NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Citycon Oyj prepares a directed share offering to selected institutional
investors; receipt of bids will commence today on 19 October 2005 at 9.00 a.m.
The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the Company") has
decided to start preparations for a directed share offering. Citycon shares will
be offered to a limited number of selected Finnish and international
institutional investors. The maximum number of new shares to be offered for
subscription is 11,200,000.
Background to the share offering
Citycon is the market leader in shopping centre business in Finland and is
focused on long term accretive growth by expanding its property portfolio through
acquisitions and property development, by streamlining its operations and by
expanding its geographical scope. The Company's ability to acquire, develop and
upgrade retail business premises and service solutions opens up new opportunities
for growth. Citycon's main geographical business area is Finland, but the
Company's business operations have expanded to Sweden and Estonia through real
estate acquisitions executed in July this year. The Company continues to assess
business opportunities in Scandinavia and the Baltic countries and has on 14
September 2005 acquired three retail centres located in Åkermyntan, Kallhäll and
Fruängen in Stockholm Metropolitan Area, Sweden. The transaction is expected to
close on 1 November 2005.
In order to finance the above mentioned transaction and to facilitate future
acquisitions the Board has decided to prepare a share offering to institutional
investors. The decision is based on the authorisation granted by the Annual
General Meeting ("AGM") of Citycon on 5 April 2005. The authorisation includes a
right to deviate from the shareholders' pre-emptive subscription right, provided
that the Company has a weighty financial reason for the deviation, such as
execution of real estate or share purchase transactions. The Board has decided
that financing of said transaction as well as any future real estate acquisitions
is a weighty financial reason for deviation from the shareholders' pre-emptive
subscription right referred to in the AGM's decision.
For financing future real estate acquisitions, the Board will be using both
equity and debt instruments. Should in the near future new acquisitions
materialize, the Board will also consider financing these partly by means of a
Implementation of the share offering
The share offering will be implemented through a bookbuilding process where
selected institutional investors may submit their bids for new shares. The
bookbuilding will commence on 19 October 2005 at 9.00 a.m. (Finnish time) and end
no later than 20 October 2005 at 6.00 p.m. (Finnish time) unless the period for
receipt of bids is extended. The Company is entitled to close the bookbuilding
process before 20 October 2005 at 6.00 p.m. (Finnish time) after having consulted
with the lead manager, but not, however, earlier than 19 October 2005 at 6.00
p.m. (Finnish time). Notice of an early closing of the bookbuilding process will
be released immediately in a form of a stock exchange release.
Trading of the new shares is estimated to commence on the main list of the
Helsinki Stock Exchange on 27 October 2005 subject to the receipt of all
regulatory approvals. The Company has applied for an exemption from a duty to
publish listing particulars from the Finnish Financial Supervision Authority.
The new shares will correspond to 8.96 percent of the Company's share capital and
voting rights prior to the share offering and approximately 8.22 percent after
the offering, provided that the offering will be fully subscribed for.
The lead manager of the share offering will be Kempen & Co, a Dutch investment
bank, based in Amsterdam.
Helsinki, 19 October 2005
Board of Directors
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
mobile +358 400 333 256
THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY THE SECURITIES OF CITYCON OYJ IN THE UNITED STATES OR IN ANY OTHER
THE SECURITIES ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY ONLY BE OFFERED OR SOLD IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) IF REGISTERED UNDER THE SECURITIES ACT OR
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN RECEIPTED UNDER A PROSPECTUS
PURSUANT TO APPLICABLE CANADIAN PROVINCIAL SECURITIES LAWS ("CANADIAN PROVINCIAL
LAWS") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL RECEIPTED UNDER A PROSPECTUS PURSUANT TO APPLICABLE
CANADIAN PROVINCIAL LAWS, SUBJECT TO APPLICABLE EXEMPTIONS.
THIS RELEASE IS NOT TO BE CONSTRUED AS A DIRECT OR INDIRECT OFFER CONCERNING THE
POSSIBLE SUBSCRIPTION, PURCHASE OR SALE OF SHARES. THE SHARE OFFERING HAS NOT
BEEN MADE, AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, JAPAN OR
ANY OTHER AREAS IN WHICH THE OFFERING WOULD BE UNLAWFUL. NEITHER THIS RELEASE NOR
ANY INFORMATION CONTAINED HEREIN OR DOCUMENTS RELATED TO IT OR TO THE SHARE
OFFERING MAY BE PUBLISHED, DISTRIBUTED OR FORWARDED BY ANY METHOD TO OR FROM
AUSTRALIA, JAPAN OR ANY OTHER AREAS IN WHICH IT WOULD BE UNLAWFUL, INCLUDING BY
MAIL, FAX, E-MAIL OR PHONE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE APPLICABLE JURISDICTIONS.
