Citycon Oyj - Company Announcement

Final result of Citycon’s successful rights issue and adjustments to the company’s EPRA Earnings and EPRA EPS (basic) outlook and 2011 option rights based on the transaction

CITYCON OYJ Stock Exchange Release 8 July 2014 at 11:20 a.m.

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

All the offered 74,166,052 shares were subscribed for in Citycon Oyj's
(“Citycon” or the “Company”) rights issue ended on 2 July 2014. A total of
70,990,292 shares were subscribed for in the primary subscription, representing
approximately 95.72 per cent of the shares offered. A total of 1,218,875 shares
were subscribed for in the secondary subscription, representing approximately
1.64 per cent of the shares offered. The rights issue was fully underwritten as
a result of the subscription undertakings by the Company's largest shareholders
Gazit-Globe Ltd., CPP Investment Board European Holdings S.àr.l. (“CPPIBEH”)
and Ilmarinen Mutual Pension Insurance Company and the underwriting commitments
by Gazit-Globe Ltd. and CPPIBEH. The aggregate number of shares subscribed for
pursuant to Gazit-Globe Ltd.'s underwriting commitment was 1,956,885 shares,
representing approximately 2.64 per cent of the shares offered. The rights
issue was thus fully subscribed for. 

The gross proceeds raised by Citycon in the rights issue were approximately EUR
196.5 million. The rights issue was preceded by a directed share issue of
77,874,355 shares to CPPIBEH completed on 9 June 2014, through which Citycon
raised gross proceeds of approximately EUR 206.4 million (the rights issue and
the directed share issue together the “Transaction”). 

The Board of Directors of Citycon has today approved all subscriptions made in
the rights issue between 17 June 2014 and 2 July 2014 pursuant to the primary
subscription right as well as the subscriptions made pursuant to the secondary
subscription and Gazit-Globe Ltd.'s underwriting commitment in accordance with
the terms and conditions of the rights issue. Pursuant to its underwriting
commitment, Gazit-Globe Ltd. subscribed for 1,956,885 shares, representing
approximately 2.64 per cent of the shares offered, as a consequence of which
the rights issue was fully subscribed for. The underwriting commitment by
CPPIBEH was thus not used. 

The new shares subscribed for in the primary subscription have been subject to
public trading on NASDAQ OMX Helsinki Ltd. as interim shares since 3 July 2014.
All new shares subscribed for in the rights issue will be registered in the
Finnish Trade Register on or about 9 July 2014 after which the interim shares
will be combined with the existing class of shares of the Company on or about 9
July 2014. The new shares will become subject to public trading on the official
list of NASDAQ OMX Helsinki Ltd. together with the other Citycon shares (ISIN
Code FI0009002471) on or about 10 July 2014. 

Following the registration of the new shares in the Finnish Trade Register, the
number of Citycon's shares will amount to 593,328,419 shares. All shares
subscribed for in the rights issue have been fully paid for. 

The new shares will entitle their holders to full shareholder rights in the
Company after the new shares have been registered in the Finnish Trade Register
and the Company's shareholder register, on or about 9 July 2014. 

Pohjola Bank plc is acting as the lead manager of the rights issue.

Adjustment to the EPRA Earnings and EPRA EPS (basic) outlook as a consequence
of the Transaction 

According to the outlook announced by Citycon on 24 April 2014, the Company
forecasted that its EPRA Earnings would increase by EUR 2-10 million in 2014
compared to the year 2013, and that its EPRA EPS (basic) would be EUR 0.20-0.22
in 2014 based on the existing number of shares. As the Transaction affects both
the EPRA Earnings and the number of shares, Citycon announced on 9 June 2014
that it will adjust its EPRA Earnings and EPRA EPS (basic) forecasts. Citycon
now confirms the adjustments resulting from the Transaction according to which
its EPRA Earnings will increase by EUR 7-15 million and its EPRA EPS (basic)
will be EUR 0.175-0.195 in 2014 based on the existing property portfolio and
the increased number of shares after the completion of the Transaction. 

Adjustment of the terms and conditions of the 2011 stock options

As a consequence of the rights issue, Citycon's Board of Directors has today,
on 8 July 2014, also confirmed the adjustments made on 8 June 2014 to the terms
and conditions of the 2011 stock options in order to ensure the equal treatment
of the holders of Citycon's 2011 stock options and Citycon's shareholders. As
regards stock options 2011A—D(I), the subscription ratio is adjusted to 1.3446
and the subscription price is adjusted to EUR 2.7820 per share. As regards
stock options 2011A—D(II), the subscription ratio is adjusted to 1.3446 and the
subscription price is adjusted to EUR 2.8862 per share. As regards stock
options 2011A—D(III), the subscription ratio is adjusted to 1.3446 and the
subscription price is adjusted to EUR 2.3804 per share. The total amount of
shares is rounded down to full shares in connection with subscription of the
shares and the total subscription price is calculated using the rounded amount
of shares and rounded to the closest cent. Due to the above adjustments, the
adjusted maximum total number of shares that may be subscribed for based on the
2011 stock options is 9,748,350. 

The foregoing adjustments to the terms and conditions of the 2011 stock options
due to the rights issue will be in force as of their registration in the
Finnish Trade Register on or about 9 July 2014. 

Helsinki, 8 July 2014

CITYCON OYJ
Board of Directors

For further information, please contact:

Marcel Kokkeel, CEO
Tel. +358 20 766 4521
marcel.kokkeel@citycon.com

Eero Sihvonen, Executive VP and CFO
Tel +358 20 766 4459
eero.sihvonen@citycon.com



Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com


DISCLAIMER

This stock exchange release is not an offer for subscription for shares in the
Company. 

In particular, the information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States, Canada,
Australia, Hong Kong, South Africa or Japan, unless the Company in its sole
discretion determines otherwise. These written materials do not constitute an
offer of securities for sale in the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder. The Company does not intend to register
any portion of the offering in the United States or to conduct a public
offering of securities in the United States. 

The issue, exercise and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Pohjola Bank plc assume no responsibility in the event there is a violation
by any person of such restrictions. Pohjola Bank plc is acting exclusively for
the Company and no one else in connection with the rights issue and will not
regard any other person (whether or not a recipient of this presentation) as
its client in relation thereto and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for
giving advice in relation to the rights issue or any arrangement referred to
herein. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by the
Company. 

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which
has implemented the Prospectus Directive (each, a “Relevant Member State”), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member
States (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an “offer of securities to the public” means the communication in
any form and by any means of sufficient information on the terms of the offer
and the securities to be offered so as to enable an investor to decide to
exercise, purchase or subscribe the securities, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that
Member State and 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 the Relevant Member State and the expression
“2010 PD Amending Directive” means Directive 2010/73/EU. 

This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as “relevant persons”). Any investment activity to which this
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.