Citycon Oyj Inside Information 14 March 2025 17:10 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 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).
On 27 February 2025, Citycon Oyj (the “Offeror”) launched its invitation to holders of the 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 such 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”) prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
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.
The Offeror today announces that it will accept for purchase EUR 100,000,000 in aggregate principal amount of Securities validly tendered pursuant to the Offer.
The final results of the Offer are as follows:
|
Securities |
ISIN / Common Code |
Principal amount outstanding at launch of the Offer |
Acceptance Amount |
Interpolated Mid-Swap Rate |
Purchase Yield |
Purchase Price |
Scaling factor |
Aggregate Principal Amount of the Securities expected to remain outstanding after settlement on the Settlement Date |
| EUR 350,000,000 1.250 per cent Guaranteed Notes due 2026 | XS1485608118 / 148560811 | EUR 349,575,000 | EUR 100,000,000 | 2.325 per cent. | 3.475 per cent. | 96.845 per cent. | 39.2964 per cent. | EUR 249,575,000 |
The expected Settlement Date is 18 March 2025. Full details concerning the Offer are set out in the Tender Offer Memorandum.
The payment of the Purchase Price and Accrued Interest for Securities validly tendered and accepted for purchase by the Offeror pursuant to the Offer will be on the Settlement Date. Securities repurchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Securities which are not purchased pursuant to the Offer will remain outstanding after the Settlement Date.
The Offer has now expired and no further Securities can be tendered for purchase pursuant to the Offer.
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.
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.
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 (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.
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
anni.torkko@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 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.
www.citycon.com