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.
Rights issue
The Board of Directors of Citycon Oyj (“Citycon” or the “Company”) has today decided on a rights issue of approximately EUR 200 million based on the authorization granted at the Extraordinary General Meeting on 6 February 2013 (the "Offering"). Citycon will offer a maximum of 114,408,000 new shares (“New Shares”) in accordance with the shareholders' pre-emptive subscription right. The New Shares to be issued in the Offering represent a maximum of approximately 35.0 percent of the total shares and voting rights in the Company prior to the Offering.
The Offering is a strategic move to permanently reduce Citycon’s leverage, support the growth strategy and to give the Company the freedom to complete restructuring, recycle capital accretively and to focus on core business. The aggregate net proceeds to Citycon from the Offering, after deduction of the fees and expenses payable by Citycon, will be approximately EUR 198.3 million provided that the Offering will be subscribed in full. The net proceeds of the Offering to be received by Citycon are intended to be used to strengthen the Company’s balance sheet following the acquisition of Kista Galleria shopping centre in Stockholm announced on 19 December 2012, and thereby to enable Citycon to continue successfully implementing its strategic plan.
The subscription price for the New Shares is EUR 1.75 per New Share. The subscription period begins on 21 February 2013 at 9:30 a.m. and ends on 7 March 2013 at 4:30 p.m. (Finnish time).
Shareholders of the Company, who are registered in the shareholders’ register maintained by Euroclear Finland Ltd. on the record date of 18 February 2013, shall automatically receive one (1) freely transferable subscription right (“Subscription Right”) in the form of a book-entry for every one (1) share owned on the record date. Each twenty (20) Subscription Rights will entitle holders to subscribe for seven (7) New Shares. Trading in the Subscription Rights on NASDAQ OMX Helsinki Ltd will commence on 21 February 2013 at 9:30 a.m. and end on 28 February 2013 at 6:30 p.m. (Finnish time). The ex rights date for the Offering is 14 February 2013.
The Board of Directors of the Company will decide on the allocation of the New Shares that may remain unsubscribed in a secondary subscription to shareholders and/or other investors who, during the subscription period, submitted a subscription assignment for the New Shares without Subscription Rights.
The New Shares will entitle their holders to full shareholder rights in the Company after the New Shares have been registered with the Finnish Trade Register and in the Company’s shareholder register on or about 14 March 2013, except for the distribution of dividend for the financial year ending on 31 December 2012 and the return of equity from the invested unrestricted equity fund proposed to and to be resolved upon at the Annual General Meeting of the Company to be held on 21 March 2013 (such distributions jointly the “2012 Dividend”). After the record date for the 2012 Dividend, the New Shares will entitle their holders also to full dividend and other distribution of funds declared by the Company, if any, in a similar manner to the existing shares in the Company.
Until the record date for the 2012 Dividend, the New Shares will be subject to public trading as interim shares (ISIN Code FI4000060272). The interim shares are combined with the existing shares of the Company (ISIN Code FI0009002471) on the record date for the 2012 Dividend, on or about 26 March 2013.
As the New Shares will not be registered with the Finnish Trade Register and in the Company’s shareholder register before 11 March 2013, which is the record date for the Annual General Meeting of the Company, the New Shares will not entitle their holders to attend the Annual General Meeting of the Company to be held on 21 March 2013.
Citycon will announce the final result of the Offering through a stock exchange release on or about 13 March 2013. The full terms and conditions of the Offering are set out in the appendix to this release.
Citycon continues to focus on increasing its net cash from operating activities and direct operating profit. In order to implement this strategy, the Company will pursue value-added activities, redevelopment projects, selected acquisitions and proactive asset management. Citycon also intends to continue the selective divestment of its non-core properties, in order to enhance the quality of the property portfolio and further strengthen the Company’s financial position.
On 17 January 2013 the Company announced the closing of its acquisition of the Kista Galleria shopping centre in Stockholm for approximately EUR 530 million. Citycon and the Canada Pension Plan Investment Board each own one half of the shopping centre. Kista Galleria has approximately 90,000 square meters of gross leasable area, including approximately 60,000 square meters of retail space and the remaining approximately 30,000 square meters comprising a hotel, student housing, healthcare premises and municipal services. Kista Galleria has an annual footfall of approximately 18.1 million visitors and annual sales of approximately EUR 280 million.
The strategic acquisition of Kista Galleria has significantly strengthened the Company’s market position in the Stockholm retail market. Citycon is now one of the largest shopping centre owners in Sweden and as a result of the acquisition of Kista Galleria Citycon is able to have an enhanced and more diverse retail space offering to better serve local and international retailer chains. The acquisition has enhanced the balance of Citycon’s property portfolio geographically as well as in terms of overall quality, in accordance with the Company’s stated strategy, with attractive embedded earnings enhancement opportunities.
Citycon is pursuing a long-term increase in the footfall, cash flow and efficiency of its retail properties, as well as in the return on its investment in the properties. The purpose of the Company’s redevelopment activities is to keep its shopping centres competitive for both customers and tenants. The largest properties under planning are Iso Omena in Espoo and IsoKristiina in Lappeenranta, both in Finland. The Board of Directors has not yet made an official decision to start the projects, but they are under planning. Iso Omena is planned to be extended as the western metro line from Helsinki city center will be located next to the centre and open in 2015. The total estimated investment need for Citycon is approximately EUR 85 million. Citycon plans to refurbish and expand IsoKristiina to better serve the growing clientele. Also, the city of Lappeenranta plans to locate its city theatre into the shopping centre's extension part.
At the year-end 2012, the fair value of the Company’s entire property portfolio was EUR 2,714.2 million (EUR 2,522.1 million in 2011), comprising 37 (36) shopping centres and 41 (44) other properties. Of the shopping centres, 23 (23) were in Finland, nine (nine) in Sweden, three (three) in Estonia, one (one) in Lithuania and one (zero) in Denmark. The year-end equity ratio was 37.8 percent (36.0 percent).
The largest shareholder of the Company, Gazit-Globe Ltd., intends to make a commitment to subscribe for New Shares in the Offering on a pro rata basis. The undertaking by Gazit-Globe Ltd. is conditional upon receipt of customary internal corporate approvals and the Finnish Financial Supervisory Authority granting a permanent exemption to Gazit-Globe Ltd. from the obligation to make a mandatory public tender offer for both the remaining Company shares and securities entitling to Company shares, pursuant to the Finnish Securities Market Act in the event that Gazit-Globe Ltd.'s shareholding would, based on the subscription undertaking, exceed 50 percent of the votes in the Company as a result of the Offering. Gazit-Globe Ltd. has informed the Company that it has applied for such an exemption from the Finnish Financial Supervisory Authority.
SEB Enskilda and UBS Investment Bank are acting as joint global coordinators, joint lead managers and joint bookrunners of the Offering (the “Lead Managers”).
Citycon has entered into a lock-up agreement with the Lead Managers under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Citycon for a period ending 180 days after the closing of the Offering.
Adjustment to the EPRA EPS (basic) outlook based on the Offering) outlook based on the Offering
According to the outlook announced by Citycon on 6 February 2013, the Company forecasted, based on the existing number of shares, that its EPRA EPS (basic) will in 2013 be EUR 0.22–0.26. As the EPRA EPS (basic) forecast is based on the number of shares in the Company, Citycon adjusts the EPRA EPS (basic) forecast to reflect the increased number of shares as a result of the Offering. Assuming that the Offering is subscribed in full, Citycon now forecasts that its EPRA EPS (basic) will be EUR 0.19–0.24 based on the existing property portfolio and the increased number of shares.
Adjustment of the conversion price of the 2006 convertible capital bonds
As a consequence of the Offering, the Board of Directors of Citycon decided today on an adjustment to the conversion price of the Company’s convertible capital bonds listed on 22 August 2006, subject to the Offering being executed in full as described in the terms and conditions of the Offering. The Board adjusted the conversion price in accordance with Condition 6(b)(iv) of the convertible bonds from EUR 4.05 to EUR 3.76. The new conversion price will be effective as of 8 March 2013, provided that the Offering is executed in full as described in the terms and conditions of the Offering. Assuming that the new conversion price becomes effective, the total number of shares that can be subscribed for on the basis of the convertible bonds is 10,585,106 and the maximum increase in the share capital of the Company as a consequence of such subscriptions is EUR 14,289,893.10.
Adjustment of the terms and conditions of the 2011 stock options
In order to ensure the equal treatment of shareholders and the holders of the Company’s 2011 stock options, the Board of Directors of the Company has today, due to the Offering, adjusted the subscription price of the 2011 stock options in accordance with the terms and conditions of the 2011 stock options. Provided that the Offering is executed in full as described in the terms and conditions of the Offering, the subscription price for stock options 2011A—D(I) shall be adjusted to EUR 2.8009 per share, the subscription price for stock options 2011A—D(II) shall be adjusted to EUR 2.9199 per share and the subscription price for stock options 2011A—D(III) shall be adjusted to EUR 2.3419 per share. The subscription ratio for the 2011 stock options will remain unchanged.
The foregoing adjustment to the terms and conditions of the 2011 stock options due to the Offering will be effective as of its registration in the Trade Register on or about 14 March 2013, provided that the Offering is executed in full as described in the terms and conditions of the Offering. The 2011 stock options do not entitle holders to participate in the Offering.
Helsinki, 12 February 2013
CITYCON OYJ
Board of Directors
APPENDIX: Terms and conditions of the Offering
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 VP 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. 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 SEB Enskilda Corporate Finance Oy Ab and UBS Limited 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 or subscribe for, 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.
SEB Enskilda Corporate Finance Oy Ab and UBS Limited and their respective affiliates are acting exclusively for the Company and no one else in connection with the matters referred to in this stock exchange release and will not regard any other person as their respective clients in relation to such matters and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to such matters.
United States
This stock exchange release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. No public offering of the securities referred to herein is being made or will be made in the United States.
European Economic Area
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, which, among others, include the right to offer the securities to less than 150 investors per each Relevant Member State (regardless of their sophistication as investors), even though the Company has not authorized any offer to the public of securities in such a Relevant Member State.
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), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
United Kingdom
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.
Forward-looking Statements
Certain statements in this stock exchange release may constitute forward-looking statements. The words “believe”, “expect”, “anticipate”, “intend” or “plan” and similar expressions identify certain of such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Citycon, or industry results, to differ even materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
APPENDIX: TERMS AND CONDITIONS OF THE OFFERING
TERMS AND CONDITIONS OF THE OFFERING
On 6 February 2013, the Extraordinary General Meeting of Citycon Oyj (the “Company”) authorised the Company’s Board of Directors to decide by one or several decisions on the issuance of a maximum of 125,000,000 shares, which corresponds to approximately 38.2 percent of all the shares in the Company at the date of this stock exchange release. The authorisation will be valid until the end of the next Annual General Meeting and it revokes the share issue authorization given by the Annual General Meeting on 21 March 2012.
On 12 February 2013, the Board of Directors of the Company resolved, based on the above authorisation of the Extraordinary General Meeting, to issue a maximum of 114,408,000 new shares (the “New Shares”) through a share issue based on the pre-emptive subscription right of shareholders as set forth in these terms and conditions of the Offering (the “Offering”).
The New Shares to be issued in the Offering represent approximately 35.0 percent of the total shares and voting rights in the Company before the Offering and approximately 25.9 percent of the total shares and voting rights in the Company after the Offering provided that the Offering is subscribed in full.
Right to Subscribe
Primary Subscription Right
The New Shares will be offered for subscription by the shareholders of the Company in proportion to their shareholding in the Company.
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of 18 February 2013 of the Offering (“Record Date”) will automatically receive one (1) freely transferable subscription right (the “Subscription Right”) as a book-entry (ISIN Code FI4000060264) for every one (1) share owned on the Record Date (the “Primary Subscription Right”).
A shareholder, or a person or an entity to whom such Primary Subscription Rights have been transferred, is entitled to subscribe for seven (7) New Shares for every twenty (20) Subscription Rights. No fractions of New Shares will be allotted.
Secondary Subscription
The Board of Directors of the Company will decide on the allocation of the New Shares that may remain unsubscribed in a secondary subscription to shareholders and/or other investors who, during the Subscription Period, submitted a subscription assignment for the New Shares without the Subscription Rights (“Secondary Subscription”). See below section “Subscription of New Shares without Subscription Rights (Secondary Subscription) and Allocation”.
Subscription Undertaking
The largest shareholder of the Company, Gazit-Globe Ltd., intends to make a commitment to subscribe for New Shares in the Offering on a pro rata basis. The undertaking by Gazit-Globe Ltd. is conditional upon receipt of customary internal corporate approvals and the Finnish Financial Supervisory Authority granting a permanent exemption to Gazit-Globe Ltd. from the obligation to make a mandatory public tender offer for both the remaining Company shares and securities entitling to Company shares, pursuant to the Finnish Securities Market Act in the event that Gazit-Globe Ltd.'s shareholding would, based on the subscription undertaking, exceed 50 percent of the votes in the Company as a result of the Offering. Gazit-Globe Ltd. has informed the Company that it has applied for such an exemption from the Finnish Financial Supervisory Authority.
Subscription Price
The New Shares may be subscribed for in the Offering at the subscription price of EUR 1.75 per New Share (the “Subscription Price”). The Subscription Price will be recorded in its entirety under the invested unrestricted equity fund. The Subscription Price is approximately 27.4 percent lower than the closing price of the Company’s share on the trading day preceding the decision on the Offering.
Subscription Period
The subscription period will commence on 21 February 2013 at 9:30 a.m. Finnish time and expire on 7 March 2013 at 4:30 p.m. Finnish time (the “Subscription Period”). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period.
Subscription for New Shares pursuant to the Subscription Rights and Payments
Subscription of the New Shares by a holder of Subscription Rights will take place by subscribing for New Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. Each twenty (20) Subscription Rights entitle their holder to subscribe for seven (7) New Shares. Fractional New Shares cannot be subscribed. In order to participate in the Offering, a holder of Subscription Rights must submit a subscription assignment in accordance with the instructions given by the relevant custodian or account operator.
Holders of Subscription Rights who do not receive instructions for subscription from his or her account operator, can contact SEB Operations via email at the address sebfireporting@seb.fi or telephone +358 9 6162 8241, where they will receive all necessary information in order to submit a subscription assignment.
Subscription assignments may be submitted to the account operators, who have entered into an agreement with Skandinaviska Enskilda Banken AB (publ) Helsinki branch office on reception of subscriptions in the Offering. Account operators may request submission of a subscription assignment already by a certain date which might take place before the public trading in Subscription Rights ends. The Subscription Price of the New Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by the relevant custodian or account operator or by the Lead Managers.
Shareholders and other investors participating in the Offering whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.
Any exercise of the Primary Subscription Right is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of Subscriptions under Certain Circumstances” in these terms and conditions.
Any Subscription Rights remaining unexercised at the end of the Subscription Period on 7 March 2013 will expire without any compensation.
Subscription of New Shares without Subscription Rights (Secondary Subscription) and Allocation
Subscription of the New Shares by a shareholder and/or other investor without the Subscription Rights will take place by submitting a subscription assignment and at the same time paying the Subscription Price in accordance with the instructions given by the relevant custodian or account operator or, in the case of nominee registered investors, by the nominee. A shareholder and/or other investor who does not receive subscription instructions from his or her custodian, account operator or nominee, can contact SEB Operations via email at the address sebfireporting@seb.fi or telephone +358 9 6162 8241, where he or she will receive all necessary information in order to submit a subscription assignment. A shareholder’s and/or investor’s custodian, account operator or nominee, or SEB Operations if the subscription order is submitted to it, must receive the subscription assignment and payment no later than 7 March 2013, or earlier in accordance with the instructions given by the custodian, account operator or nominee.
If all the New Shares to be issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the Board of Directors of the Company will decide on the allocation of the New Shares subscribed for without the Subscription Rights as follows:
a) Firstly, to those shareholders and/or other investors who have subscribed for the New Shares also based on the Subscription Rights. If such subscribers oversubscribe the Offering, the allocation to such subscribers will be determined with respect to each book-entry account in proportion to the number of the Subscription Rights used for subscription of the New Shares in accordance with the Primary Subscription Right but not more than up to the maximum amount of the subscription made per book-entry account and, if this is not possible, by drawing lots.
b) Secondly, to those shareholders and/or other investors who have subscribed for the New Shares only without the Subscription Rights. If such subscribers oversubscribe the Offering, the allocation will be determined with respect to each book-entry account in proportion to the number of the New Shares subscribed for without the Subscription Rights and, if this is not possible, by drawing lots.
Any exercise of the Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of Subscriptions under Certain Circumstances” in these terms and conditions.
The Company will confirm the acceptance or rejection of the subscriptions of New Shares without the Subscription Rights to all shareholders and investors who have submitted a subscription assignment for the New Shares without the Subscription Rights.
Cancellation of Subscriptions under Certain Circumstances
In accordance with the Finnish Securities Market Act, if the Offering Circular relating to the Offering is supplemented between the time the Offering Circular was approved by the FSA and the time when trading in the New Shares begins due to a material mistake or inaccuracy or relevant new information relating to the information in the Offering Circular which could be of material relevance to the investor, then investors who have already agreed to subscribe for New Shares before the supplement is published, shall have the right to withdraw their subscription. The investors have a right to withdraw their subscription within two (2) banking days or within a longer period determined by the FSA for special reasons, however, at the latest four (4) banking days after the supplement has been published. The right to withdraw can only be exercised if an investor has subscribed for New Shares before the supplement is published and such supplement has been published during a time period between the beginning of the Subscription Period and when the trading of the interim shares corresponding to the New Shares subscribed for by the virtue of the Subscription Rights has begun on the Helsinki Stock Exchange. The cancellation right also requires that the material mistake, inaccuracy or relevant new information has emerged before the New Shares have been delivered to the investors. The withdrawal of a subscription applies to the subscription to be withdrawn as a whole. The right to withdraw and the procedure for such withdrawal right will be announced together with any such possible supplement to the Offering Circular through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.
Public Trading of the Subscription Rights
The holders of Subscription Rights may sell their Subscription Rights any time before the public trading in Subscription Rights ends. The Subscription Rights are subject to public trading on the Helsinki Stock Exchange between 21 February 2013 at 9:30 a.m. Finnish time and 28 February 2013 at 6:30 p.m. Finnish time.
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions pursuant to the Primary Subscription Right made in accordance with these terms and conditions of the Offering and applicable laws and regulations.
If all New Shares to be issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the Board of Directors of the Company will decide on the allocation of the New Shares subscribed without the Subscription Rights in accordance with the principles set forth in section “Subscription of New Shares without Subscription Rights (Secondary Subscription) and Allocation” in these terms and conditions.
If several subscription assignments are given concerning a certain book-entry account, these subscription assignments are combined as one subscription assignment concerning a certain book-entry account. Should the subscriber not receive all New Shares subscribed for by virtue of the Secondary Subscription, the subscription price for the New Shares not received by the subscriber will be repaid to the bank account informed by the subscriber in connection with the subscription on or about 14 March 2013. No interest will be paid for the repayable funds.
The Company’s Board of Directors will approve the subscriptions on or about 13 March 2013. The Company will publish the final result of the Offering in a stock exchange release on or about 13 March 2013.
Registration of the New Shares to the Book-entry Accounts
The New Shares subscribed for in the Offering by virtue of the Primary Subscription Right will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares corresponding to the New Shares. The interim shares will be subject to public trading with the ISIN Code FI4000060272 and will be combined with the existing shares of the Company with ISIN Code FI0009002471 on the record date for the distribution of dividend for the financial year ending on 31 December 2012 and the return of equity from the invested unrestricted equity fund proposed to and to be resolved upon at the Annual General Meeting of the Company to be held on 21 March 2013 (such distributions jointly the “2012 Dividend”).
