2011-07-15 10:15:00 CEST

2011-07-15 10:15:05 CEST


English Finnish
Citycon Oyj - Prospectus/Announcement of Prospectus

Citycon's Securities Note and Summary Approved by the Finnish Financial Supervisory Authority


CITYCON OYJ          Stock Exchange Release        15 July 2011 at 11.15 hrs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. 

The Finnish Financial Supervisory Authority has today, on 15 July 2011,
approved Citycon Oyj's (the “Company”) English language securities note and
summary (“Securities Note”) relating to the listing of the 33,000,000 new
shares (the “Shares”) issued in the Company's directed offering to
institutional investors on 13 July 2011. The Securities Note forms together
with the Company's registration document dated 24 September 2010 the prospectus
(the “Prospectus”) for the listing of the Shares. 

The Prospectus will be available as of 18 July 2011 at the website of the
Company at www.citycon.com and at the offices of the Company at
Pohjoisesplanadi 35 AB, FI-00100 Helsinki. In addition, the Prospectus will be
available as of 18 July 2011 at the service point of NASDAQ OMX Helsinki Ltd.
at Fabianinkatu 14, FI-00100 Helsinki. 

The Shares are expected to be registered in the Trade Register and entered in
the book-entry accounts of investors on or about 18 July 2011. Following the
registration of the Shares, the number of shares outstanding in the Company
will amount to 277,811,297 while the share capital remains unchanged. Public
trading in the Shares is expected to commence on NASDAQ OMX Helsinki Ltd. on or
about 19 July 2011. 

Helsinki, 15 July 2011

CITYCON OYJ

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

Important Notice

This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Japan, Australia, South Africa, Hong Kong 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 anywhere in the world. Persons
into whose possession this announcement comes are required by the Company and
Danske Bank to inform themselves about, and to observe these 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 (each, a “Relevant Member State”) an offer
to the public of any Shares may not, and will not, be made in that Relevant
Member State except that an offer to the public in that Relevant Member State
may be made pursuant to the following exemptions under the Prospectus
Directive, if they have been implemented in that Relevant Member State: 

(a) to legal entities which are qualified investors as defined under the
Prospectus Directive; 

(b) to fewer than 100, or, if the Relevant Member State has implemented the
relevant provisions of the 2010 PD Amending Directive, 150, natural or legal
persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive; or 

(d) in any other circumstances falling within Article 3(2) of the Prospectus
Directive, 

provided that no such offer of Shares shall result in a requirement for the
Company or Danske Bank to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive. 

For the purposes of this provision, the expression an “offer to the public” in
relation to any Shares in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms of the offer
and any Shares to be offered so as to enable an investor to decide to purchase
any Shares, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, 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 each
Relevant Member State and the expression “2010 PD Amending Directive” means
Directive 2010/73/EU. 

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. 

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.