CITYCON OYJ Inside information 25 November 2021 at 9.30
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 successfully carried out the
repurchase of a total amount of 9,500,000 shares in the Company (the "Shares")
for a total purchase price of EUR 65.8 million as a result of a market based
reverse accelerated bookbuild process (the “Reverse ABB”). The number of
repurchased Shares corresponds to approximately 5.34 per cent of all the issued
shares in Citycon immediately prior to the Reverse ABB. The Company had
previously announced that it was investigating the possibility of repurchasing
its own shares on 27 October 2021 and announced the commencement of the Reverse
ABB on 24 November 2021. The Reverse ABB is one means of executing these
repurchasing plans, and the Board of Directors may contemplate further means as
well.
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. This use of proceeds from the sale of Columbus is consistent with
Citycon’s strategy of active capital recycling which in this case is
demonstrated by selling Columbus at a price above book value and repurchasing
shares at a discount to NRV. The divestment was announced on 27 October 2021 and
is estimated to close during Q4/2021. The Shares are repurchased on the basis of
the authorisation given by the Company’s annual general meeting to the Board of
Directors on 22 March 2021. The reverse accelerated bookbuilding procedure
enabled executing the repurchase of the Shares in a rapid and cost-efficient
manner. As the purchase price was the outcome of the Reverse ABB, the purchase
price formed on the market pursuant to the authorisation of the annual general
meeting.
As a result of the Reverse ABB, the purchase price of the Shares is EUR 6.93 per
Share, corresponding to a discount of approximately 1.7 per cent to the volume
weighted average price of the Company’s shares (“VWAP”) during the thirty (30)
day period from 14 October 2021 to 24 November 2021 (approximately EUR 7.05 per
share). As the purchase price is below the VWAP, the repurchase of the Shares by
the Company is in the interest of all shareholders of Citycon.
The purchase price shall be paid in its entirety from the unrestricted equity of
the Company and the repurchase of own shares will consequently reduce the
Company’s unrestricted equity and be recorded as a deduction of retained
earnings. The purchase price of the Shares will be paid against delivery on the
settlement date of the trades, which is expected to occur on or about 29
November 2021.
Subject to the completion of the Reverse ABB, the repurchased Shares will be
cancelled and the cancellation of the repurchased Shares (ISIN code
FI4000369947) will be registered with the trade register maintained by the
Finnish Patent and Registration Office. After the completion of the Reverse ABB
and prior to the cancellation of the Shares, Citycon and its subsidiaries are
expected to hold a total of 9,500,000 shares in Citycon.
Deutsche Bank AG (“Deutsche Bank”) is acting as the Global Co-ordinator and
Joint Bookrunner and Danske Bank A/S, Finland Branch (“Danske Bank”, and
together with Deutsche Bank, the “Managers”) 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 completed, 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. Three members of the Board of
Directors of Citycon (Chairman Chaim Katzman, Zvi Gordon and Ofer Stark) have
neither participated in any consideration nor any decision-making concerning the
Reverse ABB.
After the repurchase has been completed, the remaining authorisation of the
Board of Directors of Citycon to repurchase own shares is 500,000 shares.
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 (laura.jauhiainen@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 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 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.