English
Published: 2004-09-13 06:00:29 CEST
Citycon Oyj
Company Announcement
CITYCON OYJ PREPARING A SHARE OFFERING T
CITYCON OYJ    Stock Exchange Release 13 September 2004 at 08.00
a.m.

CITYCON OYJ PREPARING A SHARE OFFERING TO SELECTED INSTITUTIONAL

INVESTORS; RECEIPT OF BIDS WILL COMMENCE ON 13 SEPTEMBER 2004

The Board of
Directors ("Board") of Citycon Oyj ("Citycon" or "the 
Company") has decided
to start preparations for a share offering. 
Citycon shares will be offered to
a limited number, being less than 
one hundred, of selected Finnish and
international institutional 
investors. The maximum number of new shares to be
offered for 
subscription is 10,000,000 (ten million).

Background to the
share offering
Citycon is the market leader for shopping centre business in
Finland 
and is focused on realizing profitable growth by expanding its

property portfolio through acquisitions and property development, by

streamlining its operations and by assessing opportunities to expand 
its
geographical scope. The Company's ability to acquire, develop and 
upgrade
retail business premises and service solutions opens up new 
opportunities for
growth. At present Citycon focuses on Finland. A 
process of assessing
business opportunities in the Scandinavian and 
Baltic countries was initiated
in May 2004. In order to facilitate 
future growth, the Board has decided to
prepare a share offering for 
institutional investors. The deviation from the
pre-emption right 
relates to the Company's wish to expand its shareholder
base in order 
to support growth of the Company and to improve liquidity of
the 
shares. The Board has decided that facilitating future growth and

expansion of the shareholder base are sufficiently weighty financial

reasons to deviate from the shareholders´ pre-emption rights. The 
Board has
made this decision under the authorization of the Annual 
General Meeting of
Citycon of 15 March 2004. The Board will propose to 
invalidate the 3,874,000
treasury shares that Citycon currently holds 
in the next Annual General
Meeting in spring 2005.

Implementation of the share offering
The share
offering will be implemented through a bookbuilding process 
which collects
the bids for new shares made by a selected group of 
institutional investors.
Receipt of bids will commence on 13 September 
2004 at 9.00 a.m. (Finnish
time) and will end no later than 14 
September 2004 at 4.00 p.m. (Finnish
time) unless the period for 
receipt of bids is extended. The Company has the
right to close the 
bookbuilding process in consultation with the lead
manager, before 14 
September 2004 at 4.00 p.m. (Finnish time), however, but
not earlier 
than 13 September 2004 at 4.00 p.m. (Finnish time). An early
closing 
of the bookbuilding process will be notified immediately by a stock

exchange release.

Trading with the new shares is estimated to commence on
the main list 
of the Helsinki Exchanges on 27 September 2004 subject to the
receipt 
of all regulatory approvals.

The new shares will correspond to
approximately 9.45 percent of the 
Company's share capital and voting rights
prior to the share offering 
and approximately 8.64 percent after the
offering, provided that the 
offering is fully subscribed.

The lead manager
of the share offering will be Kempen & Co N.V., a 
Dutch investment bank,
based in Amsterdam.

Helsinki, 10 September 2004
CITYCON OYJ
BOARD OF
DIRECTORS

For further information, please contact:
Petri Olkinuora, CEO,
tel. +358 9 6803 6738 or
+358 400 333 256

THIS RELEASE IS NOT TO BE
CONSTRUED AS A DIRECT OR INDIRECT OFFER 
CONCERNING THE POSSIBLE SUBSCRIPTION,
PURCHASE OR SALE OF SHARES. THE 
SHARE OFFERING HAS NOT BEEN MADE, AND WILL
NOT BE MADE, DIRECTLY OR 
INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN 
OR ANY OTHER AREAS IN WHICH ITS OFFERING WOULD BE UNLAWFUL.
NEITHER 
THIS RELEASE NOR ANY INFORMATION CONTAINED HEREIN OR DOCUMENTS
RELATED 
TO IT OR TO THE SHARE OFFERING MAY BE PUBLISHED, DISTRIBUTED OR

FORWARDED BY ANY METHOD TO OR FROM THE UNITED STATES OF AMERICA, 
CANADA,
AUSTRALIA, JAPAN OR ANY OTHER AREAS IN WHICH IT WOULD BE 
UNLAWFUL, INCLUDING
BY MAIL, FAX, E-MAIL OR PHONE. ANY FAILURE TO 
COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE 
SECURITIES LAWS OF THE APPLICABLE
JURISDICTIONS. 

