Citycon Oyj - Company Announcement

Citycon’s rights issue successfully completed

CITYCON OYJ Stock Exchange Release 3 July 2014 at 9:00 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. 

The subscription period under Citycon Oyj's (“Citycon” or the “Company”) rights
issue of approximately EUR 196.5 million expired yesterday. According to the
preliminary result, a total of approximately 72,207,376 shares were subscribed
for in the rights issue, representing approximately 97.36 per cent of the
74,166,052 shares offered. The rights issue is 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. 

According to the preliminary result, approximately 95.72 per cent of the
offered shares were subscribed for in the primary subscription and the
remaining 1.64 per cent were subscribed for in the secondary subscription.
Gazit-Globe Ltd. and CPPIBEH have pursuant to their underwriting commitments
committed to subscribe for the remaining shares to be issued in the rights
issue. Based on the preliminary result, the number of shares to be subscribed
for under Gazit-Globe Ltd.'s underwriting commitment is approximately 1,958,676
shares, representing approximately 2.64 per cent of the shares offered, as a
consequence of which the rights issue will be fully subscribed for. Thus, based
on the preliminary result, the underwriting commitment by CPPIBEH will not be
used. 

The subscriptions made by shareholders or other investors will be approved in
accordance with the terms and conditions of the rights issue. The shareholders
and other investors who have participated in the secondary subscription will be
sent a confirmation letter on or about 9 July 2014 stating the number of shares
to be allocated to such shareholder on the basis of the secondary subscription. 

“This rights issue combined with the earlier executed directed share issue to
CPPIBEH substantially strengthens Citycon's balance sheet and provides
flexibility for future investments. We are very pleased with the trust that our
shareholders have shown in the Company and would like to thank them all for
their support,” comments Marcel Kokkeel, CEO of Citycon. 

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 in the Company's shareholder register on or about 9 July 2014. 

Trading in the interim shares representing the new shares subscribed for in the
primary subscription will commence on NASDAQ OMX Helsinki Ltd. today, on 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 are combined with the existing share class 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. 

Citycon will announce the final result of the rights issue on 8 July 2014,
following the approval of the primary and secondary subscriptions as well as
the subscriptions pursuant to the underwriting commitments by the Company's
Board of Directors. 

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

Helsinki, 3 July 2014

CITYCON OYJ

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.