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Citycon Oyj — Capital/Financing Update 2021
Mar 10, 2021
3215_rns_2021-03-10_247f3400-afa0-4f7e-b7ce-a6ba85b020fd.html
Capital/Financing Update
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Citycon Group announces final results of tender offer
Citycon Group announces final results of tender offer
CITYCON OYJ Inside information 10 March 2021 at 16:40 hrs
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR 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 OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY
HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE
MARKET ABUSE REGULATION (EU) 596/2014
Citycon Treasury B.V. (the Offeror and the New Notes Issuer) announces the final
results of its previously announced invitation to holders (the Noteholders) of
its €254,883,000 2.375 per cent. Guaranteed Notes due 2022 (ISIN: XS1291367313 /
Common Code: 129136731) (the Notes) to tender their Notes for cash in accordance
with the procedures and subject to the terms and conditions described in the
tender offer memorandum dated 3 March 2021 (the Tender Offer Memorandum) (such
invitation, the Tender Offer). Terms used but not defined herein shall have the
meaning ascribed to such terms in the Tender Offer Memorandum.
On 4 March 2021, the New Notes Issuer priced its €350,000,000 1.625 per cent.
Green Guaranteed Notes due 2028 (the New Notes). The New Notes are
unconditionally guaranteed by Citycon Oyj. Application will be made for the New
Notes to be admitted to listing and trading on the Irish Stock Exchange plc
trading as Euronext Dublin. The New Notes are expected to settle on 12 March
2021 (the Payment Date).
Final tender results
The Tender Offer expired at 5:00 p.m., Central European time, on 9 March 2021
(the Expiration Deadline). As of the Expiration Deadline, according to the
information provided by Lucid Issuer Services Limited (the Tender Agent),
€93,145,000 in aggregate nominal amount of the Notes had been validly tendered
pursuant to the Tender Offer.
Subject to the satisfaction or waiver of the Financing Condition and all of the
General Conditions, the Offeror is pleased to announce that it accepts for
purchase Notes validly tendered pursuant to the Tender Offer as follows:
Description Principal ISIN / Aggregate Interpolated Pro-Ration
Purchase Purchase Accrued Aggregate
of the Amount Common Code Nominal Mid-Swap Factor
Yield Price Interest1) Nominal
Notes Outstanding Amount of Rate
Amount of
at launch of the Notes
the
the Tender validly
Notes
Offer tendered
Outstanding
after the
Payment
Date
2.375 per €254,883,000 XS1291367313 €93,145,000 -0.500 per Not
0.000 103.006 €11.52 €161,738,000
cent. / 129136731 cent. Applicable
per per
Guaranteed
cent. cent.
Notes due
2022
1)Represents amounts per €1,000 in nominal amount of the Notes.
Payment Date
Subject to satisfaction or waiver of the Financing Condition and all of the
General Conditions, the payment of the Purchase Price and Accrued Interest for
Notes validly tendered and accepted for purchase by the Offeror pursuant to the
Tender Offer will be on the Payment Date.
Notes repurchased by the Offeror pursuant to the Tender Offer will be
immediately cancelled and will not be re-issued. Notes which have not been
validly tendered and accepted for purchase pursuant to the Tender Offer will
remain outstanding after the Payment Date.
Dealer Managers
Danske Bank A/S, Deutsche Bank Aktiengesellschaft, Nordea Bank Abp and OP
Corporate Bank plc (together, the Dealer Managers) are acting as Dealer
Managers.
Espoo, 10 March 2021
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
[email protected]
Laura Jauhiainen
Vice President, Strategy and Investor Relations
Tel. +358 40 823 9497
[email protected]
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
Requests for information in relation to the Tender Offer should be directed to:
THE DEALER MANAGERS
Danske Bank A/S2-12 Holmens Kanal DK-1092 Deutsche Bank
AktiengesellschaftMainzer
Copenhagen Denmark Landstraβe 11-17 60329
Frankfurt am Main
Attention: Debt Capital MarketsTelephone: +45 Germany
33 64 88 51 Attention: Liability
Management
Email: [email protected] GroupTelephone: +44 (0)20
7545 8011
Nordea BankAbp c/o Nordea Danmark filial af OP Corporate Bank
plcGebhardinaukio 1 FI
Nordea Bank AbpGrønjordsvej 10DK-2300 -00510 HelsinkiFinland
Copenhagen DenmarkAttention: Nordea Liability Attention: Liability
Management Telephone: +45 61 61 29
Management Email: [email protected]
96 Email: [email protected]
Requests for information in relation to the procedures for tendering Notes and
participating in the Tender Offer and the submission of an electronic
instruction should be directed to the Tender Agent:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HAUnited KingdomAttention: Mu-yen Lo / Jacek Kusion
Telephone: +44 (0)20 7704 0880
Email: [email protected]
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 (as defined below)) (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 United States
Securities Act of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the securities
laws of any state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United States or to,
or for the account or benefit of, U.S. persons.
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 the Offeror, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. The Offeror, the Dealer
Managers, the Tender Agent and their respective officers, directors and
representatives assume no legal responsibility for any violations of such
restrictions, regardless of whether the parties contemplating divesting the
Notes are aware of these restrictions or not.
This announcement is neither an offer to purchase nor the solicitation of an
offer to sell any of the Notes, nor in any circumstances nor in any jurisdiction
in which such offer or solicitation is unlawful. The Tender Offer has been made
solely pursuant to the Tender Offer Memorandum dated 3 March 2021.
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 Tender 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.