NOT FOR RELEASE IN THE UNITED STATES, CANADA OR JAPAN
Citycon Oyj announces its intention to offer shares to Finnish and international
institutional investors; the accelerated bookbuilt offering will commence today
12 February 2007.
The Board of Directors of Citycon Oyj ("Citycon" or the "Company") intends to
offer new shares in the Company (the "Shares") on a non-pre-emptive basis to
Finnish and international institutional investors in an accelerated bookbuilt
offering (the "Offering"). The number of Shares to be offered will be 25,000,000
representing approximately 14.9% of Citycon's current issued share capital and
voting rights. The authorisation of the Board to issue the Shares on a non-pre-
emptive basis was granted by the Extraordinary General Meeting of Citycon on 26
January 2007.
The Board intends to issue and offer the Shares in order to finance the
investments in accordance with the Company's investment strategy, facilitate the
Company's growth and to broaden the Company's shareholder base.
The Offering will be undertaken by way of an accelerated bookbuilding process to
Finnish and international institutional investors. The bookbuilding will commence
immediately and is expected to end at or before 18.30 Finnish time tomorrow 13
February 2007. The books may however be closed at any time during the
bookbuilding period. The offer price of the Shares will be determined after the
books have closed. A further announcement will be made in due course.
At pricing the Company will enter into a lock-up agreement under which it will
agree not to issue or sell any ordinary shares in Citycon Oyj for a period of 90
days subject to certain carve-outs.
The Shares will entitle their holders to shareholder rights in the Company as of
their registration in the Trade Register. The Shares will, however, entitle their
holders to participate in a distribution of funds only after the record date for
the dividend, if any, declared for the financial year ended 31 December 2006 by
Citycon's Annual General Meeting, however, at the latest one year after the
Shares have been registered with the Trade Register. The Board of Directors of
Citycon has proposed to the Annual General Meeting to be held on 13 March 2007
that a dividend of EUR 0.14 will be paid on 23 March 2007. The Shares sold in the
Offering will not entitle their holders to receive this dividend (if any).
An application will be made for admission of the Shares on the Helsinki Stock
Exchange. Trading in the Shares on the Helsinki Stock Exchange is expected to
commence as soon as all regulatory approvals have been obtained, on or about 14
February 2007. The Shares will trade as a separate line of shares following the
admission, under the trading code "CTY1SN0107". It is expected that the Shares
will be combined with the Citycon common shares (trading code: "CTY1S") shortly
following the record date for dividend payment (if any), currently expected to be
16 March 2007.
The Offering will be managed by Goldman Sachs International as Sole Bookrunner
and Joint Lead Manager and Evli Bank Plc as Joint Lead Manager and Financial
Adviser.
Helsinki, 12 February 2007
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 50 557 9137
Distribution:
Helsinki Stock Exchange
Main news media
www.citycon.fi
This announcement is for information purposes only and is not an offer to sell,
or the solicitation of an offer to buy, any securities.
The offering will only be available to the following persons in the United
Kingdom: (i) persons having professional experience in matters relating to
investments; and (ii) persons falling within Articles 49(2)(a) to (d) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (high
net worth corporations, unincorporated associations etc.). If you are in the
United Kingdom and do not fall into one of the above categories, you will not be
eligible to participate in the offering, and you should not act upon, or rely on,
this announcement.
The offer and sale of the securities referred to in this announcement has not
been, nor will it be, registered under the United States Securities Act of 1933
and the securities may not be offered or sold in the United States absent such
registration or an applicable exemption from registration. There will be no
public offering of the securities in the United States in connection with this
transaction.