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.
The Finnish Financial Supervisory Authority has today, on 11 September 2012, approved Citycon Oyj’s (“Citycon” or the “Company”) offering circular consisting of the Finnish language offering note and summary dated 11 September 2012 and the Finnish language registration document dated 23 September 2011 (the offering note, summary and registration document together the “Offering Circular”) relating to the rights issue announced on 7 September 2012, whereby Citycon will offer a maximum of 49,032,002 new shares (“Shares”) in accordance with the shareholders' pre-emptive subscription right.
The Finnish language Offering Circular will be available as from 13 September 2012 on the Company’s website www.citycon.fi and at the offices of the Company at Citycon Oyj, Pohjoisesplanadi 35 AB, FI-00100 Helsinki, Finland, and at the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. In addition, the Finnish language Offering Circular is available as of 13 September 2012 until the listing of the Shares on or about 9 October 2012 at the website of Pohjola Corporate Finance at www.op.fi/merkinta.
Citycon announced on 7 September 2012 that its largest shareholder, Gazit-Globe Ltd., has provided a subscription undertaking to subscribe for 23,551,221 Shares in the rights issue. The undertaking was conditional upon the Finnish Financial Supervisory Authority granting a permanent exemption to Gazit-Globe Ltd. from the obligation to make a mandatory public tender offer for the remaining shares in the Company and securities issued by the Company entitling to shares in the Company pursuant to the Finnish Securities Market Act in the event that Gazit-Globe Ltd.’s shareholding would, based on the subscription undertaking, corresponding to Gazit-Globe Ltd.’s pro rata ownership in the Company, exceed 50 percent of the votes in the Company as a result of the rights issue. Gazit-Globe Ltd. has informed the Company that the Finnish Financial Supervisory Authority has today granted such permanent exemption to Gazit-Globe Ltd. The exemption requires that Gazit-Globe Ltd. shall not acquire or subscribe for additional shares in Citycon or otherwise increase its voting rights in Citycon after it has subscribed for Shares pursuant to its subscription undertaking. However, pursuant to such exemption, Gazit-Globe Ltd. may increase its shareholding in Citycon before it subscribes for Shares pursuant to the subscription undertaking provided that its shareholding shall not exceed 50 percent of the votes in the Company as a result of such increase.
Helsinki, 11 September 2012
CITYCON OYJ
Board of Directors
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 Vice President 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. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy 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, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.