NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
The Board of Directors of Citycon Oyj ("Citycon" or the "Company") announces
today its intention to offer up to 22,000,000 new shares in the Company (the
"Shares"). The Shares will be offered to Finnish and international institutional
investors in an accelerated book-built offering in deviation from the
shareholders pre-emptive rights (the "Offering"). The subscription price of the
Shares to be offered in the Offering will be based on the price determined in
the book-building procedure. The Shares to be offered in the Offering correspond
to approximately 9.9% of all the shares and voting rights in Citycon immediately
prior to the Offering. The authorisation of the Board of Directors to issue the
Shares on a non-pre-emptive basis was granted by the Annual General Meeting of
Citycon on 13 March 2007.
The Company intends to use the net proceeds of the Offering to repay the
Company's interest-bearing debt and to strengthen its capital base. The Offering
would provide the Company with additional financial flexibility when pursuing
redevelopment projects and potential acquisitions in accordance with its
investment strategy and would also broaden its shareholder base.
Citycon's major shareholder Gazit-Globe Ltd., a public multinational real estate
company, has indicated that as part of its long term strategy in the region, it
is supportive of the Offering.
The Offering is being conducted, subject to the satisfaction of certain
conditions, by way of an accelerated bookbuilding process carried out by Kempen
& Co ("Kempen") to Finnish and international institutional investors. The
bookbuilding will commence immediately and is expected to end before the end of
the day. The bookbuilding process may, however, be closed at any time during the
bookbuilding period. The number of Shares and the price at which the Shares are
to be placed will be agreed by the Company and Kempen at the close of the
book-building process. Details of the number of Shares and the placing price
will be announced as soon as practicable after the close of the book-building
In connection with the Offering, the Company has entered into a lock-up
agreement under which it has, subject to certain exceptions, agreed not to issue
or sell any ordinary shares in Citycon for a period ending 90 days after the
closing of the Offering.
The Shares will entitle their holders to shareholder rights, including the right
to receive full dividends declared by the Company, if any, after the Shares have
been registered with the Trade Register.
The Company will make an application for the listing of the Shares on NASDAQ OMX
Helsinki Ltd. Public trading in the Shares is expected to commence on or about
24 September 2010.
The Offering will be managed by Kempen as the Sole Bookrunner and Lead Manager.
Helsinki, 21 September 2010
Board of Directors
For further information, please contact:
Petri Olkinuora, CEO
Tel +358 20 766 4401 or +358 400 333 256
Eero Sihvonen, Executive Vice President and CFO
Tel +358 20 766 4459 or +358 50 557 9137
NASDAQ OMX Helsinki
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Japan, Australia, South Africa or any jurisdiction into
which the same would be unlawful. This announcement is for information only and
does not constitute or form part of an offer or solicitation to purchase or
subscribe for Shares in the United States, Canada, Japan, Australia, South
Africa or any jurisdiction in which such an offer or solicitation is unlawful.
No action has been taken by the Company or Kempen that would permit an offering
of such securities or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and Kempen to
inform themselves about, and to observe such restrictions.
The Shares referred to in this announcement have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities legislation of any state of the United
States, and may not be offered or sold in the United States, absent registration
or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act. No public offering of
securities of the Company will be made in connection with the Offering.
In relation to each member State of the European Economic Area which has
implemented the Prospectus Directive (as defined below) (each, a "Relevant
Member State"), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date"), the Offering will not be made to the public in that
Relevant Member State, except, with effect from and including the Relevant
(i) to qualified investors (as defined in the Prospectus Directive or
implementing legislation in the Relevant Member State) ("Qualified Investors");
(ii) to fewer than 100 natural or legal persons (other than qualified investors
as defined in the Prospectus Directive); or
(iii) in any other circumstances which do not require the publication by the
Company of a prospectus pursuant to Article 3 of the Prospectus Directive.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE OFFERING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND: (A)IN THE EUROPEAN ECONOMIC
AREA, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS
(AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE") AND (B) IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT
QUALIFIED INVESTORS WHO ARE: (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR
(III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
QUALIFIED INVESTORS (WHO, IF THEY ARE IN THE UNITED KINGDOM, ARE RELEVANT
PERSONS) OR OTHERWISE IN CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY
THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE
AND PERSONS WHO ARE NOT QUALIFIED INVESTORS (AND, IN THE UNITED KINGDOM,
RELEVANT PERSONS) SHOULD NOT RELY ON THIS ANNOUNCEMENT.
In the Netherlands, this announcement is only directed to (a) legal entities
which are authorised or regulated to operate in the financial markets or, if not
so authorised or regulated, whose corporate purpose is solely to invest in
securities; (b) any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance sheet of
more than €43,000,000 and (3) an annual net turnover of more than €50,000,000,
as shown in its last annual or consolidated accounts; and (c) such other persons
or legal entities which qualify as qualified investor under the Dutch Financial
Supervision Act (Wet op het financieel toezicht). In respect of the Offering,
neither the Company nor Kempen: (i) is required to obtain a fund supervision
license pursuant to the Dutch Financial Supervision Act and (ii) is subject to
supervision of the Netherlands Authority for the Financial Markets.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a
commitment to subscribe for Shares has been given will be deemed to have read
and understood this announcement In particular, each such investor represents,
warrants and acknowledges that it is: (i) a Relevant Person (as defined above)
and undertakes that it will acquire, hold, manage or dispose of any Shares that
are allocated to it for the purposes of its business; and (ii) unless otherwise
agreed, outside the United States and is subscribing for the Shares in an
"offshore transaction" (within the meaning of Regulation S under the United
States Securities Act of 1933, as amended (the "Securities Act")).
The price of the securities discussed in this announcement and the income from
them may go down as well as up and the investors may not get back the full
amount invested on disposal of the Shares. Any indication in this announcement
of the price at which the Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance.