CITYCON OYJ Stock exchange release 27 February 2024 at 10:55 hrs
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
Citycon Treasury B.V. (the “Offeror”) announces today its invitation to holders of its outstanding EUR 310,342,000 2.50 per cent Guaranteed Notes due 2024 guaranteed by Citycon Oyj (the “Guarantor”) (ISIN: XS1114434167) issued in separate tranches on 1 October 2014 and 10 June 2020 (the “Securities”), to tender any and all of their Securities for purchase by the Offeror for cash (the “Offer”) on the terms and subject to the conditions set out in the tender offer memorandum dated 27 February 2024 (the “Tender Offer Memorandum”) prepared by the Offeror. The Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
A summary of certain terms of the Offer appears below:
| Securities | ISIN / Common Code | Current Coupon | Outstanding Principal Amount | First Optional Par Redemption Date | Maturity Date |
Purchase Price per EUR 1,000 |
Amount subject to the Offer |
| EUR 310,342,000 2.50 per cent Guaranteed Notes due 2024 | XS1114434167 / 111443416 | 2.50 per cent. | EUR 310,342,000 | 1 July 2024 | 1 October 2024 | EUR 991.25 | Any and all |
Rationale for the Offer
The purpose of the Offer, in conjunction with the issue of the New Notes (as defined below), is, amongst other things, to refinance the Offeror’s short-term debt maturities and manage the Offeror’s and the Guarantor’s debt maturity profile.
Details of the Offer
Purchase Price
The price the Offeror will pay for Securities validly tendered and accepted for purchase by the Offeror pursuant to the Offer will be EUR 991.25 per EUR 1,000 in principal amount.
Accrued Interest Payment
The Offeror will also pay, on the Settlement Date, an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offer.
Financing Condition
The Offeror is commencing the Offer as part of a refinancing transaction pursuant to which the Offeror, in its capacity as issuer, announced on 27 February 2024 its intention to issue, on or prior to the Settlement Date, and subject to market conditions, new Euro denominated senior unsecured notes (the “New Notes”) unconditionally and irrevocably guaranteed by the Guarantor, on terms and conditions reasonably satisfactory to the Offeror and the Guarantor. The Offeror intends to use a portion of the net proceeds from the New Notes to fund the purchase of the Securities (if any) in the Offer.
Whether the Offeror will purchase any Securities validly tendered in the Offer is subject, without limitation, to the satisfaction (or waiver) of the Financing Condition, being the successful completion (in the sole determination of the Offeror) of the issue of the New Notes. Even if the Financing Condition is satisfied (or waived), the Offeror is not under any obligation to accept for purchase any Securities validly tendered pursuant to the Offer.
Priority Allocation of the New Notes
The Offeror will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to validly tender Securities pursuant to the Offer, and, if so, the aggregate nominal amount of Securities tendered or firmly intended to be tendered by such investor. When considering allocations of the New Notes, the Offeror intends to give preference to those investors who, prior to such allocation, have validly tendered, or indicated their firm intention to validly tender, Securities. Any such preference will be at the sole and absolute discretion of the Offeror, but will not exceed the aggregate nominal amount of Securities validly tendered or firmly indicated to be validly tendered pursuant to the Offer. The Offeror is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to validly tender the Securities pursuant to the Offer and, if any such New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Securities tendered by such Holder and accepted for purchase by the Offeror pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being €100,000). Any allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures.
Holders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offer and any Holder that wishes to subscribe for New Notes in addition to tendering Securities for purchase pursuant to the Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Securities for purchase pursuant to the Offer and the quantum of Securities that it intends to tender in order for this to be taken into account as part of the New Notes allocation process
No Scaling of Tenders
If the Offeror decides to accept any Securities for purchase pursuant to the Offer, the Offeror intends to accept for purchase all of the Securities that are validly tendered in full, with no pro rata scaling.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Holders must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 4 March 2024 (the “Expiration Deadline”).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Indicative Timetable for the Offer
| Events | Times and Dates |
| (All times are London time) | |
| Commencement of the Offer Offer announced. Tender Offer Memorandum available from the Tender Agent. |
27 February 2024 |
| Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offer. |
4.00 p.m. on 4 March 2024 |
| Announcement of ResultsAnnouncement of the Offeror’s decision of whether to accept valid tenders of Securities pursuant to the Offer and, if so accepted, announcement of (i) the aggregate principal amount of the Securities to be purchased pursuant to the Offer (subject to satisfaction or waiver of the Financing Condition on or prior to the Settlement Date), and (ii) the total purchase consideration for Securities validly tendered and accepted for purchase (including Accrued Interest Payments). | As soon as reasonably practicable following the Expiration Deadline (expected to be on 5 March 2024) |
| Settlement Date Expected Settlement Date for the Offer. |
7 March 2024 |
The above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Holders are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Securities by when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See “Procedures for Participating in the Offer” in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication via the RIS publication section of the website of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) (https://direct.euronext.com/#/rispublication) and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Holders may contact the Dealer Managers for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Danske Bank A/S (Telephone: +45 33 64 88 51, Email: liabilitymanagement@danskebank.dk, Attention: Debt Capital Markets) and Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 80 11; Attention: Liability Management Group) are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: citycon@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/citycon) is acting as Tender Agent for the Offer.
Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other nominee or intermediary must contact such entity if it wishes to tender such Securities pursuant to the Offer. None of the Offeror, the Guarantor, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should tender Securities pursuant to the Offer.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Securities (and tenders of Securities in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the relevant Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
United States: The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Securities cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within, or by persons located or resident in, the United States or by any U.S. Person. Any purported tender of Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
This announcement is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes and the guarantee thereof have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.
Each Holder participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy: None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”). The Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Securities can tender some or all of their Securities pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Offer.
United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France: The Offer is not being made, directly or indirectly, in the Republic of France (“France”). None of this announcement, or the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or shall be distributed in France other than to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. The Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Finland: None of the Offer, this announcement or the Tender Offer Memorandum shall be deemed to constitute any offering of securities or any bid for securities as defined in the Finnish Securities Market Act (746/2012, as amended). The Offer is not made to the public either inside or outside of the Republic of Finland (“Finland”). The Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be approved or authorised by the Finnish Financial Supervisory Authority nor any other competent authority.
CITYCON
For further information, please contact:
Sakari Järvelä
CFO
Tel. +358 50 387 8180
sakari.jarvela@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate featuring modern, necessity-based retail with residential, office and municipal service spaces that enhance the communities in which they operate. Citycon is committed to sustainable property management in the Nordic region with assets that total approximately EUR 4.0 billion. Our centres are located in urban hubs in the heart of vibrant communities with direct connections to public transport and anchored by grocery, healthcare and other services that cater to the everyday needs of customers.
Citycon has an investment-grade credit rating from Standard & Poor's (BBB-). Citycon’s shares are listed on Nasdaq Helsinki Ltd.