TERMS AND CONDITIONS OF THE RIGHTS ISSUE
Background
Citycon Oyj (the “Company”) and CPP Investment Board European Holdings S.à r.l (“CPPIBEH”), a
wholly owned subsidiary of Canada Pension Plan Investment Board, an investment management
organization investing the funds of the Canada Pension Plan, entered on 12 May 2014 into an agreement
on an overall arrangement whereby the Company would strengthen its balance sheet by raising
approximately EUR 400 million of new capital and CPPIBEH would become a significant strategic
shareholder in the Company. The arrangement consists of a directed share issue of approximately EUR
206.4 million to CPPIBEH (the “Directed Share Issue”) as well as the subsequent rights issue (the “Rights
Issue”) of approximately EUR 196.5 million pursuant to the pre-emptive subscription rights of the
Company’s shareholders (together the “Transaction”).
On 6 June 2014, the Extraordinary General Meeting of the Company authorised the Company’s Board of
Directors to decide on the issuance of a maximum of 74,166,052 shares pursuant to the pre-emptive
subscription rights of the shareholders. The authorisation will be valid until 31 December 2014.
On 8 June 2014, the Board of Directors of the Company resolved, based on the above authorisation of the
Extraordinary General Meeting, to issue a maximum of 74,166,052 new shares through a share issue
based on the pre-emptive subscription right of shareholders as set forth in the below terms and conditions
of the Rights Issue.
The new shares to be issued in the Rights Issue represent approximately 14.3 per cent of the total shares
and voting rights in the Company after the registration in the Trade Register of the shares to be issued in
Directed Share Issue on or about 10 June 2014 and approximately 12.5 per cent of the total shares and
voting rights in the Company after the Rights Issue assuming that the Rights Issue is subscribed in full.
CPPIBEH, who as a result of the Directed Share Issue will own 77,874,355 shares in the Company on the
Record Date (as defined below) of the Rights Issue, and the two other largest shareholders of the
Company, Gazit-Globe Ltd. and Ilmarinen Mutual Pension Insurance Company, have undertaken, subject
to certain conditions, to subscribe for their respective pro rata share of the new shares to be issued in the
Rights Issue as follows: CPPIBEH 11,124,907 new shares, Gazit-Globe Ltd. 31,082,098 new shares and
Ilmarinen Mutual Pension Insurance Company 5,659,341 new shares.
The three subscription undertakings represent in the aggregate approximately 64.54 per cent of the
maximum amount of new shares issued in the Rights Issue.
In addition, Gazit-Globe Ltd. and CPPIBEH (the “Underwriters”) have provided underwriting
commitments according to which they commit, subject to certain conditions, to underwrite the Rights
Issue up to an aggregate subscription price of EUR 42.6 million and EUR 27.1 million, respectively (less
the subscription price for any new shares potentially subscribed for in the secondary subscription). The
underwriting by CPPIBEH will only apply to new shares to be issued in the Rights Issue that may remain
unsubscribed for after the underwriting commitment provided by Gazit-Globe Ltd. has been used in full.
Rights Issue will be executed on the condition that the shares to be issued in the Directed Share Issue are
subscribed for in full and registered in the Trade Register before the Record Date (as defined below) of
the Rights Issue.
Terms and Conditions of the Rights Issue
Right to Subscribe
Primary Subscription Right
The new shares (the “New Shares”) will be offered for subscription by the shareholders of the Company
in proportion to their shareholding in the Company.
2 (5)
A shareholder who is registered in the Company’s shareholder register maintained by Euroclear Finland
Ltd on the record date of 12 June 2014 of the Rights Issue (“Record Date”) will automatically receive one
(1) freely transferable subscription right (the “Subscription Right”) as a book-entry (ISIN Code
FI4000099262) for every one (1) share owned on the Record Date (the “Primary Subscription Right”).
A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is
entitled to subscribe for one (1) New Share for every seven (7) Subscription Rights. No fractions of New
Shares will be allotted.
Secondary Subscription
Further, a shareholder or other investor, including any of the Underwriters, who has subscribed for New
Shares based on the Primary Subscription Right, is entitled to subscribe for New Shares not subscribed
for by virtue of the Primary Subscription Right (the “Secondary Subscription”).
Subscription Price
The subscription price is EUR 2.65 per share (the “Subscription Price”). The Subscription Price is the
same as the subscription price in the Directed Share Issue. The Subscription Price has been agreed in
negotiations between CPPIBEH and the Company, and the Company believes that it represents a fair
price in light of other equity issues in the real estate sector in Europe in the past and reflects the historical
average trading prices of the Company over the last six (6) months. The Subscription Price will be
recorded in its entirety in the invested unrestricted equity fund.
The Subscription Price is approximately 2.2 per cent lower than the closing price of the Company’s share
on the NASDAQ OMX Helsinki (“Helsinki Stock Exchange”) on 12 May 2014, i.e. the trading day
immediately preceding the announcement of the Transaction, and approximately 1.7 per cent higher than
