Citycon Oyj - Company Announcement

The Finnish Financial Supervisory Authority has granted an exemption to Gazit-Globe Ltd. from the mandatory offer obligation

CITYCON OYJ Stock Exchange Release 1 July 2015 at 4:30 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. 

As Citycon Oyj (Citycon) has announced earlier, its largest shareholder,
Gazit-Globe Ltd., has provided a subscription undertaking to subscribe, subject
to certain conditions, for its pro rata portion of Citycon's ongoing EUR 600
million rights issue ("Rights Issue"). In addition, Gazit-Globe Ltd. has
committed to an additional undertaking to subscribe, subject to certain
conditions, for further shares in the Rights Issue up to a maximum amount of
EUR 50 million 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 Ltd. is also subject to Gazit-Globe
Ltd.'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 Ltd. pursuant to the additional undertaking would be reduced as
necessary. 

Citycon has today been informed by Gazit-Globe Ltd. that it has applied for,
and the Finnish Financial Supervisory Authority has on 26 June 2015 granted, an
exemption from the mandatory public tender offer obligation, which would arise
should Gazit-Globe Ltd. subscribe for its pro rata portion of Citycon's shares
in the Rights Issue but the Rights Issue would not be subscribed for in full.
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 the threshold for mandatory public tender offer has been exceeded. 

Helsinki, 1 July 2015

CITYCON OYJ

Investor enquiries:

Henrica Ginström
Tel. +358 50 554 4296
henrica.ginstrom@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.