Citycon Oyj Stock exchange release 5 March 2024 at 13:05 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” IN THE TENDER OFFER MEMORANDUM).
On 27 February 2024, Citycon Treasury B.V. (the “Offeror”) launched an invitation to holders of its 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, including 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 (as defined below). The Offer remains subject to the offer and distribution restrictions set out in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
On 28 February 2024, the Offeror priced its EUR 300 million 6.500 per cent. Senior Unsecured Green Notes due 2029 (the “New Notes”). The New Notes are unconditionally and irrevocably guaranteed by the Guarantor. Application will be made for the New Notes to be admitted to listing and trading on the Irish Stock Exchange plc trading as Euronext Dublin. The New Notes are expected to settle on 6 March 2024.
The Offeror today announces that, subject to the satisfaction (or waiver) of the Financing Condition, it will accept for purchase EUR 213,253,000 in aggregate principal amount of Securities validly tendered pursuant to the Offer. The total purchase consideration (including Accrued Interest Payments) for Securities validly tendered and accepted for purchase pursuant to the Offer will be EUR 213,688,537.15, which will be funded using a portion of the net proceeds from the New Notes.
The final results of the Offer are as follows:
| Securities | ISIN / Common Code | Acceptance Amount | Aggregate Nominal Amount of the Securities Outstanding after settlement on the Settlement Date |
| EUR 310,342,000 2.50 per cent Guaranteed Notes due 2024 | XS1114434167 / 111443416 | EUR 213,253,000 | EUR 97,089,000 |
Subject to the satisfaction (or waiver) of the Financing Condition, the expected Settlement Date is 7 March 2024. Full details concerning the Offer are set out in the Tender Offer Memorandum.
The Offer has now expired and no further Securities can be tendered for purchase pursuant to 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.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.
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.
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.
www.citycon.com