Citycon's Interim Report 1 January-30 September 2006
Summary
- Turnover increased by 29.9 per cent, to EUR 86.4 million (1-9/2005: EUR 66.5
million).
- Net rental income increased by 25.9 per cent, to EUR 60.6 million (EUR 48.2
million), while that for like-for-like properties grew by 3.7 per cent.
- Profit before taxes amounted to EUR 131.9 million (EUR 33.3 million), including
EUR 97.0 million (EUR 16.1 million) in a fair value gains on investment
properties. The net fair value gains on investment properties totalled EUR 21.6
million during Q3.
- Earnings per share were EUR 0.64 (EUR 0.20). Earnings per share excluding fair
value gains on investment properties, gains on sale of investment properties and
other extraordinary items as well as the related tax impact were EUR 0.15 (EUR
0.14)
- The market value of Citycon's property portfolio increased by 57.1 per cent, to
EUR 1,404.5 million (EUR 894.2 million).
- Citycon's market capitalisation totalled EUR 690.9 million (EUR 435.6 million)
on 30 September 2006.
- Citycon sold 75 non-core commercial properties in Finland. The company booked a
gain on sale before taxes of EUR 5.8 million in the third quarter.
- Citycon acquired several shopping centres in Finland and Sweden during the
reporting period. The company entered the Lithuanian market in the spring.
- Citycon expanded its capital base by issuing convertible bonds of EUR 110
million and rearranged its financing by agreeing on a new syndicated credit
facility of EUR 600 million with an international bank group.
Key Figures and Ratios
1-9 2006 1-9 2005 1-12 2005
Turnover, EUR million 86.4 66.5 92.2
Operating profit, EUR million 154.0 58.8 105.2
% of turnover 178.4 88.5 114.1
Profit before taxes, EUR million 131.9 33.3 74.2
Profit for the period, EUR million 100.0 25.0 59.8
Fair market value of investment
properties, EUR million 1 404.5 894.2 956.6
Earnings per share (basic), EUR 0.64 0.20 0.47
Earnings per share (diluted),
EUR (EPRA EPS) 0.62 0.20 0.46
Earnings per share (basic), excluding
the effects of net fair value gains,
gains on sale and other extraordinary
items, EUR 0.15 0.14 0.23
Net cash from operating activities
per share, EUR 0.14 0.18 0.19
Equity per share, EUR (EPRA NAV) 3.21 2.12 2.45
EPRA NNNAV 3.15 2.12 2.45
P/E (price / earnings) ratio 5 13 7
P/E ratio, excluding the effects of
changes in fair value, gains on sale
and other extraordinary items 21 19 13
Return on equity (ROE), % 29.4 13.9 22.5
Return on investment (ROI), % 17.9 10.6 13.5
Equity ratio, % 36.2 31.3 36.7
Gearing, % 156.9 198.9 156.8
Net rental yield, % 7.5 8.7 8.5
Occupancy rate, % 96.7 96.9 97.2
Personnel at the end of the period 70 52 57
CEO Petri Olkinuora:
'Citycon's strong growth continued. The business operations progressed according
to plan and expanded during the reporting period, both in Finland and especially
in Sweden.
The disposal of non-core properties during the period will further emphasize the
group's strategy of focusing on shopping centres and other large retail units,
enabling us to allocate more resources to improve and develop our shopping
centres and expand our shopping-centre property portfolio. We will use the income
from the disposal to finance growth.
We will continue to pursue growth opportunities by acquiring and developing
properties in Finland, Sweden and the Baltic states, and also make investments in
upgrading our properties.'
The EPRA Best Practices Policy Recommendations
In January 2006, the European Public Real Estate Association (EPRA), which
represents listed European property investment companies, published financial
reporting recommendations for these companies. Citycon has applied these
recommendations to its financial reporting since its Q2/2006 interim report.
These recommendations supplement, not replace IASs/IFRSs. The recommendations are
available in their entirety on EPRA's website at www.epra.com.
In conjunction with the adoption of the EPRA recommendations, Citycon group has
changed its income statement presentation so that information is presented by
function instead of expense type. Thus, the income statement also includes gross
and net rental income. Citycon is confident that the adoption of the EPRA
recommendations will help investors better evaluate its earning power and will
increase the transparency of its investor information.
As Citycon applies the fair-value model in the measurement of its investment
properties under IAS 40, Citycon's IFRS profit equals EPRA profit. IFRS diluted
earnings per share equals EPRA earnings per share. EPRA NAV corresponds to
Citycon's reported IFRS-compliant equity attributable to parent company
shareholders.
Key Figures in Accordance with EPRA Recommendations
EUR million
1-9 2006 1-9 2005 1-12 2005
EPRA NAV 534.9 280.9 356.6
(iv) Fair value gains/losses of
financial instruments in the income
statement
(iv) The difference between the fair
and book value of debt -11.0 -0.6 0.5
(iii) Deferred taxes
EPRA NNNAV 523.9 280.3 357.1
1-9 2006 1-9 2005 1-12 2005
per share (diluted), EUR
EPRA NAV 3.21 2.12 2.45
(iv) Fair value gains/losses of
financial instruments in the income
statement
(iv) The difference between the fair
and book value of debt -0.07 0.00 0.00
(iii) Deferred taxes
EPRA NNNAV 3.15 2.12 2.45
Citycon's NNNAV rose by 46.7 per cent, to EUR 523.9 million during the reporting
period. NNNAV per share was EUR 3.15.
Business Environment
Demand for retail premises remained good and their occupancy rates high, with
sustained growth in the retail business contributing to these favourable market
developments. Consumer confidence indicators remained at good levels in Finland
and neither changes in interest nor inflation rates have had a significant effect
on the market situation.
