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") resolved in
its meeting on 21 September 2010 to issue up to 22,000,000 new shares (the
"Shares") based upon the authorisation of the Annual General Meeting of Citycon
on 13 March 2007 and approved the final terms and conditions of the issue. The
Shares were offered to Finnish and international institutional investors in
deviation from the shareholders pre-emptive rights (the "Offering"). The
subscription price was set at EUR 2.87 per Share, amounting to total proceeds of
EUR 63,140,000 before commissions and expenses. The terms and conditions of the
Shares are attached to this release as an appendix.
The Offering was conducted by way of an accelerated bookbuilding process carried
out by Kempen & Co ("Kempen").
The Company's Board of Directors approved on 21 September 2010 the subscriptions
for the Shares. Following the Offering, the number of shares outstanding by the
Company will be 244,564,972. The 22,000,000 Shares offered in the Offering
correspond to approximately 9.9% of all the shares and voting rights in Citycon
immediately prior to the Offering. The subscription price will be recognised
under the invested unrestricted equity fund.
The Shares are expected to be entered in the book-entry accounts of investors
and registered in the Trade Register on or about 24 September 2010. An
application has been made for admission of the Shares on NASDAQ OMX Helsinki
Ltd. Public trading in the Shares is expected to commence on or about 24
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.
ANNEX: TERMS AND CONDITIONS OF SHARE OFFERING
The Board of Directors of Citycon Oyj (the "Company") has on 21 September 2010,
pursuant to the authorization granted to the Board of Directors of the Company
by the Annual General Meeting of shareholders of the Company on 13 March 2007,
resolved to issue a maximum of 22,000,000 new shares (the "Shares") by a
directed share issue on the following terms and subject to the following
1. Share subscription
A maximum of 22,000,000 Shares shall be issued. The Shares are new.
The Shares were offered to Finnish and international institutional investors in
an accelerated book-built offering in deviation from the shareholders'
pre-emptive rights. Based on the bookbuilding the Company's Board of Directors
together with its advisors has determined the group of investors that will be
offered Shares for subscription. All the Shares were offered to be subscribed
for by institutional investors.
2. Subscription price and its recognition in the balance sheet
The subscription price is EUR 2.87 per Share ("Subscription Price"). The
Subscription Price is based on the price determined in the book-building
procedure, which shall be considered the fair value of the Shares. The
Subscription Price will be recognised under the invested unrestricted equity
3. Subscription period and place of subscription
The subscription period commences on 21 September 2010 at 10.30 p.m. and ends on
23 September 2010 at 12.00 a.m. The share subscription shall take place at the
offices of the lead manager Kempen & Co or at any other location determined by
the Board of Directors of the Company. The subscription shall be performed
verifiably by paying the entire Subscription Price of the Shares to the bank
account as designated by the Company. The Board of Directors of the Company has
a right to extend or discontinue the subscription period.
4. Terms of payment
The Subscription Price shall be paid during the above-mentioned subscription
period. The Board of Directors of the Company may extend the payment period.
5. Right to dividend and other rights
The Shares are entitled to dividend and carry all other shareholder rights from
their registration with the Finnish Trade Register, which is expected to take
place on or about 24 September 2010.
The Shares will be issued in book-entry form in the Finnish book-entry
securities system operated by Euroclear Finland Ltd.
6. Reasons for deviating from the pre-emptive subscription rights of the
The pre-emptive subscription rights of the shareholders are deviated from since
the purpose of the share offering is to raise financing on market terms and at
reasonable cost in order to strengthen the Company's capital structure and to
finance redevelopment projects and potential acquisitions in accordance with the
Company's investment strategy as well as to broaden the Company's shareholder
base. The Company considers an accelerated book-built offering to be a justified
way of raising funds taking also into account that the execution risk in an
accelerated book-built offering is smaller than in a rights offering. There are
thus weighty financial reasons from the Company's perspective for deviating from
the pre-emptive subscription rights of the shareholders as referred to in
Chapter 9 Section 4 of the Finnish Companies Act.
7. Over and under subscription
The Company's CEO may decide to discontinue the bookbuilding process in a
possible over subscription situation. In an under subscription situation, the
Board of Directors of the Company may decide who will be entitled to subscribe
for the Shares that have been unsubscribed for, and the procedure to be applied
in such subscription.
The Board of Directors of the Company shall decide on the approval of the share
subscriptions in accordance with these Terms and Conditions. The Board of
Directors may also during the subscription period decide on the approval of the
subscriptions thus far made. A confirmation will be sent to the subscribers with
respect of the subscriptions approved after the approval of the subscriptions.
8. Other issues
The Board of Directors of the Company will decide on other matters related to
the share issue and practical arrangements resulting therefrom.
The Shares are governed by, and shall be construed in accordance with Finnish