The Finnish Financial Supervisory Authority has granted an exemption to Gazit-Globe Ltd. from the mandatory offer obligation
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.
As Citycon Oyj (Citycon) has announced earlier, its largest shareholder, Gazit-Globe Ltd., has provided a subscription undertaking to subscribe, subject to certain conditions, for its pro rata portion of Citycon's ongoing EUR 600 million rights issue ("Rights Issue"). In addition, Gazit-Globe Ltd. has committed to an additional undertaking to subscribe, subject to certain conditions, for further shares in the Rights Issue up to a maximum amount of EUR 50 million in the event that any shares remain unsubscribed for after the expiry of the subscription period of the Rights Issue. The additional subscription undertaking by Gazit-Globe Ltd. is also subject to Gazit-Globe Ltd.'s ownership not exceeding 50% of the shares and votes in Citycon through such subscription, in which case the number of shares to be subscribed for by Gazit-Globe Ltd. pursuant to the additional undertaking would be reduced as necessary.
Citycon has today been informed by Gazit-Globe Ltd. that it has applied for, and the Finnish Financial Supervisory Authority has on 26 June 2015 granted, an exemption from the mandatory public tender offer obligation, which would arise should Gazit-Globe Ltd. subscribe for its pro rata portion of Citycon's shares in the Rights Issue but the Rights Issue would not be subscribed for in full. The exemption requires that Gazit-Globe Ltd. shall not acquire or subscribe for additional shares in Citycon or otherwise increase its voting rights in Citycon after the threshold for mandatory public tender offer has been exceeded.
Helsinki, 1 July 2015
Tel. +358 50 554 4296
This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Citycon does not intend to register any portion of the Rights Issue in the United States or to conduct a public offering of securities in the United States. The Joint Global Coordinators and Joint Bookrunners will not engage in any actions or assume any responsibility with regard to the Rights Issue within the United States. The offering of the Subscription Rights and the New Shares to the eligible shareholders in the United States will be the sole responsibility of 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.
No public offer or invitation to acquire securities of Citycon is being made by or in connection with this release. Any such offer will be made solely by means of a prospectus once it has been approved by the Finnish Financial Supervisory Authority and published in accordance with the law, and any supplement thereto. This document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Hong Kong or Japan or to any other jurisdiction where such announcement or publication would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Each of the Joint Global Coordinators and Joint Bookrunners and their respective affiliates are acting exclusively for the Company and no one else in connection with the Rights Issue. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Rights Issue or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by the Joint Global Coordinators and Joint Bookrunners as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Joint Global Coordinators and Joint Bookrunners assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Any subscription for shares in the proposed Rights Issue should be made solely on the basis of the information contained in the prospectus to be issued by Citycon in due course.
This announcement contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Citycon disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law.