International property investors continued to show a keen interest in Finnish
retail properties, intensifying competition for the acquisition of retail sites.
Property Portfolio in Summary
Citycon engages in the retail-property business throughout the ownership chain
including development, ownership, leasing and management of properties. Citycon
operates through the following three divisions: Shopping Centres, Supermarkets
and Shops, and Property Development.
At the end of the reporting period, the company owned 33 (18) shopping and retail
centres and 52 (127) supermarkets and shops.
On 30 September 2006, the market value of the company's property portfolio
totalled EUR 1,404.5 million (31 December 2005: EUR 956.6 million), of which
shopping and retail centres accounted for 79.6 per cent (66.9 per cent) and
supermarkets and shops 20.4 per cent (33.1 per cent). Finland, Sweden, Estonia
and Lithuania account for 70.3 per cent, 23.9 per cent, 4.7 per cent and 1.1 per
cent of the company's property portfolio, respectively, based on fair values.
The reporting period saw the disposal of 75 non-core properties at a debt-free
price of EUR 73.8 million, with the aim of improving the company's opportunities
to develop its core business in Finland, Sweden and the Baltic countries.
The sold properties' fair value recognised in the balance sheet of 30 June 2006
totalled EUR 67.9 million. The recognition of the disposal for the third quarter
was based on the fact that the risks and rewards related to the properties were
transferred to the acquirer already during Q3 although the closing of the
transaction took place on 2 October 2006. Bringing in EUR 5.8 million in pre-tax
capital gains, the deal is projected to improve Citycon's earnings per share for
2006 by around EUR 0.01 and results by approximately EUR 2.1 million, taking
account of capital gains on the sale, transaction costs, loss of net rental
income for the fourth quarter and taxes.
All of the sold properties are located in Finland and their combined leasable
area is around 77,000 square metres. A list of the sold properties can be found
on the company's website. As a result of the deal, Citycon's Supermarkets and
Shops portfolio comprises 52 retail properties.
Changes in Fair Value of the Investment Properties
Citycon measures its investment property at fair value, under IAS 40, according
to which changes in its fair value are recognised through profit and loss
statement. The most recent valuation statement, dated 10 October 2006, on the
Citycon property portfolio's September-end status and based on an appraisal by
Aberdeen Property Investors Finland Oy, is available on the company's website at
www.citycon.fi. More detailed information on this valuation method is available
in Citycon's Annual Report 2005, page 14.
During the reporting period, the fair value change of Citycon's property
portfolio totalled EUR 97.0 million. The period saw a total value increase of EUR
104.5 million and a total value decrease of EUR 7.5 million.
The average net yield requirement defined by Aberdeen Property Investors Finland
Oy for Citycon's property portfolio decreased to 6.9 per cent (on 31 December
2005, the average net yield requirement was 7.6 per cent). This decrease was
mainly due to the very active property market.
Lease Portfolio and Occupancy Rate
At the end of the period, Citycon had a total of 3,060 leases concluded with
2,059 lessees, and the occupancy rate for the company's property portfolio stood
at 96.7 per cent (96.9 per cent) with a net yield of 7.5 per cent (8.7 per cent).
Reported net rental income increased by 25.9 per cent, to EUR 60.6 million while
gross rental income rose by 29.4 per cent, to EUR 83.4 million, due mainly to
property investments made during the period. Net rental income for like-for-like
properties grew by 3.7 per cent. Like-for-like properties refer to properties
held by Citycon throughout the 24-month reference period. Properties under
development and expansion as well as lots are excluded from like-for-like
properties.
The calculation method for net yield and selection of the like-for-like
properties is based on the guidelines issued by the KTI Institute for Real Estate
Economics and the Investment Property Databank (IPD).
Total portfolio
Lease portfolio summary
1-9 2006 1-9 2005 1-12 2005
Number of leases started during
the period 267 187 298
Total area of leases started, sq.m. 58,478 32,661 51,476
Occupancy rate at end of the period, % 96.7 % 96.9 % 97.2 %
Average length of lease portfolio at
the end of the period, year 2.8 3.4 3.2
Shopping Centres
Citycon is the market leader for the Finnish shopping centre business. The
company's net rental income from shopping centres improved by 43.3 per cent, to
EUR 41.4 million, and that for like-for-like shopping-centre properties rose by
7.5 per cent. Shopping centres accounted for 68.3 per cent of Citycon's total net
rental income.
Key figures: Shopping Centres
Lease portfolio summary
1-9 2006 1-9 2005 1-12 2005
Number of leases started during
the period 212 147 233
Total area of leases started, sq.m. 30,852 14,564 29,160
Occupancy rate at end of the period, % 97.0 % 97.5 % 98.0 %
Average length of lease portfolio at
the end of the period, year 2.4 2.7 2.6
Financial performance
1-9 2006 1-9 2005 1-12 2005
Turnover, EUR million 59.8 40.7 57.4
Net fair value gains on investment
property, EUR million 75.4 14.3 22.1
Operating profit, EUR million 114.4 42.1 61.2
Gross rental income, EUR million 57.1 38.9 54.5
Net rental income, EUR million 41.4 28.9 41.3
Net rental yield, % 7.2 8.4 8.2
Net rental yield, like-for-like
properties, % 7.9 8.3 8.3
Market value of property portfolio,
EUR million 1,117.9 598.1 636.7
Capital expenditure, EUR million 386.6 125.7 174.9
Capital expenditure
During the reporting period, Citycon made several major investments in Finland,
Sweden and the Baltic countries.
In Finland, the company acquired the Columbus shopping centre in Vuosaari,
Helsinki, for EUR 80.1 million. The extension project for Columbus was completed
early October increasing the shopping centre's gross leasable area to around
20,000 square metres.
