Company Announcement (Disclaimer)
Final result of Citycon’s successful rights issue and adjustments to the company’s EPRA EPS (basic) outlook, 2011 option rights and performance share plan 2015 based on the transaction
CITYCON OYJ Stock Exchange Release 13 July 2015 at 12:30 p.m.
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.
All the offered 296,664,209 shares were subscribed for in Citycon Oyj's (“Citycon” or the “Company”) rights issue ended on 7 July 2015. A total of 295,245,808 shares were subscribed for in the primary subscription, representing approximately 99.52 per cent of the shares offered. A total of 41,115,785 shares were subscribed for in the secondary subscription, of which subscriptions for 1,418,401 shares were approved. The rights issue was thus fully subscribed for.
Due to the oversubscription, additional subscription undertakings provided by Gazit-Globe Ltd. and CPP Investment Board Europe S.à r.l., a wholly owned subsidiary of Canada Pension Plan Investment Board, were not utilized and private placement of the offered shares as provided in the terms and conditions of the rights issue was not required.
The net proceeds to Citycon from the rights issue, after the deduction of the estimated fees and expenses payable by Citycon, were approximately EUR 604 million.
The Board of Directors of Citycon has today approved all subscriptions made in the rights issue between 23 June 2015 and 7 July 2015 pursuant to the primary subscription right. The Board of Directors has also approved subscriptions for 1,418,401 shares made pursuant to the secondary subscription in accordance with the terms and conditions of the rights issue. The shareholders and other investors who participated in the secondary subscription will be sent a confirmation letter on or about 14 July 2015 stating the number of shares to be allocated to such shareholder on the basis of the secondary subscription.
The new shares subscribed for in the primary subscription have been subject to public trading on NASDAQ OMX Helsinki Ltd. as interim shares since 8 July 2015. Interim shares will be combined with Citycon’s existing shares when the new shares have been registered with the Finnish Trade Register, which is expected to occur on or about 14 July 2015. Trading in the new shares on the official list of NASDAQ OMX Helsinki Ltd. together with the other Citycon shares (ISIN Code FI0009002471) will commence on or about 14 July 2015.
Following the registration of the new shares in the Finnish Trade Register, the number of Citycon's shares will amount to 889,992,628 shares. All shares subscribed for in the rights issue have been fully paid for.
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 the Company’s shareholder register, on or about 14 July 2015.
Citycon will use the proceeds from the rights issue (together with certain bridge financing arrangements) for the financing of the EUR 1.47 billion acquisition of the Norwegian shopping centre company Sektor Gruppen AS ("Sektor") and related premature redemption by Sektor of all of its outstanding bonds upon closing of the acquisition. Further information on the acquisition, its financing and effects on Citycon has been disclosed in the offering circular relating to the rights issue and in Citycon's stock exchange releases of 25 May 2015 and 18 June 2015.
Danske Bank A/S, Helsinki Branch, Kempen & Co N.V., Pohjola Bank plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acted as joint global coordinators and joint bookrunners in the rights issue (the "Joint Global Coordinators and Joint Bookrunners").
Adjustment to the EPRA EPS (basic) outlook based on the rights issue
According to the outlook announced by Citycon on 30 April 2015, the Company forecasted, based on the existing number of shares, that its EPRA EPS (basic) will in 2015 be EUR 0.175–0.195. As the EPRA EPS (basic) forecast is based on the number of shares in the Company, Citycon has today adjusted the EPRA EPS (basic) forecast to reflect the increased number of shares as a result of the rights issue and forecasts that its EPRA EPS (basic) will be EUR 0.155–0.175 based on the combined property portfolio of Citycon and Sektor and the increased number of shares after the completion of the rights issue.
Adjustment of the terms and conditions of the 2011 stock options
As a consequence of the rights issue, the Board of Directors of the Company has also today confirmed the adjustments made on 15 June 2015 to the subscription ratio and the subscription price of the 2011 stock options to ensure the equal treatment of shareholders and the holders of the Company’s 2011 stock options. The subscription price for stock options 2011A—D(I) was adjusted to EUR 2.5380 per share and the subscription ratio to 2.0169. As regards stock options 2011A—D(II), the subscription price was adjusted to EUR 2.6075 per share and the subscription ratio to 2.0169. As regards stock options 2011A—D(III), the subscription price was adjusted to EUR 2.2703 per share and the subscription ratio to 2.0169.
The total number of shares is rounded down to full shares in connection with the subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent. Due to the above adjustments, the adjusted maximum total number of shares to be subscribed for based on the 2011 stock options shall be 12,474,526.
The foregoing adjustment to the terms and conditions of the 2011 stock options due to the rights issue will be effective as of its registration in the Trade Register on or about 14 July 2015.
Adjustment of the terms and conditions of the performance share plan 2015
On 11 February 2015 Citycon announced that the Board of Directors had approved a performance share plan 2015 for the group key employees. The Board of Directors of the Company has on 15 June 2015, due to the rights issue, decided to adjust the amount of the maximum reward and the performance criterion under the performance share plan 2015 in accordance with the terms and conditions of the plan. Accordingly, the Board of Directors has today confirmed that the maximum total number of shares that can be paid under the performance share plan 2015 is adjusted to 3,815,646 shares.
Helsinki, 13 July 2015
Board of Directors
Vice President, Investor Relations and Communications
Tel. +358 50 554 4296
Citycon is a leading owner, manager and developer of urban grocery-anchored shopping centres in the Nordic and Baltic region, managing assets that total approximately EUR 3.4 billion and with market capitalisation of EUR 1.8 billion. Citycon is the No. 1 shopping centre owner in Finland and Estonia and among the market leaders in Sweden. Citycon has also established a foothold in Denmark. www.citycon.com
This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Citycon does not intend to register any portion of the Rights Issue in the United States or to conduct a public offering of securities in the United States. The Joint Global Coordinators and Joint Bookrunners will not engage in any actions or assume any responsibility with regard to the Rights Issue within the United States. The offering of the Subscription Rights and the New Shares to the eligible shareholders in the United States will be the sole responsibility of 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.
No public offer or invitation to acquire securities of Citycon is being made by or in connection with this release. Any such offer will be made solely by means of a prospectus once it has been approved by the Finnish Financial Supervisory Authority and published in accordance with the law, and any supplement thereto. This document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Hong Kong or Japan or to any other jurisdiction where such announcement or publication would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Each of the Joint Global Coordinators and Joint Bookrunners and their respective affiliates are acting exclusively for the Company and no one else in connection with the Rights Issue. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Rights Issue or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by the Joint Global Coordinators and Joint Bookrunners as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Joint Global Coordinators and Joint Bookrunners assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Any subscription for shares in the proposed Rights Issue should be made solely on the basis of the information contained in the prospectus to be issued by Citycon in due course.
This announcement contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Citycon disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law.