Citycon Oyj - Company Announcement

Further support to the contemplated EUR 600 million rights issue from Citycon's largest shareholders

CITYCON OYJ Stock Exchange Release 4 June 2015 at 9:30 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. 

Citycon Oyj has continued preparations to the contemplated rights issue of
approximately EUR 600 million ("Rights Issue"), through which it intends to
partly finance the acquisition of the Norwegian shopping centre company Sektor
Gruppen AS. 

In connection with such preparations, Citycon's two largest shareholders,
Gazit-Globe Ltd. (42.8%) and CPP Investment Board Europe S.à r.l. (15.0%), a
wholly owned subsidiary of Canada Pension Plan Investment Board, have committed
to additional undertakings to subscribe, subject to certain conditions, for
further shares in the Rights Issue up to a maximum amount of EUR 50 million and
EUR 30 million, respectively, in the event that any shares remain unsubscribed
for after the expiry of the subscription period of the Rights Issue. The
additional subscription undertaking by Gazit-Globe is also subject to
Gazit-Globe's ownership not exceeding 50% of the shares and votes in Citycon
through such subscription, in which case the number of shares to be subscribed
for by Gazit-Globe pursuant to the additional undertaking would be reduced as
necessary. Any such reduction would reduce CPP Investment Board Europe's
additional subscription undertaking accordingly on a pro rata basis. 

As Citycon has earlier announced, Gazit-Globe and CPP Investment Board Europe
have already provided undertakings to subscribe, subject to certain customary
conditions, for their pro rata share of the Rights Issue. 

The Rights Issue is subject to the Extraordinary General Meeting of Citycon to
be held on 15 June 2015 authorizing the Board of Directors to decide on the
issuance of new shares. 

Further information on the acquisition of Sektor Gruppen, the contemplated
Rights Issue, and other related financing arrangements has been disclosed in
Citycon's stock exchange releases of 25 May 2015 and 2 June 2015. 

Helsinki, 4 June 2015


CITYCON OYJ
Board of Directors


Media enquiries:
Geelmuyden Kiese (advisor to Citycon)
Tel. +47 482 00 570
helge.lunde@gknordic.com

Investor enquiries:
Henrica Ginström
Tel. +358 50 554 4296
henrica.ginstrom@citycon.com


About Citycon

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. www.citycon.com 

About Sektor

Sektor Gruppen AS is the second largest company in managing, developing and
marketing of shopping centres in Norway. Sektor's portfolio consists of 20
fully and majority-owned shopping centres, 4 minority-owned centres, 2 rented
shopping centres and 8 managed shopping centres. With these 34 shopping
centres, Sektor creates excellent shopping experiences for its customers in
partnership with tenants. Sektor's total portfolio under management has a gross
leasable area of more than 600,000 sq.m. www.sektor.no 




DISCLAIMER

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 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. 

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. 

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. 

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. 

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.