CITYCON OYJ Stock Exchange Release 13 February 2007 at 3.20 p.m.
NOT FOR RELEASE IN THE UNITED STATES, CANADA OR JAPAN
Citycon Oyj announces the pricing of the share offering; shares subscribed;
conditional trading to commence when all regulatory approvals have been obtained,
potentially on 14 February 2007
The Board of Directors of Citycon Oyj ("Citycon" or the "Company") agreed in its
meeting today to issue 25,000,000 new shares (the "Shares") on a non-pre-emptive
basis to Finnish and international institutional investors (the "Offering") based
upon the authorisation of the Extraordinary General Meeting of Citycon on 26
January 2007, and approved the final terms of the Offering. The share
subscription price was set to EUR 5.35 per share.
The purpose of the Offering is to finance the investments in accordance with the
Company's investment strategy, facilitate the Company's growth and to broaden the
Company's shareholder base.
The Shares were offered to Finnish and international institutional investors on a
non-pre-emptive basis. The Offering was conducted through an accelerated
bookbuilding process between 12 February 2007 and 13 February 2007. Bids received
in the offering constituted an oversubscription of approximately 1.1 times the
maximum number of shares offered.
The Company's Board of Directors today, 13 February 2007, approved the
subscriptions for the Shares. Pursuant to the Offering, the share capital of the
Company will increase by EUR 33,750,000.00 and the amount of shares outstanding
will be 192,274,452 shares.
The 25,000,000 Shares offered in the Offering correspond to approximately 14.9%
of the Company's share capital and voting rights prior to the Offering. The
Shares will entitle their holders to shareholder rights in the Company as of
their registration in the Trade Register. The Shares will, however, entitle their
holders to participate in a distribution of funds only after the record date for
the dividend, if any, declared for the financial year ended 31 December 2006 by
Citycon's Annual General Meeting, however, at the latest one year after the
Shares have been registered with the Trade Register. The Board of Directors of
Citycon has proposed to the Annual General Meeting to be held on 13 March 2007
that a dividend of EUR 0.14 will be paid on 23 March 2007. The Shares sold in the
Offering will not entitle their holders to receive this dividend (if any). It is
expected that the Shares (trading code: "CTY1SN0107", ISIN code: "FI0009015135")
will be combined with the Citycon common shares (trading code: "CTY1S", ISIN
code: "FI0009002471") shortly following the record date for dividend payment,
currently expected to be 16 March 2007.
The issued Shares are expected to be registered with the Trade Register on or
about 15 February 2007. The Shares subscribed for in the Offering will be issued
in book-entry form in the Finnish book-entry securities system. The Shares will
be recorded on the subscribers' book-entry accounts after registration on or
about 16 February 2007.
An application has been made for admission of the Shares on the Helsinki Stock
Exchange. Trading in the Shares subscribed for in the Offering is expected to
commence on a conditional basis on the official list of the Helsinki Stock
Exchange as soon as all regulatory approvals have been obtained, on or about 14
February 2007.
In connection with the listing of the Shares, the Company has prepared a
Securities Note and Summary (the "Securities Note") and filed it on 2 February
2007 with the Finnish Financial Supervision Authority (the "FFSA") for approval.
The Securities Note is expected to be approved by the FFSA today. The Company
will publish on or about 14 February 2007 the Securities Note which together with
the Company's Registration Document dated 29 March 2006 will form the Prospectus
for the listing of the Shares.
The Company has entered into a lock-up agreement under which it will agree not to
issue or sell any ordinary shares in Citycon Oyj for a period of 90 days subject
to certain carve-outs.
The Offering was managed by Goldman Sachs International as Sole Bookrunner and
Joint Lead Manager and Evli Bank Plc as Joint Lead Manager and Financial Adviser.
Helsinki, 13 February 2007
CITYCON OYJ
Board of Directors
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
+358 400 333 256
Eero Sihvonen, CFO, tel. +358 50 557 9137
Distribution:
Helsinki Stock Exchange
Main news media
www.citycon.fi
This announcement is for information purposes only and is not an offer to sell,
or the solicitation of an offer to buy, any securities.
The offering will only be available to the following persons in the United
Kingdom: (i) persons having professional experience in matters relating to
investments; and (ii) persons falling within Articles 49(2)(a) to (d) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (high
net worth corporations, unincorporated associations etc.). If you are in the
United Kingdom and do not fall into one of the above categories, you will not be
eligible to participate in the offering, and you should not act upon, or rely on,
this announcement.
The offer and sale of the securities referred to in this announcement has not
been, nor will it be, registered under the United States Securities Act of 1933
and the securities may not be offered or sold in the United States absent such
registration or an applicable exemption from registration. There will be no
public offering of the securities in the United States in connection with this
transaction.