Citycon Oyj issues a total of 60,746 new shares as a part of the
company's long-term share-based incentive plan. 40,746 shares are
issued to 25 Citycon Group key employees and 20,000 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. The
Board of Directors of Citycon has today decided on the share
incentives that shall be granted for the second earning period 1
January-31 December 2008. According to the terms and conditions of
the incentive plan, one third of the incentives is payable in 2009
and the rest in equal installments in 2010 and in 2011. In addition,
also the second installment of the incentives for the incentive
period 2007 is payable in 2009, and the third installment in 2010.
The incentives payable under the incentive plan for the year 2008
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 2007-2009 and the
potential incentives are granted to the key employees during the
years 2008-2012. 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
On 13 March 2007, the Annual General Meeting of Citycon Oyj
authorized 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 authorized 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 40,746 new shares in the company. Today, the
Board of Directors also issued 20,000 new shares to the company
itself through a share issue without payment.
The new shares issued will be registered with the Trade Register on
29 May 2009 and will be admitted for public trading on the NASDAQ OMX
Helsinki on 1 June 2009. Following the registration, the number of
Citycon shares will increase to 221,059,735. Under the decision by
the Finnish Financial Supervisory Authority dated 22 May 2009, 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 20,000 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 organized by NASDAQ OMX Helsinki Ltd between 1 June 2009 and
5 June 2009. 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
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 2009
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 1/2009
Terms and conditions of share issue
Based on the authorization by the Annual General Meeting of 13 March
2007, the Board of Directors of Citycon Oyj (the "Company") has on 25
May 2009 resolved to convey treasury shares waiving the shareholders'
pre-emptive subscription rights on the following terms and
1. SHARE SUBSCRIPTION
The Company offers for subscription a maximum of 20.000 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 organized by NASDAQ OMX
2. SUBSCRIPTION PRICE, BASIS FOR ITS DETERMINATION AND BALANCE SHEET
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 2009 through
5 June 2009 through public trading organized 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 authorized to decide on other matters
relating to the share issue and practicalities arising thereof.