Citycon resolved on reverse split related adjustments to the share-based incentive schemes
CITYCON OYJ Stock Exchange Release 13 March 2019 at 17:25 hrs
Citycon Oyj’s Annual General Meeting resolved today 13 March 2019 that the number of shares in the company will be reduced without reducing the share capital by merging each five shares in the company to one share (so-called reverse share split). Due to the reverse share split, the Board of Directors has today decided to amend the company’s share-based incentive schemes (“LTI Programs”) in such manner that the reverse share split is taken into account therein in the proportion mentioned above.
The Board of Directors resolved to make the following key adjustments, which shall take effect upon the registration of the reverse share split, with respect to the LTI Programs and their participants (as defined in the terms of the LTI Programs) in accordance with the terms and conditions of each LTI Program. The registration of the reverse share split will take place on or about 18 March 2019 at the latest.
Matching share plan 2018–2020
The number of shares subject to the share ownership prerequisite (as defined in the terms of matching share plan 2018–2020) of each participant for the matching period 2018–2019 shall be divided by five and rounded down to the nearest whole share, if necessary, to reflect the effect of the reverse share split. The new maximum total amount of reward (after the registration of the reverse share split) for the matching period 2018–2019 shall correspond to the value of an approximate maximum total of 40,000 Citycon shares, and for the matching period 2019–2020 an approximate maximum total of 21,300 Citycon shares, excluding any cash proportion to cover taxes and tax-related costs arising from the reward.
CEO restricted share plan 2018–2021, restricted share plan 2018–2020, performance share plan 2015 and restricted share plan 2015
The current maximum total amounts of unpaid rewards under each of the above LTI Programs shall be divided by five and the new maximum total amounts (after the registration of the share split) shall therefore correspond to the approximate value of 120,000 shares for CEO restricted share plan 2018–2021, 40,000 shares for restricted share plan 2018–2020, 274,877 shares for performance share plan 2015 (for the performance period 2017–2019) and 140,000 shares for restricted share plan 2015.
For each of the above LTI Programs, the number of shares allocated but not yet paid to each participant as reward shall be divided by five and rounded up to the nearest whole share, if necessary.
Adjustments to former CEO additional severance payment
The Company’s former CEO, Marcel Kokkeel, is under his termination agreement entitled to 100,000 Citycon shares as additional severance payment. In accordance with the termination agreement, such shares are to be delivered to him on or promptly after the termination date 1 May 2019.
The Board of Directors resolved that the number of shares to be delivered as additional severance payment will, due to the reverse share split, be divided by five so that 20,000 shares will be delivered to the leaving CEO.
Espoo, 13 March 2019
For further information, please contact:
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 50 557 9137
IR and Communications Director
Tel. +358 40 838 0709
Citycon is a leading owner, manager and developer of urban, grocery-anchored shopping centres in the Nordic region, managing assets that total approximately EUR 4.5 billion. Citycon is No. 1 shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia. Citycon has also established a foothold in Denmark.
Citycon has investment-grade credit ratings from Moody's (Baa2) and Standard & Poor's (BBB-). Citycon Oyj’s share is listed in Nasdaq Helsinki.