Citycon Oyj prepares a directed share offering to institutional investors

CITYCON OYJ Stock Exchange Release 19 October 2005 at 8.30 a.m. 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 rights issue. 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 CITYCON OYJ 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 JURISDICTION. 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 Oyj 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. Distribution: Helsinki Stock Exchange Main news media www.citycon.fi APPENDIX 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 thousand. 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 offering. 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 wkas@kempen.nl. The Company's Board may extend the period for receipt of bids. 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 subscription period. 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 thereof.

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