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Citycon Oyj — Capital/Financing Update 2021
Mar 10, 2021
3215_rns_2021-03-10_ef2fa054-f9bd-418b-bc60-4d883c194c2a.html
Capital/Financing Update
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Citycon Group announces indicative results of tender offer
Citycon Group announces indicative results of tender offer
CITYCON OYJ Inside information 10 March 2021 at 10:45 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
indicative 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.
Non-binding indicative 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.
If the Offeror decides to accept valid tenders of Notes pursuant to the Tender
Offer, and subject to the satisfaction or waiver of the Financing Condition and
all of the General Conditions, the Offeror intends to accept €93,145,000
aggregate nominal value of Notes validly tendered pursuant to the Tender Offer.
Noteholders should note that the information set out above is a non-binding
indication of the aggregate nominal amount of Notes the Offeror intends to
accept for purchase pursuant to the Tender Offer.
The final results for the Tender Offer will be announced as soon as practicable
after the Pricing Time (being at or around 02:00 p.m. (Central European time)
today, 10 March 2021.
Payment Date
Subject to acceptance by the Offeror of valid tenders of Notes pursuant to the
Tender Offer and 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 12 March 2021 (the Payment Date), unless otherwise
extended, amended or terminated.
Financing Condition
Whether the Offeror will purchase any Notes validly tendered in the Tender Offer
is subject, without limitation, to (i) the pricing of the issue of the New Notes
on terms and conditions acceptable to the New Notes Issuer, (ii) the signing by
the New Notes Issuer and the managers of a subscription agreement in respect of
the subscription for the New Notes and (iii) such subscription agreement
remaining in full force and effect as at the Payment Date (the Financing
Condition). Even if the Financing Condition is satisfied (or waived), the
Offeror is not under any obligation to accept for purchase any Notes validly
tendered pursuant to the Tender Offer.
General
Subject to applicable laws, the Offeror expressly reserves the right, in its
sole and absolute discretion, to (i) extend the period during which the Tender
Offer is open, (ii) re-open or amend the Tender Offer in any respect, (iii)
amend the timing of the Tender Offer including delaying the Expiration Deadline
and/or the Payment Date and (iv) terminate the Tender Offer prior to acceptance
for purchase by the Offeror of the Notes in the Tender Offer. Any extension,
termination, re‑opening or amendment of the Tender Offer will be made through a
press release to be distributed through the Clearing Systems for communication
to persons who are shown in the records of the Clearing Systems as holder of the
Notes, a stock exchange release to be posted on Nasdaq Helsinki Ltd stock
exchange as well as a notice posted on the Euronext Dublin website. From time to
time during or after completion of the Tender Offer, the Offeror or its
respective affiliates may acquire any Notes that are not tendered and accepted
in the Tender Offer through open market purchases, privately negotiated
transactions, tender offers, exchange offers, redemptions or otherwise, upon
such terms and at such prices as the Offeror or the relevant affiliate may
determine (or as may be provided for in the trust deed constituting the Notes).
The value received in any such transaction might be more or less than that
offered in the Tender Offer for the Notes.
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 BankAbpc/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.