Citycon issues 204,020 new shares as a part of the company's share-based
Citycon Oyj issues a total of 204,020 new shares as a part of the company's
long-term share-based incentive plan. 124,020 shares are issued to 26 Citycon
Group key employees and 80,000 shares are issued to the company itself as
directed share issues without payment. The shares directed to the company itself
shall later be issued against payment through public trading at NASDAQ OMX
Helsinki Ltd, waiving the shareholders' pre-emptive subscription rights.
The Board of Directors of Citycon Oyj has established on 26 April 2007 a
share-based incentive plan for the Group's key employees and has decided on 10
February 2010 on the prolongation of said plan with one more year to cover the
financial year 2010. The Board of Directors of Citycon has today confirmed the
share incentives that shall be granted for the third earning period 1 January-31
December 2009. According to the terms and conditions of the incentive plan, one
third of the incentives for the earning period 2009 is payable in 2010 and the
rest in equal installments in 2011 and in 2012. In addition, also the last
installment of the incentives for the incentive period 2007 and the second
installment of the incentives for the incentive period 2008 are payable in 2010.
The incentives payable under the incentive plan for the year 2009 were
determined on the basis of Citycon's consolidated adjusted net cash-flow from
operations per share and net rental income. The incentive plan in its entirety
covers years 2007-2010 and the potential incentives are granted to the key
employees during the years 2008-2013. The Board of Directors annually resolves
on the key employees participating in the incentive plan and sets the incentive
goals. The incentives may be granted in the form of the company's shares and in
the form of cash following the end of each earning period.
On 13 March 2007, the Annual General Meeting of Citycon Oyj authorised the Board
of Directors to issue new shares through a share issue, which can also be a
directed issue, either against or without payment. The Board of Directors was
also authorised to issue shares without payment to the company itself.
The Board of Directors of the company has today granted to the persons
participating in the incentive plan the incentives in the form of shares in
accordance with the terms and conditions of the incentive plan by means of a
directed share issue without payment comprising a total of 124,020 new shares in
the company. Today, the Board of Directors also issued 80,000 new shares to the
company itself through a share issue without payment.
The new shares issued will be registered with the Trade Register on 31 May 2010
and will be admitted for public trading on the NASDAQ OMX Helsinki on 1 June
2010. Following the registration, the number of Citycon shares will increase to
222,564,972. Under the decision by the Finnish Financial Supervisory Authority
dated 24 May 2010, the company has been granted an exemption from the duty to
publish a listing prospectus regarding the issued shares. The directed share
issue without payment and the share issue without payment to the company itself
will be executed in full as there are no counter-performances related to the
The Board of Directors of the company has also resolved on conveying forward the
80,000 shares issued to the company without payment through a share issue
against payment waiving the shareholders' pre-emptive subscription rights. The
shares will be conveyed at the market price prevailing at the time of conveyance
through public trading organised by NASDAQ OMX Helsinki Ltd between 1 June 2010
and 5 June 2010. The shares will be conveyed and paid in accordance with the
rules of NASDAQ OMX Helsinki and Euroclear Finland Ltd. The purpose of the share
issue is to cover the participants' tax liability relating to the payment of the
incentives under the company's share-based incentive plan and to hedge against
the share price variations. Therefore, there is a weighty financial reason from
the company's perspective to convey the shares waiving the shareholders'
pre-emptive subscription rights. The terms and conditions of the share issue in
their entirety are attached to this release.
The shares issued under the share issues are of the same class as the other
shares in the company. The shares issued by the company will entitle to
shareholders' rights once entered in the Trade Register (directed share issue
without payment) or when the shares have been transferred to the shareholder
(conveyance of treasury shares through share issue against payment). The share
issues do not change the share capital of the company.
Helsinki, 25 May 2010
For further information, please contact:
Petri Olkinuora, CEO
Tel. +358 20 766 4401 or mobile +358 400 333 256
NASDAQ OMX Helsinki
APPENDIX: Share issue of Citycon Oyj 1/2010
Terms and conditions of share issue
Based on the authorisation by the Annual General Meeting of 13 March 2007, the
Board of Directors of Citycon Oyj (the "Company") has on 25 May 2010 resolved to
convey treasury shares waiving the shareholders' pre-emptive subscription rights
on the following terms and conditions.
1. SHARE SUBSCRIPTION
The Company offers for subscription a maximum of 80,000 treasury shares in the
Company (the "Shares", each a "Share"). The Shares are offered for subscription
waiving the shareholders' pre-emptive subscription rights through public trading
organised by NASDAQ OMX Helsinki Ltd.
2. SUBSCRIPTION PRICE, BASIS FOR ITS DETERMINATION AND BALANCE SHEET ENTRY
The subscription price for one Share is the price that has been formed for the
Share in public trading on the date of subscription ("Subscription Price"). It
is the understanding of the Board of Directors that the Subscription Price
corresponds to the fair value of the Shares.
The Subscription Price for the Shares shall be recognised as an increase in the
Company's invested unrestricted equity fund.
3. SUBSCRIPTION PERIOD
The Shares shall be subscribed during the period 1 June 2010 through 5 June
2010 through public trading organised by NASDAQ OMX Helsinki.
The Board of Directors may resolve to extend the subscription period.
4. TERMS OF PAYMENT
The Subscription Price shall be paid in accordance with the trading rules of
NASDAQ OMX Helsinki.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The new Shares entitle to dividend and other rights in the Company as from the
registration of the shareholder in the shareholders' register of the Company
held by Euroclear Finland Ltd.
6. REASONS FOR THE DEVIATION FROM PRE-EMPTIVE SUBSCRIPTION RIGHTS
The purpose of the share issue is to cover the participants' tax liability
relating to the payment of the incentives under the Company's share-based
incentive plan and to hedge against the share price variations. Thus, there is a
weighty financial reason from the Company's perspective to convey the Shares
waiving the shareholders' pre-emptive subscription rights.
7. OTHER ISSUES
The Board of Directors is authorised to decide on other matters relating to the
share issue and practicalities arising thereof.