NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
Citycon Oyj (“Citycon” or the “Company”) announces its intention to offer new shares in the Company to Finnish and international institutional investors in an accelerated book-built offering in deviation from the shareholders’ pre-emptive rights (the “Offering”). The number of new shares to be offered is initially estimated to amount to approximately 26,500,000 shares, but the final number of shares (“Shares”) to be issued will be determined based on the demand shown in the accelerated book-building procedure and can also exceed 26,500,000 shares.
The subscription price of the Shares will be based on the price determined in the book-building procedure. If the number of new shares to be issued in the Offering would amount to 26,500,000 shares, the new shares would correspond to approximately 10.8 per cent of all the shares and voting rights in Citycon immediately prior to the Offering. The authorisation of the Board of Directors to issue 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 debts 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 strategy.
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 book-building process carried out by Danske Bank to Finnish and international institutional investors. The book-building will commence immediately and is expected to end at or before 18:30 Finnish time tomorrow 14 July 2011. The book-building process may, however, be closed at any time during the book-building period. The number of Shares and the price at which the Shares are to be placed will be agreed by the Company and Danske Bank at the close of the book-building process. Details of the number of Shares and the placing price will be announced as soon as practically possible after the close of the book-building process.
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 45 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 on or about 18 July 2011.
In order for the Shares to be listed, the Company has prepared a prospectus in accordance with the Finnish Securities Market Act consisting of the Company’s registration document dated 24 September 2010 and of a securities note and summary to be dated on or about 15 July 2011 that the Company has filed for approval with the Finnish Financial Supervisory Authority. Public trading in the Shares is expected to commence on NASDAQ OMX Helsinki Ltd. on or about 19 July 2011.
Danske Bank is acting as the Sole Bookrunner of the Offering.
Helsinki, 13 July 2011
The Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel +358 20 766 4521 or +358 40 154 6760
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, Hong Kong 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 anywhere in the world. Persons into whose possession this announcement comes are required by the Company and Danske Bank to inform themselves about, and to observe these 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 (each, a “Relevant Member State”) an offer to the public of any Shares may not, and will not, be made in that Relevant Member State except that an offer to the public in that Relevant Member State may be made pursuant to the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(a) to legal entities which are qualified investors as defined under the Prospectus Directive;
(b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Shares shall result in a requirement for the Company or Danske Bankto publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase any Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
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.
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.