Citycon Oyj - Company Announcement

Final result of Citycon’s successful rights issue, related adjustments to EPRA EPS (basic) outlook, convertible capital bonds of 2006 and 2011 option rights

CITYCON OYJ 		Stock Exchange Release 	13 March 2013 at 10:45 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. 


Final result of Citycon's rights issue

All offered 114,408,000 shares were subscribed for in Citycon Oyj's (“Citycon”
or the “Company”) rights issue completed on 7 March 2013. A total of
114,033,710 shares were subscribed for in the primary subscription representing
approximately 99.7 per cent of the shares offered. A total of 58,058,317 shares
were subscribed for in the secondary subscription, of which subscriptions for
374,290 shares were approved. The subscriptions amounted thus to approximately
150.4 per cent of the shares offered in total. The gross proceeds raised by
Citycon in the rights issue were approximately EUR 200 million. 

The Board of Directors of Citycon has today approved all primary subscriptions
made in the rights issue between 21 February 2013 and 7 March 2013, and decided
to approve secondary subscriptions made by Citycon's shareholders or other
investors in accordance with the terms and conditions of the rights issue. 

Subscribers who did not receive all shares subscribed for by virtue of the
secondary subscription will be repaid the subscription price for the shares not
received by the subscriber to the bank account informed by the subscriber in
connection with the subscription on or about 14 March 2013. No interest will be
paid for the repayable funds. 

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 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. The new shares will
continue to be subject to public trading as interim shares (ISIN Code
FI4000060272) until the record date 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”). The interim shares are combined
with the existing shares of the Company on the record date for the 2012
Dividend on 26 March 2013, and are thereafter subject to public trading on the
official list of NASDAQ OMX Helsinki Ltd. together with the other Citycon
shares (ISIN Code FI0009002471). 

Following the registration of the new shares in the Finnish Trade Register, the
number of Citycon's shares will amount to 441,288,012 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 with the Finnish Trade
Register and in the Company's shareholder register on or about 14 March 2013,
except for 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 have not been registered with the Finnish Trade Register and
in the Company's shareholder register before 11 March 2013, which was 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. 

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

According to the outlook announced by Citycon on 6 February 2013, the Company
forecasted, based on the existing number of shares, that its EPRA EPS (basic)
will in 2013 be EUR 0.22 - 0.26. As the EPRA EPS (basic) forecast is based on
the number of shares in the Company, Citycon announced on 12 February 2013 that
it adjusts the EPRA EPS (basic) forecast to reflect the increased number of
shares as a result of the rights issue. Citycon now confirms such adjustment
and forecasts that its EPRA EPS (basic) will be EUR 0.19-0.24 in 2013 based on
the existing property portfolio and the increased number of shares. 

Adjustment of conversion price of 2006 convertible capital bonds

As the rights issue was subscribed in full, the Board of Directors of Citycon
has today, on 13 March 2013, confirmed the adjustments made on 12 February 2013
to the conversion price of the convertible capital bonds listed on 22 August
2006 to the effect that the new conversion price is EUR 3.76. The Board of
Directors confirmed today that the maximum number of shares that can be
subscribed for pursuant to the convertible bonds is increased to 10,585,106
shares and consequently the maximum increase in Citycon's share capital as a
result of such subscriptions is EUR 14,289,893.10. The increase in the maximum
increase of share capital is expected to be registered in the Finnish Trade
Register on or about 14 March 2013. 

Adjustment of the terms and conditions of the 2011 stock options

As a consequence of the rights issue, Citycon's Board of Directors has today,
on 13 March 2013, also confirmed the adjustments made on 12 February 2013 to
Citycon's 2011 stock options in order to ensure the equal treatment of
shareholders and the holders of Citycon's 2011 stock options. The subscription
price for stock options 2011A—D(I) is adjusted to EUR 2.8009 per share, the
subscription price for stock options 2011A—D(II) is adjusted to EUR 2.9199 per
share and the subscription price for stock options 2011A—D(III) is adjusted to
EUR 2.3419 per share. The subscription ratio for the 2011 stock options will
remain unchanged. 

The foregoing adjustments to the terms and conditions of the 2011 stock options
due to the rights issue will be in force as of their registration with the
Finnish Trade Register on or about 14 March 2013. 


Helsinki, 13 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.