CITYCON OYJ Inside information 14 March 2025 at 13:30 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 ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” IN THE TENDER OFFER MEMORANDUM).
Citycon Oyj (the “Offeror”) announces the indicative results of its previously announced invitation to holders (the “Holders”) of the outstanding EUR 350,000,000 1.250 per cent. Guaranteed Notes due 2026 of Citycon Treasury B.V. guaranteed by the Offeror (ISIN: XS1485608118) issued on 8 September 2016 (the “Securities”) to tender 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 2025 (the “Tender Offer Memorandum”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Non-binding indicative tender results
The Offer expired at 4:00 p.m., London time, on 13 March 2025 (the “Expiration Deadline”). As of the Expiration Deadline, according to the information provided by Kroll Issuer Services Limited (the “Tender Agent”), EUR 252,022,000 in aggregate nominal amount of the Securities had been validly tendered pursuant to the Offer.
If the Offeror decides to accept valid tenders of Securities pursuant to the Offer, the Offeror expects to accept EUR 100,000,000 in aggregate principal amount of the Securities validly tendered pursuant to the Offer, being the expected Acceptance Amount. All valid tender instructions which are accepted pursuant to the Offer are expected to be subject to a scaling factor of approximately 39.2964%.
Holders should note that the information set out above is a non-binding indication of the aggregate nominal amount of Securities the Offeror intends to accept for purchase pursuant to the Offer and of the scaling factor the Offeror intends to apply.
The final results for the Offer will be announced as soon as reasonably practicable after the Pricing Time (being at or around 01:00 p.m. (London time) today, 14 March 2025.
The Offer has now expired and no further Securities can be tendered for purchase.
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: Scott Boswell; Email: citycon@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/citycon) is acting as Tender Agent for the Offer.
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
Chief Financial Officer
Contact requests through:
Anni Torkko
Investor Relations Manager
Tel. +358 45 358 0570
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 3.7 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’s shares are listed on Nasdaq Helsinki Ltd.
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 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 each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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 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.