The New Shares subscribed for and approved by virtue of the Secondary Subscription will be recorded on the subscriber’s book-entry account after the registration of the New Shares with the Finnish Trade Register on or about 14 March 2013 as interim shares (ISIN Code FI4000060272), and will be combined with the existing shares of the Company with ISIN Code FI0009002471 on the record date for the 2012 Dividend on or about 26 March 2013.
Shareholder Rights
The New Shares will entitle their holders to full shareholder rights in the Company after the New Shares have been registered with the Finnish Trade Register and in the Company’s shareholder register on or about 14 March 2013, except for the 2012 Dividend. After the record date for the 2012 Dividend, the New Shares will entitle their holders also to full dividend and other distribution of funds declared by the Company, if any, in a similar manner as the existing shares in the Company.
Until the record date for the 2012 Dividend, the New Shares will be recorded on the subscriber’s book-entry account and be subject to public trading as interim shares (ISIN Code FI4000060272). The interim shares are combined with the existing shares of the Company (ISIN Code FI0009002471) on the record date for the 2012 Dividend, on or about 26 March 2013.
As the New Shares will not be registered with the Finnish Trade Register and in the Company’s shareholder register before 11 March 2013, which is the record date for the Annual General Meeting of the Company, the New Shares will not entitle their holders to attend the Annual General Meeting of the Company to be held on 21 March 2013.
Treatment of Holders of Stock Options and Convertible Bonds
According to the terms and conditions of the stock options resolved upon by the Board of Directors of the Company on 3 May 2011 (“2011 Stock Options”) by virtue of an authorisation granted by the Annual General Meeting of the Company held on 13 March 2007, a 2011 Stock Option holder shall have the same right as, or an equal right to, that of a shareholder should the Company, before the share subscription based on the 2011 Stock Options, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares so that shareholders have pre-emptive rights of subscription. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.
In order to ensure the equal treatment of shareholders and the 2011 Stock Option holders the Board of Directors of the Company has on 12 February 2013, due to the Offering, adjusted the subscription price of the 2011 Stock Options in accordance with the terms and conditions of the 2011 Stock Options. Provided that the Offering is executed in full as described in the terms and conditions of the Offering, the subscription price for stock options 2011A—D(I) shall be adjusted to EUR 2.8009 per share, the subscription price for stock options 2011A—D(II) shall be adjusted to EUR 2.9199 per share and the subscription price for stock options 2011A—D(III) shall be adjusted to EUR 2.3419 per share. The subscription ratio for the 2011 Stock Options will remain unchanged.
The foregoing adjustment to the terms and conditions of the 2011 Stock Options due to the Offering will be effective as of its registration in the Trade Register on or about 14 March 2013, provided that the Offering is executed in full as described in the terms and conditions of the Offering. The 2011 Stock Options do not entitle holders to participate in the Offering.
According to provision 6(b)(iv) of the terms and conditions of Citycon’s convertible capital bonds listed on 22 August 2006, the conversion price of the convertible bonds shall be adjusted, among other things, when the Company issues its shares to its shareholders at a price which is less than 95 percent of the market price of the shares. According to provision 6(f) of the terms and conditions of the convertible bonds the Company must give notice of any adjustments to the conversion price to bondholders after the determination of the adjustment. The Company’s Board of Directors has in its meeting on 12 February 2013 determined an adjustment to the conversion price of the convertible bonds from EUR 4.05 to EUR 3.76, provided that the Offering is executed in full as described in these terms and conditions. If so, the new conversion price will be effective as of 8 March 2013. A notice regarding the new conversion price will be given to the holders of convertible bonds no later than on 15 February 2013.
Information
Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are available for review as of the start of the Subscription Period at the head office of the Company, Korkeavuorenkatu 35, FI-00130 Helsinki, Finland.
Applicable Law and Dispute Resolution
The Offering and the New Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.
Other Issues
Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.