Published: 2005-07-25 07:37:00 CEST
Citycon Oyj
Company Announcement
Citycon Oyj preparing a directed share offering
CITYCON OYJ          STOCK EXCHANGE RELEASE        25 July 2005 at 8.35
a.m.

Citycon Oyj preparing a directed share offering to selected
institutional
investors; receipt of bids will commence today on 25 July
2005

NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN

The Board of Directors ("Board") of Citycon Oyj ("Citycon" or "the
Company") has
decided to start preparations for a directed share offering.
Citycon shares will
be offered to a limited number of selected Finnish and
international
institutional investors. The maximum number of new shares to be
offered for
subscription is 12,000,000 (twelve million).

Background to the
share offering
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
Citycon is the market leader for shopping centre business in Finland and
is
focused on realizing long term accretive growth by expanding its
property
portfolio through acquisitions and property development, by
streamlining its
operations and by expanding its geographical scope. The
Company's ability to
acquire, develop and upgrade retail business premises and
service solutions opens
up new opportunities for growth. Citycon's main
geographical business area is
Finland, although the Company is simultaneously
assessing business opportunities
in the Scandinavian and Baltic countries. In
the beginning of July 2005 the
Company's operations expanded to Sweden as the
Company acquired the Åkersberga
shopping centre in greater Stockholm area. As
an instrument to finance partly the
acquisition of Rocca al Mare shopping
centre in Tallinn, Estonia executed on 21
July 2005 the Board has decided to
prepare a share offering for institutional
investors. The deviation from the
shareholders' pre-emption right relates to the
need to obtain in an efficient
manner financing for the said acquisition of Rocca
al Mare shopping centre.
The Board has decided that financing acquisitions is an
important financial
reason 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 5 April 2005.

For financing future real estate acquisitions, the
Board will be using both
equity and debt instruments. Should in the near
future new acquisitions
materialize, the Board will also consider financing
these partly by means of a
rights issue.

Implementation of the share
offering
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
The share offering will be implemented through a bookbuilding process
which
collects the bids for new shares made by selected institutional
investors.
Receipt of bids will commence on 25 July 2005 at 9.00 a.m. (Finnish
time) and
will end no later than 26 July 2005 at 6.00 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 26 July 2005
at 6.00 p.m. (Finnish time), however not earlier than 25
July 2005 at 6.00 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
Stock Exchange on 3 August 2005 subject to the receipt of all
regulatory
approvals. The Company will publish listing particulars prior to
the commencement
of public trading.

The new shares will correspond to
approximately 10.6 percent of the Company's
share capital and voting rights
prior to the share offering and approximately 9.6
percent after the offering,
provided that the offering is fully subscribed for.

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

Helsinki, 25 July 2005

CITYCON OYJ
BOARD OF DIRECTORS

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

THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO
SELL OR A SOLICITATION OF ANY
OFFER TO BUY THE SECURITIES OF CITYCON OYJ IN
THE UNITED STATES OR IN ANY OTHER
JURISDICTION.

THE SECURITIES ARE NOT
BEING REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE
"SECURITIES ACT") AND MAY ONLY BE OFFERED OR SOLD IN THE UNITED
STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S
UNDER THE SECURITIES ACT) IF REGISTERED UNDER THE SECURITIES ACT OR
AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. ANY PUBLIC OFFERING
OF
SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A
PROSPECTUS
THAT MAY BE OBTAINED FROM THE COMPANY AND THAT WILL CONTAIN
DETAILED INFORMATION
ABOUT THE COMPANY AND MANAGEMENT AS WELL AS FINANCIAL
STATEMENTS.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN RECEIPTED UNDER
A PROSPECTUS
PURSUANT TO APPLICABLE CANADIAN PROVINCIAL SECURITIES LAWS
("CANADIAN PROVINCIAL
LAWS") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL RECEIPTED UNDER A
PROSPECTUS PURSUANT TO APPLICABLE
CANADIAN PROVINCIAL LAWS, SUBJECT TO
APPLICABLE EXEMPTIONS.

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 AUSTRALIA, JAPAN OR
ANY OTHER AREAS IN WHICH IT'S 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
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
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
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 fair value of Citycon´s property portfolio as of
30 June
2005 was EUR 754.7 million including 16 shopping centres and 127
supermarkets and
shops in Finland. Citycon is the market leader for shopping
centre business in
Finland.

In 2004 Citycon's turnover was EUR 88.6
million, profit before extraordinary
items and taxes EUR 24.2 million and
earnings per share were EUR 0.17. At the end
of the second quarter of 2005
Citycon´s turnover amounted to EUR 42.5 million
(EUR 42.2 million), profit
before taxes amounted to EUR 17.2 million (EUR 14.6
million) and earnings per
share were EUR 0.11 (EUR 0.14).

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

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


APPENDIX
NOT FOR DISTRIBUTION IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN

CITYCON OYJ'S SHARE OFFERING 2005

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 16,200,000.00, by issuing no less
than one  (1)  and  no  more  than
twelve million (12,000,000) 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
Finnish and international  institutional  investors  who  have
submitted 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 25 July 2005, receive bids concerning  the
Shares
from selected institutional investors. After expiry of  the  time 
reserved
for bidding, the Company's Board will, based on the authorization  of
 the  Annual
General Meeting on 5 April 2005, make a decision on the
implementation  and  terms
of the share offering on or about 26 July 2005.
Only  the  selected  institutional
investors have the right to participate in
the offering.

2. Time and place of receipt of bids
Receipt of bids will
commence on 25 July 2005 at 9.00 a.m. (Finnish time) and  end
on 26 July 2005
at 6.00 p.m. (Finnish time) unless the period for receipt of  bids
is
extended. Bids will be received by Kempen & Co at the  address 
Beethovenstraat
300,  1077  WZ  Amsterdam,  Netherlands  (+31  20   348  
8213)   or   by   e-mail
wkas@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 book building has ended, make a
decision on the final subscription  price  per
Share.  Pricing  will  take 
account  of  the  bids  made  by  the   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  2005,  provided
the Company's 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 finance the acquisition  of
Rocca al
Mare shopping centre in Tallinn, Estonia.  There  is  thus  an 
important
financial reason 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 sole lead manager, before 26 July 2005 at
6.00 p.m. (Finnish  time),  however,
no earlier than 25 July 2005 at 6.00 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 on or about  26  July  2005,  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
bids.

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.