NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Citycon's Board of Directors decided on a rights issue
The Board of Directors of Citycon has today decided on a rights issue amounting
to EUR 75 million (the "Offering") based on the authorisation granted by the
Annual General Meeting on 14 March 2006. Citycon will offer a maximum of
27,429,469 new shares, each with a nominal value of EUR 1.35, in accordance with
shareholders' pre-emptive subscription right, corresponding to a maximum of EUR
37,029,783.15 increase in the share capital. The shares to be issued in the
Offering represent a maximum of 20 percent of the total shares and the voting
rights in the Company prior to the Offering.
The share subscription period will commence on 3 April 2006 and expire on 21
April 2006. The subscription price is EUR 2.75 per share. Each shareholder of
Citycon is entitled to subscribe for one (1) new share for every five (5) shares
held on the record date, 29 March 2006. The subscription rights are expected to
be traded on the Helsinki Stock Exchange from 3 April 2006 through 12 April 2006.
Nordea will act as the Lead Manager of the Offering.
Citycon intends to continue its strategy of profitable growth by acquiring retail
premises in Finland and Scandinavia as well as the Baltic countries in the near
future and by developing its current property portfolio to better serve the
customers and to yield incremental returns. The most interesting acquisition
targets are properties, often shopping centres, that offer development potential
and possibilities for increasing rental income through active shopping centre
management. Citycon intends to focus its investments primarily in growing
markets.
The net proceeds of the Offering are intended to be used to secure financing of
the Company's growth strategy and to maintain a strong balance sheet. In the
execution of its growth strategy Citycon intends to utilise both equity and
equity-linked financing instruments in a flexible manner in order to ensure an
optimal balance sheet structure taking into account the progression of its
investment plans.
Gazit-Globe Ltd., which on 3 March 2006 held 36.9 per cent of the shares in
Citycon, has informed the Company of its non-binding intention to subscribe for
new shares in the Offering.
The prospectus on the rights offering will be published on or around 31 March
2006.
Stock options
The Board of Directors of Citycon has today approved the share subscriptions made
and paid by 23 March 2006 based on the Company's 1999 stock options. The new
shares are intended to be recorded in the book-entry accounts of the subscribers
prior to the record date for the Offering, on or around 28 March 2006. The stock
options 1999 that have not been used for share subscription and stock options
2004 do not entitle to participate in the Offering. In order to ensure equal
treatment of the stock option holders and the shareholders, the Board of
Directors of Citycon has today decided on amendments to the terms and conditions
of the 1999 and 2004 stock options due to the Offering. As the adjustments will
be partly determined based on the closing price of Citycon shares today, the
amended terms of share subscription pursuant to the stock options will be
announced after the close of trading today.
Press conference for media and analysts
Citycon will host a press conference for media and analysts at 2 p.m. today. The
conference will be held at the Company's head office, Pohjoisesplanadi 35 AB,
third floor, Helsinki. The press conference may also be attended via conference
call. The details for the conference call are as follows: Conference number +358
9 8248 0362, password 2458.
Helsinki, 24 March 2006
CITYCON OYJ
Board of Directors
APPENDIX: Terms and conditions of the Offering
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
mobile +358 400 333 256
Eero Sihvonen, CFO, tel. +358 9 6803 6730 or
mobile +358 50 557 9137
Distribution:
Helsinki Stock Exchange
Major media
www.citycon.fi
This release is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended, or an exemption from
registration. 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 issuer and
that will contain detailed information about the company and management, as well
as financial statements. The issuer does not intend to conduct a public offering
in the United States or register any part of the offering in the United States.
APPENDIX
TERMS AND CONDITIONS OF THE OFFERING
On 14 March 2006, the Annual General Meeting of Citycon Oyj (the "Company")
resolved to authorise the Company's Board of Directors to decide on an increase
of the share capital of the Company by a maximum of EUR 67,500,000 through one or
several new issues based on pre-emptive subscription right of shareholders by
issuing a maximum of 50,000,000 new shares of the Company with a nominal value of
EUR 1.35 per share.
On 24 March 2006, the Board of Directors of the Company resolved, based on the
authorisation of the Annual General Meeting, to increase the Company's share
capital by a maximum of EUR 37,029,783.15 through a new issue based on pre-
emptive subscription right of shareholders by issuing a maximum of 27,429,469
shares (the "Share") as set forth in these terms and conditions of the offering
(the "Offering").
The Shares to be issued in the Offering represent a maximum of 20 percent of the
total shares and voting rights in the Company prior to the Offering.
Right to Subscribe
The Shares will be offered for subscription to the shareholders of the Company in
proportion to their shareholding in the Company.
A shareholder who is registered in the Company's shareholders' register
maintained by the Finnish Central Securities Depositary Ltd. ("FCSD") on the
record date of 29 March 2006 (the "Record Date"), will receive one (1) freely
transferable subscription right as a book-entry (ISIN FI0009502926) (the
"Subscription Right") for every share owned on the Record Date. A shareholder, or
a person or an entity to whom such shareholder's Subscription Rights have been
transferred, is entitled to subscribe for one (1) Share for every five (5)
Subscription Rights. No fractions of Shares will be allotted.
Subscription Price
The Shares may be subscribed for in the Offering at the subscription price of EUR
2.75 per Share (the "Subscription Price").
