DECISION ON THE SHARE OFFERING AND THE O

CITYCON OYJ Stock Exchange Release 15 September 2004 at 2.45 p.m. DECISION ON THE SHARE OFFERING AND THE OFFER PRICE The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the Company") has resolved in its meeting of 15 September 2004, in accordance with the authorization of the Annual General Meeting of Citycon of 15 March 2004, to increase the Company's share capital by EUR 13,500,000 and by issuing 10,000,000 new shares in a directed share offering to a limited number, being less than one hundred, of selected Finnish and international institutional investors. The purpose of the directed share offering is to expand the shareholder base in order to support the future growth of the Company and to improve liquidity of the shares. The decision of the Board to increase the share capital by 10,000,000 new shares is based on the bids that have been received between 13 September 2004 and 14 September 2004 through 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 15 September 2004 at 2.00 p.m. (Finnish time) and end on 21 September 2004 at 4.00 p.m. (Finnish time). The shares will be subscribed by paying the subscription price. The Board of Directors of the Company decided that the subscription price per share is EUR 2.03 taking into account the offers made and the market price of the share during the two week period prior to the announcement of the preparations for the offering. The terms of the share offering are enclosed to this release. The new shares will correspond to approximately 9.45 percent of the Company's share capital and voting rights prior to the share offering and approximately 8.64 percent after the offering provided the share offering is fully subscribed. Bids received in the offering constitute an oversubscription of approximately 2.4 times the maximum number of shares offered. Bids for the offered shares have been made by 26 institutions. Of the shares offered 91 percent will be allocated to international investors and 9 percent to Finnish investors. After the payment for the shares has been received the Board will make a decision with respect to the approval of the subscriptions. A confirmation of approved subscriptions will be sent to the investors on or about 23 September 2004 by the lead manager. Trading in the offered shares on the main list of the Helsinki Exchanges is expected to commence on or about 27 September 2004. The Financial Supervision Authority has on 13 September 2004 granted an exemption from publishing listing particulars in connection with this share issue. After the publication of the interim report on 11 August 2004 there have not been any events having a material effect on the position of the Company. The Board decided in its meeting of 11 August 2004 to dispose all 3,874,000 of the Company's own shares currently held by the company in public trading on the Helsinki Exchanges. In connection with its decision taken on 10 September to start preparations for an issue the Board decided to propose to the next Annual General Meeting to be held in spring 2005 to invalidate the said own shares. The lead manager of the share offering is Kempen & Co N.V., a Dutch investment bank, based in Amsterdam. Helsinki, 15 September 2004 CITYCON OYJ BOARD OF DIRECTORS For further information, please contact: Petri Olkinuora, CEO, tel. +358 9 6803 6738 or +358 400 333 256 APPENDIX CITYCON OYJ'S SHARE OFFERING 2004 TERMS OF THE OFFERING The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the Company") has in its meeting of 15 September 2004 resolved, in accordance with the authorization of the Annual General Meeting of Citycon of 15 March 2004, to increase the Company's share capital by EUR 13,500,000 as follows: 1. Share subscription and bids The share capital will be increased by EUR 13,500,000 by issuing ten million (10,000,000) 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 N.V. and/or institutional investors named by Kempen & Company N.V. and who have given their bids. 2. Subscription price The subscription price for the Shares amounts to EUR 2.03 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 on 21 September 2004 at 4.00 p.m. (Finnish time) at the latest. 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 2004, provided that the Company's Annual 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 expand its shareholder base in order to support the future growth of the Company and to improve liquidity of the shares. The Board has decided that facilitating future growth and expansion of the shareholder base are sufficiently weighty financial reasons 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. The said Shares shall not be offered to any party outside the scope of the originally selected investors and to a related party as defined in chapter 1, sections 3 and 4 of the Finnish Companies Act. 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 22 September 2004. 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 Exchanges Main news media www.citycon.fi

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