Citycon Oyj preparing a directed share offering
CITYCON OYJ STOCK EXCHANGE RELEASE 25 July 2005 at 8.35 a.m. Citycon Oyj preparing a directed share offering to selected institutional investors; receipt of bids will commence today on 25 July 2005 NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the Company") has decided to start preparations for a directed share offering. Citycon shares will be offered to a limited number of selected Finnish and international institutional investors. The maximum number of new shares to be offered for subscription is 12,000,000 (twelve million). Background to the share offering NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Citycon is the market leader for shopping centre business in Finland and is focused on realizing long term accretive growth by expanding its property portfolio through acquisitions and property development, by streamlining its operations and by expanding its geographical scope. The Company's ability to acquire, develop and upgrade retail business premises and service solutions opens up new opportunities for growth. Citycon's main geographical business area is Finland, although the Company is simultaneously assessing business opportunities in the Scandinavian and Baltic countries. In the beginning of July 2005 the Company's operations expanded to Sweden as the Company acquired the Åkersberga shopping centre in greater Stockholm area. As an instrument to finance partly the acquisition of Rocca al Mare shopping centre in Tallinn, Estonia executed on 21 July 2005 the Board has decided to prepare a share offering for institutional investors. The deviation from the shareholders' pre-emption right relates to the need to obtain in an efficient manner financing for the said acquisition of Rocca al Mare shopping centre. The Board has decided that financing acquisitions is an important financial reason to deviate from the shareholders´ pre-emption rights. The Board has made this decision under the authorization of the Annual General Meeting of Citycon of 5 April 2005. For financing future real estate acquisitions, the Board will be using both equity and debt instruments. Should in the near future new acquisitions materialize, the Board will also consider financing these partly by means of a rights issue. Implementation of the share offering NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN The share offering will be implemented through a bookbuilding process which collects the bids for new shares made by selected institutional investors. Receipt of bids will commence on 25 July 2005 at 9.00 a.m. (Finnish time) and will end no later than 26 July 2005 at 6.00 p.m. (Finnish time) unless the period for receipt of bids is extended. The Company has the right to close the bookbuilding process in consultation with the lead manager, before 26 July 2005 at 6.00 p.m. (Finnish time), however not earlier than 25 July 2005 at 6.00 p.m. (Finnish time). An early closing of the bookbuilding process will be notified immediately by a stock exchange release. Trading with the new shares is estimated to commence on the main list of the Helsinki Stock Exchange on 3 August 2005 subject to the receipt of all regulatory approvals. The Company will publish listing particulars prior to the commencement of public trading. The new shares will correspond to approximately 10.6 percent of the Company's share capital and voting rights prior to the share offering and approximately 9.6 percent after the offering, provided that the offering is fully subscribed for. The lead manager of the share offering will be Kempen & Co, a Dutch investment bank, based in Amsterdam. Helsinki, 25 July 2005 CITYCON OYJ BOARD OF DIRECTORS For further information, please contact: Petri Olkinuora, CEO, tel. +358 9 6803 6738 or +358 400 333 256 THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OF CITYCON OYJ IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY ONLY BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IF REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT AS WELL AS FINANCIAL STATEMENTS. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN RECEIPTED UNDER A PROSPECTUS PURSUANT TO APPLICABLE CANADIAN PROVINCIAL SECURITIES LAWS ("CANADIAN PROVINCIAL LAWS") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL RECEIPTED UNDER A PROSPECTUS PURSUANT TO APPLICABLE CANADIAN PROVINCIAL LAWS, SUBJECT TO APPLICABLE EXEMPTIONS. THIS RELEASE IS NOT TO BE CONSTRUED AS A DIRECT OR INDIRECT OFFER CONCERNING THE POSSIBLE SUBSCRIPTION, PURCHASE OR SALE OF SHARES. THE SHARE OFFERING HAS NOT BEEN MADE, AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, JAPAN OR ANY OTHER AREAS IN WHICH IT'S OFFERING WOULD BE UNLAWFUL. NEITHER THIS RELEASE NOR ANY INFORMATION CONTAINED HEREIN OR DOCUMENTS RELATED TO IT OR TO THE SHARE OFFERING MAY BE PUBLISHED, DISTRIBUTED OR FORWARDED BY ANY METHOD TO OR FROM AUSTRALIA, JAPAN OR ANY OTHER AREAS IN WHICH IT WOULD BE UNLAWFUL, INCLUDING BY MAIL, FAX, E-MAIL OR PHONE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE APPLICABLE JURISDICTIONS. Citycon Oyj NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Citycon is a property investment company specialized in retail premises. Citycon plays an active role in owning, letting, management and development of its property portfolio. The fair value of Citycon´s property portfolio as of 30 June 2005 was EUR 754.7 million including 16 shopping centres and 127 supermarkets and shops in Finland. Citycon is the market leader for shopping centre business in Finland. In 2004 Citycon's turnover was EUR 88.6 million, profit before extraordinary items and taxes EUR 24.2 million and earnings per share were EUR 0.17. At the end of the second quarter of 2005 Citycon´s turnover amounted to EUR 42.5 million (EUR 42.2 million), profit before taxes amounted to EUR 17.2 million (EUR 14.6 million) and earnings per share were EUR 0.11 (EUR 0.14). The Company's share is quoted on the main list of the Helsinki Stock Exchange. The Company is included in international property investment companies' indexes. The EPRA/NAREIT Global Real Estate Index and the GPR 250 Property Securities Index serve as comparative indexes for international investors. Distribution: Helsinki Exchanges Main news media www.citycon.fi APPENDIX NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN CITYCON OYJ'S SHARE OFFERING 2005 1. Share subscription and bids The intention is to increase the share capital by no less than EUR 1.35 and no more than EUR 16,200,000.00, by issuing no less than one (1) and no more than twelve million (12,000,000) shares ("the Shares", "a Share") of Citycon Oyj ("the Company") with a nominal value of EUR 1.35. The intention is to offer all the Shares, in deviation from the pre-emptive subscription rights of shareholders, for subscription by Finnish and international institutional investors who have submitted bids. Each bid must concern a tranche of Shares which may be no less than 50,000 in number and must be divisible by one thousand. The subscription of the Shares will be implemented as follows. The Company's Board will, pursuant to its decision of 25 July 2005, receive bids concerning the Shares from selected institutional investors. After expiry of the time reserved for bidding, the Company's Board will, based on the authorization of the Annual General Meeting on 5 April 2005, make a decision on the implementation and terms of the share offering on or about 26 July 2005. Only the selected institutional investors have the right to participate in the offering. 2. Time and place of receipt of bids Receipt of bids will commence on 25 July 2005 at 9.00 a.m. (Finnish time) and end on 26 July 2005 at 6.00 p.m. (Finnish time) unless the period for receipt of bids is extended. Bids will be received by Kempen & Co at the address Beethovenstraat 300, 1077 WZ Amsterdam, Netherlands (+31 20 348 8213) or by e-mail email@example.com. The Company's Board may extend the period for receipt of bids. 3. Subscription price and grounds for determining Share subscription price Investors will make bids, on the basis of which the Company's Board will, once the book building has ended, make a decision on the final subscription price per Share. Pricing will take account of the bids made by the Finnish and international institutional investors and the market price of the Share. The Share subscription price will be published in a stock exchange release immediately after the decision on the Share price has been made. 4. Dividend rights and other rights The Shares subscribed as a result of the share offering will give entitlement to a full dividend payment for the financial year starting 1 January 2005, provided the Company's General Meeting decides to distribute dividends. 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. 5. Reasons for deviating from the shareholders' pre-emptive subscription rights The intention is to deviate from the shareholders' pre-emptive subscription rights because the purpose of the share offering is to finance the acquisition of Rocca al Mare shopping centre in Tallinn, Estonia. There is thus an important financial reason from the Company's perspective to deviate from the shareholders' pre-emptive subscription rights. 6. Early closing of the bookbuilding process The Company has the right to close the bookbuilding process in consultation with the sole lead manager, before 26 July 2005 at 6.00 p.m. (Finnish time), however, no earlier than 25 July 2005 at 6.00 p.m. (Finnish time). An early closing of the bookbuilding process will be notified immediately by a stock exchange release. 7. Other matters The Board of Directors of the Company has the right to reject received bids. The Company's Board will, in its meeting on or about 26 July 2005, decide on the implementation and terms of the Share offering. At the meeting, decisions will be made on the subscription price and payment terms of the Shares, the subscription period and the acceptance and possible rejection of bids. The Company's Board will also decide on other factors related to the share offering and the share capital increase and the practical measures arising from these.