NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Citycon Oyj announces its intent to issue directed subordinated convertible bonds
to institutional investors; the bookbuild for the offering will commence today 25
The Board of Directors of Citycon Oyj ("Citycon" or the "Company") intends to
issue directed subordinated convertible bonds (the "Bonds") to institutional
investors via an accelerated bookbuild (the "Offering"). The minimum issue size
is EUR 70 million with the option to increase this by up to EUR 30 million. In
addition, Citycon has granted Dresdner Kleinwort and Kempen & Co ("the Joint Lead
Managers") an over-allotment option to subscribe for up to EUR 10 million of
additional Bonds solely to cover over-allotments, if any. The shares to be issued
upon conversion of the Bonds will represent approximately up to 15.2 % of
Citycon's current issued share capital (assuming the option to increase the issue
size and the overallotment option are fully exercised).
The maturity of the Bonds is 7 years. The Bonds will be issued and redeemed at
100% of the principal amount and are expected to pay a coupon of 4.0 - 4.5 %
annually in arrears. The conversion price is expected to be set at a premium of
20 - 25 % above the reference price of Citycon's shares as to be determined by
the Joint Lead Managers.
The final terms of the Bonds are expected to be approved by the Board and
announced later today with settlement expected on or around 2 August 2006.
The Board intends to issue the Bonds to finance future investments in accordance
with the Company's growth strategy and to increase the Company's financial
flexibility and liquidity. According to the Board, there are thus important
financial reasons to deviate from the shareholders´ pre-emptive subscription
rights. Approval to issue the Bonds non pre-emptively was obtained at the Annual
General Meeting of Citycon of 14 March 2006.
The Offering will be undertaken through an accelerated bookbuilding process to
institutional investors. The bookbuild will commence upon issue of this
announcement and is expected to end later today 25 July 2006.
Application will be made for admission of the Bonds on the Helsinki Stock
Exchange. Trading in the Bonds on the Helsinki Stock Exchange is expected to
commence on or about 31 August 2006 subject to the receipt of all regulatory
approvals. The Company will publish a Securities Note applicable to the Bonds
which together with the Company's Registration Document dated 29 March 2006 will
form the Prospectus for the Offering (including the Terms and Conditions of the
Bonds) on or about 31 August 2006.
Dresdner Kleinwort and Kempen & Co are acting as Joint Lead Managers and
Bookrunners of the Offering. In connection with the Offering Dresdner Kleinwort
may, within a period commencing on or about 25 July 2006 and ending no later than
30 days after the date when Citycon has received proceeds of the issue of the
Bonds i.e. on or about 31 August 2006 over-allot or effect transactions which
stabilise or maintain the market price of the Bonds at a level which might not
otherwise prevail in the open market. Stabilisation measures may result in a
market price of the Bonds that is higher than under normal circumstances (but
there can be no assurance of the realisation of such procedures). Such
transactions may be effected on the Helsinki Stock Exchange or otherwise. If such
stabilisation is commenced, it may be discontinued at any time and, in any event,
it will be discontinued at the latest within 30 days after the date when Citycon
has received proceeds of the issue of the Bonds i.e. on or about 31 August 2006.
Dresdner Kleinwort may over-allot Bonds in a principal amount of up to 15 per
cent of the Offering. After the termination of the stabilisation period Dresdner
Kleinwort shall publish information on stabilisation as required by law or other
applicable regulation on or about 31 August 2006.
Helsinki, 25 July 2006
Board of Directors
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
+358 400 333 256
Eero Sihvonen, CFO, tel. +358 9 6803 6730 or
+358 50 557 9137
Helsinki Stock Exchange
Main news media
Not for distribution in or to residents of the United States, Canada, Japan,
Italy or Australia
This announcement is not for distribution, directly or indirectly, in or into the
United States or to any US person (as defined in Regulation S). These materials
are not an offer of securities for sale into the United States or elsewhere. The
Bonds may not be offered or sold in the United States or to, or for the account
or benefit of, US persons unless they are registered or exempt from registration.
There will be no offering of the Notes in the United States.
This Announcement does not constitute an offer of securities to the public in the
United Kingdom and is for distribution in the United Kingdom only to 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 or to whom it may otherwise be lawfully passed on (all such
persons being referred to as "relevant persons"). This announcement must not be
acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is only available to
relevant persons and will be engaged in only with relevant persons.
This Announcement constitutes an advertisement for the purposes of the Prospectus
Rules published by the Financial Services Authority. A prospectus in relation to
the listing of the Bonds is expected to be published before on or about 31 August
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, and Kempen & Co N.V., which
is authorised and regulated by the Netherlands Authority for the Financial
Markets, are acting for Citycon Oyj and for no-one else in connection with the
contents of this document and will not be responsible to anyone other than
Citycon Oyj for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein Limited and Kempen & Co N.V. respectively, or for affording
advice in relation to the contents of this document or any matters referred to
herein. Dresdner Kleinwort Wasserstein Limited and Kempen & Co N.V. are not
responsible for the contents of this document. Dresdner Kleinwort Wasserstein
Limited and Kempen & Co N.V., have given and not withdrawn their written consent
to the issue of this document with the inclusion of the reference to their name
in the form and context in which it is included.