Citycon's Board decided on the share offering and the subscription price
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
The Board of Directors ("Board") of Citycon Oyj ("the Company") resolved in its
meeting of 19 October 2005 to close the bookbuilding process on 19 October 2005
at 11.20 p.m. and to increase the Company's share capital by EUR 15,120,000 by
issuing 11,200,000 new shares in a directed share offering to selected Finnish
and international institutional investors. The subscription price per share is
EUR 3.08. The purpose of the share offering is to finance the acquisition of
retail centres located in Åkermyntan, Kallhäll and Fruängen in Stockholm
Metropolitan Area, Sweden as well as other future real estate acquisitions.
The Board's decision to increase the share capital is based on the authorisation
granted by the Company's Annual General Meeting of 5 April 2005 and on the bids
that have been received on 19 October 2005 in a bookbuilding process. The
bookbuilding process was closed prematurely, since the company had received an
adequate number of bids to implement the share offering. The lead manager of the
offering will inform the investors who have submitted their bids of the amount of
new shares they have been allocated with on or about 20 October 2005.
The subscription period will commence on 20 October 2005 at 11.00 a.m. (Finnish
time) and end on 25 October 2005 at 11.00 a.m. (Finnish time). The shares will be
subscribed for by paying the subscription price. The Board of the Company has
decided that the subscription price per share is EUR 3.08 taking into account the
bids made and the market price of the share. The terms and conditions of the
share offering are enclosed to this release.
The new shares will correspond to 8.96 percent of the Company's share capital and
voting rights prior to the share offering and 8.22 percent after the offering
provided that the share offering is fully subscribed for. Bids received in the
offering constituted an oversubscription of approximately 1.7 times the maximum
number of shares offered. Bids for the offered shares have been submitted by 27
investors. Some 99 percent of the offered shares will be allocated to
international investors and one percent to Finnish investors.
After the subscription price of the shares has been paid, the Board will make a
decision with respect to the approval of the subscriptions. The new shares are
expected to be subject to public trading on the main list of the Helsinki Stock
Exchange as of 27 October 2005.
According to the Board of the Company, no such event has taken place after the
release of the interim report on 18 October 2005 that would have a material
effect on the position of the Company.
The lead manager of the share offering is 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
Helsinki Stock Exchange
Main news media
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. 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 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.
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
CITYCON OYJ'S SHARE OFFERING OCTOBER 2005
TERMS AND CONDITIONS OF THE OFFERING
The Board of Directors ("Board") of Citycon Oyj ("the Company") has in its
meeting of 19 October 2005 resolved, in accordance with the authorisation granted
by the Annual General Meeting of the Company on 5 April 2005, to increase the
Company's share capital by EUR 15,120,000 on the following terms and conditions:
1. Share subscription and bids
The share capital will be increased by EUR 15,120,000 by issuing 11,200,000
shares (the "Shares", each a "Share") of the Company with a nominal value of EUR
1.35. All the Shares will be offered, in deviation from the shareholders' pre-
emptive subscription right, for subscription by Kempen & Co and/or institutional
investors named by it and who have submitted their bids.
2. Subscription price
The subscription price for the Shares amounts to EUR 3.08 per Share.
3. Time and place of receipt of subscriptions
The subscription of Shares will be conducted in accordance with the Finnish
Companies Act Chapter 3a Section 17 by paying the subscription price in full to
the bank account indicated by the Company.
4. Terms of payment
The payment of the subscription price of the Shares is to be made between 20
October 2005 at 11.00 a.m. (Finnish time) and 25 October 2005 at 11.00 a.m.
(Finnish time). The Company's Board may decide to extend the payment period.
5. Dividend rights and other rights
The Shares subscribed as a result of the share offering will be entitled to a
full dividend payment for the financial year commenced 1 January 2005, provided
that the Company's general meeting decides to distribute dividend. 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 securities system.
6. Reasons for deviating from the shareholders' pre-emptive subscription rights
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. The Company's
general meeting has decided that financing of real estate acquisitions is a
weighty financial reason to deviate from the shareholders' pre-emptive
In case of undersubscription, the Company's Board may decide who shall have the
right, and by what procedure, to subscribe for those Shares that have not been
subscribed for. The said Shares shall not be offered to any party outside the
scope of the originally selected investors.
8. Other matters
The Board of the Company shall decide on the approval of the subscriptions for
the Shares in its meeting of 25 October 2005. The Board of the Company shall be
entitled to approve the subscriptions for the Shares in full or in part, or to
reject such subscriptions.
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