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 (“Citycon” or the “Company”) announced on 13 May 2014 that Citycon and CPP Investment Board European Holdings S.à r.l (“CPPIBEH”), a wholly owned subsidiary of Canada Pension Plan Investment Board, have on 12 May 2014 entered into an agreement on an overall arrangement whereby Citycon would strengthen its balance sheet by raising approximately EUR 400 million of new capital and CPPIBEH would become a significant strategic shareholder in Citycon. Citycon announced on 9 June 2014 that its Board of Directors has on 8 June 2014 decided on the directed share issue of approximately EUR 206.4 million to CPPIBEH as well as the subsequent fully underwritten rights issue of approximately EUR 196.5 million pursuant to the pre-emptive subscription right of the Company’s shareholders (“Rights Issue”) relating to the arrangement.
The Finnish Financial Supervisory Authority has today, on 12 June 2014, approved the Company’s offering circular relating to the Rights Issue, whereby Citycon will offer a maximum of 74,166,052 new shares (“Shares”) in accordance with the shareholders' pre-emptive subscription right. The subscription period for the Shares will commence on 17 June 2014 at 9:30 a.m. and expire on 2 July 2014 at 4:30 p.m. (Finnish time). The subscription rights are freely transferable and will be subject to public trading on NASDAQ OMX Helsinki Ltd. between 17 June 2014 and 25 June 2014.
The Finnish language offering circular will be available as of 13 June 2014 at the website of the Company at www.citycon.com/rightsissue2014. In addition, the offering circular is available on or about 16 June 2014 in the Finnish and English language at the offices of the Company at Korkeavuorenkatu 35, FI-00130 Helsinki, Finland as well as at the service point of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00100 Helsinki. In addition, the Finnish language offering circular is available as of 13 June 2014 until the listing of the Shares on or about 10 July 2014 at www.op.fi/merkinta .
Helsinki, 12 June 2014
CITYCON OYJ
For further information, please contact:
Marcel Kokkeel, CEO Tel. +358 20 766 4465 marcel.kokkeel@citycon.com
Eero Sihvonen, Executive VP and CFO Tel +358 20 766 4459 eero.sihvonen@citycon.com
Distribution: NASDAQ OMX Helsinki Major media www.citycon.com
DISCLAIMER
This stock exchange release is not an offer for subscription for shares in the Company.
In particular, 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, unless the Company in its sole discretion determines otherwise. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
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 Pohjola Bank plc assume no responsibility in the event there is a violation by any person of such restrictions. Pohjola Bank plc is acting exclusively for the Company and no one else in connection with the rights issue and will not regard any other person (whether or not a recipient of this presentation) as its client in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for giving advice in relation to the rights issue or any arrangement referred to herein.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, 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.
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.
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.
