Citycon Issues 246,325 New Shares as a Part of the Company's Share-based Incentive Plan

Stock exchange releases - 13 July 2011


 Citycon Oyj issues a total of 246,325 new shares as a part of the company’s long-term share-based incentive plan. 101,325 shares are issued to 25 Citycon Group key employees and 145,000 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 9 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 on 12 July 2011 confirmed the share incentives that shall be granted for the fourth earning period 1 January–31 December 2010. According to the terms and conditions of the incentive plan, one third of the incentives for the earning period 2010 is payable in 2011 and the rest in equal installments in 2012 and in 2013. In addition, also the last installment of the incentives for the incentive period 2008 and the second installment of the incentives for the incentive period 2009 are payable in 2011.

 

 The incentives payable under the incentive plan for the year 2010 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 covered years 2007-2010 and the incentives were / will be granted to the key employees during the years 2008-2013. The Board of Directors has annually resolved on the key employees participating in the incentive plan and set the incentive goals. The incentives may be granted in the form of the company’s shares and/or 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 101,325 new shares in the company. Today, the Board of Directors also issued 145,000 new shares to the company itself through a share issue without payment.

 

 The new shares issued will be registered with the Trade Register on 15 July 2011 and will be admitted for public trading on the NASDAQ OMX Helsinki on 18 July 2011. Following the registration, the number of Citycon shares will increase to 244,811,297. Under the decision by the Finnish Financial Supervisory Authority dated 7 July 2011, 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 issues.

 

 The Board of Directors of the company has also resolved on conveying forward the 145,000 shares issued to the company without payment through a share issue against payment waivingthe 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 20 July 2011 and 27 July 2011. 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 support the company’s key-employee incentive plan by covering 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, 12 July 2011

 

 CITYCON OYJ

 Board of Directors



 

 For further information, please contact:

 Eero Sihvonen, Executive Vice President and CFO

 Tel. +358 20 766 4459 or mobile +358 50 557 9137

 eero.sihvonen@citycon.fi

 

 Distribution:

 NASDAQ OMX Helsinki

 Major media

 www.citycon.com

 

 APPENDIX: Share Issue of Citycon Oyj 1/2011

 

 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 12 July 2011 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 145,000 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 20 July 2011 through 27 July 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 support the company’s key-employee incentive plan by covering 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.

 

 7. OTHER ISSUES

 The Board of Directors is authorised to decide on other matters relating to the share issue and practicalities arising thereof.