Subscription Period
The subscription period will commence on 3 April 2006 and expire at 4.30 p.m.
Finnish time on 21 April 2006 (the "Subscription Period"). The subscription
places will accept subscription assignments during their normal business hours.
Places of Subscription
Subscriptions can be made at the asset management branches of Nordea Bank Finland
Plc, the offices of Nordea Private Banking, as well as through Nordea Customer
Service with Solo codes, tel. +358 200 3000 (Finnish) and tel. +358 200 5000
(Swedish).
In addition, subscriptions may be submitted to the account operators and
custodians who have an agreement with Nordea Bank Finland Plc on the routing of
subscriptions.
Account operators and custodians may ask their customers to submit their
subscriptions at an earlier date than the date of expiration of the Subscription
Period.
Exercise of Subscription Rights
A shareholder may participate in the Offering by subscribing for Shares pursuant
to the Subscription Rights registered on his or her book-entry account and by
paying the Subscription Price. Each five (5) Subscription Rights entitle to
subscribe for one (1) Share. Fractional Shares cannot be subscribed. In order to
participate in the Offering, a shareholder must submit a subscription assignment
in accordance with the instructions given by his or her own custodian or account
operator. Other investors participating in the Offering, such as holders of the
Subscription Rights purchased through the Helsinki Stock Exchange Ltd. (the
"Helsinki Stock Exchange"), must submit their subscription assignments to their
own custodian or account operator in accordance with their instructions.
Shareholders and other investors participating in the Offering whose shares or
Subscription Rights are held through a nominee (or other custodian) must submit
their subscription assignments in accordance with the instructions given by their
custodial nominee account holders.
Any exercise of the Subscription Rights is irrevocable and may not be modified or
cancelled otherwise than as stated in section "Cancellation of Subscription under
Certain Circumstances".
Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 21 April 2006 will expire without any compensation and no Shares will
be allocated in the Offering based on any Subscription Rights remaining
unexercised at the end of the Subscription Period.
Cancellation of Subscriptions under Certain Circumstances
According to the Finnish Securities Market Act if the prospectus relating to the
Offering is supplemented between the time the prospectus was approved by the FSA
and the time when trading with the Shares begins due to a material mistake or
inaccuracy relating to the information in the prospectus which could be of
material relevance to the investor, then investors who have already agreed to
subscribe for Shares before the supplement is published, shall have the right to
withdraw their subscription. The procedure for such withdrawal right will be
announced together with any such supplement to the prospectus through a stock
exchange release.
Public Trading of the Subscription Rights
The Subscription Rights will be publicly traded on the Helsinki Stock Exchange
from 10.00 a.m. Finnish time on 3 April 2006 until 6.30 p.m. Finnish time on 12
April 2006.
Payment for the Subscriptions
The Subscription Price of the Shares subscribed for in the Offering shall be paid
in full at the time of submitting the subscription assignment in accordance with
the instructions given by the subscription place or the relevant custodian or
account operator.
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions pursuant to
the Subscription Rights made in accordance with these terms and conditions and
applicable laws and regulations and valid at the end of the Subscription Period.
The Company will publish the final result of the Offering in a stock exchange
release on or about 26 April 2006.
Registration of the Shares to the Book-entry Accounts
The Shares subscribed for in the Offering will be issued in book-entry form in
the book-entry securities system maintained by the FCSD. The Shares will be
recorded on the subscriber's book-entry account after the registration of the
subscription as interim shares (ISIN Code FI0009014070) representing the Shares.
The interim shares will be combined with the Company's existing class of shares
(ISIN Code FI0009002471) when the increase of the share capital has been
registered with the Trade Register. Such combination is expected to occur on or
about 28 April 2006.
Shareholder Rights
The Shares will entitle their holder to full dividends declared by the Company,
if any, and to other shareholder rights in the Company after the respective
increase in the share capital of the Company represented by the Shares has been
registered with the Trade Register, on or about 28 April 2006.
Treatment of Holders of Stock Options
According to the terms and conditions of the stock options approved by the
Company's Extraordinary General Meeting of Shareholders held on 4 November 1999
and the stock options approved by the Company's Annual General Meeting of
Shareholders on 15 March 2004, if the Company increases its share capital through
a share issue prior to subscription of shares by the holder of stock options,
such stock option holder shall be granted the same or an equivalent right as the
shareholders. In order to ensure equal treatment of the stock options holders and
the shareholders the Board of Directors of the Company has on 24 March 2006
decided upon amendments to the subscription ratio and the subscription price
based on 1999 and 2004 stock options due to the Offering. The Company's stock
options 1999 and 2004 do not entitle to participate in the Offering.
Information
The documents referred to in Chapter 4, Section 7, Subparagraph 1 of the Finnish
Companies Act, are available for review at the head office of the Company,
Pohjoisesplanadi 35 AB, FI-00100 Helsinki as of the start of the Subscription
Period.
Applicable Law and Dispute Resolution
The Offering and the Shares shall be governed by the laws of Finland. Any
disputes arising in connection with the Offering shall be settled by the court of
jurisdiction in Finland.
Other Issues
Other issues and practical matters relating to the increase of share capital and
the Offering will be resolved by the Board of Directors of the Company.