Other major investments in Finland included the Myyrmanni shopping centre in
Vantaa becoming wholly owned by Citycon, the acquisition of the Tullintori
shopping centre in Tampere and the Valtari shopping centre in Kouvola, the
related capital expenditure totalling approximately EUR 45.7 million.
In Sweden, Citycon acquired retail centres in Lindome, Backa, Hindås, Landvetter
and Floda in the Greater Gothenburg Area for an approximate total of EUR 25.4
million. In addition, Citycon bought all shares in Stenungs Torg Fastighets AB
for around EUR 41.9 million. The acquiree is the majority holder of the
StenungsTorg shopping centre located in the Stenungsund municipality north of
Gothenburg.
Citycon also bought all shares in BHM Centrumfastigheter AB for EUR 104.5 million
in Sweden. The acquiree owns the Jakobsbergs Centrum shopping centre in the
municipality of Järfälla, northwest of the Stockholm Metropolitan Area. In
August, Citycon announced that it had bought all shares in Liljeholmsplan
Fastighets AB, Liljeholmsplan Bostadsfastigheter AB and Liljeholmstorget
Development Services AB for about EUR 61.9 million. These acquirees own an around
20,000 square-metre office-cum-commercial building and substantial permitted
buildings volumes for the purpose of constructing a new shopping centre in
Liljeholmen, Stockholm.
Citycon expanded its operations in the Baltic countries by acquiring the
Mandarinas shopping centre in Vilnius, Lithuania, at a debt-free purchase price
of approximately EUR 14.6 million.
As a result of the deals for the period, Citycon owns 19 shopping centres in
Finland, 12 shopping and retail premises in Sweden and two shopping centres in
the Baltic countries.
Supermarkets and Shops
The Supermarket and Shops division specialises in the development, lease and
management of supermarket and other retail-outlet properties. During the
reporting period, Citycon sold 75 retail properties within the division. After
the sale, the division manages 52 properties. The remaining property portfolio is
better in line with Citycon's strategic goals. Following the disposal of the
properties the company is also able to focus its human resources more efficiently
on the commercial development of the existing properties.
The Supermarkets and Shops division's net rental income was 19.2 million, and
that for like-for-like supermarket and shop properties rose by 0.4 per cent.
Key figures: Supermarkets and Shops
Lease portfolio summary
1-9 2006 1-9 2005 1-12 2005
Number of leases started during
the period 55 40 65
Total area of leases started, sq.m. 27,626 18,097 22,316
Occupancy rate at end of the period, % 96.5% 95.8% 95.8%
Average length of lease portfolio at
the end of the period, year 4.2 4.6 4.2
Financial performance
1-9 2006 1-9 2005 1-12 2005
Turnover, EUR million 26.6 25.8 34.8
Net fair value gains on investment
property, EUR million 21.5 1.8 23.8
Operating profit, EUR million 46.4 21.2 49.6
Gross rental income, EUR million 26.3 25.6 34.5
Net rental income, EUR million 19.2 19.3 25.6
Net rental yield, % 8.3 9.3 9.1
Net rental yield, like-for-like
properties, % 8.5 9.5 9.2
Market value of property portfolio,
EUR million 286.6 296.1 320.0
Capital expenditure, EUR million 0.7 3.3 3.6
Property Development
The Property Development division's mission is to develop and extend Citycon's
existing and new retail sites together with the company's other divisions. The
division is also responsible for commissioning the construction of new retail
sites. The division's key figures are not reported separately because it has
neither property portfolio nor rental income.
Extension and Development Projects
In line with its strategy, Citycon aims to acquire properties with the potential
to generate added value for customers, lessees and owners, through extension and
development.
The largest-scale ongoing projects in Finland include the extension and
refurbishment of the Duo shopping centre in Hervanta, Tampere, and the Lippulaiva
shopping centre in Espoo. The extension and refurbishment of the shopping centre
Duo advances in the planned schedule, as does the Lippulaiva refurbishment,
whereas the extension of Lippulaiva is delayed due to a court appeal made on the
plan.
In addition, the company is building a new retail centre in Kaarina, some five
kilometres from downtown Turku, the project's value totalling approximately EUR
8.2 million. The refurbishment of the Torikeskus shopping centre in Seinäjoki is
valued at around EUR 4 million.
In Sweden, Citycon is extending and refurbishing the Åkersberga shopping centre
in the Stockholm Metropolitan Area. This investment project totals about SEK 247
million (around EUR 27 million) and includes modernisation and an extension of
9,000 square metres. The project will be carried out in stages. The first stage
will include alterations to the current shopping centre, and the extension
project will begin during the first half of 2007. The project will be completed
during the spring of 2009.
Following the refurbishment and extension project, Åkersberga Centrum's leasable
area will total approximately 26,000 square metres. Åkersberga Centrum AB also
owns apartments with a total area of around 12,000 square metres. More apartments
will also be built adjacent to the shopping centre, totalling around 5,800 square
metres.
Personnel and Administrative Expenses
On 30 September 2006, Citycon Group had a total of 70 (52) employees, 55 (52) of
whom worked in Finland, nine in Sweden, five in Estonia and one in Lithuania.
Administrative expenses grew to EUR 9.7 million (EUR 5.9 million) including EUR
0.6 million share-based calculatory expenses related to stock options as well as
EUR 0.6 million transaction costs related to the disposal of non-core properties.
The expenses increased also due to the expansion of the company's operations.
Turnover and Profit
Turnover for the period came to EUR 86.4 million (EUR 66.5 million), of which
gross rental income accounted for 96.6 per cent (97.0 per cent).
