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