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.
Final result of Citycon’s rights issue
All offered 49,032,002 shares were subscribed for in Citycon Oyj's (“Citycon”) rights issue completed on 1 October 2012. A total of 48,864,783 shares were subscribed for in the primary subscription representing approximately 99.7 per cent of the shares offered. A total of 21,892,922 shares were subscribed for in the secondary subscription, of which subscriptions for 167,219 shares were approved. The subscriptions amounted thus to approximately 144.3 per cent of the shares offered in total. The gross proceeds raised by Citycon in the rights issue were EUR approximately 90.7 million.
The Board of Directors of Citycon has today approved all primary subscriptions made in the rights issue between 17 September 2012 and 1 October 2012, and decided to approve the secondary subscriptions made by Citycon's shareholders or other investors in proportion to their subscription rights exercised in accordance with the primary subscription right, all in accordance with the terms and conditions of the rights issue.
Subscribers who did not receive all shares subscribed for by virtue of the secondary subscription will be repaid the subscription price for the shares not received by the subscriber to the bank account informed by the subscriber in connection with the subscription on or about 8 October 2012. No interest will be paid for the repayable funds.
Shares subscribed for in the primary subscription have been subject to public trading on NASDAQ OMX Helsinki Ltd. since 2 October 2012 as interim shares. All shares subscribed for in the rights issue will be registered in the Finnish Trade Register on or about 8 October 2012 after which the interim shares will be combined with Citycon's existing class of shares. The new shares will be subject to public trading on NASDAQ OMX Helsinki Ltd. together with the other Citycon shares starting on or about 9 October 2012.
Following the registration of the new shares in the Finnish Trade Register, the number of Citycon's shares will amount to 326,880,012 shares. All shares subscribed for in the rights issue have been fully paid for.
The subscribed shares will entitle their holders to full dividend and other distribution of funds declared by Citycon, if any, and to other shareholder rights in Citycon after the new shares have been registered with the Finnish Trade Register and in Citycon’s shareholder register, on or about 8 October 2012.
Adjustment to the EPRA EPS (basic) outlook based on the rights issue
According to the outlook announced by Citycon on 11 July 2012, the company forecasted, based on the existing property portfolio and number of shares, that its EPRA EPS (basic) will in 2012 be EUR 0.21 – 0.23. As the EPRA EPS (basic) forecast is based on the number of shares in the company, Citycon announced on 7 September 2012 that it adjusts the EPRA EPS (basic) forecast to reflect the increased number of shares as a result of the rights issue. Citycon now confirms such adjustment and forecasts that its EPRA EPS (basic) will be EUR 0.195–0.215 in 2012 based on the existing property portfolio and the increased number of shares.
Adjustment of conversion price of 2006 convertible capital bonds
As the rights issue was subscribed in full, the Board of Directors of Citycon has today, on 5 October 2012, confirmed the adjustments made on 7 September 2012 to the conversion price of the convertible capital bonds listed on 22 August 2006 to the effect that the new conversion price is EUR 4.05. The Board of Directors confirmed today that the maximum number of shares that can be subscribed for pursuant to the convertible bonds is increased to 10,185,185 shares and consequently the maximum increase in Citycon’s share capital as a result of such subscriptions is EUR 13,749,999.75. The increase in the maximum increase of share capital is expected to be registered in the Finnish Trade Register on or about 8 October 2012.
Adjustment of the terms and conditions of the 2011 stock options
As a consequence of the rights issue, Citycon’s Board of Directors has today, on 5 October 2012, also confirmed the adjustments made on 7 September 2012 to Citycon’s 2011 stock options in order to ensure the equal treatment of shareholders and the holders of Citycon’s 2011 stock options. As regards stock options 2011A—D(I), the adjusted subscription ratio is 1.1765 and the adjusted subscription price is EUR 2.9720 per share. As regards stock options 2011A—D(II), the adjusted subscription ratio is 1.1765 and the adjusted subscription price is EUR 3.0910 per share. As regards stock options 2011A—D(III), the adjusted subscription ratio is 1.1765 and the adjusted subscription price is EUR 2.5130 per share.
The total amount of shares is rounded down to full shares in connection with subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent.
Due to the above adjustments, the Board of Directors has also confirmed that the maximum total number of shares to be subscribed for based on the 2011 stock options in increased to 8,106,085 shares, as permitted by the share issue authorization available to the Board of Directors after the completion of the rights issue.
The foregoing adjustments to the terms and conditions of the 2011 stock options due to the rights issue will be in force as of the registration of the adjusted maximum total number of shares to be subscribed for based on the 2011 stock options with the Finnish Trade Register on or about 8 October 2012.
Helsinki, 5 October 2012
CITYCON OYJ
Board of Directors
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
DISCLAIMER
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. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
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 Pohjola Corporate Finance Oy 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, 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.
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. 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, to the extent implemented in the Relevant Member State), 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.