Citycon Group announces final results of tender offer
CITYCON OYJ Inside information 10 March 2021 at 16:40 hrs
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR 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 OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)
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 Treasury B.V. (the Offeror and the New Notes Issuer) announces the final results of its previously announced invitation to holders (the Noteholders) of its €254,883,000 2.375 per cent. Guaranteed Notes due 2022 (ISIN: XS1291367313 / Common Code: 129136731) (the Notes) to tender their Notes for cash in accordance with the procedures and subject to the terms and conditions described in the tender offer memorandum dated 3 March 2021 (the Tender Offer Memorandum) (such invitation, the Tender Offer). Terms used but not defined herein shall have the meaning ascribed to such terms in the Tender Offer Memorandum.
On 4 March 2021, the New Notes Issuer priced its €350,000,000 1.625 per cent. Green Guaranteed Notes due 2028 (the New Notes). The New Notes are unconditionally guaranteed by Citycon Oyj. Application will be made for the New Notes to be admitted to listing and trading on the Irish Stock Exchange plc trading as Euronext Dublin. The New Notes are expected to settle on 12 March 2021 (the Payment Date).
Final tender results
The Tender Offer expired at 5:00 p.m., Central European time, on 9 March 2021 (the Expiration Deadline). As of the Expiration Deadline, according to the information provided by Lucid Issuer Services Limited (the Tender Agent), €93,145,000 in aggregate nominal amount of the Notes had been validly tendered pursuant to the Tender Offer.
Subject to the satisfaction or waiver of the Financing Condition and all of the General Conditions, the Offeror is pleased to announce that it accepts for purchase Notes validly tendered pursuant to the Tender Offer as follows:
|Description of the Notes||Principal Amount Outstanding at launch of the Tender Offer||ISIN / Common Code||Aggregate Nominal Amount of the Notes validly tendered||Interpolated Mid-Swap Rate||Pro-Ration Factor||Purchase Yield||Purchase Price||Accrued Interest1)||Aggregate Nominal Amount of the Notes Outstanding after the Payment Date|
|2.375 per cent. Guaranteed Notes due 2022||€254,883,000||XS1291367313 / 129136731||€93,145,000||-0.500 per cent.||Not Applicable||0.000 per cent.||103.006 per cent.||€11.52||€161,738,000|
1)Represents amounts per €1,000 in nominal amount of the Notes.
Subject to satisfaction or waiver of the Financing Condition and all of the General Conditions, the payment of the Purchase Price and Accrued Interest for Notes validly tendered and accepted for purchase by the Offeror pursuant to the Tender Offer will be on the Payment Date.
Notes repurchased by the Offeror pursuant to the Tender Offer will be immediately cancelled and will not be re-issued. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Payment Date.
Danske Bank A/S, Deutsche Bank Aktiengesellschaft, Nordea Bank Abp and OP Corporate Bank plc (together, the Dealer Managers) are acting as Dealer Managers.
Espoo, 10 March 2021
For further information, please contact:
Executive VP and CFO
Tel. +358 50 557 9137
Vice President, Strategy and Investor Relations
Tel. +358 40 823 9497
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 4.4 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 share is listed in Nasdaq Helsinki.
Requests for information in relation to the Tender Offer should be directed to:
THE DEALER MANAGERS
Danske Bank A/S2-12 Holmens Kanal DK-1092 Copenhagen Denmark
|Deutsche Bank AktiengesellschaftMainzer Landstraβe 11-17 60329 Frankfurt am Main Germany
Attention: Liability Management GroupTelephone: +44 (0)20 7545 8011
|Nordea BankAbp c/o Nordea Danmark filial af Nordea Bank AbpGrønjordsvej 10DK-2300 Copenhagen DenmarkAttention: Nordea Liability Management Telephone: +45 61 61 29 96 Email: NordeaLiabilityManagement@nordea.com||OP Corporate Bank plcGebhardinaukio 1 FI-00510 HelsinkiFinland
Attention: Liability Management Email: firstname.lastname@example.org
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:
THE TENDER AGENT
Lucid Issuer Services Limited
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S under the Securities Act (as defined below)) (a U.S. Person). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.
The distribution of this announcement and/or 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 the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offeror, the Dealer Managers, the Tender Agent and their respective officers, directors and representatives assume no legal responsibility for any violations of such restrictions, regardless of whether the parties contemplating divesting the Notes are aware of these restrictions or not.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the Notes, nor in any circumstances nor in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offer has been made solely pursuant to the Tender Offer Memorandum dated 3 March 2021.
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 Tender 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.
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Offeror assumes no obligation to update or correct the information contained in this announcement.