Citycon Oyj - Company Announcement

Citycon’s rights issue successfully completed

CITYCON OYJ STOCK EXCHANGE RELEASE 8 March 2013 at 15:30 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 


Citycon Oyj's (“Citycon” or the “Company”) rights issue of approximately EUR
200 million was successfully completed yesterday. According to the preliminary
result, a total of approximately 172,092,027 shares were subscribed for in the
rights issue, representing approximately 150.4 per cent of the 114,408,000
shares offered. 

According to the preliminary result, approximately 99.7 per cent of the offered
shares were subscribed for pursuant to the subscription rights in the primary
subscription and the remaining shares in the secondary subscription. The
subscriptions made by shareholders or other investors by virtue of the
secondary subscription will be approved in accordance with the terms and
conditions of the rights issue. The shareholders and other investors that have
used their right in the secondary subscription will be sent a confirmation
letter on or about 14 March 2013, stating the number of shares to be
distributed to such shareholder on the basis of the secondary subscription. 

“The rights issue is a strategic transaction intended to permanently reduce
Citycon's leverage and thereby give the Company a stronger base from which to
execute its business plan, with increased focus on driving accretive earnings
growth through recycling of capital. I am very pleased with the trust that
Citycon's shareholders have shown in the Company and I would like to thank them
all for their support. Through the participation in the offering, our
shareholders have shown support for the Company's strategy, including the
recent acquisition of Kista Galleria in Stockholm”, comments Marcel Kokkeel,
Chief Executive Officer. 

The new shares will entitle their holders to full shareholder rights in the
Company after the new shares have been registered with the Finnish Trade
Register and in the Company's shareholder register on or about 14 March 2013,
except for the distribution of dividend for the financial year ending on 31
December 2012 and the return of equity from the invested unrestricted equity
fund proposed to and to be resolved upon at the Annual General Meeting of the
Company to be held on 21 March 2013 (such distributions jointly the “2012
Dividend”). After the record date for the 2012 Dividend, the new shares will
entitle their holders also to full dividend and other distribution of funds
declared by the Company, if any, in a similar manner to the existing shares in
the Company. 

As the new shares will not be registered with the Finnish Trade Register and in
the Company's shareholder register before 11 March 2013, which is the record
date for the Annual General Meeting of the Company, the new shares will not
entitle their holders to attend the Annual General Meeting of the Company to be
held on 21 March 2013. 

Trading in the interim shares, representing the new shares subscribed for in
the primary subscription, will commence on NASDAQ OMX Helsinki Ltd. today, 8
March 2013. All new shares subscribed for in the rights issue will be
registered in the Finnish Trade Register on or about 14 March 2013. Until the
record date for the 2012 Dividend, the new shares will continue to be subject
to public trading as interim shares (ISIN Code FI4000060272). The interim
shares are combined with the existing shares of the Company and will be subject
to public trading on the official list of NASDAQ OMX Helsinki Ltd. together
with the other Citycon shares (ISIN Code FI0009002471) on the record date for
the 2012 Dividend, on or about 26 March 2013. 

Citycon will announce the final result of the rights issue on 13 March 2013,
following the approval of the primary and secondary subscriptions by the Board
of Directors. 

Helsinki, 8 March 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.