Citycon Oyj: Flagging notification in accordance with Chapter 9 Section 10 of the Finnish Securities Markets Act

Stock exchange releases - 7 July 2022

CITYCON OYJ   Stock Exchange Release   7 July 2022 at 14:30 hrs

Citycon Oyj (“Citycon” or the “Company”) has received on 6 July 2022 the following notification pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act according to which G City´s (former Gazit-Globe Ltd.) direct holding of shares in Citycon has decreased below fifty (50) percent.
 
The change in ownership is due to the partial completion of the share transfer under a share purchase agreement, as notified in a previous flagging notification published on 28 December 2021, entered into by G City Ltd (former Gazit-Globe Ltd.) and its wholly-owned subsidiary Gazit Europe Netherlands BV. The completion of the share transfer under the share purchase agreement will take place in two instalments, and as the first instalment, G City Ltd has transferred 10,883,747 shares in Citycon, out of the total of 17,285,000 shares in Citycon subject to the share purchase agreement, to Gazit Europe Netherlands BV. The trade date of such first instalment was 4 July 2022 and the settlement date 6 July 2022. The remaining second instalment of 6,401,253 shares in Citycon is expected to be made later in July. The completion of the share transfers under the share purchase agreement will not affect the aggregate total direct and indirect holdings of G City Ltd. For the avoidance of doubt, the 6,401,253 shares in Citycon that are reported in this notification as shares held through financial instruments by Gazit Europe Netherlands BV are currently owned and held by G City Ltd.

G City Ltd is controlled by Norstar Holdings Inc, which is ultimately controlled by Chaim Katzman. In addition to 70,274,016 shares held by G City Ltd and 10,883,747 shares held by Gazit Europe Netherlands BV after the execution of the first instalment pursuant to the share purchase agreement, 35,771 shares held by Chaim Katzman have been taken into account in this notification.


Citycon has one series of shares in which each share carries one vote. The total number of shares and votes is 168,008,940.

The holding of shares of G City Ltd (former Gazit Globe Ltd). according to the notification:

% of shares and voting rights
 
% of shares and voting rights through financial instruments
 
Total of both in %
Resulting situation on the date on which threshold was crossed or reached

G City Ltd (former Gazit-Globe Ltd.): 41.83

Gazit Europe Netherlands BV (wholly-owned subsidiary of G City Ltd): 6.48

Additional shares held by Chaim Katzman: 0.02

-


Gazit Europe Netherlands BV (wholly-owned subsidiary of G City Ltd):  3.81


-

41.83



10.29





0.02

Position of previous notification (if applicable)

Gazit-Globe Ltd.: 41.71




Additional shares held by Chaim Katzman: 0.02

Gazit Europe Netherlands BV (wholly-owned subsidiary of Gazit-Globe Ltd.): 10.26


-

51.96





0.02

Notified details of the resulting situation following the crossing of the threshold:

A: Shares and voting rights
Class/type of
shares
ISIN code (if possible)
Number of shares and voting rights % of shares and voting rights
Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7) Direct(SMA 9:5) Indirect(SMA 9:6 and 9:7)
FI4000369947 70,274,016 41.83
FI4000369947 10,883,747 6.48
FI4000369947 35,771 0.02
SUBTOTAL A 81,193,534 48.33

B: Financial Instruments according to SMA 9:6a
Type of financial instrument Expiration
date
Exercise/
Conversion Period
Physical or cash settlement Number of shares and voting rights % of shares and voting rights
Share purchase agreement leading to change in ownership - - Physical settlement 6,401,253 3.81
SUBTOTAL B 6,401,253 3.81
The controlled undertakings through which the shares, voting rights and financial instruments are effectively held:
Name % of shares and voting rights % of shares and voting rights through financial instruments Total of both
Chaim Katzman 0.02 0.02
Norstar Holdings Inc
G City Ltd. 41.83 41.83
Gazit Europe Netherlands BV 6.48 3.81 10.29
TOTAL 48.33 3.81 52.14

CITYCON OYJ

For further information, please contact:
Sakari Järvelä
Vice President, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@citycon.com

Citycon is a leading owner, manager and developer of mixed-use real estate featuring modern, necessity-based retail with residential, office and municipal service spaces that enhance the communities in which they operate. Citycon is committed to sustainable property management in the Nordic region with assets that total approximately EUR 4.5 billion. Our centres are located in urban hubs in the heart of vibrant communities with direct connections to public transport and anchored by grocery, healthcare and other services that cater to the everyday needs of customers.

Citycon has investment-grade credit ratings from Moody's (Baa3) and Standard & Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki.

www.citycon.com