CITYCON OYJ Inside information 18 November 2019 at 18:40 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
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 Oyj (“Citycon”) issues EUR 350 million green capital securities
(“Capital Securities”). The Capital Securities will bear interest at a fixed
interest rate of 4.496 per cent per annum until the reset date 22 February 2025
(“First Reset Date”) and thereafter, the interest rate will reset on each fifth
(5th) anniversary. The Capital Securities do not have a specified maturity date
but Citycon is entitled to redeem the Capital Securities on any of the 90 days
up to and including the First Reset Date, and subsequently, on each annual
interest payment date. The issue date is expected to be on or around 22 November
2019.
Citycon has applied for the Capital Securities to be admitted to the Official
List of the Irish Stock Exchange, trading as Euronext Dublin, and to trading on
its regulated market.
The Capital Securities are subordinated to certain other debt obligations and
are treated as equity in Citycon’s consolidated financial statements prepared in
accordance with IFRS. The Capital Securities do not confer on their holders the
rights of a shareholder nor do they dilute the holdings of the current
shareholders.
An amount equal to the net proceeds from the issuance of Capital Securities is
intended to be allocated to the (re)financing of new or existing assets,
developments or projects that meet Citycon’s green financing framework
requirements. Citycon expects to apply a portion of the net proceeds of the
issue to purchasing certain euro-denominated bonds issued by the Citycon Group
which are validly tendered and accepted for purchase in accordance with the
tender offers launched by Citycon on 7 November 2019, to the repayment and
repurchase of the existing indebtedness of the Citycon Group, including
purchasing certain NOK-denominated bonds, and for general corporate purposes
(including investments, acquisitions and development projects).
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.
CFO and Executive Vice President Eero Sihvonen: “We are pleased with the
successful execution of this transaction, which is an important milestone in
strengthening our credit profile. The capital securities were issued under
Citycon’s Green Financing Framework, which integrates Citycon’s sustainability
targets with our financing activities. The green capital securities were placed
to a broad base of European investors.”
Citigroup Global Markets Limited, Danske Bank A/S, Swedbank AB (publ) and UBS
Europe SE acted 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
Mikko Pohjala
IR and Communications Director
Tel. +358 40 838 0709
mikko.pohjala@citycon.com
Citycon is a leading owner, manager and developer of urban, grocery-anchored
shopping centres in the Nordic region, managing assets that total approximately
EUR 4.4 billion. Citycon is the number one shopping centre owner in Finland and
among the market leaders in Norway, Sweden and Estonia. Citycon has also
established a foothold in Denmark.
Citycon has investment-grade credit ratings from Moody's (Baa3) and Standard &
Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki Ltd. stock
exchange.
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 prospectus
published in connection with any such securities, which if and when published
will be available on the website of the Central Bank of Ireland. 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 professionals/ECPs-only - Manufacturer target market (MiFID II product
governance) is eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID) has been
prepared as not available to retail in EEA.
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.