CITYCON OYJ Stock Exchange Release 31 August 2018 at 11:15 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 OR THE DISTRICT OF COLUMBIA OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
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 Oyj (the Offeror) announces the results of its previously announced invitation to holders of its EUR 500,000,000 3.75 per cent. Notes due 2020 (the Notes) to tender for cash up to EUR 300,000,000 (the Maximum Acceptance Amount) of the Notes (the Tender Offer) as part of the Offeror’s refinancing transaction, pursuant to which Citycon Treasury B.V. (the New Notes Issuer), a wholly-owned subsidiary of the Offeror, expects to issue, on or prior to 3 September 2018 (the Payment Date), new euro-denominated fixed rate notes unconditionally and irrevocably guaranteed by the Offeror, under its EUR 1,500,000,000 Euro Medium Term Note Programme (the Programme), the net proceeds of which will be used, among other things, to purchase Notes pursuant to the Tender Offer.
On 22 August 2018, the New Notes Issuer priced its EUR 300,000,000 2.375 per cent. Guaranteed Notes due 2027 (the New Notes) to be issued under its Programme. Application has been 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 or around the Payment Date.
The Tender Offer was made on the terms and subject to the conditions set forth in the tender offer memorandum dated 22 August 2018 (the Tender Offer Memorandum). Capitalized terms not defined herein have the meaning ascribed to them in the Tender Offer Memorandum.
Tender Results
The Tender Offer expired at 5:00 p.m., Central European time, on 30 August 2018 (the Expiration Deadline). As of the Expiration Deadline, according to the information provided by Lucid Issuer Services Limited (the Tender Agent), EUR 281,326,000 in aggregate principal amount of the Notes have been validly tendered and not validly withdrawn pursuant to the Tender Offer.
Subject to the satisfaction or waiver of the Financing Condition and all of the General Conditions, the Offeror is pleased to announce that it expects to set the Final Acceptance Amount at EUR 281,326,000 and, accordingly, that it expects to accept for purchase all Notes validly tendered and not validly withdrawn pursuant to the Tender Offer as follows with no pro-ration:
| Description of the Notes | Outstanding Nominal Amount before the Tender Offer | ISIN/Common Code | Aggregate Nominal Amount of the Notes validly tendered | Final Acceptance Amount | Pro-Ration Factor | Purchase Yield | Purchase Price | Aggregate Nominal Amount of the Notes outstanding after the Payment Date |
| 3.75 per cent. Notes due 2020 | EUR 500,000,000 | XS0946179529 / 094617952 | EUR 281,326,000 | EUR 281,326,000 | Not Applicable | -0.10 per cent. | 106.961 per cent. | EUR 218,674,000 |
Payment Date
Subject to satisfaction or waiver of the Financing Condition and all of the General Conditions, the payment of the Purchase Price (plus Accrued Interest) for any Notes validly tendered and accepted for purchase by the Offeror pursuant to the Tender Offer will be on the Payment Date, unless otherwise extended, amended or terminated.
Notes repurchased by the Offeror pursuant to the Tender Offer will be immediately cancelled and will not be re-issued. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Payment Date.
Dealer Managers
Deutsche Bank AG, London Branch and Nordea Bank AB (publ) (together, the Dealer Managers) are acting as Dealer Managers. Noteholders with questions about the Tender Offer may contact the Dealer Managers or the Tender Agent.
CFO and Executive Vice President Eero Sihvonen: “We are pleased with the outcome of the tender offer. The tender combined with the successful placement of a new bond will improve Citycon’s credit profile by lengthening the average loan maturity and lowering the average cost of debt going forward.”
Helsinki, 31 August 2018
CITYCON OYJ
For further information, please contact:
Marcel Kokkeel
Chief Executive Officer
Tel. +358 40 154 6760
marcel.kokkeel@citycon.com
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com
Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total approximately EUR 4.5 billion and with market capitalisation of approximately EUR 1.7 billion. For more information about Citycon Oyj, please visit www.citycon.com
THE DEALER MANAGERS
| Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Attention: Liability Management Group Telephone: +44 (0) 20 7545 8011 |
Nordea Bank AB (publ) c/o Nordea Danmark filial af Nordea Bank AB (publ), Sverige Grønjordsvej 10 DK-2300 Copenhagen S Denmark Attention: Nordea Liability Management Telephone: +45 61 61 29 96 Email: NordeaLiabilityManagement@nordea.com |
THE TENDER AGENTS
| Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 (0)20 7704 0880 Email: citycon@lucid-is.com Attention: Thomas Choquet |
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) (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 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.
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.
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 22 August 2018.
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 Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Marcel Kokkeel, CEO 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.