, 10 and 15 per cent of the shares and voting rights in Citycon. CPPIBEH does not currently own any shares in Citycon.
The Transaction is conditional on the granting of necessary authorisations and election of new Board members by an Extraordinary General Meeting (“EGM”) of Citycon. The obligations of CPPIBEH under the Agreement are subject to certain conditions, including no material adverse change related to Citycon and the validity of certain representations and warranties relating, among other things, to disclosure and the financial condition of Citycon.
The Directed Share Issue is expected to be executed soon after the EGM and the subscription period of the Rights Issue is expected to begin in mid-June 2014.
The number of Citycon’s registered, fully paid-in shares is currently 441,288,012 and each share entitles to one vote at the general meetings of shareholders. If the Transaction is completed, the number of shares and voting rights in Citycon would amount to 593,328,419, provided that both the Directed Share Issue and the Rights Issue would be subscribed in full.
Helsinki, 13 May 2014
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
NASDAQ OMX Helsinki