Citycon Oyj — Share Issue/Capital Change 2021

Nov 30, 2021

Citycon Oyj cancels repurchased shares

Citycon Oyj cancels repurchased shares

CITYCON OYJ   Stock Exchange Release   30 November 2021 at 8.00 hrs

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.
Citycon Oyj (“Citycon” or the “Company”) has today, in line with the decision by
the Board of Directors, cancelled 9,500,000 own shares of the Company, which
were acquired in the market based reverse accelerated bookbuild (the “Reverse
ABB”).
Prior to the cancellation of the own shares, there were in total 177,998,525
registered shares in Citycon. The cancellation of the own shares has been
registered with the trade register maintained by the Finnish Patent and
Registration Office today on 30 November 2021. After the cancellation, the total
number of shares in Citycon is 168,498,525 and the total number of votes
attached to the shares is 168,498,525.
At the moment, Citycon or its subsidiaries do not hold any shares in the
Company.
The cancellation of the shares has no effect on the share capital of Citycon.
CITYCON OYJ
Board of Directors
For further information, please contact:
Eero Sihvonen
Executive Vice President and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com

Bret McLeod
Chief Financial Officer (as of 1 January 2022)
Tel. +46 73 326 8455
bret.mcleod@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 4.5 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 shares are listed on Nasdaq
Helsinki.
www.citycon.com
Important notice
This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in or
into the United States, Australia, Canada or Japan or any other jurisdiction in
which such publication or distribution is unlawful. This announcement is for
information purposes only and the information contained herein does not
constitute or form part of an offer to buy, sell, issue, acquire or subscribe
for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe
for, any securities in the United States, Australia, Canada, Japan or in any
other jurisdiction, nor shall there be any offer, solicitation, sale or purchase
of securities in any jurisdiction in which such offer, solicitation, sale or
purchase would be unlawful.  Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction.
The Reverse ABB has not been directed, directly or indirectly, to investors
located in the United States of America, or to agents, nominees, trustees,
custodians or other persons acting for the account or benefit of such U.S.
shareholders, or in any other jurisdiction where to do so would be unlawful.
This announcement is only directed at (and is only being distributed to persons
outside the United States who are) (i) persons in any member state of the
European Economic Area who are qualified investors ("Qualified Investors")
within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU)
2017/1129 of 14 June 2017) (and amendments thereto to the extent implemented in
the relevant member state); or (ii) persons in the United Kingdom who (A) have
professional experience in matters relating to investments (i.e. investment
professionals within the meaning of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")),
are high net worth entities falling within the meaning of Article 49(2)(a) to
(d) of the Order or are persons to whom it can otherwise be lawfully distributed
and (B) are qualified investors as defined in section 86(7) of the Financial
Services and Markets Act 2000 (such persons referred to in this sub-paragraph
(ii) being "relevant persons"). This release must not be acted on or relied on
(a) in the United Kingdom, by persons who are not relevant persons, or (b) in
any member state of the European Economic Area, by persons who are not Qualified
Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose
of securities in the Reverse ABB pursuant to applicable legislation.
Any investment or investment activity referred to in this announcement is only
available to, and will only be engaged in with, (1) relevant persons, in the
United Kingdom; (2) Qualified Investors, in any member state of the European
Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of
securities in the Reverse ABB pursuant to applicable legislation. Citycon, in
consultation with the Global Co-ordinator and Joint Bookrunner of the Reverse
ABB, Deutsche Bank AG (“Deutsche Bank”) and the Joint Bookrunner of the Reverse
ABB, Danske Bank A/S, Finland Branch (“Danske Bank”, and together with Deutsche
Bank, the “Managers”), has reserved the absolute right to determine who may
participate in the Reverse ABB.
Participating in the Reverse ABB shall constitute an irrevocable offer to sell
to Citycon the total number of shares accepted for purchase by the Managers on
behalf of Citycon. Investors having offered shares for purchase in the Reverse
ABB will be deemed to represent, warrant and undertake to the Managers and
Citycon that: (a) the investor is the legal and beneficial owner and has full
power and authority to sell, assign or transfer the shares being sold in the
Reverse ABB (together with all rights attaching thereto) and, when the same are
purchased by Citycon, Citycon will acquire such shares free and clear of all
liens, charges, restrictions, claims, equitable interests, encumbrances, pre
-emption rights and third party rights and together with all rights attaching
thereto and such representation and warranty will be true in all respects at the
time Citycon purchases such shares as if it had been entered into anew at such
time and shall not be extinguished by such purchase; (b) such investor shall do
all such acts and things as shall be necessary or expedient, and execute any
additional documents deemed by the Managers or Citycon to be desirable, to
complete the purchase of the shares referred to in this paragraph; (c) such
investor has fully observed any applicable legal requirements, the Reverse ABB
has been possible to be made to him under the laws of all relevant
jurisdictions, and the investor's offer to sell shares to Citycon, and any
acceptance thereof, shall not be unlawful under the laws of any jurisdiction.
No document soliciting intentions to sell securities has been or will be
prepared in connection with any of the transactions described in this
announcement. Any investment decision to sell securities as part of the Reverse
ABB must have been made solely on the basis of publicly available information.
Such information is not the responsibility of, and has not been independently
verified by, the Managers or Citycon or any of their respective affiliates.
Deutsche Bank has been appointed to act as Global Co-ordinator and Joint
Bookrunner and Danske Bank has been appointed to act as Joint Bookrunner in
connection with the Reverse ABB by the Company and no other person. The Managers
will not be responsible to any person other than the Company for providing any
of the protections afforded to clients of the Managers, nor for providing any
advice in relation to any matter referred to in these materials. Without
limiting a person’s liability for fraud, neither the Managers nor any of their
affiliates nor any of their respective directors, officers, representatives,
employees, advisers or agents shall have any liability to any other person
(including, without limitation, any recipient of these materials) in connection
with the Reverse ABB.
Deutsche Bank Aktiengesellschaft is authorised under German Banking Law
(competent authority: European Central Bank). It is subject to supervision by
the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory
Authority. Deutsche Bank Aktiengesellschaft is a joint stock corporation
incorporated with limited liability in the Federal Republic of Germany, with its
head office in Frankfurt am Main where it is registered in the Commercial
Register of the District Court under number HRB 30 000.
Danske Bank A/S is authorised under Danish Banking Law and subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is
incorporated with limited liability in Denmark, with its head office in
Copenhagen and registered in the Commercial Register under number 61126228.
Neither the Managers nor any of their affiliates nor any of their respective
directors, officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to, the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement)
or any other information relating to Citycon or any of its or their subsidiaries
or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or otherwise arising
in connection therewith.