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TAR - Inside information: Citycon Oyj announces indicative results of its tender offer for the outstanding notes due 2027 of Citycon Treasury B.V.

Company: Citycon Oyj Date: 2025-06-04 Language: English Register to download

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 Inside information: Citycon Oyj announces indicative results of its tender offer for the outstanding notes due 2027 of Citycon Treasury B.V.

# Inside information: Citycon Oyj announces indicative results of its tender offer for the outstanding notes due 2027 of Citycon Treasury B.V.

CITYCON OYJ   Inside information   4 June 2025 at 11:45 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
300,000,000 2.375 per cent. Guaranteed Notes due 2027 of Citycon Treasury B.V.
guaranteed by the Offeror (ISIN: XS1822791619) issued on 3 September 2018 (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 May 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 3 June 2025 (the “Expiration
Deadline”). As of the Expiration Deadline, according to the information provided
by Kroll Issuer Services Limited (the “Tender Agent”), EUR 128,599,000 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 77.8130%.

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),
4 June 2025).

The Offer has now expired and no further Securities can be tendered for
purchase.

Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 80 11; Attention:
Liability Management Group) and Nordea Bank Abp (Telephone: +45 61 61 29 96,
Email: NordeaLiabilityManagement@nordea.com, Attention: Nordea Liability
Management) 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 (https://protect
-us.mimecast.com/s/quLACv2YDOUXk1NzIQ4StN?domain=deals.is.kroll.com)) is acting
as Tender Agent for the Offer.

CITYCON OYJ

For further information, please contact:

Eero Sihvonen
CFO


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 3.8 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

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.