CITYCON OYJ Inside information 18 November 2019 at 14:10 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
On 7 November 2019, Citycon Oyj (the Offeror and the New Notes Issuer) announced its invitation to holders (the Noteholders) of (i) its €500,000,000 3.75 per cent. Notes due 2020 (ISIN: XS0946179529 / Common Code: 094617952) (the 2020 Notes), (ii) the €300,000,000 2.375 per cent. Guaranteed Notes due 2022 of Citycon Treasury B.V. and guaranteed by Citycon Oyj (ISIN: XS1291367313 / Common Code: 129136731) (the 2022 Notes) and (iii) the €350,000,000 2.50 per cent. Guaranteed Notes due 2024 of Citycon Treasury B.V. and guaranteed by Citycon Oyj (ISIN: XS1114434167 / Common Code: 111443416 ) (the 2024 Notes and, together with the 2020 Notes and the 2022 Notes, the Notes and each a Series) to tender their Notes for cash in accordance with the procedures described in the tender offer memorandum dated 7 November 2019 (the Tender Offer Memorandum) (each such invitation in relation to each Series, a Tender Offer and collectively, the Tender Offers). Terms used but not defined herein shall have the meaning ascribed to such terms in the Tender Offer Memorandum.
Expiration and Update on the Tender Offers
The Tender Offers expired at 5:00 p.m., Central European time, on 15 November 2019 (the Expiration Deadline). As of the Expiration Deadline, according to the information provided by Lucid Issuer Services Limited (the Tender Agent), (i) €143,063,000 in aggregate nominal amount of the 2020 Notes, (ii) €91,734,000 in aggregate nominal amount of the 2022 Notes and (iii) €33,832,000 in aggregate nominal amount of the 2024 Notes had been validly tendered pursuant to the Tender Offers.
The Offeror hereby announces that it has decided to postpone (i) the indicative results announcement and the final results announcement to 19 November 2019 and (ii) the Payment Date due to pending satisfaction of the Financing Condition. The Offeror will make a further announcement confirming the pricing of the Tender Offers and the revised Payment Date by no later than 19 November 2019. The Offeror will announce ahead of the pricing of the Tender Offers indicative non-binding results with respect to (i) the aggregate nominal amount of each Series of Notes validly tendered pursuant to the relevant Tender Offers, (ii) the level at which the Offeror expects to set the Maximum Aggregate Consideration and each Series Acceptance Amount and (iii) any applicable Pro-Ration Factor for the 2022 Notes and/or 2024 Notes, as applicable.
Further, the Offeror will announce as soon as practicable after pricing of the Tender Offers whether it will accept (subject to satisfaction or waiver of the Financing Condition and all of the General Conditions) valid tenders of Notes of a Series pursuant to the relevant Tender Offer(s) and, if so, (i) confirmation of the 2022 Notes Interpolated Mid-Swap Rate, the 2024 Notes Interpolated Mid-Swap Rate, the Purchase Yield in respect of each Series of the 2022 Notes and the 2024 Notes, and the Purchase Price and Accrued Interest in respect of each Series, (ii) the aggregate nominal amount of Notes of each Series validly tendered pursuant to the relevant Tender Offers, (iii) the Maximum Aggregate Consideration and each Series Acceptance Amount and (iv) any applicable Pro-Ration Factor for the 2022 Notes and/or 2024 Notes, as applicable. Until the Offeror announces the final aggregate nominal amount of the Notes of each Series accepted for purchase, no assurance can be given that any Notes validly tendered for purchase pursuant to the Tender Offers will be accepted.
Conditions
The Tender Offers were made, and consummation of the Tender Offers is, subject to the satisfaction or waiver of the Financing Condition and all of the General Conditions contained in the Tender Offer Memorandum. The Tender Offers remain subject to the right of the Offeror, in its sole and absolute discretion, to extend, re-open, amend and/or terminate the relevant Tender Offer, subject to applicable laws and as provided in the Tender Offer Memorandum.
Dealer Managers
Danske Bank A/S and UBS Europe SE (together, the Dealer Managers) are acting as Dealer Managers.
Espoo, 18 November 2019
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com
Mikko Pohjala
IR and Communications Director
Tel. +358 40 838 0709
Mikko.Pohjala@citycon.com
Citycon Oyj is a leading owner, manager and developer of urban, grocery-anchored shopping centres in the Nordic region, managing assets that total approximately EUR 4.4 billion. Citycon is the number one shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia. Citycon has also established a foothold in Denmark.
Citycon Oyj has investment-grade credit ratings from Moody's (Baa3) and Standard & Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki Ltd. stock exchange.
For more information about Citycon Oyj, please visit www.citycon.com.
Requests for information in relation to the Tender Offers should be directed to:
THE DEALER MANAGERS
| Danske Bank A/S2-12 Holmens KanalDK-1092 Copenhagen KDenmarkAttention: Debt Capital MarketsEmail: liabilitymanagement@danskebank.dk Telephone: +45 33 64 88 51 | UBS Europe SE Bockenheimer Landstraße 2-460306 Frankfurt am MainGermany Attention: Liability Management GroupEmail: ol-liabilitymanagement-eu@ubs.com Telephone: +44 20 7568 1121 |
THE TENDER AGENT
| Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HAUnited Kingdom Telephone: +44 (0)20 7704 0880 Email: citycon@lucid-is.com Attention: David Shilson |
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.
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 Offers have been made solely pursuant to the Tender Offer Memorandum dated 7 November 2019.
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 Offers 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.