CITYCON OYJ Inside information 24 November 2021 at 19.05
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”) intends to repurchase a maximum of
9,500,000 own shares (the “Shares”) in a reverse accelerated bookbuild directed
to a limited number of existing shareholders of the Company (the “Reverse ABB”).
The repurchase price will be determined based on the offers received in the
Reverse ABB process. The maximum number of Shares corresponds to approximately
5.34 per cent of all the issued shares in Citycon immediately prior to the
Reverse ABB. Citycon had previously announced on 27 October 2021 that it was
investigating the possibility of repurchasing its own shares.
The main purpose of the repurchase is to distribute surplus funds received from
the divestment of necessity-based retail centre Columbus to the shareholders of
Citycon. The divestment was announced on 27 October 2021 and is estimated to
close during Q4/2021. The Shares shall be repurchased on the basis of the
authorisation given by the Company’s annual general meeting on 22 March 2021.
This authorisation permits the Board of Directors to decide on the repurchase of
up to 10,000,000 of the Company’s own shares (which would correspond to
approximately 5.62 per cent of all registered shares in the Company) in one or
several tranches. Only the unrestricted equity of the Company can be used to
repurchase own shares on the basis of the authorisation. The launch of the
Reverse ABB is the first utilisation of the authorisations granted to the Board
of Directors by the annual general meeting. At present, neither Citycon nor any
of its subsidiaries hold any shares in the Company. The Shares shall be
repurchased using the unrestricted equity of the Company and the repurchase of
own shares will consequently reduce the Company’s unrestricted equity and the
repurchase shall be recorded as a deduction of retained earnings. The purchase
price of the Shares would be paid against delivery on the settlement date of the
trades.
The bookbuilding on the Reverse ABB will begin immediately, and it is expected
to end no later than on 25 November 2021 at 9.00 a.m. EET. The bookbuilding may,
however, be closed at any time during the Reverse ABB period.
The Reverse ABB is being conducted by the Company, subject to the satisfaction
of certain conditions, through reverse accelerated bookbuilding carried out by
Deutsche Bank AG (“Deutsche Bank”) as the Global Co-ordinator and Joint
Bookrunner and Danske Bank A/S, Finland Branch as the Joint Bookrunner (“Danske
Bank”, and together with Deutsche Bank, the “Managers”), in which a limited
number of existing shareholders of the Company may offer Shares for repurchase.
The reverse accelerated bookbuilding procedure enables executing the repurchase
of the Shares in a rapid and cost-efficient manner. Citycon intends to cancel
the repurchased Shares.
The final number of and price at which the Shares will be repurchased will be
decided by the Board of Directors of the Company at the close of the
bookbuilding. This will be announced after the close of the bookbuilding.
Deutsche Bank is acting as Global Co-ordinator and Joint Bookrunner and Danske
Bank is acting as Joint Bookrunner of the Reverse ABB. Hannes Snellman Attorneys
Ltd is acting as the Company’s legal adviser and Roschier, Attorneys Ltd. is
acting as legal adviser to the Managers.
After the repurchase has been carried out, the shareholding and voting rights of
Gazit-Globe Ltd. are expected to exceed the threshold of 50 per cent of all the
outstanding shares and votes in Citycon. Pursuant to the exemption under Chapter
11, Section 21 of the Finnish Securities Markets Act (746/2012, as amended), as
the change in the holding results solely from measures taken by the Company,
exceeding this threshold does not trigger an obligation to launch a mandatory
public tender offer before Gazit-Globe Ltd., who has exceeded the threshold,
acquires or subscribes to more shares of the Company or otherwise raises its
proportion of voting rights in the Company.
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.
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 is not being 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 Managers, reserves 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 offering 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 may 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 be 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.