Published: 2005-10-19 08:34:27 CEST
Citycon Oyj
Company Announcement
Citycon Oyj prepares a directed share offering to institutional investors
CITYCON OYJ          Stock Exchange Release        19 October 2005 at 8.30
a.m.

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

Citycon Oyj prepares a directed share offering to selected
institutional
investors; receipt of bids will commence today on 19 October
2005 at 9.00 a.m.

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 11,200,000.

Background to the
share offering
Citycon is the market leader in shopping centre business in
Finland and is
focused on 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, but the
Company's business operations have expanded to Sweden
and Estonia through real
estate acquisitions executed in July this year. The
Company continues to assess
business opportunities in Scandinavia and the
Baltic countries and has on 14
September 2005 acquired three retail centres
located in Åkermyntan, Kallhäll and
Fruängen in Stockholm Metropolitan Area,
Sweden. The transaction is expected to
close on 1 November 2005.

In order
to finance the above mentioned transaction and to facilitate
future
acquisitions the Board has decided to prepare a share offering to
institutional
investors. The decision is based on the authorisation granted by
the Annual
General Meeting ("AGM") of Citycon on 5 April 2005. The
authorisation includes a
right to deviate from the shareholders' pre-emptive
subscription right, provided
that the Company has a weighty financial reason
for the deviation, such as
execution of real estate or share purchase
transactions. The Board has decided
that financing of said transaction as well
as any future real estate acquisitions
is a weighty financial reason for
deviation from the shareholders' pre-emptive
subscription right referred to in
the AGM's decision.

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
The share
offering will be implemented through a bookbuilding process where
selected
institutional investors may submit their bids for new shares. The
bookbuilding
will commence on 19 October 2005 at 9.00 a.m. (Finnish time) and end
no later
than 20 October 2005 at 6.00 p.m. (Finnish time) unless the period for
receipt
of bids is extended. The Company is entitled to close the bookbuilding
process
before 20 October 2005 at 6.00 p.m. (Finnish time) after having consulted
with
the lead manager, but not, however, earlier than 19 October 2005 at 6.00
p.m.
(Finnish time). Notice of an early closing of the bookbuilding process will
be
released immediately in a form of a stock exchange release.

Trading of the
new shares is estimated to commence on the main list of the
Helsinki Stock
Exchange on 27 October 2005 subject to the receipt of all
regulatory
approvals. The Company has applied for an exemption from a duty to
publish
listing particulars from the Finnish Financial Supervision Authority.

The
new shares will correspond to 8.96 percent of the Company's share capital
and
voting rights prior to the share offering and approximately 8.22 percent
after
the offering, provided that the offering will be fully subscribed
for.

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

Helsinki, 19 October 2005

CITYCON
OYJ
Board of Directors

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

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 THE 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
Citycon is a property investment company specialized in retail premises.
Citycon
plays an active role in owning, letting, managing and developing its
property
portfolio. The fair value of Citycon´s property portfolio as of 30
September 2005
was EUR 894.2 million. Citycon is the Finnish market leader in
shopping centre
business. owning a total of 18 shopping centres, 16 in
Finland, one in Sweden and
one in Estonia. In addition to these shopping
centres, Citycon owns 127
supermarket and shop properties in Finland.

In
2004 Citycon's turnover was EUR 84.7 million, profit before taxes EUR
26.5
million and earnings per share were EUR 0.22. At the end of September
2005
Citycon´s turnover amounted to EUR 66.5 million (EUR 63.3 million),
profit before
taxes amounted to EUR 33.3 million (EUR 23.2 million) and
earnings per share were
EUR 0.21 (EUR 0.20).

The Company's share is quoted
on the main list of the Helsinki Stock Exchange.
The Company is included in
international property investment company indexes. The
EPRA/NAREIT Global Real
Estate Index and the GPR 250 Property Securities Index
serve as comparative
indexes for international investors.

Distribution:
Helsinki Stock
Exchange
Main news media
www.citycon.fi


APPENDIX

CITYCON OYJ'S
DIRECTED SHARE OFFERING OCTOBER 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 15,120,000.00, by issuing no less than one (1) and no more
than
eleven million two hundred thousand (11,200,000) shares ("the Shares",
and each
"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 right 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 19 October 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 authorisation
granted by the Annual General
Meeting of 5 April 2005, make a decision on the
implementation and terms of
the share offering on or about 20 October 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 19 October
2005 at 9.00 a.m. (Finnish time) and
end on 20 October 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 bookbuilding has ended,
make a decision on the final subscription price per
Share. Pricing will take
place taking into account the bids made by the Finnish
and international
institutional investors and the market price of the Share.
Notice of the Share
subscription price will be released immediately after the
pricing decision in
the form of a stock exchange release.

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 once 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 right
From the shareholders' pre-emptive subscription
right is deviated, because the
purpose of the share offering is to finance the
acquisition of three retail
centres located in Åkermyntan, Kallhäll and
Fruängen in Stockholm Metropolitan
Area, Sweden as well as other future real
estate acquisitions. There is thus a
weighty financial reason from the
Company's perspective to deviate from the
shareholders' pre-emptive
subscription right.

6. Early closing of the bookbuilding process
The
Company has the right to close the bookbuilding process after having
consulted
with the lead manager before 20 October 2005 at 6.00 p.m. (Finnish
time), not,
however, earlier than 19 October 2005 at 6.00 p.m. (Finnish time).
Notice of
an early closing of the bookbuilding process will be released
immediately in a
form of 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 20 October 2005, decide on the
implementation
and terms of the Share offering. At the meeting, decisions will be
taken on
the subscription price and terms of payment of the Shares as well as
the
subscription period.

The Company's Board will decide on other matters
related to the share offering
and the share capital increase as well as on any
practical measures arising
thereof.