Citycon Oyj Inside Information 20 August 2025 at 14:35 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” IN THE TENDER OFFER
MEMORANDUM).
On 11 August 2025, Citycon Oyj (the “Company”) launched separate invitations to
holders of the outstanding EUR 265,721,000 Subordinated Fixed to Reset Rate
Green Capital Securities issued by the Company on 10 June 2024 (ISIN:
XS2830463118) and EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non
-Call Undated Green Capital Securities issued by the Company on 22 November 2019
(ISIN: XS2079413527) (each a “Series” and together, the “Securities”), to tender
such Securities for purchase by the Company for cash (such invitations, the
“Offers” and each an “Offer”), on the terms and subject to the conditions set
out in the tender offer memorandum dated 11 August 2025 (the “Tender Offer
Memorandum”) prepared by the Company. The Offers remain subject to the offer and
distribution restrictions set out in the Tender Offer Memorandum. Capitalised
terms used in this announcement but not defined have the meanings given to them
in the Tender Offer Memorandum.
The Offers expired at 4:00 p.m., London time, on 19 August 2025 (the “Expiration
Deadline”).
The Company today announces that it will accept for purchase EUR 34,650,000 in
aggregate principal amount of Securities validly tendered pursuant to the
Offers, including all Securities validly tendered by way of Non-Competitive
Tender Instructions.
The final results of the Offers are as follows:
Securities ISIN / Outstanding Series Scaling
Purchase Aggregate Principal
Common Principal Acceptance Factor
Price Amount of the
Code Amount Amount
Securities
prior to
outstanding after
the Offer
settlement on the
Settlement
Date
EUR XS2830463118 EUR EUR Not
103.00% EUR 232,201,000
265,721,000Subordinated / 283046311 265,721,000 33,520,000 applicable
Fixed to Reset Rate
Green Capital
Securities issued on 10
June 2024
EUR XS2079413527 EUR EUR Not
90.50% EUR 23,109,000
350,000,000Subordinated / 207941352 24,239,000* 1,130,000 applicable
Fixed to Reset Rate
5.25 year Non-Call
Undated Green Capital
Securities issued by
the Company on 22
November 2019
*The reference in the Tender Offer Memorandum identifying the "Outstanding
Principal Amount" of the 2019 Securities should be construed as EUR 24,239,000
Holders who have tendered their Securities for purchase pursuant to the Offers
are advised to check with the bank, securities broker, custodian, trust company,
direct participant or other intermediary through which they hold their
Securities to determine whether their tendered Securities have been accepted for
purchase by the Company.
Any Securities that have been tendered by way of Competitive Tender Instructions
but not accepted by the Company for purchase pursuant to the Offers shall be
unblocked in the relevant Holder's account in the relevant Clearing System.
The expected Settlement Date in respect of the Offers is 22 August 2025. Full
details concerning the Offers are set out in the Tender Offer Memorandum.
The Offers have now expired and no further Securities can be tendered for
purchase pursuant to the Offers.
This announcement is released by Citycon Oyj and contains information that
qualifies or may qualify as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information
relating to the Offers 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.
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011; Attention:
Liability Management Group) is acting as Dealer Manager for the Offers and Kroll
Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris;
Email: citycon@is.kroll.com; Tender Offer Website:
https://deals.is.kroll.com/citycon) is acting as Tender Agent for the Offers.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement.
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions (in particular, the United States, the United Kingdom, France,
Italy and Finland) may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by each of
the Company, the Dealer Manager and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
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