Citycon Oyj Inside information 27 May 2025 at 11:40 hrs
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA (THE
“UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
Citycon Oyj (the “Offeror”) announces today its invitation to holders of the
outstanding EUR 300,000,000 2.375 per cent Guaranteed Notes due 2027 of Citycon
Treasury B.V. (the “Issuer”) guaranteed by the Offeror (ISIN: XS1822791619)
issued on 3 September 2018 (the “Securities”), to tender their Securities for
purchase by the Offeror for cash (the “Offer”) on the terms and subject to the
conditions set out in the tender offer memorandum dated 27 May 2025 (the “Tender
Offer Memorandum”) prepared by the Offeror. The Offer is subject to the offer
and distribution restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to them
in the Tender Offer Memorandum.
Summary of the Offer
A summary of certain terms of the Offer appears below:
Securities ISIN / Current Outstanding First Maturity Benchmark
Purchase Maximum
Common Code Coupon Principal Optional Date Rate
Spread Acceptance
Amount Par
Amount
Redemption
Date
EUR XS1822791619 2.375 EUR 15 October 15
Interpolated + 135 The Offeror
300,000,000 / 182279161 per 242,471,000 2026 January Mid-Swap
basis proposes to
2.375 per cent. 2027 Rate
points accept, on
cent.
the terms
Guaranteed
and subject
Notes due
to the
2027
conditions
described
in the
Tender
Offer
Memorandum,
Securities
for
purchase up
to EUR
100,000,000
in
aggregate
principal
amount of
the
Securities
(the
“Maximum
Acceptance
Amount”).
The Offeror
will
determine
the
aggregate
principal
amount of
Securities
which the
Offeror
elects to
purchase
pursuant to
the Offer
(the
“Acceptance
Amount”) in
its sole
and
absolute
discretion,
which may
be less or
more than
the Maximum
Acceptance
Amount.
Rationale for the Offer
The purpose of the Offer is, amongst other things, to manage the Offeror's and
the Issuer's debt maturity profile.
Details of the Offer
Purchase Price and Accrued Interest
In respect of any Securities validly tendered and accepted for purchase by the
Offeror pursuant to the Offer, the Offeror will pay a purchase price (the
“Purchase Price”) to be determined in the manner described in the Tender Offer
Memorandum, at or around 1.00 p.m., London time, on 4 June 2025 (subject to the
right of the Offeror to amend such date or time in its sole and absolute
discretion and without prior notice to the Holders) (the “Pricing Time”) by
reference to the sum (such sum, the “Purchase Yield”) of (i) the Purchase Spread
specified in the table above (being +135 basis points) and (ii) the Interpolated
Mid-Swap Rate. See “The Offer-Purchase Price and Accrued Interest” in the Tender
Offer Memorandum.
The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the principal amount of the Securities accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect a yield to the
maturity date of the Securities on 15 January 2027 (the “Maturity Date”), on the
Settlement Date equal to the Purchase Yield. Specifically, the Purchase Price
will equal (1) the value of all remaining payments of principal and interest on
the Securities up to and including the Maturity Date, discounted to the
Settlement Date at a discount rate equal to the Purchase Yield, minus (2)
Accrued Interest.
In addition to the Purchase Price, the Offeror will also pay, on the Settlement
Date, an Accrued Interest Payment in respect of Securities accepted for purchase
pursuant to the Offer.
Maximum Acceptance Amount and Acceptance Amount
The Offeror proposes to accept, on the terms and subject to the conditions
described in the Tender Offer Memorandum, Securities for purchase up to EUR
100,000,000 in aggregate principal amount of the Securities (the “Maximum
Acceptance Amount”). The Offeror will determine the aggregate principal amount
of Securities which the Offeror elects to purchase pursuant to the Offer (the
“Acceptance Amount”) in its sole and absolute discretion, which may be less or
more than the Maximum Acceptance Amount.
If the aggregate principal amount of Securities validly tendered and accepted
for purchase exceeds the Maximum Acceptance Amount, the Securities will be
accepted on a pro rata basis, following the application of the pro rata scaling
as set out in the Tender Offer Memorandum.