Operating profit rose to EUR 154.0 million (EUR 58.8 million). Profit before
taxes amounted to EUR 131.9 million (EUR 33.3 million) and after taxes to EUR
100.0 million (EUR 25.0 million).
The effect of changes in the property portfolio's fair value, gains on sale of
properties and other extraordinary items as well as the related tax impact on the
reported profit was EUR 75.8 million (EUR 7.8 million). Taking this into account,
the reported profit after taxes is EUR 7.0 million above the 1-9/2005 level.
Greater earnings resulted mainly from higher net rental income. Net financial
expenses for 1-9/2006 included EUR 0.6 million in one-off expenses (EUR 5.7
million). Earnings per share excluding the changes in fair value, gains on sale
and other extraordinary items were EUR 0.15 (EUR 0.14).
Net cash from operating activities per share amounted to EUR 0.14 (EUR 0.18). The
reduction is partly due to the fact, that the interest payments in 2005 took
mainly place on the fourth quarter whereas during the reporting period and the
entire year 2006 they take place more evenly. The arrangement fees for the
financing transactions during the reporting period also reduced the cash flow.
Capital Expenditure
Citycon's capital expenditure totalled EUR 387.5 million (EUR 129.1 million), of
which property acquisitions, property development and other investments accounted
for EUR 364.1 million (EUR 127.5 million) and EUR 23.2 million (EUR 1.6 million)
and EUR 0.2 million (EUR 0.0 million), respectively.
The investments during the reporting period were financed mainly through the EUR
75 million rights issue, by issuing convertible bonds of EUR 110 million as well
as raising new interest-bearing loans of approximately EUR 200 million.
Balance Sheet and Financial Position
The period-end balance sheet total stood at EUR 1,513.9 million (EUR 911.0
million), of which cash and cash equivalents accounted for EUR 24.9 million (EUR
8.8 million). The Group's financial position remained at a healthy level.
On 30 September 2006, Group liabilities totalled EUR 966.5 million (EUR 627.2
million), short-term liabilities accounting for EUR 141.9 million (EUR 56.5
million).
Reported interest-bearing liabilities increased by EUR 310.9 million to EUR 883.9
million (EUR 573.1 million), and the weighted average interest rate stood at 4.3
per cent (4.8 per cent). The average loan maturity, weighted according to loan
principals, was 4.6 years (2.9 years), while the average time to fixing was 3.4
years (2.7 years).
The group's equity ratio was 36.2 per cent (31.3 per cent). Interest cover, or
the previous 12 months' profit before interest expenses, taxes, depreciation,
fair value gains and extraordinary items relative to net financial expenses, was
2.5. Period-end gearing stood at 156.9 per cent (198.9 per cent. Strong
performance and the equity financing transactions carried out during the
reporting period led to a lower gearing.
Citycon's period-end interest-bearing liabilities included 79.8 per cent (87.4
per cent) of floating-rate loans, of which 63.4 per cent (69.9 per cent) had been
converted into fixed-rate ones, through interest rate swap contracts. Taking into
account the interest rate swaps, 70.8 per cent of the total loan portfolio was at
fixed interest rate. On 30 September 2006, the nominal value of interest rate
swaps totalled EUR 457.3 million (EUR 337.9 million) while the fair value of
derivatives came to EUR -8.1 million (EUR -21.5 million). Citycon applies hedge
accounting and, thus, the fair value changes of interest rate swaps is recognised
in balance sheet under equity.
Net financial expenses totalled EUR 22.2 million (EUR 25.5 million). The
financial expenses for the reporting period include extraordinary items of EUR
0.6 million (EUR 5.7 million). The increase in the comparable net financial
expenses is mainly due to higher amount of interest-bearing debt.
Capital Market Transactions
During the reporting period, Citycon carried out successfully two capital market
transactions: subordinated convertible bonds issue and a rights issue. The
transactions strengthen the company's balance sheet as well as support the
implementation of the company's growth strategy.
In July, Citycon's Board of Directors decided to offer EUR 110 million worth of
subordinated convertible bonds to international institutional investors. The
bonds have been quoted on the Helsinki Stock Exchange since 22 August 2006. With
a maturity of seven years (the maturity date on 2 August 2013), they carry an
annual fixed interest rate of 4.5 per cent and their initial conversion price is
EUR 4.3432, the conversion period being from 12 September 2006 until 27 July
2013.
The purpose of issuing these convertible bonds is to finance future investments
based on the group's growth strategy, and to improve the company's liquidity.
Waiving the shareholders' pre-emptive rights, the issue of the convertible bonds
was based on the authorisation given by Citycon's Annual General Meeting on 14
March 2006. The conversion of the convertible bonds may increase the company's
share capital by a maximum of EUR 34,191,378.45 and the number of shares by a
maximum of 25,326,947 new shares.
In March-April, Citycon raised EUR 75 million by arranging a rights issue. The
shareholders were entitled to subscribe for one new share against five shares
they held. Consequently, a total of 27,274,949 new shares were subscribed at a
subscription price of EUR 2.75 per share, equalling approximately 99.4 per cent
of the shares offered.
More detailed information on the convertible bonds and the rights issue can be
found in Citycon's stock exchange releases published during the reporting period
and available on the company's website at www.citycon.fi.
Debt Financing Arrangements
During the reporting period, the company renegotiated better terms and conditions
for its debt financing, prolonged the loan portfolio's average maturity as well
as increased the amount of available debt financing. The new debt financing
arrangements make it possible to flexibly carry out the strategy-based
investments.
In February 2006, Citycon signed a new commercial paper programme worth EUR 100
million, replacing its previous commercial paper programmes valued at EUR 60
million.
