Citycon's Board decided on the share offering and the subscription price

CITYCON OYJ STOCK EXCHANGE RELEASE 27 July 2005 at 9.00 a.m. 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 ("Citycon" or "the Company") has resolved in its meeting of 26 July 2005, in accordance with the authorization of the Annual General Meeting of Citycon of 5 April 2005, to increase the Company's share capital by EUR 16,200,000 and by issuing 12,000,000 new shares in a share offering to selected Finnish and international institutional investors. The purpose of the share offering is to finance partly the acquisition of Rocca al Mare shopping centre in Tallinn, Estonia executed on 21 July 2005. The decision of the Board to increase the share capital is based on the bids that have been received between 25 July 2005 and 26 July 2005 in a bookbuilding process. The lead manager will inform the investors who have submitted their bids of the amount of new shares they have been allocated with. The subscription period will commence on 27 July 2005 at 11.00 a.m. (Finnish time) and end on 1 August 2005 at 11.00 a.m. (Finnish time). The shares will be subscribed for by paying the subscription price. The Board of Directors of the Company decided that the subscription price per share is EUR 3.01 taking into account the bids made and the market price of the share during a period of 30 days prior to the announcement of the preparations for the offering. The terms and conditions of the share offering are enclosed to this release. 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 the share offering is fully subscribed for. Bids received in the offering constitute an oversubscription of approximately 1.7 times the maximum number of shares offered. Bids for the offered shares have been made by 29 investors. 99 percent of the offered shares will be allocated to international investors and 1 percent to Finnish investors. After having received payment for the shares, the Board will make a decision with respect to the approval of the subscriptions. A confirmation of the approved subscriptions will be sent to the investors on or about 27 July 2005 by the lead manager. Trading in the offered shares on the main list of the Helsinki Stock Exchange is expected to commence on or about 3 August 2005. After the publication of the interim report on 20 July 2005 there have not been any events except for the acquisition of Rocca al Mare shopping centre having 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, 26 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 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 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. APPENDIX NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN CITYCON OYJ'S SHARE OFFERING 2005 TERMS AND CONDITIONS OF THE OFFERING The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the Company") has in its meeting of 26 July 2005 resolved, in accordance with the authorization of the Annual General Meeting of Citycon of 5 April 2005, to increase the Company's share capital by EUR 16,200,000 as follows: 1. Share subscription and bids The share capital will be increased by EUR 16,200,000 by issuing twelve million (12,000,000) 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 pre- emptive subscription rights of shareholders for subscription by Kempen & Co and/or institutional investors named by Kempen & Co and who have submitted their bids. 2. Subscription price The subscription price for the Shares amounts to EUR 3.01 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 for the subscription price of the Shares shall be made between 27 July 2005 at 11.00 a.m. (Finnish time) and 1 August 2005 at 11.00 a.m. (Finnish time). The Company's Board of Directors may decide to extend the period for the payment. 5. Dividend rights and other rights The Shares subscribed as a result of the share offering will be entitled to the full dividend payment for the financial year commenced 1 January 2005, provided that the Company's General Meeting will decide to distribute dividend. 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. 6. Reasons for deviating from the shareholders' pre-emptive subscription rights The Company wishes to finance partly the acquisition of Rocca al Mare shopping centre in Tallinn, Estonia executed on 21 July 2005. The Board has decided that financing real property acquisitions based on the Company's growth strategy is important financial reason to deviate from the shareholders´ pre-emption rights. 7. Undersubscription In the event of undersubscription, the Company's Board of Directors 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 Directors of the Company shall decide on the approval of the subscriptions for the Shares in its meeting of 1 August 2005. The Board of Directors 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 of Directors will also decide on other factors related to the share offering and the share capital increase and the practical measures arising there from. Distribution: Helsinki Stock Exchange Main news media www.citycon.fi

Subscribe

Order our releases to your email

Stock Exchange and Corporate Press Releases:
Press Releases by Region, in local language (*):

You will automatically receive our releases to your email as they are published. You can unsubscribe at any time. By subscribing you agree to our Privacy Policy