CITYCON OYJ STOCK EXCHANGE ANNOUNCEMENT
26 August
2004 at 1.15 p.m.
CITYCON OYJ APPLIES FOR LISTING OF THE 1999C-WARRANTS
ON THE
MAIN LIST OF THE HELSINKI EXCHANGES
Citycon Oyj applies for
listing of all 1999C-warrants on the
Helsinki Exchanges Main List so that the
listing commences
approximately on 1 September 2004. Before listing the
1999C-
warrants will be merged in the listed 1999 A/B-warrants.
The total
number of C-warrants is 1,900,000. Each C-warrant
entitles its holder to
subscribe for one Citycon Oyj share. In
the aggregate, the C-warrants entitle
holders to subscribe for
1,900,000 shares in Citycon Oyj. The present share
subscription
price with A/B- and C-warrants is EUR 1.54/share. The dividends
payable annually shall be deducted from the share subscription
price.
The shares can be subscribed with the C-warrants during 1
September 2004
– 30 September 2007.
CITYCON OYJ
Petri Olkinuora
CEO
Further
information is available from:
Mr Petri Olkinuora, CEO, on +358 400 333
256
Distribution:
Helsinki Exchanges and main media
ENCL
Terms and
Conditions of the Warrants 1999
WARRANTS IN CITYCON OYJ (FORMER
KIINTEISTĂ–SIJOITUS OYJ CITYCON)
At its meeting on 4 November 1999 the
Extraordinary General
Meeting of Shareholders of Citycon Oyj has resolved to
issue
warrants to the personnel of the Citycon Group on the following
terms
and conditions. The warrant terms have been amended to
correspond to euro
denomination by the resolution of the Annual
General Meeting of Shareholders
on 26 March 2002.
I WARRANT TERMS
1. Number of warrants
The number of
warrants issued will be 5,500,000, which entitle
to subscribe for 5,500,000
shares in Citycon Oyj.
2. Warrants
Of the warrants 1,800,000 will be
marked with the letter A,
1,800,000 with the letter B and 1,900,000 with the
letter C.
The persons to whom warrants will be issued will be notified in
writing by the Company about the offer of warrants. The warrants
will be
delivered to the recipient when he or she has accepted
the offer of the
Company. Warrant certificates shall, upon
request, be delivered to the
warrant holder at the start of the
relevant share subscription period unless
the warrants have been
transferred to the book-entry system.
3. Right to
warrants
The warrants shall, with deviation from the shareholders'
pre-
emptive right to subscription, be issued to the personnel of the
Citycon Group and to Veniamo-Invest Oy. It is proposed that the
shareholders' pre-emptive right to subscription be disapplied,
since the
warrants are intended to form part of the Group's
incentive program for the
personnel.
4. Distribution of warrants
The Board of Directors decides
upon the distribution of the
warrants. Warrants shall be issued to Veniamo
Invest Oy to the
extent that these are not distributed to the personnel of
the
Citycon Group. The Board of Directors of Citycon Oyj will
decide, at a
later date, upon the distribution of the warrants
granted to the subsidiary
to the employed personnel of the
Citycon Group.
5. Transfer of warrants
and obligation to offer warrants
The warrants are freely transferable when
the relevant share
subscription period has begun. The Board of Directors may,
as an
exception to the above, permit the transfer of a warrant also at
an
earlier date.
Should a subscriber cease to be employed by or in the service
of
the Citycon Group before 1 September 2004 for any other reason
than
retirement or death then such person shall without delay
offer to the
Company, free of charge, those warrants for which
the share subscription
period in accordance with Section II.2
had not begun at the last day of such
person's employment or
service.
II TERMS AND CONDITIONS OF THE SHARE
SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its
holder to subscribe for one (1) share
in Citycon Oyj with a nominal value of
one euro and thirty-five
cents (EUR 1.35). As a result of the subscriptions
the share
capital of Citycon Oyj may be increased by a maximum of
5,500,000
new shares, i.e., by a maximum of EUR 7,425,000.
2. Share subscription and
payment
The subscription period shall begin:
for warrant A on 1 September
2000
for warrant B on 1 September 2002
for warrant C on 1 September
2004.
The share subscription period shall end on 30 September 2007 for
all
warrants.
The share subscription shall take place at the head office of
Citycon Oyj and possibly at another location to be determined
later.
Payment of shares subscribed shall be effected on
subscription.
3. Share
subscription price
The share subscription price shall be two euro (EUR 2).
From the
share subscription price shall, as per the dividend record date,
be deducted the amount of dividend distributed after 4 November
1999 but
before the date of share subscription. The share
subscription price shall,
nevertheless, always amount to at
least the nominal value of the share.
4.
Registration of shares
Shares subscribed for and fully paid shall be
registered in the
book-entry account of the subscriber.
5. Shareholder
rights
Shares shall entitle to dividend for the financial year in which
the share subscription takes place. Other shareholder rights
shall commence
when the increase of the share capital has been
entered into the Trade
Register.
6. Share issues, convertible bonds and warrants before share
subscription
Should the Company, before the subscription for shares, raise
its share capital through an issue of new shares, or issue
convertible
bonds or warrants relating to shareholding in
Citycon Oyj, a warrant holder
shall have the same right as or an
equal right to that of a shareholder.
Equality is reached in the
manner determined by the Board of Directors by
adjusting the
number of shares available for subscription, the subscription
price or both of these.
Should the Company, before the subscription for
shares, increase
its share capital by way of a bonus issue, the subscription
ratio shall be amended so that the ratio to the share capital of
shares to
be subscribed for by virtue of warrants remains
unchanged. If the number of
shares that can be subscribed for by
virtue of one warrant should be a
fraction, the fractional part
shall be taken into account by reducing the
subscription price.
7. Rights in certain cases
If the Company reduces its
share capital before the subscription
of shares, the subscription right
accorded by the terms of the
warrant shall be adjusted accordingly, as
specified in the
resolution to reduce the share capital.
If the Company is
placed in liquidation before the subscription
of shares, the warrant owner
shall be given an opportunity to
exercise his/her subscription right before
the liquidation
begins, within a period of time determined by the Board of
Directors.
If the Company resolves to merge in another company as the
company being acquired or in a company to be formed in a
combination merger
or if the Company resolves to be divided, the
warrant owner shall, before the
merger or division, be given the
right to subscribe for the shares within the
period of time
determined by the Board of Directors. After such date no
subscription right shall exist.
If the Company resolves to acquire its own
shares after the
share subscription period has begun by an offer made to all
shareholders, the warrant owner shall be made an equivalent
offer. In other
cases the acquisition of the Company's own
shares does not require the
Company to take any action in
relation to the warrant. If according to the
Companies Act a
redemption right is created for a shareholder to the shares
of
the other shareholders, the warrant owner shall be given a right
equal
to that of the shareholders to sell his warrants to the
shareholder with the
redemption right.
If the nominal value of the share is changed while the
share
capital remains unchanged, the subscription terms shall be
amended so
that the total nominal value of the shares available
for subscription and the
total subscription price remain the
same.
Converting the Company from a
public company into a private
company will not affect the terms and
conditions of the
warrants.
8. Dispute resolution
Disputes arising in
relation to the warrants shall be settled by
arbitration in accordance with
the Arbitration Rules of the
Central Chamber of Commerce.
9. Other
matters
The Board of Directors may decide on the transfer of the
warrants
to the book-entry system at a later date and on the
resulting technical
amendments to the terms and conditions.
Other matters related to the warrants
are decided on by the
Board of Directors. The warrant documentation is kept
available
for inspection at the head office of Citycon Oyj in Helsinki.
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