Citycon Oyj Inside Information 16 January 2023 at 16:00 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 DOCUMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” IN THE TENDER OFFER MEMORANDUM).
On 9 January 2023, Citycon Oyj (the “Company”) launched separate invitations to holders of the EUR 494,000,000 2.50 per cent Guaranteed Notes due 2024 of Citycon Treasury B.V. guaranteed by the Company (ISIN: XS1114434167) issued in separate tranches on 1 October 2014 and 10 June 2020, EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities issued by it on 22 November 2019 (ISIN: XS2079413527) and EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities issued by it on 4 June 2021 (ISIN: XS2347397437) (each a “Series” and together, the “Securities”), to tender such Securities for purchase by the Company for cash (together, such invitations, the “Offers”), on the terms and subject to the conditions set out in the tender offer memorandum dated 9 January 2023 (the “Tender Offer Memorandum”) prepared by the Company. The Offers remain subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Company today announces that it will accept for purchase EUR 57,393,000 in aggregate principal amount of Securities validly tendered pursuant to the Offers, including all Securities validly tendered by way of Non-Competitive Tender Instructions. The total purchase consideration (including Accrued Interest Payments) for Securities validly tendered and accepted for purchase pursuant to the Offers will be EUR 41,429,025.08 (the “Total Purchase Consideration”), which will be funded by cash on the Company’s balance sheet.
The final results of the Offers are as follows:
| Securities | ISIN / Common Code | Series Acceptance Amount | Scaling Factor | Aggregate Nominal Amount of the Securities Outstanding after settlement on the Settlement Date | |
| EUR 494,000,000 2.50 per cent Guaranteed Notes due 2024 | XS1114434167 / 111443416 | EUR 13,883,000 | Not applicable | EUR 480,117,000 | |
| EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities issued on 22 November 2019 |
XS2079413527 / 207941352 | EUR 22,365,000 | 70.25% | EUR 327,635,000 | |
| EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities issued on 4 June 2021 |
XS2347397437 / 234739743 | EUR 21,145,000 | 66.00% | EUR 328,855,000 | |
Holders who have tendered their Securities for purchase pursuant to the Offers are advised to check with the bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold their Securities to determine whether their tendered Securities have been accepted for purchase by the Company.
Any Securities that have been tendered by way of Competitive Tender Instructions but not accepted by the Company for purchase pursuant to the Offers shall be unblocked in the relevant Holder’s account in the relevant Clearing System.
The expected Settlement Date in respect of the accepted Offers is 18 January 2023. Full details concerning the Offers are set out in the Tender Offer Memorandum.
The Offers have now expired and no further Securities can be tendered for purchase pursuant to the Offers.
This announcement is released by Citycon Oyj and contains information that qualifies as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Bret McLeod, CFO at Citycon Oyj.
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011; Attention: Liability Management Group), OP Corporate Bank plc (Email: liabilitymanagement@op.fi; Attention: Thomas Ulfstedt) and Swedbank AB (publ) (Telephone: +46 700 92 22; E-mail: liabilitymanagement@swedbank.se; Attention: Liability Management) are acting as Dealer Managers for the Offers and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet and Jacek Kusion; Email: citycon@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/citycon) is acting as Tender Agent for the Offers.
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 may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
CITYCON OYJ
For further information, please contact:
Bret McLeod
Chief Financial Officer
Tel. +46 73 326 8455
bret.mcleod@citycon.com
Sakari Järvelä
VP, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@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 4.5 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 has investment-grade credit ratings from Moody's (Baa3) and Standard & Poor's (BBB-). Citycon’s shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com