CITYCON OYJ Stock Exchange Release 15 February 2019 at 18:25 hrs
Citycon Oyj (“Citycon” or the “Company”) plans to reduce the number of all shares in the Company through a reverse share split procedure so that each five shares shall be merged to one share. The Board of Directors of Citycon proposes the reverse share split to the Annual General Meeting to be held on 13 March 2019. The proposal by the Company’s Board of Directors in its entirety may be found from the Company’s website www.citycon.com and in the notice to Citycon’s Annual General Meeting that will be published later on 15 February 2019. This Stock Exchange Release is a summary of the mentioned proposal of the Board of Directors.
The purpose of merging the shares is to facilitate trade in the Company’s shares by increasing the value of an individual share as well as to increase flexibility in connection with a possible distribution of funds. The Board of Directors thus holds that merging the shares is in the interest of the Company and all of its shareholders and that the Company therefore has a weighty financial reason for the reverse share split and the related redemption of shares. The reverse share split does not affect the Company’s equity. The reverse split requires the approval by the Annual General Meeting.
The procedure of reverse share split will not require actions from the shareholders. It will not decrease the value of the investment of a shareholder and will not have an impact on the aggregate amounts or payment schedule of any dividend and/or equity repayment to be distributed for the financial year 2018.
The reverse share split will be carried out by redeeming without compensation, in deviation from the proportional shareholdings of shareholders as set out in the Chapter 15, Section 9 of the Companies Act, from every shareholder of Citycon a number of shares corresponding to the result of multiplying the number of shares on each book-entry account on the reverse split date by a coefficient of 4/5, i.e. for each existing five shares, four shares will be redeemed. The number of shares owned by each shareholder will be determined separately for each book-entry account. In order to avoid share fractions, the number of shares redeemed from each shareholder will, if necessary, be rounded up to the nearest whole share.
The fractions of shares redeemed due to the rounding-up will be merged, sold and paid to the respective shareholders in cash. If a shareholder owns less than five shares, all of the shares owned by the shareholder in the Company will be redeemed. In such an event, the shares will be sold on behalf of the shareholder and the proceeds from the sale will be paid to the shareholder in the same way as the proceeds acquired from the sale of the fractions of shares redeemed due to the rounding-up. In other respects, the redemption will be carried out without compensation. The total amount of shares to be redeemed without compensation, and cancelled immediately in connection thereto, is a maximum of 711,994,100 excluding the fractions of shares redeemed due to the rounding-up.
The reverse split date, on the basis of which the shareholders’ right to proceeds acquired from the sale of shares redeemed due to the rounding-up is determined, is 15 March 2019. The reverse share split will be executed in the book-entry system after the close of trading on the reverse split date. The cancellation of shares and the new total number of shares in the Company will be evidenced in the Trade Register on or about 18 March 2019 at the latest. Trading with the new total number of the Company’s shares will commence on Nasdaq Helsinki with a new ISIN code on or about 18 March 2019. Proceeds acquired from the shares sold due to the rounding-up will be paid to shareholders entitled thereto on or about 25 March 2019.
It is also proposed to the Annual General Meeting that it would resolve to revoke the earlier authorisations of the Board of Directors to decide on the issuance of shares and special rights entitling to shares as well as on the repurchase and/or acceptance as pledge of the Company’s own shares and substitute these with new authorisations, which take into account the reduced number of shares due to the reverse share split.
If the general meeting approves the reverse share split, the Board of Directors will amend the Company’s share-based incentive schemes in such manner that the reverse share split will be taken into account therein.
Before carrying out the reverse share split, the Company will, if necessary, cancel such number of its shares that the total number of issued shares in the Company will be divisible by five before the reverse share split. Based on the current total number of issued shares in the Company, the Company has today resolved to cancel three of its shares at the request of a shareholder.
Espoo, 15 February 2019
CITYCON OYJ
Board of Directors
For further information, please contact:
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com
Mikko Pohjala
IR and Communications Director
Tel. +358 40 838 0709
mikko.pohjala@citycon.com
Citycon is a leading owner, manager and developer of urban, grocery-anchored shopping centres in the Nordic region, managing assets that total approximately EUR 4.5 billion. Citycon is No. 1 shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia.Citycon has also established a foothold in Denmark.
Citycon has investment-grade credit ratings from Moody's (Baa2) and Standard & Poor's (BBB). Citycon Oyj’s share is listed in Nasdaq Helsinki.