Citycon Oyj - Company Announcement

Final result of Citycon’s rights issue, related adjustments to EPRA EPS (basic) outlook, convertible capital bonds of 2006 and 2011 option rights

CITYCON OYJ                  Stock Exchange Release	  5 October 2012 at 11.00
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. 


Final result of Citycon's rights issue

All offered 49,032,002 shares were subscribed for in Citycon Oyj's (“Citycon”)
rights issue completed on 1 October 2012. A total of 48,864,783 shares were
subscribed for in the primary subscription representing approximately 99.7 per
cent of the shares offered. A total of 21,892,922 shares were subscribed for in
the secondary subscription, of which subscriptions for 167,219 shares were
approved. The subscriptions amounted thus to approximately 144.3 per cent of
the shares offered in total. The gross proceeds raised by Citycon in the rights
issue were EUR approximately 90.7 million. 

The Board of Directors of Citycon has today approved all primary subscriptions
made in the rights issue between 17 September 2012 and 1 October 2012, and
decided to approve the secondary subscriptions made by Citycon's shareholders
or other investors in proportion to their subscription rights exercised in
accordance with the primary subscription right, all in accordance with the
terms and conditions of the rights issue. 

Subscribers who did not receive all shares subscribed for by virtue of the
secondary subscription will be repaid the subscription price for the shares not
received by the subscriber to the bank account informed by the subscriber in
connection with the subscription on or about 8 October 2012. No interest will
be paid for the repayable funds. 

Shares subscribed for in the primary subscription have been subject to public
trading on NASDAQ OMX Helsinki Ltd. since 2 October 2012 as interim shares. All
shares subscribed for in the rights issue will be registered in the Finnish
Trade Register on or about 8 October 2012 after which the interim shares will
be combined with Citycon's existing class of shares. The new shares will be
subject to public trading on NASDAQ OMX Helsinki Ltd. together with the other
Citycon shares starting on or about 9 October 2012. 

Following the registration of the new shares in the Finnish Trade Register, the
number of Citycon's shares will amount to 326,880,012 shares. All shares
subscribed for in the rights issue have been fully paid for. 

The subscribed shares will entitle their holders to full dividend and other
distribution of funds declared by Citycon, if any, and to other shareholder
rights in Citycon after the new shares have been registered with the Finnish
Trade Register and in Citycon's shareholder register, on or about 8 October
2012. 

Adjustment to the EPRA EPS (basic) outlook based on the rights issue

According to the outlook announced by Citycon on 11 July 2012, the company
forecasted, based on the existing property portfolio and number of shares, that
its EPRA EPS (basic) will in 2012 be EUR 0.21 - 0.23. As the EPRA EPS (basic)
forecast is based on the number of shares in the company, Citycon announced on
7 September 2012 that it adjusts the EPRA EPS (basic) forecast to reflect the
increased number of shares as a result of the rights issue. Citycon now
confirms such adjustment and forecasts that its EPRA EPS (basic) will be EUR
0.195-0.215 in 2012 based on the existing property portfolio and the increased
number of shares. 

Adjustment of conversion price of 2006 convertible capital bonds

As the rights issue was subscribed in full, the Board of Directors of Citycon
has today, on 5 October 2012, confirmed the adjustments made on 7 September
2012 to the conversion price of the convertible capital bonds listed on 22
August 2006 to the effect that the new conversion price is EUR 4.05. The Board
of Directors confirmed today that the maximum number of shares that can be
subscribed for pursuant to the convertible bonds is increased to 10,185,185
shares and consequently the maximum increase in Citycon's share capital as a
result of such subscriptions is EUR 13,749,999.75. The increase in the maximum
increase of share capital is expected to be registered in the Finnish Trade
Register on or about 8 October 2012. 

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 5 October 2012, also confirmed the adjustments made on 7 September 2012 to
Citycon's 2011 stock options in order to ensure the equal treatment of
shareholders and the holders of Citycon's 2011 stock options. As regards stock
options 2011A—D(I), the adjusted subscription ratio is 1.1765 and the adjusted
subscription price is EUR 2.9720 per share. As regards stock options
2011A—D(II), the adjusted subscription ratio is 1.1765 and the adjusted
subscription price is EUR 3.0910 per share. As regards stock options
2011A—D(III), the adjusted subscription ratio is 1.1765 and the adjusted
subscription price is EUR 2.5130 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 usingthe rounded amount of shares and rounded to the closest cent. 

Due to the above adjustments, the Board of Directors has also confirmed that
the maximum total number of shares to be subscribed for based on the 2011 stock
options in increased to 8,106,085 shares, as permitted by the share issue
authorization available to the Board of Directors after the completion of the
rights issue. 

The foregoing adjustments to the terms and conditions of the 2011 stock options
due to the rights issue will be in force as of the registration of the adjusted
maximum total number of shares to be subscribed for based on the 2011 stock
options with the Finnish Trade Register on or about 8 October 2012. 

Helsinki, 5 October 2012

CITYCON OYJ
Board of Directors


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


DISCLAIMER

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. 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 Corporate Finance Oy assume no responsibility in the event there is
a violation by any person of such restrictions. 

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
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qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
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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
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expression an “offer of securities to the public” means the communication in
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and the securities to be offered so as to enable an investor to decide to
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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
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