Citycon Oyj - Company Announcement

Citycon’s rights issue oversubscribed

CITYCON OYJ Stock Exchange Release 8 July 2015 at 10.00 a.m.<span style="font-size:12pt;">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.</span><span style="font-size:11pt;">The subscription period for Citycon Oyj's
("Citycon") rights issue of approximately EUR 600 million (the "Rights Issue")
ended yesterday, on 7 July 2015. The preliminary results for the Rights Issue
indicate that a total of 336.481.437 shares were subscribed for in the Rights
Issue, representing approximately 113.42 % of the 296,664,209 new shares
offered. Approximately 99.52 % of the offered shares were subscribed for by
virtue of the primary subscription rights and the remaining shares in the
secondary subscription. Due to the oversubscription, additional subscription
undertakings provided by Gazit-Globe Ltd. and CPP Investment Board Europe S.à
r.l., a wholly owned subsidiary of Canada Pension Plan Investment Board, will
not be utilized and there will not be a private placement of the offered shares
as provided in the terms and conditions of the Rights Issue.</span><span style="font-size:11pt;">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 participated in the
secondary subscription will be sent a confirmation letter on or about 14 July
2015 stating the number of shares to be allocated to such shareholder on the
basis of the secondary subscription.</span><span style="font-size:11pt;">The new shares issued in the Rights Issue will
entitle their holders to full shareholder rights in Citycon after the new
shares have been registered in the Finnish Trade Register and in Citycon's
shareholder register on or about 14 July 2015.</span><span style="font-size:11pt;">Trading in the interim shares representing the
new shares subscribed for in the primary subscription will commence on NASDAQ
OMX Helsinki Ltd. today, on 8 July 2015. Interim shares will be combined with
Citycon's existing shares when the new shares have been registered with the
Finnish Trade Register, which is expected to occur on or about 14 July 2015.
Trading in the new shares on the official list of NASDAQ OMX Helsinki Ltd.
together with the other Citycon shares (ISIN Code FI0009002471) will commence
on or about 14 July 2015.</span><span style="font-size:11pt;">Citycon will announce the final results of the
Rights Issue on or about 13 July 2015, following the approval of the primary
and secondary subscriptions by the Board of Directors of the company.</span><span style="font-size:11pt;">Danske Bank A/S, Helsinki Branch, Kempen & Co
N.V., Pohjola Bank plc and Skandinaviska Enskilda Banken AB (publ) Helsinki
Branch acted as joint global coordinators and joint bookrunners in the Rights
Issue.</span><span style="font-size:11pt;">Helsinki, 8 July 2015</span><span style="font-size:11pt;">CITYCON OYJ </span><strong style="font-size: 11pt;">Investor enquiries:<span style="font-size:11pt;">Henrica Ginström
Vice President, Investor Relations and Communications</span><span style="font-size:11pt;">Tel. +358 50 554 4296</span>
henrica.ginstrom@citycon.com<strong style="font-size: 11pt;">About Citycon<span style="font-size:11pt;">Citycon is a leading owner, manager and developer
of urban grocery-anchored shopping centres in the Nordic and Baltic region,
managing assets that total approximately EUR 3.4 billion and with market
capitalisation of EUR 1.8 billion. Citycon is the No. 1 shopping centre owner
in Finland and Estonia and among the market leaders in Sweden. Citycon has also
established a foothold in Denmark. </span>www.citycon.com <span style="font-size:11pt;">DISCLAIMER</span><span style="font-size:11pt;">This announcement is not an offer for sale of
securities in the United States. Securities may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended. Citycon does not intend to register
any portion of the Rights Issue in the United States or to conduct a public
offering of securities in the United States. The Joint Global Coordinators and
Joint Bookrunners will not engage in any actions or assume any responsibility
with regard to the Rights Issue within the United States. The offering of the
Subscription Rights and the New Shares to the eligible shareholders in the
United States will be the sole responsibility of the Company.</span><span style="font-size:11pt;">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.</span><span style="font-size:11pt;">No public offer or invitation to acquire
securities of Citycon is being made by or in connection with this release. Any
such offer will be made solely by means of a prospectus once it has been
approved by the Finnish Financial Supervisory Authority and published in
accordance with the law, and any supplement thereto. This document is being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or (iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons in (i), (ii) and (iii) above together being referred to as
“relevant persons”). Any invitation, offer or agreement to subscribe, purchase
or otherwise acquire securities will be engaged in only with relevant persons.
Any person who is not a relevant person should not act or rely on this document
or any of its contents.</span><span style="font-size:11pt;">This announcement is not for publication,
distribution or release, directly or indirectly, in or into the United States,
Canada, South Africa, Australia, Hong Kong or Japan or to any other
jurisdiction where such announcement or publication would be unlawful. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.</span><span style="font-size:11pt;">Each of the Joint Global Coordinators and Joint
Bookrunners and their respective affiliates are acting exclusively for the
Company and no one else in connection with the Rights Issue. They will not
regard any other person (whether or not a recipient of this release) as their
respective clients in relation to the Rights Issue and will not be responsible
to anyone other than the Company for providing the protections afforded to
their respective clients, nor for giving advice in relation to the Rights Issue
or any transaction or arrangement referred to herein. No representation or
warranty, express or implied, is made by the Joint Global Coordinators and
Joint Bookrunners as to the accuracy, completeness or verification of the
information set forth in this release, and nothing contained in this release
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. The Joint Global Coordinators and Joint
Bookrunners assume no responsibility for its accuracy, completeness or
verification and, accordingly, disclaim, to the fullest extent permitted by
applicable law, any and all liability which they may otherwise be found to have
in respect of this release.</span><span style="font-size:11pt;">The information contained in this announcement is
for background purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purposes whatsoever on
the information contained in this announcement or on its completeness, accuracy
or fairness. The information in this announcement is subject to change. Any
subscription for shares in the proposed Rights Issue should be made solely on
the basis of the information contained in the prospectus to be issued by
Citycon in due course.</span><span style="font-size:11pt;">This announcement contains certain
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to these uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date of
this announcement. Citycon disclaims any obligation to update any
forward-looking statements contained in this announcement, except as required
pursuant to applicable law.</span>