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.
The subscription period under Citycon Oyj's (“Citycon” or the “Company”) rights issue of approximately EUR 196.5 million expired yesterday. According to the preliminary result, a total of approximately 72,207,376 shares were subscribed for in the rights issue, representing approximately 97.36 per cent of the 74,166,052 shares offered. The rights issue is fully underwritten as a result of the subscription undertakings by the Company’s largest shareholders Gazit-Globe Ltd., CPP Investment Board European Holdings S.àr.l. (“CPPIBEH”) and Ilmarinen Mutual Pension Insurance Company and the underwriting commitments by Gazit-Globe Ltd. and CPPIBEH.
According to the preliminary result, approximately 95.72 per cent of the offered shares were subscribed for in the primary subscription and the remaining 1.64 per cent were subscribed for in the secondary subscription. Gazit-Globe Ltd. and CPPIBEH have pursuant to their underwriting commitments committed to subscribe for the remaining shares to be issued in the rights issue. Based on the preliminary result, the number of shares to be subscribed for under Gazit-Globe Ltd.’s underwriting commitment is approximately 1,958,676 shares, representing approximately 2.64 per cent of the shares offered, as a consequence of which the rights issue will be fully subscribed for. Thus, based on the preliminary result, the underwriting commitment by CPPIBEH will not be used.
The subscriptions made by shareholders or other investors will be approved in accordance with the terms and conditions of the rights issue. The shareholders and other investors who have participated in the secondary subscription will be sent a confirmation letter on or about 9 July 2014 stating the number of shares to be allocated to such shareholder on the basis of the secondary subscription.
“This rights issue combined with the earlier executed directed share issue to CPPIBEH substantially strengthens Citycon’s balance sheet and provides flexibility for future investments. We are very pleased with the trust that our shareholders have shown in the Company and would like to thank them all for their support,” comments Marcel Kokkeel, CEO of Citycon.
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 in the Company’s shareholder register on or about 9 July 2014.
Trading in the interim shares representing the new shares subscribed for in the primary subscription will commence on NASDAQ OMX Helsinki Ltd. today, on 3 July 2014. All new shares subscribed for in the rights issue will be registered in the Finnish Trade Register on or about 9 July 2014, after which the interim shares are combined with the existing share class of the Company on or about 9 July 2014. The new shares will become subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other Citycon shares (ISIN Code FI0009002471) on or about 10 July 2014.
Citycon will announce the final result of the rights issue on 8 July 2014, following the approval of the primary and secondary subscriptions as well as the subscriptions pursuant to the underwriting commitments by the Company’s Board of Directors.
Pohjola Bank plc is acting as the lead manager of the rights issue.
Helsinki, 3 July 2014
CITYCON OYJ
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521
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.
