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.
All the offered 74,166,052 shares were subscribed for in Citycon Oyj's (“Citycon” or the “Company”) rights issue ended on 2 July 2014. A total of 70,990,292 shares were subscribed for in the primary subscription, representing approximately 95.72 per cent of the shares offered. A total of 1,218,875 shares were subscribed for in the secondary subscription, representing approximately 1.64 per cent of the shares offered. The rights issue was fully underwritten as a result of the subscription undertakings by the Company’s largest shareholders Gazit-Globe Ltd., CPP Investment Board European Holdings S.àr.l. (“CPPIBEH”) and Ilmarinen Mutual Pension Insurance Company and the underwriting commitments by Gazit-Globe Ltd. and CPPIBEH. The aggregate number of shares subscribed for pursuant to Gazit-Globe Ltd.’s underwriting commitment was 1,956,885 shares, representing approximately 2.64 per cent of the shares offered. The rights issue was thus fully subscribed for.
The gross proceeds raised by Citycon in the rights issue were approximately EUR 196.5 million. The rights issue was preceded by a directed share issue of 77,874,355 shares to CPPIBEH completed on 9 June 2014, through which Citycon raised gross proceeds of approximately EUR 206.4 million (the rights issue and the directed share issue together the “Transaction”).
The Board of Directors of Citycon has today approved all subscriptions made in the rights issue between 17 June 2014 and 2 July 2014 pursuant to the primary subscription right as well as the subscriptions made pursuant to the secondary subscription and Gazit-Globe Ltd.’s underwriting commitment in accordance with the terms and conditions of the rights issue. Pursuant to its underwriting commitment, Gazit-Globe Ltd. subscribed for 1,956,885 shares, representing approximately 2.64 per cent of the shares offered, as a consequence of which the rights issue was fully subscribed for. The underwriting commitment by CPPIBEH was thus not used.
The new shares subscribed for in the primary subscription have been subject to public trading on NASDAQ OMX Helsinki Ltd. as interim shares since 3 July 2014. All new shares subscribed for in the rights issue will be registered in the Finnish Trade Register on or about 9 July 2014 after which the interim shares will be combined with the existing class of shares of the Company on or about 9 July 2014. The new shares will become subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other Citycon shares (ISIN Code FI0009002471) on or about 10 July 2014.
Following the registration of the new shares in the Finnish Trade Register, the number of Citycon's shares will amount to 593,328,419 shares. All shares subscribed for in the rights issue have been fully paid for.
The new shares will entitle their holders to full shareholder rights in the Company after the new shares have been registered in the Finnish Trade Register and the Company’s shareholder register, on or about 9 July 2014.
Pohjola Bank plc is acting as the lead manager of the rights issue.
Adjustment to the EPRA Earnings and EPRA EPS (basic) outlook as a consequence of the Transaction
According to the outlook announced by Citycon on 24 April 2014, the Company forecasted that its EPRA Earnings would increase by EUR 2-10 million in 2014 compared to the year 2013, and that its EPRA EPS (basic) would be EUR 0.20-0.22 in 2014 based on the existing number of shares. As the Transaction affects both the EPRA Earnings and the number of shares, Citycon announced on 9 June 2014 that it will adjust its EPRA Earnings and EPRA EPS (basic) forecasts. Citycon now confirms the adjustments resulting from the Transaction according to which its EPRA Earnings will increase by EUR 7-15 million and its EPRA EPS (basic) will be EUR 0.175-0.195 in 2014 based on the existing property portfolio and the increased number of shares after the completion of the Transaction.
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 8 July 2014, also confirmed the adjustments made on 8 June 2014 to the terms and conditions of the 2011 stock options in order to ensure the equal treatment of the holders of Citycon’s 2011 stock options and Citycon’s shareholders. As regards stock options 2011A—D(I), the subscription ratio is adjusted to 1.3446 and the subscription price is adjusted to EUR 2.7820 per share. As regards stock options 2011A—D(II), the subscription ratio is adjusted to 1.3446 and the subscription price is adjusted to EUR 2.8862 per share. As regards stock options 2011A—D(III), the subscription ratio is adjusted to 1.3446 and the subscription price is adjusted to EUR 2.3804 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 adjusted maximum total number of shares that may be subscribed for based on the 2011 stock options is 9,748,350.
The foregoing adjustments to the terms and conditions of the 2011 stock options due to the rights issue will be in force as of their registration in the Finnish Trade Register on or about 9 July 2014.
Helsinki, 8 July 2014
CITYCON OYJ
Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521
marcel.kokkeel@citycon.com
Eero Sihvonen, Executive VP and CFO
Tel +358 20 766 4459
eero.sihvonen@citycon.com
Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com
DISCLAIMER
This stock exchange release is not an offer for subscription for shares in the Company.
In particular, 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, unless the Company in its sole discretion determines otherwise. 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 Bank plc assume no responsibility in the event there is a violation by any person of such restrictions. Pohjola Bank plc is acting exclusively for the Company and no one else in connection with the rights issue and will not regard any other person (whether or not a recipient of this presentation) as its client in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for giving advice in relation to the rights issue or any arrangement referred to herein.
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.