CITYCON OYJ Inside information 10 March 2021 at 10:45 hrs
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR 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 OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014
Citycon Treasury B.V. (the Offeror and the New Notes Issuer) announces the indicative results of its previously announced invitation to holders (the Noteholders) of its €254,883,000 2.375 per cent. Guaranteed Notes due 2022 (ISIN: XS1291367313 / Common Code: 129136731) (the Notes) to tender their Notes for cash in accordance with the procedures and subject to the terms and conditions described in the tender offer memorandum dated 3 March 2021 (the Tender Offer Memorandum) (such invitation, the Tender Offer). Terms used but not defined herein shall have the meaning ascribed to such terms in the Tender Offer Memorandum.
Non-binding indicative tender results
The Tender Offer expired at 5:00 p.m., Central European time, on 9 March 2021 (the Expiration Deadline). As of the Expiration Deadline, according to the information provided by Lucid Issuer Services Limited (the Tender Agent), €93,145,000 in aggregate nominal amount of the Notes had been validly tendered pursuant to the Tender Offer.
If the Offeror decides to accept valid tenders of Notes pursuant to the Tender Offer, and subject to the satisfaction or waiver of the Financing Condition and all of the General Conditions, the Offeror intends to accept €93,145,000 aggregate nominal value of Notes validly tendered pursuant to the Tender Offer.
Noteholders should note that the information set out above is a non-binding indication of the aggregate nominal amount of Notes the Offeror intends to accept for purchase pursuant to the Tender Offer.
The final results for the Tender Offer will be announced as soon as practicable after the Pricing Time (being at or around 02:00 p.m. (Central European time) today, 10 March 2021.
Payment Date
Subject to acceptance by the Offeror of valid tenders of Notes pursuant to the Tender Offer and satisfaction or waiver of the Financing Condition and all of the General Conditions, the payment of the Purchase Price and Accrued Interest for Notes validly tendered and accepted for purchase by the Offeror pursuant to the Tender Offer will be on 12 March 2021 (the Payment Date), unless otherwise extended, amended or terminated.
Financing Condition
Whether the Offeror will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to (i) the pricing of the issue of the New Notes on terms and conditions acceptable to the New Notes Issuer, (ii) the signing by the New Notes Issuer and the managers of a subscription agreement in respect of the subscription for the New Notes and (iii) such subscription agreement remaining in full force and effect as at the Payment Date (the Financing Condition). Even if the Financing Condition is satisfied (or waived), the Offeror is not under any obligation to accept for purchase any Notes validly tendered pursuant to the Tender Offer.
General
Subject to applicable laws, the Offeror expressly reserves the right, in its sole and absolute discretion, to (i) extend the period during which the Tender Offer is open, (ii) re-open or amend the Tender Offer in any respect, (iii) amend the timing of the Tender Offer including delaying the Expiration Deadline and/or the Payment Date and (iv) terminate the Tender Offer prior to acceptance for purchase by the Offeror of the Notes in the Tender Offer. Any extension, termination, re‑opening or amendment of the Tender Offer will be made through a press release to be distributed through the Clearing Systems for communication to persons who are shown in the records of the Clearing Systems as holder of the Notes, a stock exchange release to be posted on Nasdaq Helsinki Ltd stock exchange as well as a notice posted on the Euronext Dublin website. From time to time during or after completion of the Tender Offer, the Offeror or its respective affiliates may acquire any Notes that are not tendered and accepted in the Tender Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as the Offeror or the relevant affiliate may determine (or as may be provided for in the trust deed constituting the Notes). The value received in any such transaction might be more or less than that offered in the Tender Offer for the Notes.
Dealer Managers
Danske Bank A/S, Deutsche Bank Aktiengesellschaft, Nordea Bank Abp and OP Corporate Bank plc (together, the Dealer Managers) are acting as Dealer Managers.
Espoo, 10 March 2021
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com
Laura Jauhiainen
Vice President, Strategy and Investor Relations
Tel. +358 40 823 9497
laura.jauhiainen@citycon.com
Citycon is a leading owner, manager and developer of mixed-use centres for urban living including retail, office space and housing. We are committed to sustainable property management in the Nordic region with assets that total approximately EUR 4.4 billion. Our centres are located in urban hubs with a direct connection to public transport. Placed in the heart of communities, our centres are anchored by groceries, healthcare and services to cater for the everyday needs of customers.
Citycon has investment-grade credit ratings from Moody's (Baa3), Fitch (BBB-) and Standard & Poor's (BBB-). Citycon Oyj’s share is listed in Nasdaq Helsinki.
www.citycon.com
Requests for information in relation to the Tender Offer should be directed to:
THE DEALER MANAGERS
| Danske Bank A/S2-12 Holmens Kanal DK-1092 Copenhagen Denmark Attention: Debt Capital MarketsTelephone: +45 33 64 88 51 Email: liabilitymanagement@danskebank.dk |
Deutsche Bank AktiengesellschaftMainzer Landstraβe 11-17 60329 Frankfurt am Main Germany Attention: Liability Management GroupTelephone: +44 (0)20 7545 8011 |
| Nordea BankAbpc/o Nordea Danmark filial af Nordea Bank AbpGrønjordsvej 10DK-2300 Copenhagen DenmarkAttention: Nordea Liability Management Telephone: +45 61 61 29 96 Email: NordeaLiabilityManagement@nordea.com | OP Corporate Bank plcGebhardinaukio 1 FI-00510 HelsinkiFinland Attention: Liability Management Email: liabilitymanagement@op.fi |
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:
THE TENDER AGENT
| Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HAUnited KingdomAttention: Mu-yen Lo / Jacek Kusion Telephone: +44 (0)20 7704 0880 Email: citycon@lucid-is.com |
DISCLAIMER
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S under the Securities Act (as defined below)) (a U.S. Person). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes 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.
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, the United Kingdom, France, Italy and Finland) may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offeror, the Dealer Managers, the Tender Agent and their respective officers, directors and representatives assume no legal responsibility for any violations of such restrictions, regardless of whether the parties contemplating divesting the Notes are aware of these restrictions or not.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the Notes, nor in any circumstances nor in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offer has been made solely pursuant to the Tender Offer Memorandum dated 3 March 2021.
This announcement is released by Citycon Oyj and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Eero Sihvonen, CFO at Citycon Oyj.
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Offeror assumes no obligation to update or correct the information contained in this announcement.