CITYCON OYJ Stock exchange release 6 June 2024 at 12:15 hrs
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON AS DEFINED IN REGULATION S OF THE SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (COLLECTIVELY, “THE UNITED STATES”) OR IN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
On 28 May 2024, Citycon Oyj (“Citycon” or the “Company”) announced the launch of an offer to holders of the outstanding EUR 350 million green capital securities issued by the Company on 22 November 2019, of which a principal amount of approximately EUR 292 million remains outstanding (the “Existing Capital Securities”) to exchange the Existing Capital Securities for an exchange consideration comprising (a) new EUR-denominated green capital securities to be issued by the Company (the “New Capital Securities”) in an aggregate nominal amount equal to the aggregate principal amount of Existing Capital Securities accepted for exchange by the Company, and (b) a cash amount, equal to 4.75 per cent of the aggregate nominal amount of Existing Capital Securities accepted for exchange by the Company, as defined and further described in the exchange offer memorandum dated 28 May 2024 (the “Exchange Offer Memorandum”) (the “Offer”).
The Offer was conditional upon the satisfaction (or waiver by the Company in its sole and absolute discretion) of a new issue minimum size condition, being the issuance of New Capital Securities in an aggregate nominal amount of at least EUR 150 million (the “New Issue Minimum Size Condition”).
The Company announces the satisfaction of the New Issue Minimum Size Condition and therefore that it will accept all valid offers to participate pursuant to the Offer.
The final results of the Offer are set out in the table below:
| Aggregate nominal amount of Existing Capital Securities accepted by the Company under the Offer | ISIN / Common Code | Aggregate nominal amount of New Capital Securities to be issued | Aggregate cash amount to be paid to qualifying holders pursuant to the Offer |
| EUR 265,721,000 | XS2079413527 /207941352 | EUR 265,721,000 | EUR 12,621,747.50 |
Commenting on the results of the Offer, Sakari Järvelä, Chief Financial Officer of Citycon:
“We are pleased with the successful execution of this transaction, marking a significant milestone in securing our stable credit profile. This transaction also underscores our commitment to maintaining an investment-grade credit rating. With acceptance by over 90% of holders, it confirms Citycon’s access to capital markets and our attractiveness to investors.”
The settlement date for the Offer, when the New Capital Securities will be issued and the cash amount paid by the Company, is expected to be on 10 June 2024.
The details of the results of the Offer are more fully described in the attached Results Announcement.
CITYCON OYJ
For further information, please contact:
Sakari Järvelä
Chief Financial Officer
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 4.1 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 investment-grade credit rating from Standard & Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki.
www.citycon.com
Important regulatory notice
This announcement must be read in conjunction with the Exchange Offer Memorandum which has been prepared by the Company in relation to the Offer. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the action it should take, it is recommended to seek your own financial, legal, regulatory and investment advice from your stockbroker, bank manager, legal adviser, tax adviser, accountant or other appropriately authorized independent financial adviser.
This announcement and the Exchange Offer Memorandum do not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Exchange Offer Memorandum come are required by the Company to inform themselves about and to observe, any such restrictions.
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 Exchange Offer Memorandum and any other documents or materials relating to the Offer is 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 Existing Capital Securities cannot be submitted 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 submission of Existing Capital Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported submission of Existing Capital 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.
Neither this announcement nor the Exchange Offer Memorandum is 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 Capital Securities 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 of Existing Capital Securities participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the 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.
This announcement and the Exchange Offer Memorandum do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”).
In any European Economic Area (“EEA”) member state (each, a “Member State”), this announcement and the Exchange Offer Memorandum and any other documents or materials relating to the Offer are only addressed to and is only directed at qualified investors, within the meaning of the Prospectus Regulation, in that Member State.
This announcement and the Exchange Offer Memorandum have been prepared on the basis that the Offer in any Member State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.
Each person in a Member State who receives any communication in respect of the Offer contemplated in this announcement and the Exchange Offer Memorandum will be deemed to have represented, warranted and agreed to and with the Company that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.
This announcement and the Exchange Offer Memorandum and any other documents or materials relating to the Offer are only addressed to and is only directed at qualified investors, within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
Neither the communication of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Offer is being made or directed at, and this announcement and the Exchange Offer Memorandum have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement and the Exchange Offer Memorandum and/or such other offer material is not being distributed to or directed at, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of this notice and the Exchange Offer Memorandum is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 43 or Article 49(2)(a) to (e) of the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”). The New Capital Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Capital Securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement and the Exchange Offer Memorandum or any of its contents.