In August, Citycon signed a EUR 600 million credit agreement with an
international bank group. The company used this loan to refinance its bank loan
worth EUR 450 million raised in 2004 and maturing in 2009, and to finance its
property acquisitions. This credit facility will lower the company's annual
financial expenses, in comparison with the refinanced loan, by around EUR 0.7
million.
Share Capital and Shares
Under the Articles of Association, Citycon's minimum share capital totals EUR 100
million and maximum share capital EUR 500 million, within which limits the
company may reduce or increase its share capital without altering its Articles of
Association. The company has a single series of shares, with each share entitling
its holder to one vote at the shareholders' meeting.
At the beginning of 2006, Citycon had a share capital of EUR 184,115,724.30 and
the number of shares totalled 136,382,018. The reporting period saw Citycon
increase its share capital through a rights issue and share subscriptions based
on stock options by a total of EUR 40,648,830.75. The table below shows the
changes in share capital in more detail. The company's period-end registered
share capital amounted to EUR 224,764,555.05 and the number of shares totalled
166,492,263, each share bearing a nominal value of EUR 1.35.
Changes in share capital from 1 January to 30 September 2006
Date
2006 Reason/ Change Share Number
Change, in no. capital, of
EUR of shares EUR shares
1 Jan. 184,115,724.30 136,382,018
16 Feb. Increase (stock options)
1,012,945.50 750,330 185,128,669.80 137,132,348
28 March Increase (stock options)
20,250.00 15,000 185,148,919.80 137,147,348
18 April Increase (stock options)
737,572.50 546,350 185,886,492.30 137,693,698
28 April Increase (rights issue)
36,821,181.15 27,274,949 222,707,673.45 164,968,647
4 May Increase (stock options)
51,629.40 38,244 222,759,302.85 165,006,891
20 June Increase (stock options)
22,126.50 16,390 222,781,429.35 165,023,281
27 July Increase (stock options)
363,734.55 269,433 223,145,163.90 165,292,714
21 Sept. Increase (stock options)
1,619,391.15 1,199,549 224,764,555.05 166,492,263
30 Sept. 224,764,555.05 166,492,263
In January-September, the number of Citycon shares traded on the Helsinki Stock
Exchange totalled 40.2 million (32.0 million) at a total value of EUR 149.8
million (EUR 90.9 million). The highest quotation was EUR 4.23 (EUR 3.50) and the
lowest EUR 3.02 (EUR 2.36). The reported volume-weighted average price was EUR
3.73 (EUR 2.84) and the share closed at EUR 4.15 (EUR 3.49). The company's market
capitalisation on 30 September 2006 totalled EUR 690.9 million (EUR 435.6
million).
Shares Not Transferred into the Book-entry Securities System
At the end of August, Citycon Oyj sold 6,250 company shares not transferred into
the book-entry securities system, for the benefit of their holders. The resulting
income, less expenses incurred by the company caused by notifications and sales,
was deposited with the State Provincial Office of Southern Finland on 1 September
2006. A holder of the sold shares or another assignee is entitled to earn a share
of this income in proportion to his/her shareholding. This amount is EUR 3.52 per
share.
In order to receive his/her share of this income, the shareholder or another
assignee must present a claim for it and hand over his/her share certificates and
any proof of title to a Nordea Bank Finland Plc branch no later than 31 August
2016. This amount will be paid using the income deposited with the State
Provincial Office of Southern Finland against the above-mentioned documents.
Board Authorisations
The AGM held in March authorised the Board of Directors to decide to increase
share capital through one or several rights issues by offering a maximum of
50,000,000 new shares at a nominal per-share value of 1.35 for subscription by
shareholders, i.e. the share capital may increase by a maximum total of EUR
67,500,000. The authorisation does not entitle the Board to waive the
shareholders' pre-emptive subscription right. The Board exercised this
authorisation in March when it decided on a share issue based on the
shareholders' pre-emptive subscription right. Following the share issue, the
authorisation entitles the Board to increase the company's share capital by a
further EUR 30,678,818.85 at the most, by issuing a maximum of 22,725,051 new
shares. The authorisation is valid until 14 March 2007.
In addition, the AGM authorised the Board to decide to issue one or several
convertible bonds, issue stock options and increase the company's share capital
through one or several share issues, waiving the shareholders' pre-emptive
subscription right. The Board exercised this authorisation in July when it
decided to issue subordinated convertible bonds placed with institutional
investors. Based on the conversion right of the bond holders, the company's share
capital may increase by EUR 34,191,378.45 at the most, through the issue of a
maximum of 25,326,947 new shares.
Citycon's stock exchange release, published on 14 March 2006, and Interim Report,
published on 27 April 2006, provide more detailed information on other decisions
made by the AGM.
Stock Options
Citycon has two stock-option schemes in force, the 1999 A/B/C scheme and the 2004
A/B/C scheme, which form part of the group-wide employee motivation and incentive
programme.
Citycon has amended the terms and conditions of its stock option schemes due to
the rights issue carried out during the period. The amended terms and conditions
took effect on 24 March 2006 and a stock exchange release of the same date
provides information on these amendments.
In April, the Board of Directors decided to issue C stock options under the 2004
stock-option scheme, to the Group's employees. The subscription price of these
options, determined on the basis of the price and trading volume of Citycon share
in April, is EUR 4.62. The subscription price will be reduced by 50 per cent of
the amount of annual dividends paid.
In June, the Board of Directors decided to transfer the 2004 stock options to the
book-entry securities system and to apply for listing its stock options 2004 A on
the Helsinki Stock Exchange from 1 September 2006. The 1999 stock options are
also listed on the Helsinki Stock Exchange.
The tables below show the basic terms and conditions, and the number, of
Citycon's stock options.
