CITYCON OYJ Press Release
13 May 2014at 09:10 hrs NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICAOR JAPANOR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Cityconis issuing approximately EUR 200 millionin a directed share issue to CPP Investment Board European Holdings S.Àr.l, a wholly owned subsidiary of Canada Pension Plan Investment Board, for 15 per cent of the shares and voting rights in Citycon. Following the directed issue, Cityconwill offer a rights issue of approximately EUR 200 millionto its shareholders Citycon Oyj, a leading owner and developer of shopping centres in the Nordic and the Balticcountries, is raising approximately EUR 400 millionof new capital of which approximately EUR 200 millionwill be raised through a directed share issue to CPP Investment Board European Holdings S.Àr.l (“CPPIBEH”), a wholly owned subsidiary of Canada Pension Plan Investment Board(“CPPIB”), an investment management organisation investing the funds of the Canada Pension Plan. Upon closing of the directed share issue, CPPIBEH will become a significant strategic shareholder in Cityconwith an ownership interest representing 15 per cent of the shares and voting rights in Citycon. The transaction is conditional on the receipt of necessary authorisations at the extraordinary general meeting of Cityconshareholders (EGM) to be held in June 2014. Subsequent to the directed share issue, a rights issue of approximately EUR 200 millionis being offered to Citycon’s shareholders. The subscription price will be the same in both share issues: EUR 2.65per share, approximately 2.2 per cent lower than the closing price of Citycon’s share on 12 May 2014and approximately 1.7 per cent higher than the dividend adjusted volume-weighted average trading price of its share on NASDAQ OMX Helsinki Ltd.during the preceding three months. Gazit-Globe and CPPIBEH together with Ilmarinen Mutual Pension Insurance Company, have undertaken, subject to certain conditions, to subscribe for their respective pro rata entitlement in the rights issue. In addition, Gazit-Globe and CPPIBEH together will fully underwrite the rights issue, subject to certain conditions. Cityconwill use the proceeds of the directed share issue and rights issue to make an approximately EUR 300 milliondebt repayment, thereby further deleveraging the company’s balance sheet and giving it the freedom to recycle capital accretively by pursuing select acquisitions and (re)development projects of supermarket-anchored shopping centres in dense urban locations in the Nordic and Balticregions. As part of the transaction, two new board members nominated by CPPIBEH are proposed to replace two existing members on Citycon’s Board of Directors. This is the second transaction between CPPIB and Citycon, which first joined forces in December 2012to acquire Kista Galleria, one of the largest and most successful shopping centres in the Stockholmarea. The property value in that deal was approximately EUR 530 million. Graeme Eadie, Senior Vice-President, Real Estate Investments, CPPIB: “This investment enables us to expand our retail platform in the Nordic region which continues to be an attractive retail market. Cityconis one of the leading retail owner/operators in the Nordics whom we know well through our joint ownership in Kista Galleria. We look forward to expanding our partnership with Citycon, and its major shareholder Gazit-Globe, as they continue to grow the business.” Marcel Kokkeel, Citycon Oyj’s CEO: “We are pleased to receive another globally recognised real estate investor as one of Citycon’s strategic shareholders. This will further enhance our profile as one of the shopping centre industry leaders and further strengthen our financing position. We appreciate the commitment that our major shareholders Gazit-Globe and Ilmarinen have given to the transaction.” Chaim Katzman, Chairman of Cityconand Gazit-Globe Ltd.: “This is a vote of confidence in Cityconby CPPIB, which is one of the world’s largest investment funds with global real estate assets of over US$20 billion. The investment signals CPPIB’s recognition of the ability of Citycon’s management to navigate the long-term strategic growth of Nordic and Balticshopping centres.” About Citycon Citycon Oyj(NASDAQ OMX: CTY1S) is a leading owner and manager of urban grocery-anchored shopping centres in the Nordic and Balticregion, managing assets that total approximately EUR 3.3 billionand with market capitalisation of more than EUR 1 billion. For more information about Citycon, please visit www.citycon.com. About CPPIB Canada Pension Plan Investment Board(CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 18 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. At December 31, 2013, the CPP Fundtotalled C$201.5 billionof which C$21.9 billionrepresents real estate investments. For more information about CPPIB, please visit www.cppib.com. About Gazit-Globe Gazit-Globe is one of the largest owners, developers and operators of predominantly supermarket-anchored shopping centers in major urban markets around the world. The group owns and operates 577 properties in more than 20 countries, with a gross leasable area of approximately 6.6 million square meters and a total value of more than US$ 22 billion. For more information about Gazit Globe, please visit www.gazitglobe.com For further information, please contact: Marcel Kokkeel, Citycon, CEO, Tel. +358 20 766 4465 firstname.lastname@example.org Press contact: Henrica GinstrÖm, Citycon, IR Manager, Tel. +358 50 554 4296 email@example.com Linda SimsCPPIB, Director, Media Relations Tel. +1 416 868 8695 firstname.lastname@example.org DISCLAIMER This release is not an offer for subscription for shares in the Company. A Finnish prospectus relating to the rights issue referred to in this release and the subsequent listing of the new shares at NASDAQ OMX Helsinki Ltd.will be prepared and filed with the Finnish Financial Supervisory Authorityprovided that the rights issue will be carried out. 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 Africaor 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 Statesabsent 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 Statesor to conduct a public offering of securities in the United States. 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