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2010-09-21 16:30:00 CEST 2010-09-21 16:30:36 CEST REGULATED INFORMATION Citycon Oyj - Company AnnouncementCitycon Oyj announces its intention to offer shares to Finnish and international institutional investorsCITYCON OYJ Stock Exchange Release 21 September 2010 at 17:30 hrs NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. The Board of Directors of Citycon Oyj ("Citycon" or the "Company") announces today its intention to offer up to 22,000,000 new shares in the Company (the"Shares"). The Shares will be offered to Finnish and international institutional investors in an accelerated book-built offering in deviation from the shareholders pre-emptive rights (the "Offering"). The subscription price of the Shares to be offered in the Offering will be based on the price determined in the book-building procedure. The Shares to be offered in the Offering correspond to approximately 9.9% of all the shares and voting rights in Citycon immediately prior to the Offering. The authorisation of the Board of Directors to issue the Shares on a non-pre-emptive basis was granted by the Annual General Meeting of Citycon on 13 March 2007. The Company intends to use the net proceeds of the Offering to repay the Company's interest-bearing debt and to strengthen its capital base. The Offering would provide the Company with additional financial flexibility when pursuing redevelopment projects and potential acquisitions in accordance with its investment strategy and would also broaden its shareholder base. Citycon's major shareholder Gazit-Globe Ltd., a public multinational real estate company, has indicated that as part of its long term strategy in the region, it is supportive of the Offering. The Offering is being conducted, subject to the satisfaction of certain conditions, by way of an accelerated bookbuilding process carried out by Kempen& Co ("Kempen") to Finnish and international institutional investors. The bookbuilding will commence immediately and is expected to end before the end of the day. The bookbuilding process may, however, be closed at any time during the bookbuilding period. The number of Shares and the price at which the Shares are to be placed will be agreed by the Company and Kempen at the close of the book-building process. Details of the number of Shares and the placing price will be announced as soon as practicable after the close of the book-building process. In connection with the Offering, the Company has entered into a lock-up agreement under which it has, subject to certain exceptions, agreed not to issue or sell any ordinary shares in Citycon for a period ending 90 days after the closing of the Offering. The Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Shares have been registered with the Trade Register. The Company will make an application for the listing of the Shares on NASDAQ OMX Helsinki Ltd. Public trading in the Shares is expected to commence on or about 24 September 2010. The Offering will be managed by Kempen as the Sole Bookrunner and Lead Manager. Helsinki, 21 September 2010 CITYCON OYJ Board of Directors For further information, please contact: Petri Olkinuora, CEO Tel +358 20 766 4401 or +358 400 333 256 petri.olkinuora@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 This announcement is not for distribution directly or indirectly in or into the United States, Canada, Japan, Australia, South Africa or any jurisdiction into which the same would be unlawful. This announcement is for information only and does not constitute or form part of an offer or solicitation to purchase or subscribe for Shares in the United States, Canada, Japan, Australia, South Africa or any jurisdiction in which such an offer or solicitation is unlawful. No action has been taken by the Company or Kempen that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Kempen to inform themselves about, and to observe such restrictions. The Shares referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the"Securities Act") or under the securities legislation of any state of the United States, and may not be offered or sold in the United States, absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. No public offering of securities of the Company will be made in connection with the Offering. In relation to each member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), the Offering will not be made to the public in that Relevant Member State, except, with effect from and including the Relevant Implementation Date: (i) to qualified investors (as defined in the Prospectus Directive or implementing legislation in the Relevant Member State) ("Qualified Investors"); (ii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (iii) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE OFFERING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND: (A)IN THE EUROPEAN ECONOMIC AREA, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (B) IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT QUALIFIED INVESTORS WHO ARE: (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS (WHO, IF THEY ARE IN THE UNITED KINGDOM, ARE RELEVANT PERSONS) OR OTHERWISE IN CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE AND PERSONS WHO ARE NOT QUALIFIED INVESTORS (AND, IN THE UNITED KINGDOM, RELEVANT PERSONS) SHOULD NOT RELY ON THIS ANNOUNCEMENT. In the Netherlands, this announcement is only directed to (a) legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; and (c) such other persons or legal entities which qualify as qualified investor under the Dutch Financial Supervision Act (Wet op het financieel toezicht). In respect of the Offering, neither the Company nor Kempen: (i) is required to obtain a fund supervision license pursuant to the Dutch Financial Supervision Act and (ii) is subject to supervision of the Netherlands Authority for the Financial Markets. Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Shares has been given will be deemed to have read and understood this announcement In particular, each such investor represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Shares that are allocated to it for the purposes of its business; and (ii) unless otherwise agreed, outside the United States and is subscribing for the Shares in an"offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). The price of the securities discussed in this announcement and the income from them may go down as well as up and the investors may not get back the full amount invested on disposal of the Shares. Any indication in this announcement of the price at which the Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. [HUG#1445827] |
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