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2009-05-25 17:00:00 CEST 2009-05-25 17:01:03 CEST REGULATED INFORMATION Citycon Oyj - Company AnnouncementCitycon issues 60,746 new shares as a part of the company's share-based incentive planCITYCON OYJ Stock Exchange Release 25 May 2009 at 18.00 hrs Citycon Oyj issues a total of 60,746 new shares as a part of the company's long-term share-based incentive plan. 40,746 shares are issued to 25 Citycon Group key employees and 20,000 shares are issued to the company itself as directed share issues without payment. The shares directed to the company itself shall later be issued against payment through public trading at NASDAQ OMX Helsinki Ltd, waiving the shareholders' pre-emptive subscription rights. The Board of Directors of Citycon Oyj has established on 26 April 2007 a share-based incentive plan for the Group's key employees. The Board of Directors of Citycon has today decided on the share incentives that shall be granted for the second earning period 1 January-31 December 2008. According to the terms and conditions of the incentive plan, one third of the incentives is payable in 2009 and the rest in equal installments in 2010 and in 2011. In addition, also the second installment of the incentives for the incentive period 2007 is payable in 2009, and the third installment in 2010. The incentives payable under the incentive plan for the year 2008 were determined on the basis of Citycon's consolidated adjusted net cash-flow from operations per share and net rental income. The incentive plan in its entirety covers years 2007-2009 and the potential incentives are granted to the key employees during the years 2008-2012. The Board of Directors annually resolves on the key employees participating in the incentive plan and sets the incentive goals. The incentives may be granted in the form of the company's shares and in the form of cash following the end of each earning period. On 13 March 2007, the Annual General Meeting of Citycon Oyj authorized the Board of Directors to issue new shares through a share issue, which can also be a directed issue, either against or without payment. The Board of Directors was also authorized to issue shares without payment to the company itself. The Board of Directors of the company has today granted to the persons participating in the incentive plan the incentives in the form of shares in accordance with the terms and conditions of the incentive plan by means of a directed share issue without payment comprising a total of 40,746 new shares in the company. Today, the Board of Directors also issued 20,000 new shares to the company itself through a share issue without payment. The new shares issued will be registered with the Trade Register on 29 May 2009 and will be admitted for public trading on the NASDAQ OMX Helsinki on 1 June 2009. Following the registration, the number of Citycon shares will increase to 221,059,735. Under the decision by the Finnish Financial Supervisory Authority dated 22 May 2009, the company has been granted an exemption from the duty to publish a listing prospectus regarding the issued shares. The directed share issue without payment and the share issue without payment to the company itself will be executed in full as there are no counter-performances related to the issues. The Board of Directors of the company has also resolved on conveying forward the 20,000 shares issued to the company without payment through a share issue against payment waiving the shareholders' pre-emptive subscription rights. The shares will be conveyed at the market price prevailing at the time of conveyance through public trading organized by NASDAQ OMX Helsinki Ltd between 1 June 2009 and 5 June 2009. The shares will be conveyed and paid in accordance with the rules of NASDAQ OMX Helsinki and Euroclear Finland Ltd. The purpose of the share issue is to cover the participants' tax liability relating to the payment of the incentives under the company's share-based incentive plan and to hedge against the share price variations. Therefore, there is a weighty financial reason from the company's perspective to convey the shares waiving the shareholders' pre-emptive subscription rights. The terms and conditions of the share issue in their entirety are attached to this release. The shares issued under the share issues are of the same class as the other shares in the company. The shares issued by the company will entitle to shareholders' rights once entered in the Trade Register (directed share issue without payment) or when the shares have been transferred to the shareholder (conveyance of treasury shares through share issue against payment). The share issues do not change the share capital of the company. Helsinki, 25 May 2009 CITYCON OYJ Petri Olkinuora CEO For further information, please contact: Petri Olkinuora, CEO Tel. +358 20 766 4401 or mobile +358 400 333 256 petri.olkinuora@citycon.fi Distribution: NASDAQ OMX Helsinki Major media www.citycon.com APPENDIX: Share issue of Citycon Oyj 1/2009 Terms and conditions of share issue Based on the authorization by the Annual General Meeting of 13 March 2007, the Board of Directors of Citycon Oyj (the "Company") has on 25 May 2009 resolved to convey treasury shares waiving the shareholders' pre-emptive subscription rights on the following terms and conditions. 1. SHARE SUBSCRIPTION The Company offers for subscription a maximum of 20.000 treasury shares in the Company (the "Shares", each a "Share"). The Shares are offered for subscription waiving the shareholders' pre-emptive subscription rights through public trading organized by NASDAQ OMX Helsinki Oy. 2. SUBSCRIPTION PRICE, BASIS FOR ITS DETERMINATION AND BALANCE SHEET ENTRY The subscription price for one Share is the price that has been formed for the Share in public trading on the date of subscription ("Subscription Price"). It is the understanding of the Board of Directors that the Subscription Price corresponds to the fair value of the Shares. The Subscription Price for the Shares shall be recognised as an increase in the Company's invested unrestricted equity fund. 3. SUBSCRIPTION PERIOD The Shares shall be subscribed during the period 1 June 2009 through 5 June 2009 through public trading organized by NASDAQ OMX Helsinki. The Board of Directors may resolve to extend the subscription period. 4. TERMS OF PAYMENT The Subscription Price shall be paid in accordance with the trading rules of NASDAQ OMX Helsinki. 5. RIGHT TO DIVIDEND AND OTHER RIGHTS The new Shares entitle to dividend and other rights in the Company as from the registration of the shareholder in the shareholders' register of the Company held by Euroclear Finland Ltd. 6. REASONS FOR THE DEVIATION FROM PRE-EMPTIVE SUBSCRIPTION RIGHTS The purpose of the share issue is to cover the participants' tax liability relating to the payment of the incentives under the Company's share-based incentive plan and to hedge against the share price variations. Thus, there is a weighty financial reason from the Company's perspective to convey the Shares waiving the shareholders' pre-emptive subscription rights. 7. OTHER ISSUES The Board of Directors is authorized to decide on other matters relating to the share issue and practicalities arising thereof. |
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