Citycon Oyj — Capital/Financing Update 2021

May 25, 2021

Citycon Oyj considers issuance of green Capital Securities

Citycon Oyj considers issuance of green Capital Securities

CITYCON OYJ   Inside information   25 May 2021 at 10:30 hrs

NOT TO BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN OR INTO OR TO ANY PERSON LOCATED IN OR RESIDENT IN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (TOGETHER THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
Citycon Oyj (“Citycon”) is considering the issuance of euro-denominated green
capital securities (“Capital Securities”) in an amount of approximately EUR 300
million. The issuance of the Capital Securities will take place in the near
future, subject to market conditions. Citycon will apply for the Capital
Securities to be admitted to the official list of Euronext Dublin (the “Official
List”) and to trading on its Global Exchange Market (the “Global Exchange
Market”), which is the exchange regulated market of Euronext Dublin.
The Capital Securities will be subordinated to certain other debt obligations
and will be treated as equity in Citycon’s consolidated financial statements
prepared in accordance with IFRS. The Capital Securities will not confer on
their holders the rights of a shareholder nor will they dilute the holdings of
the current shareholders.
An amount equal to the net proceeds from any potential issuance of Capital
Securities will be allocated to the financing and refinancing of new and
existing assets, developments or projects that meet Citycon’s green financing
framework requirements and in line with Citycon’s diversification through
densification strategy which aims at increasing the share of residential and
office space in its portfolio. The planned issuance will strengthen the balance
sheet and demonstrates Citycon’s commitment to improving its investment grade
credit ratings.
Citycon’s green financing framework reflects practices that support the
transition to a sustainable and low carbon economy through the development of
green assets. Proceeds allocated in accordance with the framework will be used
to finance or re-finance eligible green assets in categories green buildings,
energy efficiency, renewable energy or waste management.
Citycon has mandated Citigroup Global Markets Limited, Danske Bank A/S, Deutsche
Bank Aktiengesellschaft, Goldman Sachs International, Nordea Bank Abp and
Swedbank AB (publ) as joint bookrunners.
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com
Laura Jauhiainen
Vice President, Strategy and Investor Relations
Tel. +358 40 823 9497
laura.jauhiainen@citycon.com
Citycon is a leading owner, manager and developer of mixed-use centres for urban
living including retail, office space and housing. We are committed to
sustainable property management in the Nordic region with assets that total
approximately EUR 4.4 billion. Our centres are located in urban hubs with a
direct connection to public transport. Placed in the heart of communities, our
centres are anchored by groceries, healthcare and services to cater for the
everyday needs of customers.
Citycon has investment-grade credit ratings from Moody's (Baa3), Fitch (BBB-)
and Standard & Poor's (BBB-). Citycon Oyj’s share is listed in Nasdaq Helsinki.
www.citycon.com.

Important regulatory notice
This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to buy or subscribe for, any
securities in the United States or any other jurisdiction nor shall it (or any
part of this announcement) or the fact of its distribution form the basis of, or
be relied upon in connection with, or act as any inducement to enter into, any
contract or commitment. Recipients of this announcement who intend to purchase
any securities are reminded that any such purchase or subscription must be made
solely on the basis of the information contained in any final form listing
particulars published in connection with any such securities, which if and when
published will be available on the website of Euronext Dublin. The transaction
described above and the distribution of this announcement and other information
in connection with the transaction in certain jurisdictions may be restricted by
law and persons into whose possession any document or other information referred
to herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This communication is not an offer of securities for sale in the United States,
Australia, Canada, Japan or any other jurisdiction where to do so would be
unlawful. Citycon Oyj has not registered, or does not intend to register,
securities in any of these jurisdictions or to conduct an offer of securities
for sale in any of these jurisdictions. In particular, no securities of Citycon
Oyj have been or will be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and such securities may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act) except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable state
securities laws.
MiFID II and UK MiFIR professionals/ECPs-only - Manufacturer target market
(MiFID II and UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs key information
document (KID) or UK PRIIPs KID has been prepared as not available to retail in
the EEA or the UK, respectively.
This announcement is directed only at (i) persons who are outside the United
Kingdom (ii) to investment professionals falling within the definition of
"investment professionals" under Article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or
(iii) high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons in (i), (ii) and (iii) above together being referred to as "relevant
persons").
The Capital Securities may not be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (a) to an institutional investor (as defined in
section 4a of the Securities and Futures Act (chapter 289 of Singapore), as
modified or amended from time to time (the “SFA”)) pursuant to section 274 of
the SFA, (b) to a relevant person (as defined in section 275(2) of the SFA)
pursuant to section 275(1) of the SFA, or any person pursuant to section 275(1a)
of the SFA, and in accordance with the conditions specified in section 275 of
the SFA, or (c) otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA.
A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning
rating organisation. Similar ratings for different types of issuers and on
different types of securities do not necessarily mean the same thing. The
significance of each rating should be analysed independently from any other
rating.