NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Citycon Oyj announces the pricing of the directed subordinated convertible bond
offering
Further to the earlier announcement, Citycon Oyj ("Citycon") announces the
successful placement of its EUR 100 million directed subordinated convertible
bonds ("the Bonds").
The Board of Directors of Citycon resolved in its meeting on 25 July 2006, to
issue, in accordance with the authorisation of the Annual General Meeting of
Citycon of 14 March 2006 the Bonds to institutional investors and approved the
final terms of the Bonds. The Bonds will be issued and redeemed at 100% of their
principal amount and will pay a coupon of 4.5 % annually in arrears. The
conversion price has been set at EUR 4.3432, a premium of 22 % above the
reference price EUR 3.56 of Citycon's shares. The maturity date will be 2 August
2013 unless previously redeemed, converted, or purchased and cancelled. The
Company may redeem the Bonds at their principal amount together with accrued
interest at any time on or after 23 August 2010 provided that the closing price
of Citycon's shares shall have exceeded 140 % of the prevailing conversion price
for the specified period. Citycon has granted Dresdner Kleinwort and Kempen & Co
("the Joint Lead Managers") an over-allotment option to subscribe for up to EUR
10 million of additional Bonds solely to cover over-allotments, if any, which may
be exercised at any time up to and including 30 days after the date when Citycon
has received proceeds of the issue of the Bonds i.e. on or about 31 August 2006.
The shares to be issued upon conversion of the Bonds will represent 15.3 % of the
number of Citycon's current issued share capital (assuming the over-allotment
option is fully exercised).
The Bonds will be subscribed for on behalf of the investors having submitted
subscription commitments in the book building process by the Joint Lead Managers.
Settlement is expected to take place on or around 2 August 2006.
Application will be made for admission of the Bonds on the Helsinki Stock
Exchange. Trading in the Bonds on the Helsinki Stock Exchange is expected to
commence on or about 31 August 2006 subject to the receipt of all regulatory
approvals. The Company will publish a Securities Note applicable to the Bonds
which together with the Company's Registration Document dated 29 March 2006 will
form the Prospectus for the Offering (including the Terms and Conditions of the
Bonds) on or around 31 August 2006.
Dresdner Kleinwort and Kempen & Co are acting as Joint Lead Managers and
Bookrunners of the Offering. In connection with the Offering Dresdner Kleinwort
may, within a period commencing today and ending no later than 30 days after the
date when Citycon has received proceeds of the issue of the Bonds i.e. on or
about 31 August 2006 over-allot or effect transactions which stabilise or
maintain the Bonds at a level which might not otherwise prevail in the open
market. Stabilisation measures may result in a market price of the Bonds that is
higher than under normal circumstances (but there can be no assurance of the
realisation of such procedures). Such transactions may be effected on the
Helsinki Stock Exchange or otherwise. If such stabilisation is commenced, it may
be discontinued at any time and, in any event, it will be discontinued at the
latest within 30 days after the date when Citycon has received proceeds of the
issue of the Bonds i.e. on or about 31 August 2006. Dresdner Kleinwort may over-
allot Bonds in a principal amount of up to 15 per cent of the Offering. After the
termination of the stabilisation period Dresdner Kleinwort shall publish
information on stabilisation as required by law or other applicable regulation on
or about 31 August 2006. Nordea Bank has acted as a special advisor to Citycon in
this transaction.
Helsinki, 25 July 2006
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 9 6803 6730 or
+358 50 557 9137
Distribution:
Helsinki Stock Exchange
Main news media
www.citycon.fi
Not for distribution in or to residents of the United States, Canada, Japan,
Italy or Australia
This announcement is not for distribution, directly or indirectly, in or into the
United States or to any US person (as defined in Regulation S). These materials
are not an offer of securities for sale into the United States or elsewhere. The
Bonds may not be offered or sold in the United States or to, or for the account
or benefit of, US persons unless they are registered or exempt from registration.
There will be no offering of the Notes in the United States.
This announcement does not constitute an offer of securities to the public in the
United Kingdom and is for distribution in the United Kingdom only to 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 or to whom it may otherwise be lawfully passed on (all such
persons being referred to as "relevant persons"). This announcement must not be
acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is only available to
relevant persons and will be engaged in only with relevant persons.
This announcement constitutes an advertisement for the purposes of the Prospectus
Rules published by the Financial Services Authority. A prospectus in relation to
the listing of the Bonds is expected to be published on or about 31 August 2006.
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, and Kempen & Co N.V., which
is authorised and regulated by the Netherlands Authority for the Financial
Markets, are acting for Citycon Oyj and for no-one else in connection with the
contents of this document and will not be responsible to anyone other than
Citycon Oyj for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein Limited and Kempen & Co N.V. respectively, or for affording
advice in relation to the contents of this document or any matters referred to
herein. Dresdner Kleinwort Wasserstein Limited and Kempen & Co N.V. are not
responsible for the contents of this document. Dresdner Kleinwort Wasserstein
Limited and Kempen & Co N.V., have given and not withdrawn their written consent
to the issue of this document with the inclusion of the reference to their name
in the form and context in which it is included.