1999 stock options
Number Subscription Subscription Share Share
ratio, stock price per subscription subscription
option/share share, EUR start date expiration
date
1999A
1,800,000 1:1.0927 1.35 1 Sept. 2000 30 Sept. 2007
1999B
1,800,000 1:1.0927 1.35 1 Sept. 2002 30 Sept. 2007
1999C
1,727,500 1:1.0927 1.35 1 Sept. 2004 30 Sept. 2007
Not distributed
172,500 1:1.0927 1.35 1 Sept. 2004 30 Sept. 2007
Total
5,500,000
In accordance with the amended terms and conditions, the 1999 stock options
entitle their holders to subscribe for a maximum of 5,820,418 shares, with the
result that the company's share capital may increase by a maximum of EUR
7,857,564.30. By the end of the reporting period, holders of the 1999 stock
options had subscribed for a total of 4,113,456 shares, increasing the company's
share capital by a total of EUR 5,553,165.60.
2004 stock options
Number Subscription Subscription Share Share
ratio, stock price per subscription subscription
option/share share, EUR start date expiration
date
2004A
1,040,000 1:1.0611 2.2336 1 Sept. 2006 31 March 2009
2004B
1,120,000 1:1.0611 2.6766 1 Sept. 2007 31 March 2010
2004C
1,175,000 1:1.0611 4.62 1 Sept. 2008 31 March 2011
2004A, not distributed
260,000 1:1.0611 2.2336 1 Sept. 2006 31 March 2009
2004B, not distributed
180,000 1:1.0611 2.6766 1 Sept. 2007 31 March 2010
2004C, not distributed
125,000 1:1.0611 4.62 1 Sept. 2008 31 March 2011
Total
3,900,000
In accordance with the amended terms and conditions, the 2004 stock options
entitle their holders to subscribe for a maximum of 4,138,290 shares, with the
result that the company's share capital may increase by a maximum of EUR
5,586,691.50. No shares have been subscribed under the 2004 stock-option scheme.
Information on the share and stock-option holdings of members of the Board of
Directors and the Corporate Management Committee can be found on Citycon's
website at www.citycon.fi.
Events after the Period
A total of 74,766 new Citycon shares at a per-share nominal value of EUR 1.35
were subscribed in October, exercising stock options based on the 1999 A/B/C
stock-option scheme. The resulting share-capital increase of EUR 100,934.10 will
be registered in the Trade Register approximately on 25 October 2006 and the new
shares should become available for public trading on 26 October 2006.
The per-share subscription price of the shares subscribed based on the stock
options amounted to EUR 1.35 and these shares entitle their holders to a dividend
for the financial year 2006. Other shareholder entitlements will take effect as
of the date of registration of the share-capital increase. Each share confers one
vote.
The unexercised stock options based on Citycon's 1999 stock-option scheme entitle
their holders to subscribe for a further 1,632,196 new shares, with the result
that the company's share capital may increase by a further 2,203,464,60. The
share subscription period will expire on 30 September 2007.
As a result of the increase, Citycon Oyj's registered share capital will be
224,865,489.15 and the total number of shares 166,567,029.
Outlook
In its interim report published on 27 April 2006, Citycon said it expected
demand, occupancy rates and rents for its retail premises to remain stable in the
Helsinki Metropolitan Area and Finland's major cities, as well as in Sweden and
Estonia. This outlook has not changed during the reporting period.
In an increasingly intensified competitive environment, the company continues to
seek out opportunities to expand its business in Finland, Scandinavia and the
Baltic countries.
Citycon's business is exposed to risks associated, for example, with its lessees,
customers, property portfolio, price development, expansion and changes in
interest rates. However, due to favourable market prospects and acquisitions and
extension projects carried out in 2005 and 2006, Citycon expects growth in
business and operating results.
Condensed Consolidated Income Statement, IFRS
EUR MILLION 7-9 7-9 1-9 % 1-9 % 1-12
2006 2005 2006 2005 2005
Gross rental income 30.6 23.2 83.4 96.6 64.5 97.0 89.1
Service charge income 0.7 0.7 2.9 3.4 2.0 3.0 3.1
Turnover 31.3 23.9 86.4 100.0 66.5 100.0 92.2
Property operating
expenses 9.5 6.8 25.4 29.4 18.0 26.4 24.7
Other expenses from
leasing operations 0.2 0.1 0.4 0.5 0.3 0.5 0.5
Net rental income 21.6 17.0 60.6 70.2 48.2 73.1 67.0
Administrative expenses 3.7 2.0 9.7 11.2 5.9 9.5 8.3
Other operating income
and expenses 0.0 0.0 0.3 0.3 0.2 0.3 0.3
Net fair value gains on
investment property 21.6 8.3 97.0 112.3 16.1 24.2 45.9
Net gains on sale of
investment property 5.8 - 5.8 0.0 0.3 0.0 0.3
Operating profit 45.4 23.3 154.0 178.4 58.8 88.5 105.2
Net financial income
and expenses 9.3 7.2 22.2 25.7 25.5 38.4 31.1
Profit before taxes 36.1 16.1 131.9 152.7 33.3 50.2 74.2
Current taxes -3.4 -2.1 -6.4 -7.4 -2.2 -3.3 -3.5
Change in deferred
taxes -5.4 -2.4 -25.5 -29.6 -6.2 -9.3 -10.8
Profit for the period 27.3 11.7 100.0 115.8 25.0 37.6 59.8
