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.
The Board of Directors of Citycon Oyj (“Citycon” or the “Company”) resolved in its meeting on 13 July 2011 to issue up to 33,000,000 new shares (the “Shares”) based upon the authorisation granted by the Annual General Meeting of Citycon on 13 March 2007, and approved the final terms and conditions of the share offering. The Shares were offered to Finnish and international institutional investors in deviation from the shareholders’ pre-emptive rights through an accelerated book-building process carried out by Danske Bank (the “Offering”). The subscription price was set at EUR 3.02 per Share, amounting to total proceeds of EUR 99.7 million before commissions and expenses. The terms and conditions of the Offering are attached to this release as an appendix.
“We are pleased with the continued investor interest towards the company and the fact that the offering was executed at a premium over the share’s closing price. The share offering also strengthens our balance sheet in accordance with our targets”, comments Eero Sihvonen, Executive Vice President and Chief Financial Officer of Citycon.
The Company’s Board of Directors approved on 13 July 2011 the subscriptions for the Shares made in accordance with the terms and conditions of the Offering. The 33,000,000 Shares offered in the Offering correspond to approximately 13.5 per cent of all the shares and voting rights in Citycon immediately prior to the Offering. The subscription price will be recognized under the invested unrestricted equity fund.
The Shares are expected to be registered in the Trade Register and entered in the book-entry accounts of investors on or about 18 July 2011. Following the registration of the Shares, the number of shares outstanding in the Company will amount to 277,811,297, including the 246,325 new shares issued on 12 July 2011 as a part of the Company’s share-based incentive plan and to be registered with the Trade Register on or about 15 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.
Helsinki, 13 July 2011
CITYCON OYJ
Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.fi
Eero Sihvonen, Executive Vice President and CFO
Tel +358 20 766 4459 or +358 50 557 9137
eero.sihvonen@citycon.fi
Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com
Important Notice
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 Bank to 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.
APPENDIX – TERMS AND CONDITIONS OF THE OFFERING
The Board of Directors of Citycon Oyj (the “Company”) has resolved in its meeting of 13 July 2011, by virtue of the authorisation granted by the Annual General Meeting of the Company on 13 March 2007, to issue up to 33,000,000 new shares (the “Shares”) through a directed share issue (the “Offering”) on the following terms and conditions:
Share Subscription
The 33,000,000 Shares were offered in an accelerated book building process conducted by Danske Bank Corporate Finance during 13 July 2011 to Finnish and international institutional investors in deviation from the pre-emptive subscription rights of the shareholders. Based on the price determined in the book-building, the Company’s Board of Directors together with its advisors has determined the group of investors that will be offered Shares for subscription.
Subscription Price
The subscription price determined in the book building process is EUR 3.02 per Share (the “Subscription Price”), which is considered the fair value of the Shares. The Subscription Price shall be entered into the Company’s invested unrestricted equity fund.
Subscription Period and Terms of Payment
The subscription period commences at 23.30 p.m. on 13 July 2011 and ends at 10.00 a.m. on 14 July 2011. The Board of Directors has a right to extend or discontinue the subscription period. The share subscription shall take place at the office of Danske Bank A/S Helsinki Branch. The subscription shall be performed verifiably by delivering the subscription list to the Company’s Board of Directors and paying the entire Subscription Price to the bank account designated by the Company.
The Subscription Price shall be paid during the subscription period.
Shareholder Rights
The Shares shall entitle their holders to full dividends declared by the Company, if any, and to other shareholder rights in the Company after the Shares have been registered with the Trade Register and recorded in the Company’s shareholders’ register, on or about 18 July 2011.
Registration of the Shares on the Book-entry Accounts and Listing of the Shares
The Shares subscribed for in the Offering will be issued in book-entry form in the book-entry securities system operated by Euroclear Finland Ltd. The Shares shall be recorded on the subscribers’ book-entry accounts after the registration of the Shares (ISIN code FI0009002471, trading code “CTY1S”) in the Trade Register on or about 18 July 2011. Public trading in the Shares is expected to commence on or about 19 July 2011.
Reasons for Deviating from the Pre-emptive Subscription Rights of the Shareholders
The pre-emptive subscription rights of the shareholders are deviated from since the purpose of the Offering is to strengthen the Company’s balance sheet and to finance redevelopment projects and potential acquisitions in accordance with the Company’s strategy. In addition, a directed share issue is justified taking into account for example lower costs and faster execution when compared to a rights issue. 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.
Other Issues
The Board of Directors of the Company shall resolve on the approval of the share subscriptions in accordance with these Terms and Conditions. A confirmation will be sent to the subscribers with respect of the subscriptions approved after the approval of the subscriptions.
The Board of Directors of the Company is authorised to decide on other issues related to the Offering and the practical arrangements resulting therefrom. The Offering is governed by the laws of Finland.