Citycon Oyj
Citycon is a property investment company
specialized in retail 
premises. Citycon plays an active role in owning,
letting, management 
and development of its property portfolio. The book value
of Citycon´s 
property portfolio as of 30 June 2004 was EUR 731.0 million
including 
16 shopping centres and 130 supermarkets and shops in Finland.
Citycon 
is the market leader for shopping centre business in Finland.

In
2003 Citycon's turnover was EUR 78.1 million, profit before 
extraordinary
items and taxes EUR 19.1 million and earnings per share 
were EUR 0.14. At the
end of the second quarter of 2004 Citycon´s 
turnover increased to EUR 44.1
million (EUR 38.7 million), profit 
before extraordinary items and taxes rose
to EUR 11.6 million (EUR 9.9 
million) and earnings per share were EUR 0.08
(EUR 0.07).

The Company's share is quoted on the main list of the Helsinki

Exchanges. The Company is included in international property 
investment
companies' indexes. The EPRA/NAREIT Global Real Estate 
Index and the GPR 250
Property Securities Index serve as comparative 
indexes for international
investors.

APPENDIX
CITYCON OYJ'S SHARE OFFERING 2004

1. Share
subscription and bids
The intention is to increase the share capital by no
less than EUR 
1.35 and no more than EUR 13,500,000.00, by issuing no less
than one 
(1) and no more than ten million (10,000,000) shares ("the Shares",
"a 
Share") of Citycon Oyj ("the Company") with a nominal value of EUR 
1.35.
The intention is to offer all the Shares, in deviation from the 
pre-emptive
subscription rights of shareholders, for subscription by 
institutional
investors who have quoted bids. Each bid must concern a 
tranche of Shares
which may be no less than 50,000 in number and must 
be divisible by one
thousand.

The subscription of the Shares will be implemented as follows. The

Company's Board will, pursuant to its decision of 10 September 2004,

receive bids concerning the Shares from less than one hundred (100)

selected institutional investors. This Share offering is not intended 
to
related parties as defined in chapter 1, section 3 and 4 of the 
Finnish
Companies Act. After expiry of the time reserved for bidding, 
the Company's
Board will, based on the authorization of the Annual 
General Meeting on 15
March 2004, make a decision on the 
implementation and terms of the share
offering most likely on 15 
September 2004. No other than the pre-selected
institutional investors 
has the right to participate in the offering. 

2.
Time and place of receipt of bids
Receipt of bids will commence on 13
September 2004 at 9.00 a.m. 
(Finnish time) and end on 14 September 2004 at
4.00 p.m. (Finnish 
time) unless the period for receipt of bids is extended.
Bids will be 
received by Kempen & Co N.V. at the address Beethovenstraat 300,
1077 
WZ Amsterdam, Netherlands (+31 20 348 8218) or by e-mail

vwil@kempen.nl. The Company's Board may extend the period for receipt 
of
bids.

3. Subscription price and grounds for determining Share subscription

price
Investors will make bids, on the basis of which the Company's Board

will, once the bookbuilding has ended, make a decision on the final

subscription price per Share. Pricing will take account of the 
purchase
offers made by the limited number of Finnish and 
international institutional
investors and the market price of the 
Share. The Share subscription price
will be published in a stock 
exchange release immediately after the decision
on the Share price has 
been made.

4. Dividend rights and other rights
The
Shares subscribed as a result of the share offering will give 
entitlement to
a full dividend payment for the financial year starting 
1 January 2004,
provided the Company's Annual General Meeting decides 
to distribute
dividends. The other rights attached to the Shares will 
take effect after the
share capital increase has been registered.

The Shares will be issued in the
book-entry system.

5. Reasons for deviating from the shareholders'
pre-emptive 
subscription rights
The intention is to deviate from the
shareholders' pre-emptive 
subscription rights because the purpose of the
share offering is to 
expand the shareholder base and to facilitate future
growth. There are 
thus weighty financial reasons from the Company's
perspective to 
deviate from the shareholders' pre-emptive subscription
rights.

6. Early closing of the bookbuilding process
The Company has the
right to close the bookbuilding process in 
consultation with the lead
manager, before 14 September 2004 at 4.00 
p.m. (Finnish time), however, no
earlier than 13 September 2004 at 
4.00 p.m. (Finnish time). An early closing
of the bookbuilding process 
will be notified immediately by a stock exchange
release.

7. Other matters
The Board of Directors of the Company has the
right to reject received 
bids.

The Company's Board will, in its meeting to
be held most likely on 15 
September 2004, decide on the implementation and
terms of the Share 
offering. At the meeting, decisions will be made on the
subscription 
price and payment terms of the Shares, the subscription period
and the 
acceptance and possible rejection of share subscriptions.

The
Company's Board will also decide on other factors related to the 
share
offering and the share capital increase and the practical 
measures arising
from these.

Distribution:
Helsinki Exchanges
Main news
media
www.citycon.fi