Attributable to
Parent company
shareholders 27.5 11.6 99.9 24.9 59.2
Minority interest -0.2 0.1 0.0 0.1 0.6
Earnings per share
(basic), EUR 0.17 0.09 0.64 0.20 0.47
Earnings per share
(diluted), EUR 0.15 0.09 0.62 0.20 0.46
Condensed Consolidated Balance Sheet, IFRS
EUR MILLION 30 Sep. 2006 30 Sep. 2005 31 Dec. 2005
Assets
Non-current assets
Investment property 1,404.5 894.2 956.6
Property, plant and equipment 0.8 0.5 0.7
Deferred tax assets 1.4 0.8 -
Other non-current assets 0.3 0.3 0.2
Total non-current assets 1,407.0 895.9 957.6
Current assets
Trade and other receivables 82.0 6.3 9.9
Cash and cash equivalents 24.9 8.8 15.6
Total current assets 106.9 15.1 25.5
Total assets 1,513.9 911.0 983.1
Liabilities and Shareholders' Equity
Equity attributable to parent company shareholders
Share capital 224.8 168.5 184.1
Share issue - - 1.1
Share premium fund and
other reserves 131.1 66.3 85.4
Fair value reserve -5.4 -15.9 -10.5
Retained earnings 184.4 62.0 96.5
Total equity attributable to
parent company shareholders 534.9 280.9 356.6
Minority interest 12.5 2.9 3.6
Total shareholders' equity 547.4 283.7 360.2
Liabilities
Long-term liabilities 791.9 570.7 542.7
Deferred tax liabilities 32.7 0.0 5.8
Total long-term liabilities 824.6 570.8 548.4
Short-term liabilities 141.9 56.5 74.4
Total liabilities 966.5 627.2 622.9
Total liabilities and
shareholders' equity 1,513.9 911.0 983.1
Condensed Consolidated Statement of Changes in Shareholders' Equity, IFRS
EUR MILLION
Equity attributable to parent company shareholders
Share Share Share Fair Treasury Retained
capital issue premium value shares earnings
fund reserve
and other
reserves
Balance at 1 Jan. 2005 156.8 - 41.5 -13.3 -4.7 57.4
Cash flow hedges -2.6
Profit for the period 24.9
Total recognized income
and expense for the period -2.6 24.9
Change in share capital -5.2 5.2 4.7 -4.7
Dividends -15.7
Share issue 16.2 19.5
Share subscriptions
based on stock options 0.7 0.0 0.0
Other changes 0.1
Balance at 30 Sep. 2005 168.5 - 66.3 -15.9 - 62.0
Balance at 1 Jan. 2006 184.1 1.1 85.4 -10.5 - 96.5
Cash flow hedges 5.1
Profit for the period 99.9
Total recognized income
and expense for the period 5.1 99.9
Change in share
capital 38.7 -1.1 37.2
Dividends -6.6 -12.6
Share subscriptions based
on stock options 2.0
Equite instrument of
convertible bond 15.1
Other changes 0.6
Balance at 30 Sep. 2006 224.8 - 131.1 -5.4 - 84.4
Equity Minority Shareholders'
attributable interest equity, total
to parent company
shareholders
Balance at 1 Jan. 2005 237.7 - 237.7
Cash flow hedges -2.6 -2.6
Profit for the period 24.9 0.1 25.0
Total recognized income
and expense for the period 22.3 0.1 22.4
Change in share capital
Dividends 0.0 0.0
Share issue -15.7 -15.7
Share subscriptions 35.7 35.7
based on stock options 0.8 0.8
Other changes 0.1 2.8 2.9
Balance at 30 Sep. 2005 280.9 2.9 283.5
Balance at 1 Jan. 2006 356.6 3.6 360.2
Cash flow hedges 5.1 5.1
Profit for the period 99.9 0.0 100.0
Total recognized income
and expense for the period 105.1 0.0 105.1
Change in share capital 74.8 74.8
Dividends -19.2 -19.2
Share subscriptions based
on stock options 2.0 2.0
Equity instrument of
convertible bond 15.1 15.1
Other changes 0.6 8.8 9.4
Balance at 30 Sep. 2006 534.9 12.4 547.4
Condensed Consolidated Cash Flow Statement, IFRS
EUR MILLION 1-9 2006 1-9 2005 1-12 2005
Cash flow from operating activities
Profit before taxes 131.9 33.3 74.2
Adjustments -79.8 10.6 -14.1
Cash flow before change in
working capital 52.1 43.9 60.1
Change in working capital -1.1 2.4 1.9
Cash generated from operations 50.9 46.3 62.0
Paid interest and other
financial charges -26.6 -21.6 -32.3
Received interest and other
financial income 0.7 0.3 0.4
Taxes paid -3.6 -3.1 -5.2
Net cash from operating activities 21.4 21.8 24.8
Cash flow from investing activities
Acquisition of subsidiaries,
less cash acquired -327.9 -82.7 -92.6
Acquisition of investment property -32.3 - -
Capital expenditure on investment
properties, PP&E and intangible
assets -23.5 -7.3 -7.2
Sale of investment property 0.6 2.8 2.8
Proceeds from sale of other investments - 1.0 1.0
Net cash used in investing activities -383.1 -86.2 -96.1
Cash flow from financing activities
Proceeds from share issue 73.6 38.4 74.4
Proceeds from short-term loans 344.0 99.6 134.6
Repayments of short-term loans -241.0 -78.5 -108.6
Proceeds from long-term loans 675.3 199.7 199.7
Repayments of long-term loans -461.8 -178.3 -205.6
Dividends paid -19.2 -15.7 -15.7
Net cash from/used in
financing activities 370.9 65.2 78.9
Net change in cash and cash equivalents 9.3 0.8 7.7
Cash and cash equivalents at
period-start 15.6 7.9 7.9
Effects of exchange rate changes - - -
Cash and cash equivalents at period-end 24.9 8.8 15.6
Segment Information
EUR MILLION 7-9 7-9 1-9 1-9 1-12
2006 2005 2006 2005 2005
Turnover
Shopping Centres 22.5 15.4 59.8 40.7 57.4
Supermarkets and Shops 8.8 8.6 26.6 25.8 34.8
Unallocated - - - - -
