Citycon's Securities Note and Summary Approved by the Finnish Financial Supervisory Authority

Stock exchange releases - 15 July 2011


 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

 

 The Finnish Financial Supervisory Authority has today, on 15 July 2011, approved Citycon Oyj’s (the “Company”) English language securities note and summary (“Securities Note”) relating to the listing of the 33,000,000 new shares (the “Shares”) issued in the Company’s directed offering to institutional investors on 13 July 2011. The Securities Note forms together with the Company’s registration document dated 24 September 2010 the prospectus (the “Prospectus”) for the listing of the Shares.

 

 The Prospectus will be available as of 18 July 2011 at the website of the Company at www.citycon.com and at the offices of the Company at Pohjoisesplanadi 35 AB, FI-00100 Helsinki. In addition, the Prospectus will be available as of 18 July 2011 at the service point of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00100 Helsinki.

 

 The Shares are expected to be registered in the Trade Register and entered in the book-entry accounts of investors on or about 18 July 2011. Following the registration of the Shares, the number of shares outstanding in the Company will amount to 277,811,297 while the share capital remains unchanged. Public trading in the Shares is expected to commence on NASDAQ OMX Helsinki Ltd. on or about 19 July 2011.

 

 Helsinki, 15 July 2011

 

 CITYCON OYJ

 

 For further information, please contact:

 

 Marcel Kokkeel, CEO

 Tel +358 20 766 4521 or +358 40 154 6760

 marcel.kokkeel@citycon.fi

 

 Eero Sihvonen, Executive Vice President and CFO

 Tel +358 20 766 4459 or +358 50 557 9137

 eero.sihvonen@citycon.fi

 

 Distribution:

 NASDAQ OMX Helsinki

 Major media

 www.citycon.com

 

 Important Notice

 

 This announcement is not for distribution directly or indirectly in or into the United States, Canada, Japan, Australia, South Africa, Hong Kong or any jurisdiction into which the same would be unlawful. This announcement is for information only and does not constitute or form part of an offer or solicitation to purchase or subscribe for Shares anywhere in the world. Persons into whose possession this announcement comes are required by the Company and Danske Bank to inform themselves about, and to observe these restrictions.

 

 The Shares referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the securities legislation of any state of the United States, and may not be offered or sold in the United States, absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. No public offering of securities of the Company will be made in connection with the Offering.

 

 In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any Shares may not, and will not, be made in that Relevant Member State except that an offer to the public in that Relevant Member State may be made pursuant to the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

  

 (a) to legal entities which are qualified investors as defined under the Prospectus Directive;



 (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or



 (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

 

 provided that no such offer of Shares shall result in a requirement for the Company or Danske Bank to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

 

 For the purposes of this provision, the expression an “offer to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase any Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

 

 IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT QUALIFIED INVESTORS WHO ARE: (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS (WHO, IF THEY ARE IN THE UNITED KINGDOM, ARE RELEVANT PERSONS) OR OTHERWISE IN CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE AND PERSONS WHO ARE NOT QUALIFIED INVESTORS (AND, IN THE UNITED KINGDOM, RELEVANT PERSONS) SHOULD NOT RELY ON THIS ANNOUNCEMENT.

 

 The price of the securities discussed in this announcement and the income from them may go down as well as up and the investors may not get back the full amount invested on disposal of the Shares. Any indication in this announcement of the price at which the Shares have been bought or sold in the past cannot be relied upon as a guide to future performance.