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2010-09-22 07:00:00 CEST 2010-09-22 07:01:33 CEST REGULATED INFORMATION Citycon Oyj - Company AnnouncementCitycon Oyj announces the result of its share offeringCITYCON OYJ Stock Exchange Release 22 September 2010 at 8:00 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") resolved in its meeting on 21 September 2010 to issue up to 22,000,000 new shares (the"Shares") based upon the authorisation of the Annual General Meeting of Citycon on 13 March 2007 and approved the final terms and conditions of the issue. The Shares were offered to Finnish and international institutional investors in deviation from the shareholders pre-emptive rights (the "Offering"). The subscription price was set at EUR 2.87 per Share, amounting to total proceeds of EUR 63,140,000 before commissions and expenses. The terms and conditions of the Shares are attached to this release as an appendix. The Offering was conducted by way of an accelerated bookbuilding process carried out by Kempen & Co ("Kempen"). The Company's Board of Directors approved on 21 September 2010 the subscriptions for the Shares. Following the Offering, the number of shares outstanding by the Company will be 244,564,972. The 22,000,000 Shares offered in the Offering correspond to approximately 9.9% of all the shares and voting rights in Citycon immediately prior to the Offering. The subscription price will be recognised under the invested unrestricted equity fund. The Shares are expected to be entered in the book-entry accounts of investors and registered in the Trade Register on or about 24 September 2010. An application has been made for admission of the Shares on NASDAQ OMX Helsinki Ltd. Public trading in the Shares is expected to commence on or about 24 September 2010. 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. ANNEX: TERMS AND CONDITIONS OF SHARE OFFERING The Board of Directors of Citycon Oyj (the "Company") has on 21 September 2010, pursuant to the authorization granted to the Board of Directors of the Company by the Annual General Meeting of shareholders of the Company on 13 March 2007, resolved to issue a maximum of 22,000,000 new shares (the "Shares") by a directed share issue on the following terms and subject to the following conditions: 1. Share subscription A maximum of 22,000,000 Shares shall be issued. The Shares are new. The Shares were offered to Finnish and international institutional investors in an accelerated book-built offering in deviation from the shareholders' pre-emptive rights. Based on the bookbuilding the Company's Board of Directors together with its advisors has determined the group of investors that will be offered Shares for subscription. All the Shares were offered to be subscribed for by institutional investors. 2. Subscription price and its recognition in the balance sheet The subscription price is EUR 2.87 per Share ("Subscription Price"). The Subscription Price is based on the price determined in the book-building procedure, which shall be considered the fair value of the Shares. The Subscription Price will be recognised under the invested unrestricted equity fund. 3. Subscription period and place of subscription The subscription period commences on 21 September 2010 at 10.30 p.m. and ends on 23 September 2010 at 12.00 a.m. The share subscription shall take place at the offices of the lead manager Kempen & Co or at any other location determined by the Board of Directors of the Company. The subscription shall be performed verifiably by paying the entire Subscription Price of the Shares to the bank account as designated by the Company. The Board of Directors of the Company has a right to extend or discontinue the subscription period. 4. Terms of payment The Subscription Price shall be paid during the above-mentioned subscription period. The Board of Directors of the Company may extend the payment period. 5. Right to dividend and other rights The Shares are entitled to dividend and carry all other shareholder rights from their registration with the Finnish Trade Register, which is expected to take place on or about 24 September 2010. The Shares will be issued in book-entry form in the Finnish book-entry securities system operated by Euroclear Finland Ltd. 6. Reasons for deviating from the pre-emptive subscription rights of the shareholders The pre-emptive subscription rights of the shareholders are deviated from since the purpose of the share offering is to raise financing on market terms and at reasonable cost in order to strengthen the Company's capital structure and to finance redevelopment projects and potential acquisitions in accordance with the Company's investment strategy as well as to broaden the Company's shareholder base. The Company considers an accelerated book-built offering to be a justified way of raising funds taking also into account that the execution risk in an accelerated book-built offering is smaller than in a rights offering. There are thus weighty financial reasons from the Company's perspective for deviating from the pre-emptive subscription rights of the shareholders as referred to in Chapter 9 Section 4 of the Finnish Companies Act. 7. Over and under subscription The Company's CEO may decide to discontinue the bookbuilding process in a possible over subscription situation. In an under subscription situation, the Board of Directors of the Company may decide who will be entitled to subscribe for the Shares that have been unsubscribed for, and the procedure to be applied in such subscription. The Board of Directors of the Company shall decide on the approval of the share subscriptions in accordance with these Terms and Conditions. The Board of Directors may also during the subscription period decide on the approval of the subscriptions thus far made. A confirmation will be sent to the subscribers with respect of the subscriptions approved after the approval of the subscriptions. 8. Other issues The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom. The Shares are governed by, and shall be construed in accordance with Finnish law. [HUG#1445907] |
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