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
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www.citycon.fi