CITYCON OYJ PREPARING A SHARE OFFERING TO SELECTED INSTITUTIONAL
INVESTORS; RECEIPT OF BIDS WILL COMMENCE ON 13 SEPTEMBER 2004
The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the
Company") has decided to start preparations for a share offering.
Citycon shares will be offered to a limited number, being less than
one hundred, of selected Finnish and international institutional
investors. The maximum number of new shares to be offered for
subscription is 10,000,000 (ten million).
Background to the share offering
Citycon is the market leader for shopping centre business in Finland
and is focused on realizing profitable growth by expanding its
property portfolio through acquisitions and property development, by
streamlining its operations and by assessing opportunities to expand
its geographical scope. The Company's ability to acquire, develop and
upgrade retail business premises and service solutions opens up new
opportunities for growth. At present Citycon focuses on Finland. A
process of assessing business opportunities in the Scandinavian and
Baltic countries was initiated in May 2004. In order to facilitate
future growth, the Board has decided to prepare a share offering for
institutional investors. The deviation from the pre-emption right
relates to the Company's wish to expand its shareholder base in order
to support growth of the Company and to improve liquidity of the
shares. The Board has decided that facilitating future growth and
expansion of the shareholder base are sufficiently weighty financial
reasons 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 15 March 2004. The Board will propose to
invalidate the 3,874,000 treasury shares that Citycon currently holds
in the next Annual General Meeting in spring 2005.
Implementation of the share offering
The share offering will be implemented through a bookbuilding process
which collects the bids for new shares made by a selected group of
institutional investors. Receipt of bids will commence on 13 September
2004 at 9.00 a.m. (Finnish time) and will end no later than 14
September 2004 at 4.00 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 14
September 2004 at 4.00 p.m. (Finnish time), however, but not earlier
than 13 September 2004 at 4.00 p.m. (Finnish time). An early closing
of the bookbuilding process will be notified immediately by a stock
Trading with the new shares is estimated to commence on the main list
of the Helsinki Exchanges on 27 September 2004 subject to the receipt
of all regulatory approvals.
The new shares will correspond to approximately 9.45 percent of the
Company's share capital and voting rights prior to the share offering
and approximately 8.64 percent after the offering, provided that the
offering is fully subscribed.
The lead manager of the share offering will be Kempen & Co N.V., a
Dutch investment bank, based in Amsterdam.
Helsinki, 10 September 2004
BOARD OF DIRECTORS
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
+358 400 333 256
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 THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN
OR ANY OTHER AREAS IN WHICH ITS 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 THE UNITED STATES OF AMERICA,
CANADA, 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, management
and development of its property portfolio. The book value of Citycon´s
property portfolio as of 30 June 2004 was EUR 731.0 million including
16 shopping centres and 130 supermarkets and shops in Finland. Citycon
is the market leader for shopping centre business in Finland.
In 2003 Citycon's turnover was EUR 78.1 million, profit before
extraordinary items and taxes EUR 19.1 million and earnings per share
were EUR 0.14. At the end of the second quarter of 2004 Citycon´s
turnover increased to EUR 44.1 million (EUR 38.7 million), profit
before extraordinary items and taxes rose to EUR 11.6 million (EUR 9.9
million) and earnings per share were EUR 0.08 (EUR 0.07).
The Company's share is quoted on the main list of the Helsinki
Exchanges. 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.
CITYCON OYJ'S SHARE OFFERING 2004
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 13,500,000.00, by issuing no less than one
(1) and no more than ten million (10,000,000) 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
institutional investors who have quoted 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 10 September 2004,
receive bids concerning the Shares from less than one hundred (100)
selected institutional investors. This Share offering is not intended
to related parties as defined in chapter 1, section 3 and 4 of the
Finnish Companies Act. After expiry of the time reserved for bidding,
the Company's Board will, based on the authorization of the Annual
General Meeting on 15 March 2004, make a decision on the
implementation and terms of the share offering most likely on 15
September 2004. No other than the pre-selected institutional investors
has the right to participate in the offering.
2. Time and place of receipt of bids
Receipt of bids will commence on 13 September 2004 at 9.00 a.m.
(Finnish time) and end on 14 September 2004 at 4.00 p.m. (Finnish
time) unless the period for receipt of bids is extended. Bids will be
received by Kempen & Co N.V. at the address Beethovenstraat 300, 1077
WZ Amsterdam, Netherlands (+31 20 348 8218) or by e-mail
email@example.com. The Company's Board may extend the period for receipt
3. Subscription price and grounds for determining Share subscription
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 account of the
purchase offers made by the limited number of 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
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 2004, provided the Company's Annual 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
The intention is to deviate from the shareholders' pre-emptive
subscription rights because the purpose of the share offering is to
expand the shareholder base and to facilitate future growth. There are
thus weighty financial reasons 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 lead manager, before 14 September 2004 at 4.00
p.m. (Finnish time), however, no earlier than 13 September 2004 at
4.00 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
The Company's Board will, in its meeting to be held most likely on 15
September 2004, 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 share subscriptions.
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.
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