Citycon Oyj preparing a directed share offering to selected institutional
investors; receipt of bids will commence today on 25 July 2005
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
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 12,000,000 (twelve million).
Background to the share offering
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Citycon is the market leader for shopping centre business in Finland and is
focused on realizing 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, although the Company is simultaneously assessing business opportunities
in the Scandinavian and Baltic countries. In the beginning of July 2005 the
Company's operations expanded to Sweden as the Company acquired the Åkersberga
shopping centre in greater Stockholm area. As an instrument to finance partly the
acquisition of Rocca al Mare shopping centre in Tallinn, Estonia executed on 21
July 2005 the Board has decided to prepare a share offering for institutional
investors. The deviation from the shareholders' pre-emption right relates to the
need to obtain in an efficient manner financing for the said acquisition of Rocca
al Mare shopping centre. The Board has decided that financing acquisitions is an
important financial reason to deviate from the shareholders´ pre-emption rights.
The Board has made this decision under the authorization of the Annual General
Meeting of Citycon of 5 April 2005.
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
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
The share offering will be implemented through a bookbuilding process which
collects the bids for new shares made by selected institutional investors.
Receipt of bids will commence on 25 July 2005 at 9.00 a.m. (Finnish time) and
will end no later than 26 July 2005 at 6.00 p.m. (Finnish time) unless the period
for receipt of bids is extended. The Company has the right to close the
bookbuilding process in consultation with the lead manager, before 26 July 2005
at 6.00 p.m. (Finnish time), however not earlier than 25 July 2005 at 6.00 p.m.
(Finnish time). An early closing of the bookbuilding process will be notified
immediately by a stock exchange release.
Trading with the new shares is estimated to commence on the main list of the
Helsinki Stock Exchange on 3 August 2005 subject to the receipt of all regulatory
approvals. The Company will publish listing particulars prior to the commencement
of public trading.
The new shares will correspond to approximately 10.6 percent of the Company's
share capital and voting rights prior to the share offering and approximately 9.6
percent after the offering, provided that the offering is fully subscribed for.
The lead manager of the share offering will be Kempen & Co, a Dutch investment
bank, based in Amsterdam.
Helsinki, 25 July 2005
CITYCON OYJ
BOARD OF DIRECTORS
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
+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. ANY PUBLIC OFFERING OF
SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS
THAT MAY BE OBTAINED FROM THE COMPANY AND THAT WILL CONTAIN DETAILED INFORMATION
ABOUT THE COMPANY AND MANAGEMENT AS WELL AS FINANCIAL STATEMENTS.
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 IT'S 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
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Citycon is a property investment company specialized in retail premises. Citycon
plays an active role in owning, letting, management and development of its
property portfolio. The fair value of Citycon´s property portfolio as of 30 June
2005 was EUR 754.7 million including 16 shopping centres and 127 supermarkets and
shops in Finland. Citycon is the market leader for shopping centre business in
Finland.
In 2004 Citycon's turnover was EUR 88.6 million, profit before extraordinary
items and taxes EUR 24.2 million and earnings per share were EUR 0.17. At the end
of the second quarter of 2005 Citycon´s turnover amounted to EUR 42.5 million
(EUR 42.2 million), profit before taxes amounted to EUR 17.2 million (EUR 14.6
million) and earnings per share were EUR 0.11 (EUR 0.14).
The Company's share is quoted on the main list of the Helsinki Stock Exchange.
The Company is included in international property investment companies' indexes.
The EPRA/NAREIT Global Real Estate Index and the GPR 250 Property Securities
Index serve as comparative indexes for international investors.
Distribution:
Helsinki Exchanges
Main news media
www.citycon.fi
APPENDIX
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
CITYCON OYJ'S SHARE OFFERING 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 16,200,000.00, by issuing no less than one (1) and no more than
twelve million (12,000,000) shares ("the Shares", "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 rights 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 25 July 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 authorization of the Annual
General Meeting on 5 April 2005, make a decision on the implementation and terms
of the share offering on or about 26 July 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 25 July 2005 at 9.00 a.m. (Finnish time) and end
on 26 July 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 book building has ended, make a decision on the final subscription price per
Share. Pricing will take account of the bids made by the Finnish and
international institutional investors and the market price of the Share. The
Share subscription price will be published in a stock exchange release
immediately after the decision on the Share price has been made.
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 after 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 rights
The intention is to deviate from the shareholders' pre-emptive subscription
rights because the purpose of the share offering is to finance the acquisition of
Rocca al Mare shopping centre in Tallinn, Estonia. There is thus an important
financial reason from the Company's perspective to deviate from the shareholders'
pre-emptive subscription rights.
6. Early closing of the bookbuilding process
The Company has the right to close the bookbuilding process in consultation with
the sole lead manager, before 26 July 2005 at 6.00 p.m. (Finnish time), however,
no earlier than 25 July 2005 at 6.00 p.m. (Finnish time). An early closing of the
bookbuilding process will be notified immediately by 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 26 July 2005, decide on the
implementation and terms of the Share offering. At the meeting, decisions will be
made on the subscription price and payment terms of the Shares, the subscription
period and the acceptance and possible rejection of bids.
The Company's Board will also decide on other factors related to the share
offering and the share capital increase and the practical measures arising from
these.