Citycon Oyj - Company Announcement

Final result of Citycon’s successful rights issue and adjustments to the company’s EPRA EPS (basic) outlook, 2011 option rights and performance share plan 2015 based on the transaction

CITYCON OYJ Stock Exchange Release 13 July 2015 at 12:30 p.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. 

All the offered 296,664,209 shares were subscribed for in Citycon Oyj's
(“Citycon” or the “Company”) rights issue ended on 7 July 2015. A total of
295,245,808 shares were subscribed for in the primary subscription,
representing approximately 99.52 per cent of the shares offered. A total of
41,115,785 shares were subscribed for in the secondary subscription, of which
subscriptions for 1,418,401 shares were approved. The rights issue was thus
fully subscribed for. 

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, were not utilized and
private placement of the offered shares as provided in the terms and conditions
of the rights issue was not required. 

The net proceeds to Citycon from the rights issue, after the deduction of the
estimated fees and expenses payable by Citycon, were approximately EUR 604
million. 

The Board of Directors of Citycon has today approved all subscriptions made in
the rights issue between 23 June 2015 and 7 July 2015 pursuant to the primary
subscription right. The Board of Directors has also approved subscriptions for
1,418,401 shares made pursuant to the secondary subscription 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. 

The new shares subscribed for in the primary subscription have been subject to
public trading on NASDAQ OMX Helsinki Ltd. as interim shares since 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. 

Following the registration of the new shares in the Finnish Trade Register, the
number of Citycon's shares will amount to 889,992,628 shares. All shares
subscribed for in the rights issue have been fully paid for. 

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 the Company's shareholder register, on or about 14 July 2015. 

Citycon will use the proceeds from the rights issue (together with certain
bridge financing arrangements) for the financing of the EUR 1.47 billion
acquisition of the Norwegian shopping centre company Sektor Gruppen AS
("Sektor") and related premature redemption by Sektor of all of its outstanding
bonds upon closing of the acquisition. Further information on the acquisition,
its financing and effects on Citycon has been disclosed in the offering
circular relating to the rights issue and in Citycon's stock exchange releases
of 25 May 2015 and 18 June 2015. 

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 (the "Joint Global
Coordinators and Joint Bookrunners"). 

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

According to the outlook announced by Citycon on 30 April 2015, the Company
forecasted, based on the existing number of shares, that its EPRA EPS (basic)
will in 2015 be EUR 0.175-0.195. As the EPRA EPS (basic) forecast is based on
the number of shares in the Company, Citycon has today adjusted the EPRA EPS
(basic) forecast to reflect the increased number of shares as a result of the
rights issue and forecasts that its EPRA EPS (basic) will be EUR 0.155-0.175
based on the combined property portfolio of Citycon and Sektor and the
increased number of shares after the completion of the rights issue. 

Adjustment of the terms and conditions of the 2011 stock options

As a consequence of the rights issue, the Board of Directors of the Company has
also today confirmed the adjustments made on 15 June 2015 to the subscription
ratio and the subscription price of the 2011 stock options to ensure the equal
treatment of shareholders and the holders of the Company's 2011 stock options.
The subscription price for stock options 2011A—D(I) was adjusted to EUR 2.5380
per share and the subscription ratio to 2.0169. As regards stock options
2011A—D(II), the subscription price was adjusted to EUR 2.6075 per share and
the subscription ratio to 2.0169. As regards stock options 2011A—D(III), the
subscription price was adjusted to EUR 2.2703 per share and the subscription
ratio to 2.0169. 

The total number of shares is rounded down to full shares in connection with
the subscription of the shares and the total subscription price is calculated
using the rounded amount of shares and rounded to the closest cent. Due to the
above adjustments, the adjusted maximum total number of shares to be subscribed
for based on the 2011 stock options shall be 12,474,526. 

The foregoing adjustment to the terms and conditions of the 2011 stock options
due to the rights issue will be effective as of its registration in the Trade
Register on or about 14 July 2015. 

Adjustment of the terms and conditions of the performance share plan 2015

On 11 February 2015 Citycon announced that the Board of Directors had approved
a performance share plan 2015 for the group key employees. The Board of
Directors of the Company has on 15 June 2015, due to the rights issue, decided
to adjust the amount of the maximum reward and the performance criterion under
the performance share plan 2015 in accordance with the terms and conditions of
the plan. Accordingly, the Board of Directors has today confirmed that the
maximum total number of shares that can be paid under the performance share
plan 2015 is adjusted to 3,815,646 shares. 

Helsinki, 13 July 2015

CITYCON OYJ
Board of Directors


Investor enquiries:
Henrica Ginström
Vice President, Investor Relations and Communications
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 



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 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. 

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. 

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. 

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.