The Board of Directors of Citycon Oyj has decided to start preparations for a directed share offering. Citycon shares will be offered to a limited number of selected Finnish and international institutional investors. The maximum number of new shares to be offered for subscription is 11,200,000. Receipt of bids will commence today on 19 October 2005 at 9.00 a.m.
Citycon is the market leader in shopping centre business in Finland and is focused on long term accretive growth by expanding its property portfolio through acquisitions and property development, by streamlining its operations and by expanding its geographical scope. The company's ability to acquire, develop and upgrade retail business premises and service solutions opens up new opportunities for growth. Citycon's main geographical business area is Finland, but the company's business operations have expanded to Sweden and Estonia through real estate acquisitions executed in July this year. Citycon continues to assess business opportunities in Scandinavia and the Baltic countries and has on 14 September 2005 acquired three retail centres located in Åkermyntan, Kallhäll and Fruängen in Stockholm Metropolitan Area, Sweden. The transaction is expected to close on 1 November 2005.
In order to finance the above mentioned transaction and to facilitate future acquisitions the Board has decided to prepare a share offering to institutional investors. The decision is based on the authorisation granted by the Annual General Meeting ("AGM") of Citycon on 5 April 2005. The authorisation includes a right to deviate from the shareholders' pre-emptive subscription right, provided that the Company has a weighty financial reason for the deviation, such as execution of real estate or share purchase transactions. The Board has decided that financing of said transaction as well as any future real estate acquisitions is a weighty financial reason for deviation from the shareholders' pre-emptive subscription right referred to in the AGM's decision.
For financing future real estate acquisitions, the Board will be using both equity and debt instruments. Should in the near future new acquisitions materialize, the Board will also consider financing these partly by means of a rights issue.
Implementation of the share offering
The share offering will be implemented through a bookbuilding process where selected institutional investors may submit their bids for new shares. The bookbuilding will commence on 19 October 2005 at 9.00 a.m. (Finnish time) and end no later than 20 October 2005 at 6.00 p.m. (Finnish time) unless the period for receipt of bids is extended. The Company is entitled to close the bookbuilding process before 20 October 2005 at 6.00 p.m. (Finnish time) after having consulted with the lead manager, but not, however, earlier than 19 October 2005 at 6.00 p.m. (Finnish time). Notice of an early closing of the bookbuilding process will be released immediately in a form of a stock exchange release.
Trading of the new shares is estimated to commence on the main list of the Helsinki Stock Exchange on 27 October 2005 subject to the receipt of all regulatory approvals. The Company has applied for an exemption from a duty to publish listing particulars from the Finnish Financial Supervision Authority.
The new shares will correspond to 8.96 percent of the Company's share capital and voting rights prior to the share offering and approximately 8.22 percent after the offering, provided that the offering will be fully subscribed for.
The lead manager of the share offering will be Kempen & Co, a Dutch investment bank, based in Amsterdam.