Citycon Oyj - Company Announcement

Citycon rights issue - offering circular approved, underwriting received and exemption granted to Gazit-Globe from the mandatory offer obligation

CITYCON OYJ            STOCK EXCHANGE RELEASE      20 February 2013 at 16:30 hrs

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 Finnish Financial Supervisory Authority has today, 20 February 2013,
approved Citycon Oyj's (“Citycon” or the “Company”) offering circular
consisting of the Finnish language offering note and summary dated 20 February
2013 and the Finnish language registration document dated 30 November 2012 (the
offering note, summary and registration document together the “Offering
Circular”) relating to the rights issue announced on 12 February 2013, whereby
Citycon will offer a maximum of 114,408,000 new shares (the “New Shares”) in
accordance with the shareholders' pre-emptive subscription right (the
“Offering”). 

The Finnish language Offering Circular will be available at the latest before
the commencement of the subscription period on 21 February 2013 on the
Company's website www.citycon.fi/for_investors/registration_document, and at
the latest as of 25 February 2013 at the offices of the Company at Citycon Oyj,
Korkeavuorenkatu 35, FI-00100 Helsinki, Finland, and at the Helsinki Stock
Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. In addition, the
Finnish language Offering Circular is available at the latest before the
commencement of the subscription period on 21 February 2013 until the New
Shares have been registered in the Trade Register (on or about 14 March 2013)
at the website of SEB Enskilda Corporate Finance at www.seb.fi. 

The subscription period for the New Shares will commence on 21 February 2013 at
9:30 a.m. and expire on 7 March 2013 at 4:30 p.m. (Finnish time). The
Subscription Rights are freely transferable and will be subject to public
trading on NASDAQ OMX Helsinki Ltd. between 21 February 2013 and 28 February
2013. 

The aggregate net proceeds to Citycon from the Offering, after deduction of the
fees and expenses payable by Citycon, will be approximately EUR 196.2 million
provided that the Offering will be subscribed in full. The net proceeds of the
Offering to be received by Citycon are in the first instance intended to
finance the acquisition of the Kista Galleria shopping centre, which was
announced on 19 December 2012, by paying down approximately EUR 133 million of
existing facilities and credit lines that were drawn and invested. More
information on Kista Galleria and the acquisition thereof is available in the
offering note dated 20 February 2013. The Offering is expected to increase the
Company's equity ratio to 42.74 percent and thereby immediately and permanently
strengthen the Company's balance sheet. To mitigate the earnings dilution, the
Company also intends to continue the redevelopment and/or extension of existing
shopping centres that are expected to have an accretive impact on EPRA earnings
from 2014 onwards.  Citycon will also commit to implement its strategic plan by
focusing on further operational enhancements and recycling of capital. The
Company expects to deliver an EPRA earnings per share of 0.19 - 0.24 for the
year ending 31 December 2013. 

The Offering is fully underwritten through a subscription undertaking given by
the Company's largest shareholder, Gazit-Globe Ltd. regarding the subscription
rights allocated to it, and through an underwriting commitment from UBS Limited
for the remaining part. 

Citycon announced on 12 February 2013 that its largest shareholder, Gazit-Globe
Ltd., intends to make a commitment to subscribe for New Shares in the Offering
on a pro rata basis. Gazit-Globe Ltd. has on 20 February 2013 provided a
subscription undertaking according to which it undertakes to subscribe for
56,069,860 New Shares in the Offering, which represents approximately 49
percent of the maximum number of New Shares to be issued in the Offering.
Gazit-Globe Ltd. has the right to terminate the subscription undertaking if the
underwriting agreement entered into with UBS Limited on 20 February 2013 has
been terminated and also under certain other customary conditions. In addition,
the undertaking is conditional upon the Finnish Financial Supervisory Authority
granting a permanent exemption to Gazit-Globe Ltd. from the obligation to make
a mandatory public tender offer for both the remaining Company shares and
securities entitling to Company shares, pursuant to the Finnish Securities
Market Act in the event that Gazit-Globe Ltd.'s shareholding would, based on
the subscription undertaking, exceed 50 percent of the votes in the Company as
a result of the Offering. Gazit-Globe Ltd. has informed the Company that the
Finnish Financial Supervisory Authority has on 20 February 2013 granted such
permanent exemption to Gazit-Globe Ltd. The exemption requires that Gazit-Globe
Ltd. shall not acquire or subscribe for additional shares in Citycon or
otherwise increase its voting rights in Citycon after it has subscribed for New
Shares pursuant to its subscription undertaking. 

Any and all New Shares that possibly remain unsubscribed for in the Offering
have been underwritten by UBS Limited through an underwriting agreement, which
includes customary conditions and termination rights, entered into between
Citycon and UBS Limited today, 20 February 2013. The underwriting covers the
portion of the Offering that is not subject to the undertaking by Gazit-Globe
Ltd., i.e. approximately 51 percent of the New Shares. 

SEB Enskilda and UBS Investment Bank are acting as Joint Lead Managers of the
Offering. 

Helsinki, 20 February 2013
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 VP 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. 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 SEB Enskilda Corporate Finance Oy Ab and
UBS Limited 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 or subscribe for, 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. 

SEB Enskilda Corporate Finance Oy Ab and UBS Limited and their respective
affiliates are acting exclusively for the Company and no one else in connection
with the matters referred to in this stock exchange release and will not regard
any other person as their respective clients in relation to such matters and
will not be responsible to any other person for providing the protections
afforded to their respective clients, or for providing advice in relation to
such matters. 

United States

This stock exchange release does not constitute or form part of an offer or
solicitation of an offer to purchase or subscribe for securities in the United
States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and the rules and
regulations thereunder (the “Securities Act”), and may not be offered or sold
in the United States absent registration under the Securities Act or an
exemption therefrom. No public offering of the securities referred to herein is
being made or will be made in the United States. 

European Economic Area

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, which, among others, include the right to
offer the securities to less than 150 investors per each Relevant Member State
(regardless of their sophistication as investors), even though the Company has
not authorized any offer to the public of securities in such a Relevant Member
State. 

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), and includes any relevant implementing measure in
the Relevant Member State and the expression “2010 PD Amending Directive” means
Directive 2010/73/EU. 

United Kingdom

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.