Citycon is a property investment company specialized in retail premises. Citycon
plays an active role in owning, letting, managing and developing its property
portfolio. The fair value of Citycon´s property portfolio as of 30 September 2005
was EUR 894.2 million. Citycon is the Finnish market leader in shopping centre
business. owning a total of 18 shopping centres, 16 in Finland, one in Sweden and
one in Estonia. In addition to these shopping centres, Citycon owns 127
supermarket and shop properties in Finland.
In 2004 Citycon's turnover was EUR 84.7 million, profit before taxes EUR 26.5
million and earnings per share were EUR 0.22. At the end of September 2005
Citycon´s turnover amounted to EUR 66.5 million (EUR 63.3 million), profit before
taxes amounted to EUR 33.3 million (EUR 23.2 million) and earnings per share were
EUR 0.21 (EUR 0.20).
The Company's share is quoted on the main list of the Helsinki Stock Exchange.
The Company is included in international property investment company indexes. The
EPRA/NAREIT Global Real Estate Index and the GPR 250 Property Securities Index
serve as comparative indexes for international investors.
Helsinki Stock Exchange
Main news media
CITYCON OYJ'S DIRECTED SHARE OFFERING OCTOBER 2005
1. Share subscription and bids
The intention is to increase the share capital by no less than EUR 1.35 and no
more than EUR 15,120,000.00, by issuing no less than one (1) and no more than
eleven million two hundred thousand (11,200,000) shares ("the Shares", and each
"a Share") of Citycon Oyj ("the Company") with a nominal value of EUR 1.35. The
intention is to offer all the Shares, in deviation from the pre-emptive
subscription right of shareholders, for subscription by Finnish and international
institutional investors who have submitted bids. Each bid must concern a tranche
of Shares which may be no less than 50,000 in number and must be divisible by one
The subscription of the Shares will be implemented as follows: The Company's
Board will, pursuant to its decision of 19 October 2005, receive bids concerning
the Shares from selected institutional investors. After expiry of the time
reserved for bidding, the Company's Board will, based on the authorisation
granted by the Annual General Meeting of 5 April 2005, make a decision on the
implementation and terms of the share offering on or about 20 October 2005. Only
the selected institutional investors have the right to participate in the
2. Time and place of receipt of bids
Receipt of bids will commence on 19 October 2005 at 9.00 a.m. (Finnish time) and
end on 20 October 2005 at 6.00 p.m. (Finnish time) unless the period for receipt
of bids is extended. Bids will be received by Kempen & Co at the address
Beethovenstraat 300, 1077 WZ Amsterdam, Netherlands (+31 20 348 8213) or by e-
mail email@example.com. The Company's Board may extend the period for receipt of
3. Subscription price and grounds for determining Share subscription price
Investors will make bids, on the basis of which the Company's Board will, once
the bookbuilding has ended, make a decision on the final subscription price per
Share. Pricing will take place taking into account the bids made by the Finnish
and international institutional investors and the market price of the Share.
Notice of the Share subscription price will be released immediately after the
pricing decision in the form of a stock exchange release.
4. Dividend rights and other rights
The Shares subscribed as a result of the share offering will give entitlement to
a full dividend payment for the financial year starting 1 January 2005, provided
the Company's general meeting decides to distribute dividends. The other rights
attached to the Shares will take effect once the share capital increase has been
registered. The Shares will be issued in the book-entry system.
5. Reasons for deviating from the shareholders' pre-emptive subscription right
From the shareholders' pre-emptive subscription right is deviated, because the
purpose of the share offering is to finance the acquisition of three retail
centres located in Åkermyntan, Kallhäll and Fruängen in Stockholm Metropolitan
Area, Sweden as well as other future real estate acquisitions. There is thus a
weighty financial reason from the Company's perspective to deviate from the
shareholders' pre-emptive subscription right.
6. Early closing of the bookbuilding process
The Company has the right to close the bookbuilding process after having
consulted with the lead manager before 20 October 2005 at 6.00 p.m. (Finnish
time), not, however, earlier than 19 October 2005 at 6.00 p.m. (Finnish time).
Notice of an early closing of the bookbuilding process will be released
immediately in a form of a stock exchange release.
7. Other matters
The Board of Directors of the Company has the right to reject received bids. The
Company's Board will, in its meeting on or about 20 October 2005, decide on the
implementation and terms of the Share offering. At the meeting, decisions will be
taken on the subscription price and terms of payment of the Shares as well as the
The Company's Board will decide on other matters related to the share offering
and the share capital increase as well as on any practical measures arising