The total purchase consideration for Securities validly tendered and accepted
for purchase (including Accrued Interest Payments) will be funded by cash on the
Offeror's balance sheet. The Offeror is not under any obligation to accept for
purchase any Securities validly tendered pursuant to the Offer. The acceptance
for purchase by the Offeror of Securities tendered pursuant to the Offer is at
the sole and absolute discretion of the Offeror and tenders may be rejected for
any reason, subject to applicable law. The Offeror reserves the right at any
time to waive any or all of the conditions of the Offer as set out in the Tender
Offer Memorandum.
Scaling
In the circumstances described in the Tender Offer Memorandum in which
Securities validly tendered pursuant to the Offer are to be accepted on a pro
rata basis, each such tender will be scaled by a factor equal to (i) the
Acceptance Amount, divided by (ii) the aggregate principal amount of the
Securities that have been validly tendered (subject to adjustment to allow for
the aggregate principal amount of Securities accepted for purchase, following
the rounding of Tender Instructions as set out below, to equal the Acceptance
Amount exactly). Each tender of Securities that is scaled in this manner will be
rounded down to the nearest €1,000 in principal amount, in the manner set out in
the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to the Offer, Holders must validly tender
their Securities by delivering, or arranging to have delivered on their behalf,
a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 3 June 2025 (the “Expiration Deadline”).
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum. A separate Tender Instruction must be
completed on behalf of each beneficial owner.
Indicative Timetable for the Offer
Events Times and Dates
(All times are London time)
Commencement
of the Offer
Offer 27 May 2025
announced.
Tender Offer
Memorandum
available
from the
Tender Agent.
Expiration
Deadline
Final 4.00 p.m. on 3 June 2025
deadline for
receipt of
valid Tender
Instructions
by the Tender
Agent in
order for
Holders to be
able to
participate
in the Offer.
Announcement
of Indicative
Results of
the Offer
Indicative As soon as reasonably practicable after the Expiration Deadline
results
announcement
indicating
the expected
Acceptance
Amount and
indicative
details of
any pro rata
scaling that
is expected
to be applied
to valid
tenders of
any
Securities,
in the event
that the
Offeror
decides to
accept valid
tenders of
Securities
pursuant to
the Offer.
Pricing of At or around 1.00 p.m. on 4 June 2025
the Offer
Determination
of the
Interpolated
Mid-Swap
Rate,
Purchase
Yield and
Purchase
Price.
Announcement
of Results of
the Offer
Announcement As soon as reasonably practicable following the Pricing Time
of the
Offeror's
decision of
whether to
accept valid
tenders of
Securities
pursuant to
the Offer
and, if so
accepted,
announcement
of (i) the
Interpolated
Mid-Swap
Rate,
Purchase
Yield and
Purchase
Price, (ii)
the
Acceptance
Amount, and
(iii) details
of any pro
rata scaling.
Settlement
Date
Expected 6 June 2025
Settlement
Date for the
Offer.
The above times and dates are subject to the right of the Offeror to extend, re
-open, amend, waive any condition of and/or terminate the Offer (subject to
applicable law and as provided in the Tender Offer Memorandum). Holders are
advised to check with any bank, securities broker, custodian, trust company,
direct participant or other intermediary through which they hold Securities by
when such intermediary would need to receive instructions from a Holder in order
for that Holder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offer before the deadlines specified above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing System
for the submission of Tender Instructions will be earlier than the relevant
deadlines specified above. See “Procedures for Participating in the Offer” in
the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made
(i) by publication via the RIS publication section of the website of the Irish
Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”)
(https://direct.euronext.com/#/rispublication) and (ii) by the delivery of
notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Informa IGM Insider Screen and by
the issue of a press release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon request from
the Tender Agent, the contact details for which are below. Significant delays
may be experienced where notices are delivered to the Clearing Systems and
Holders are urged to contact the Tender Agent for the relevant announcements
during the course of the Offer. In addition, Holders may contact the Dealer
Managers for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 80 11; Attention:
Liability Management Group) and Nordea Bank Abp (Telephone: +45 61 61 29 96;
Attention: Nordea Liability Management) are acting as Dealer Managers for the
Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention:
Scott Boswell; Email: citycon@is.kroll.com; Tender Offer Website:
https://deals.is.kroll.com/citycon (https://protect
-us.mimecast.com/s/quLACv2YDOUXk1NzIQ4StN?domain=deals.is.kroll.com)) is acting
as Tender Agent for the Offer.
Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers; and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out above.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is made with
respect to the Offer. If any Holder is in any doubt as to the action it should
take, it is recommended to seek its own financial and legal advice, including in
respect of any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax, legal or other
adviser. Any individual or company whose Securities are held on its behalf by a
broker, dealer, bank, custodian, trust company, direct participant or other
nominee or intermediary must contact such entity if it wishes to tender such
Securities pursuant to the Offer. None of the Offeror, the Issuer, the Dealer
Managers or the Tender Agent, or any person who controls, or is a director,
officer, employee or agent of such persons or any affiliate of such persons,
makes any recommendation as to whether Holders should tender Securities pursuant
to the Offer.
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 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.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by each of
the Offeror, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Neither this announcement nor the
Tender Offer Memorandum constitutes an offer to buy or a solicitation of an
offer to sell Securities (and tenders of Securities in the Offer will not be
accepted from Holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of their respective affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offer shall be deemed to be made by the
relevant Dealer Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
United States: The Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to any U.S. Person (as
defined in Regulation S of the Securities Act). This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into
the United States or to a U.S. Person and the Securities cannot be tendered in
the Offer by any such use, means, instrumentality or facility or from or within,
or by persons located or resident in, the United States or by any U.S. Person.
Any purported tender of Securities in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported tender
of Securities made by a person located in the United States, a U.S. Person, by
any person acting for the account or benefit of a U.S. Person, or by any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid and
will not be accepted.
Each Holder participating in the Offer will represent that it is not a U.S.
Person located in the United States and is not participating in such Offer from
the United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate in
the Offer from the United States and who is not a U.S. Person. For the purposes
of this and the above paragraph, “United States” means the United States of
America, 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 of America and the District of Columbia.
Italy: None of the Offer, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer have been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(“CONSOB”). The Offer is being carried out in the Republic of Italy (“Italy”) as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial
Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of
14 May 1999, as amended. Accordingly, Holders or beneficial owners of the
Securities can tender some or all of their Securities pursuant to the Offer
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities and/or the Offer.
United Kingdom: The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer is not
being made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by, those persons in
the United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”))
or persons who are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France: The Offer is not being made, directly or indirectly, in the Republic of
France (“France”). None of this announcement, or the Tender Offer Memorandum or
any other documents or materials relating to the Offer have been or shall be
distributed in France other than to qualified investors (investisseurs
qualifiés) referred to in Article L.411-2 1° of the French Code monétaire et
financier and defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.
The Tender Offer Memorandum and any other document or material relating to the
Offer have not been and will not be submitted for clearance to nor approved by
the Autorité des marchés financiers.
Finland: None of the Offer, this announcement or the Tender Offer Memorandum
shall be deemed to constitute any offering of securities or any bid for
securities as defined in the Finnish Securities Market Act (746/2012, as
amended). The Offer is not made to the public either inside or outside of the
Republic of Finland (“Finland”). The Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will not be
approved or authorised by the Finnish Financial Supervisory Authority nor any
other competent authority.
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
CFO
Contact requests through:
Anni Torkko
Investor Relations Manager
Tel. +358 45 358 0570
anni.torkko@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate
featuring modern, necessity-based retail with residential, office and municipal
service spaces that enhance the communities in which they operate. Citycon is
committed to sustainable property management in the Nordic region with assets
that total approximately EUR 3.8 billion. Our centres are located in urban hubs
in the heart of vibrant communities with direct connections to public transport
and anchored by grocery, healthcare and other services that cater to the
everyday needs of customers.
Citycon's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com