Total 31.3 23.9 86.4 66.5 92.2
Operating Profit
Shopping Centres 27.6 20.1 114.4 42.1 61.2
Supermarkets and Shops 20.2 5.0 46.4 21.2 49.6
Unallocated -2.5 -1.9 -6.7 -4.5 -5.5
Total 45.4 23.3 154.0 58.8 105.2
Key Financial Figures
1-9 2006 1-9 2005 1-12 2005
Earnings per share (basic), EUR 0.64 0.20 0.47
Earnings per share
(diluted), EUR (EPRA EPS) 0.62 0.20 0.46
Equity per share, EUR (EPRA NAV) 3.21 2.12 2.45
Return on equity (ROE), % 29.4 13.9 22.5
Return on investment (ROI), % 17.9 10.6 13.5
Equity ratio, % 36.2 31.3 36.7
Investment property
30 Sep. 2006 30 Sep. 2005 31 Dec. 2005
At period-start 956.6 738.7 738.7
Additions 417.1 142.9 175.4
Disposals -67.9 -3.4 -3.4
Net fair value gains 97.0 16.1 45.9
Exchange differences 1.8 - -
At period-end 1,404.5 894.2 956.6
Consolidated Contingent Liabilities
EUR MILLION 30 Sep. 2006 30 Sep. 2005 31 Dec. 2005
Mortgages on land and
buildings 7.8 7.8 7.8
Bank guarantees 16.4 - -
Group's Derivative Financial Instruments
EUR MILLION 30 Sep. 2006 30 Sep. 2005 31 Dec. 2005
Nominal Fair Nominal Fair Nominal Fair
value value value value value value
Interest rate and
foreign exchange derivatives
Interest rate and currency swaps
Maturing in 2007 50.0 0.4 78.2 -1.0 78.2 -0.1
Maturing in 2008 40.0 -0.4 50.0 -2.6 50.0 -1.5
Maturing in 2009 86.0 -3.5 126.7 -9.4 125.3 -6.3
Maturing in 2010 83.0 -3.8 83.0 -8.5 83.0 -6.8
Maturing in 2011 40.0 -0.3 - - - -
Maturing in 2012 - - - - - -
Maturing in 2013 158.3 -0.4 - - - -
Total 457.3 -8.1 337.9 -21.5 336.5 -14.7
The fair values of derivatives reflect their values if all agreements were closed
at the market price at the end of the period.
Derivatives have been used for hedging the loan portfolio. The fair values
include an accrued interest of EUR 0.8 million (EUR 1.7 million) for the period,
which has been booked in interest expenses.
The fair values include the positive values of EUR 0.6 million (EUR 0.0 million)
and the negative values of EUR 8.7 million (EUR 21.5 million).
Acquisitions in the balance sheet
In August-September 2006 Citycon acquired Stenungs Torg Fastighets AB, BHM
Centrumfastigheter AB, Liljeholmsplan Fastighets AB, Liljeholmsplan
Bostadsfastigheter AB and Liljeholmstorget Development Services AB. The
identifiable assets and liabilities, corresponding the shares acquired, have been
recognized at preliminary fair value in the company's balance sheet.
The data are based on unaudited figures.
Accounting Principles
This Interim Report is based on the accounting policies under IFRS presented in
the annual financial statements of 31 December 2005.
In the annual financial statements of 31 December 2005, Citycon adopted a
procedure of calculating wholly owned, domestic property companies' deferred tax
liability on the temporary difference between the debt-free cost of these
companies' shares and their fair value.
The figures for the comparison period 1 January-30 September 2005 were changed to
comply with the new accounting practice.
Financial Reports in 2006
Citycon will publish its Financial Results for 1 January-31 December 2006 at
12.00 a.m. on 8 February 2007.
Further information for investors is available on Citycon's website,
www.citycon.fi.
Helsinki, 19 October 2006
CITYCON OYJ
Board of Directors
Further information:
Mr Petri Olkinuora, CEO
Tel. +358 9 6803 6738 or +358 400 333 256
petri.olkinuora@citycon.fi
Mr Eero Sihvonen, CFO
Tel. +358 9 6803 6730 or +358 50 557 9137
eero.sihvonen@citycon.fi
Distribution:
Helsinki Stock Exchange
Major media
www.citycon.fi
Report on the general review of Citycon Oyj's interim report for the period 1
January - 30 September 2006
We have generally reviewed the interim report of Citycon Oyj for the period 1
January - 30 September 2006. The Board of Directors and the Managing Director
have prepared an interim report in accordance with the Securities Market Act,
chapter 2, paragraph 5. Based on our interim review we express at the request of
the Board of Directors a report in accordance with the Securities Market Act,
chapter 2, paragraph 5.
We conducted our general review in accordance with the International Standard on
Auditing applicable to general review engagements. This standard requires that we
plan and perform the review to obtain reasonable assurance as to whether the
financial statements are free of material misstatement. The general review is
limited primarily to inquiries of company personnel and analytical procedures
applied to financial data and thus provides less assurance than an audit. We have
not performed an audit and, accordingly, we do not express an audit opinion.
Based on our general review, nothing has come to our attention that causes us to
believe that the interim report does not give a true and fair view in accordance
with the Securities Market Act regarding the financial position of Citycon Oyj.
Helsinki, 19 October 2006
Ernst & Young Oy
Authorized Public Accountants
Tuija Korpelainen
Authorized Public Accountant