NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Finnish Financial Supervisory Authority has today, 20 February 2013, approved Citycon Oyj’s (“Citycon” or the “Company”) offering circular consisting of the Finnish language offering note and summary dated 20 February 2013 and the Finnish language registration document dated 30 November 2012 (the offering note, summary and registration document together the “Offering Circular”) relating to the rights issue announced on 12 February 2013, whereby Citycon will offer a maximum of 114,408,000 new shares (the “New Shares”) in accordance with the shareholders' pre-emptive subscription right (the “Offering”).
The Finnish language Offering Circular will be available at the latest before the commencement of the subscription period on 21 February 2013 on the Company’s website www.citycon.fi/for_investors/registration_document, and at the latest as of 25 February 2013 at the offices of the Company at Citycon Oyj, Korkeavuorenkatu 35, FI-00100 Helsinki, Finland, and at the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. In addition, the Finnish language Offering Circular is available at the latest before the commencement of the subscription period on 21 February 2013 until the New Shares have been registered in the Trade Register (on or about 14 March 2013) at the website of SEB Enskilda Corporate Finance at www.seb.fi.
The subscription period for the New Shares will commence on 21 February 2013 at 9:30 a.m. and expire on 7 March 2013 at 4:30 p.m. (Finnish time). The Subscription Rights are freely transferable and will be subject to public trading on NASDAQ OMX Helsinki Ltd. between 21 February 2013 and 28 February 2013.
The aggregate net proceeds to Citycon from the Offering, after deduction of the fees and expenses payable by Citycon, will be approximately EUR 196.2 million provided that the Offering will be subscribed in full. The net proceeds of the Offering to be received by Citycon are in the first instance intended to finance the acquisition of the Kista Galleria shopping centre, which was announced on 19 December 2012, by paying down approximately EUR 133 million of existing facilities and credit lines that were drawn and invested. More information on Kista Galleria and the acquisition thereof is available in the offering note dated 20 February 2013. The Offering is expected to increase the Company’s equity ratio to 42.74 percent and thereby immediately and permanently strengthen the Company's balance sheet. To mitigate the earnings dilution, the Company also intends to continue the redevelopment and/or extension of existing shopping centres that are expected to have an accretive impact on EPRA earnings from 2014 onwards. Citycon will also commit to implement its strategic plan by focusing on further operational enhancements and recycling of capital. The Company expects to deliver an EPRA earnings per share of 0.19 - 0.24 for the year ending 31 December 2013.
The Offering is fully underwritten through a subscription undertaking given by the Company’s largest shareholder, Gazit-Globe Ltd. regarding the subscription rights allocated to it, and through an underwriting commitment from UBS Limited for the remaining part.
Citycon announced on 12 February 2013 that its largest shareholder, Gazit-Globe Ltd., intends to make a commitment to subscribe for New Shares in the Offering on a pro rata basis. Gazit-Globe Ltd. has on 20 February 2013 provided a subscription undertaking according to which it undertakes to subscribe for 56,069,860 New Shares in the Offering, which represents approximately 49 percent of the maximum number of New Shares to be issued in the Offering. Gazit-Globe Ltd. has the right to terminate the subscription undertaking if the underwriting agreement entered into with UBS Limited on 20 February 2013 has been terminated and also under certain other customary conditions. In addition, the undertaking is conditional upon the Finnish Financial Supervisory Authority granting a permanent exemption to Gazit-Globe Ltd. from the obligation to make a mandatory public tender offer for both the remaining Company shares and securities entitling to Company shares, pursuant to the Finnish Securities Market Act in the event that Gazit-Globe Ltd.'s shareholding would, based on the subscription undertaking, exceed 50 percent of the votes in the Company as a result of the Offering. Gazit-Globe Ltd. has informed the Company that the Finnish Financial Supervisory Authority has on 20 February 2013 granted such permanent exemption to Gazit-Globe Ltd. The exemption requires that Gazit-Globe Ltd. shall not acquire or subscribe for additional shares in Citycon or otherwise increase its voting rights in Citycon after it has subscribed for New Shares pursuant to its subscription undertaking.
Any and all New Shares that possibly remain unsubscribed for in the Offering have been underwritten by UBS Limited through an underwriting agreement, which includes customary conditions and termination rights, entered into between Citycon and UBS Limited today, 20 February 2013. The underwriting covers the portion of the Offering that is not subject to the undertaking by Gazit-Globe Ltd., i.e. approximately 51 percent of the New Shares.
SEB Enskilda and UBS Investment Bank are acting as Joint Lead Managers of the Offering.
Helsinki, 20 February 2013
Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
Eero Sihvonen, Executive VP and CFO
Tel +358 20 766 4459 or +358 50 557 9137
NASDAQ OMX Helsinki
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. The issue, exercise and/or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and SEB Enskilda Corporate Finance Oy Ab and UBS Limited assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
SEB Enskilda Corporate Finance Oy Ab and UBS Limited and their respective affiliates are acting exclusively for the Company and no one else in connection with the matters referred to in this stock exchange release and will not regard any other person as their respective clients in relation to such matters and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to such matters.
This stock exchange release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. No public offering of the securities referred to herein is being made or will be made in the United States.
European Economic Area
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive, which, among others, include the right to offer the securities to less than 150 investors per each Relevant Member State (regardless of their sophistication as investors), even though the Company has not authorized any offer to the public of securities in such a Relevant Member State.
For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.