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
Citycon Oyj's (“Citycon” or the “Company”) rights issue of approximately EUR 200 million was successfully completed yesterday. According to the preliminary result, a total of approximately 172,092,027 shares were subscribed for in the rights issue, representing approximately 150.4 per cent of the 114,408,000 shares offered.
According to the preliminary result, approximately 99.7 per cent of the offered shares were subscribed for pursuant to the subscription rights in the primary subscription and the remaining shares in the secondary subscription. The subscriptions made by shareholders or other investors by virtue of the secondary subscription will be approved in accordance with the terms and conditions of the rights issue. The shareholders and other investors that have used their right in the secondary subscription will be sent a confirmation letter on or about 14 March 2013, stating the number of shares to be distributed to such shareholder on the basis of the secondary subscription.
“The rights issue is a strategic transaction intended to permanently reduce Citycon’s leverage and thereby give the Company a stronger base from which to execute its business plan, with increased focus on driving accretive earnings growth through recycling of capital. I am very pleased with the trust that Citycon's shareholders have shown in the Company and I would like to thank them all for their support. Through the participation in the offering, our shareholders have shown support for the Company's strategy, including the recent acquisition of Kista Galleria in Stockholm”, comments Marcel Kokkeel, Chief Executive Officer.
The new shares will entitle their holders to full shareholder rights in the Company after the new shares have been registered with the Finnish Trade Register and in the Company’s shareholder register on or about 14 March 2013, except for the distribution of dividend for the financial year ending on 31 December 2012 and the return of equity from the invested unrestricted equity fund proposed to and to be resolved upon at the Annual General Meeting of the Company to be held on 21 March 2013 (such distributions jointly the “2012 Dividend”). After the record date for the 2012 Dividend, the new shares will entitle their holders also to full dividend and other distribution of funds declared by the Company, if any, in a similar manner to the existing shares in the Company.
As the new shares will not be registered with the Finnish Trade Register and in the Company’s shareholder register before 11 March 2013, which is the record date for the Annual General Meeting of the Company, the new shares will not entitle their holders to attend the Annual General Meeting of the Company to be held on 21 March 2013.
Trading in the interim shares, representing the new shares subscribed for in the primary subscription, will commence on NASDAQ OMX Helsinki Ltd. today, 8 March 2013. All new shares subscribed for in the rights issue will be registered in the Finnish Trade Register on or about 14 March 2013. Until the record date for the 2012 Dividend, the new shares will continue to be subject to public trading as interim shares (ISIN Code FI4000060272). The interim shares are combined with the existing shares of the Company and will be subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other Citycon shares (ISIN Code FI0009002471) on the record date for the 2012 Dividend, on or about 26 March 2013.
Citycon will announce the final result of the rights issue on 13 March 2013, following the approval of the primary and secondary subscriptions by the Board of Directors.
Helsinki, 8 March 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.